O-10-35ORDINANCE NO. 0 -10 -35
ORDINANCE AUTHORIZING THE ISSUANCE OF GENERAL
OBLIGATION BONDS OF 2010 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 purpose of
financing all, or a portion of, the 2010 and 2011 budgeted costs of the following capital
improvement projects:
Project
Street Rehabilitation Program
Central Avenue and Juniper Court Bridge Replacement
Sewerage Treatment Plant Reconstruction
Relocation of the Lake Cook Road Water Main
Deerfield Road — Metra Railroad Pedestrian Underpass Project
Sanitary Sewer Lift Station Improvements — Deerbrook Mall
Carlisle / Carriageway Infrastructure Replacement Project
Estimated Funded Cost
$506,000
$326,000
$7,550,000
$1,270,000
$620,000
$445,000
$2,350,000
The foregoing improvements or purposes are for public purposes and are
authorized to be made or undertaken by the Village of Deerfield, Illinois.
Section 2. Authorization of Bonds. To meet part of the costs- of the capital
improvements or purposes specified in Section 1 of this ordinance, including paying
cost of issuance of the bonds authorized by this Section, there is hereby appropriated
the sum of.$12,430,987.50. 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 shall be issued
in an aggregate principal amount of $12,500,000 and shall be sold as a single series
designated as the "General Obligation Bonds, Taxable Series 2010A (Build America
Bonds — Direct Payment)" (the "Bonds ").
Section 3. General Terms of Bonds. The 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 their date of
issuance. 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 principal of the Bonds shall be payable in lawful money of the United States
of America upon presentation and surrender thereof at the corporate trust office of
U.S. Bank National Association, in the City of Chicago, Illinois, which is hereby
appointed as bond registrar and paying agent for the Bonds. 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 each
interest payment date to the registered owners of record thereof appearing on the
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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 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.
Section 4. Details of Bonds. (A) The 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 Bonds maturing in each such year shall bear interest
from their date payable on June 1, 2011 and semiannually thereafter on each June 1
and December 1 at the respective rate per annum set forth opposite such year:
Year Principal Amount Interest Rate
2011
$525,000
0.80%
2012
540,000
1.15
2013
545,000
1.35
2014
550,000
1.60
2015
555,000
2.00
2016
560,000
2.30
2017
565,000
2.75
2018
575,000
3.05
2019
585,000
3.60
2020
600,000
3.85
2021
610,000
4.10
2022
625,000
4.30
2023
645,000
4.50
2024
660,000
4.70
2025
680,000
4.90
2026
700,000
5.10
2027
720,000
5.20
2028
735,000
5.30
2030
1,525,000
5.50
(B) The Bonds maturing on or after December 1, 2021 shall be subject to
redemption prior to maturity at the option of the Village and upon notice as hereinafter
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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, 2020 and on any date
thereafter, at a redemption price equal to the principal amount thereof to be redeemed.
(C) Each maturity of the Bonds shall be subject to redemption prior to maturity
at the option of the Village, as a whole, or in part pro -rata, on any date on or after the
occurrence of an Extraordinary Event, at a redemption price equal to the greater of
(A) the principal amount of the Bonds to be redeemed, and (B) the sum of the present
value of the remaining scheduled payments of principal and interest to the maturity date
of the Bonds to be redeemed, not including any portion of those payments of interest
accrued and unpaid as of the date on which the Bonds are to be redeemed, discounted
to the date of redemption of the Bonds to be redeemed on a semiannual basis
(assuming a 360 -day year consisting of twelve 30 -day months) at the Treasury Rate,
plus 100 basis points; plus, in each case, accrued interest on the Bonds to be
redeemed to the redemption date.
"Extraordinary Event" means a change that has occurred to Section 54AA or
Section 6431 of the Code, or to any guidance published by the Internal Revenue
Service or the United States Treasury with respect to such sections or any other
determination by the Internal Revenue Service or the United States Treasury, pursuant
to which the Village's 35% cash subsidy payment from the United States Treasury with
respect to interest paid on the Bonds is reduced or eliminated.
"Treasury Rate" means, as of any redemption date, the yield to maturity as of
such redemption date of United States Treasury securities with a constant maturity (as
compiled and published in the most recent Federal Reserve Statistical Release H.15
(519) that has become publicly available four business days prior to the redemption
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date (excluding inflation- indexed securities) (or, if such Statistical Release is no longer
published, any publicly available source of similar market data)) most nearly equal to
the period from the redemption date to the maturity date of the Bonds to be redeemed;
provided, however, that if the period from the redemption date to such maturity date is
less than one year, the weekly average yield on actually traded United States Treasury
securities adjusted to a constant maturity of one year will be used.
(D) The Bonds maturing on December 1, 2030, shall be subject to mandatory
redemption, in part and by lot, on December 1, 2029, in the principal amount of
$750,000, constituting a sinking fund installment for the retirement of the Bonds
maturing on December 1, 2030. The final principal amount of the Bonds maturing on
December 1, 2030, is $775,000.
(E) 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.
(F) 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.
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(G) On or prior to the 60th -day preceding any sinking fund installment date, the
Village may purchase Bonds, which are subject to mandatory redemption on such
sinking fund installment date, at such prices as the Village shall determine. Any Bond
so purchased shall be cancelled and the principal amount thereof so purchased shall be
credited against the unsatisfied balance of the next ensuing sinking fund installment of
the Bonds of the same maturity as the Bond so purchased.
(H) In the event of the redemption pursuant to paragraphs (B) or (D) of this
Section 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.
(1) In the event of the redemption pursuant to paragraph (C) of this Section of
less than all of 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
provide for a redemption of the Bonds on a pro -rata pass- through distribution of
principal basis allocated among the registered owners of such Bonds.
(J) 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
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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, in exchange for the unredeemed balance of the
Bond so surrendered, Bonds of like maturity and of the denomination of $5,000 or any
integral multiple thereof.
(K) 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 5. Sale and Delivery. The Bonds are sold to Robert W. Baird & Co.
Incorporated, as purchaser, at a price of $12,430,987.50 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.
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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 Bonds,
including the proper execution and delivery of the Bonds and the Official Statement.
Section 6. Execution and Authentication. Each 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.
In case any officer whose signature, or a facsimile of whose signature, shall
appear on any Bond shall cease to hold such office before the issuance of the Bond,
such Bond shall nevertheless be valid and sufficient for all purposes, the same as if the
person whose signature, or a facsimile thereof, appears on such Bond had not ceased
to hold such office. Any Bond may be signed, sealed or attested on behalf of the Village
by any person who, on the date of such act, shall hold the proper office, notwithstanding
that at the date of such Bond such person may not have held such office. No recourse
shall be had for the payment of any Bonds against any officer who executes the Bonds.
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 7. 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 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
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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 8. 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 9. 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:
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No.
United States of America
State of Illinois
Counties of Cook and Lake
VILLAGE OF DEERFIELD
GENERAL OBLIGATION BOND,
TAXABLE SERIES 2010A
(BUILD AMERICA BONDS — DIRECT PAYMENT)
INTEREST RATE MATURITY DATE DATED DATE CUSIP
. % December 1, , 2010 _
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
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 June 1, 2011 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
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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
$12,500,000, 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
November 1, 2010 and entitled: "Ordinance Authorizing the Issuance of General
Obligation Bonds of 2010 of the Village of Deerfield, Illinois."
The bonds of such series maturing on or after December 1, 2021 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 December 1, 2020 and on any date
thereafter, at a redemption price equal to the principal amount thereof to be redeemed.
Each maturity of the bonds of such series is subject to redemption prior to
maturity at the option of the Village, as a whole, or in part pro -rata, on any date on or
after the occurrence of an Extraordinary Event, at a redemption price equal to the
greater of (A) the principal amount of the bonds to be redeemed, and (B) the sum of the
present value of the remaining scheduled payments of principal and interest to the
maturity date of the bonds to be redeemed, not including any portion of those payments
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of interest accrued and unpaid as of the date on which the bonds are to be redeemed,
discounted to the date of redemption of the bonds to be redeemed on a semiannual
basis (assuming a 360 -day year consisting of twelve 30 -day months) at the Treasury
Rate, plus 100 basis points; plus, in each case, accrued interest on the bonds to be
redeemed to the redemption date.
"Extraordinary Event" means a change that has occurred to Section 54AA or
Section 6431 of the Code, or to any guidance published by the Internal Revenue
Service or the United States Treasury with respect to such sections or any other
determination by the Internal Revenue Service or the United States Treasury,. pursuant
to which the Village's 35% cash subsidy payment from the United States Treasury with
respect to interest paid on the bonds is reduced or eliminated.
"Treasury Rate" means, as of any redemption date, the yield to maturity as of
such redemption date of United States Treasury securities with a constant maturity (as
compiled and published in the most recent Federal Reserve Statistical Release H.15
(519) that has become publicly available four business days prior to the redemption
date (excluding inflation- indexed securities) (or, if such Statistical Release is no longer
published, any publicly available source of similar market data)) most nearly equal to
the period from the redemption date to the maturity date of the bonds to be redeemed;
provided,. however, that if the period from the redemption date to such maturity date is
less than one year, the weekly average yield on actually traded United States Treasury
securities adjusted to a constant maturity of one year will be used.
The bonds of such series maturing in the year 2030 are subject to mandatory
redemption, in part and by lot, on December 1, 2029, by the application of a sinking
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fund installment in the amount of $750,000 and 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
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
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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: .2010
CERTIFICATE OF AUTHENTICATION
This bond is one of the General
Obligation Bonds, Taxable Series
2010A (Build America Bonds — Direct
Payment), described in the within
mentioned Ordinance.
U.S. BANK NATIONAL ASSOCIATION,
as Bond Registrar
Authorized Signer
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VILLAGE OF DEERFIELD
Village President
Attest:
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
Signature Guarantee:
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Section 10. 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 (including any mandatory sinking fund installments)
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 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
$1,005,727.56
2011
1,004,802.50
2012
1,003,592.50
2013
1,001,235.00
2014
997,435.00
2015
991,335.00
2016
983,455.00
2017
977,917.50
2018
970,380.00
2019
964,320.00
2020
951,220.00
2021
941,210.00
2022
934,335.00
2023
920,310.00
2024
909,290.00
2025
895,970.00
2026
880,270.00
2027
857,830.00
2028
833,875.00
2029
817,625.00
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.
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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
2010 to 2029, both 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 11. Establishment of Fund and Account. The "Series 2010A Debt
Service Account" is hereby established as a special account of the Village within the
Debt Service Fund of the Village. All of the proceeds of sale of the Bonds shall be
deposited into the "Series 2010A Capital Improvement Fund," which is hereby
established as a special fund of the Village.
Section 12. Debt Service Account. The tax receipts derived from the taxes
levied pursuant to this ordinance to pay the principal of and interest on the Bonds and
all other moneys to be used for the payment of the principal of and interest on the
Bonds, shall be deposited in the 2010A Debt Service Account, which shall be
administered as a bona fide debt service fund under the Internal Revenue Code of 1986
(the "Code ").
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Section 13. Pledge Securing Bonds. The moneys deposited or to be
deposited into the Series 2010A Debt Service Account, 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 Series 2010A Debt Service Account shall immediately be subject to the lien of such
pledge without any physical delivery or further act and the lien of such pledge shall be
valid and binding as against all parties having claims of any kind in tort, contract or
otherwise against the Village irrespective of whether such parties have notice thereof.
Section 14. 2010A Capital Improvement Fund. Moneys in the 2010A Capital
Improvement 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. Moneys in the 2010A
Capital Improvement Fund may hereafter be reappropriated and used for other
purposes if such reappropriation is permitted by Illinois law and will not adversely affect
the status of the Bonds as "build America bonds" under Section 54AA of the Code.
Section 15. Investment Regulations. No investment shall be made of any
moneys in the 2010A Capital Improvement Fund or the 2010A Debt Service Account,
except in accordance with the tax covenants set forth in Section 16 of this ordinance.
All income derived from investments in respect of moneys or securities in any Fund or
Account shall be credited in each case to the Fund or Account in which such moneys or
securities are held.
Any moneys in any Fund or Account that are subject to investment yield
restrictions may be invested in United States Treasury Securities, State and Local
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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 Village Director of 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 16. Tax Covenants. 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(f) of the Code relating
to the rebate of certain investment earnings at periodic intervals to the United States of
America.
Section 17. 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
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Section 54AA(g)(2) of the Code. Any bond subsidy payment received by the Village as
a result of the foregoing elections is not pledged as security for the payment of the
principal of and interest on the Bonds and the Village is not obligated to maintain the
status of the Bonds as "build America bonds" or as "qualified bonds."
Section 18. Continuing Disclosure. For the benefit of the beneficial owners of
the Bonds, the Village covenants and agrees to provide to the Municipal Securities
Rulemaking Board (the "MSRB ") for disclosure on the Electronic Municipal Market
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.
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 in a timely manner to the MSRB for disclosure on
EMMA of any failure of the Village to provide any such annual report within the 180 day
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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 Village Director of Finance or his designee 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 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
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selected by the Village, the amendment does not materially impair the interests of the
beneficial owners of the Bonds.
Section 19. Bond Registrar. The Village covenants that it shall at all times
retain a bond registrar with respect to the Bonds, that it will maintain at the designated
office of such bond registrar a place where Bonds may be presented for payment and
registration of transfer or exchange and that it shall require that the bond registrar
maintain proper registration books and perform the other duties and obligations
imposed upon the bond registrar by this ordinance in a manner consistent with the
standards, customs and practices of the municipal securities business.
The bond registrar shall signify its acceptance of the duties and obligations
imposed upon it by this ordinance by executing the certificate of authentication on any
Bond, and by such execution the bond registrar shall be deemed to have certified to the
Village that it has all requisite power to accept, and has accepted such duties and
obligations not only with respect to the Bond so authenticated but with respect to all the
Bonds. The bond registrar is the agent of the Village and shall not be liable in
connection with the performance of its duties except for its own negligence or default.
The bond registrar shall, however, be responsible for any representation in its certificate
of authentication on the Bonds.
The Village may remove the bond registrar at any time. In case at any time the
bond registrar shall resign or shall be removed or shall become incapable of acting, or
shall be adjudged a bankrupt or insolvent, or if a receiver, liquidator or conservator of
the bond registrar, or of its property, shall be appointed, or if any public officer shall take
charge or control of the bond registrar or of its property or affairs, the Village covenants
and agrees that it will thereupon appoint a successor bond registrar. The Village shall
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mail notice of any such appointment made by it to each registered owner of Bonds
within twenty days after such appointment.
Section 20. Book -Entry System. In order to provide for the initial issuance of
the Bonds in a form that provides for a system of book -ent.ry only transfers, the
ownership of one fully registered bond for each maturity of the Bonds, in the aggregate
principal amount of such maturity, shall be registered in the name of Cede & Co., as a
nominee of The Depository Trust Company, as securities depository for the Bonds. The
Director of Finance is authorized to execute and deliver on behalf of the Village such
letters to, or agreements with, the securities depository as shall be necessary to
effectuate such book -entry system.
In case at any time the securities depository shall resign or shall become
incapable of acting, then the Village shall appoint a successor securities depository to
provide a system of book -entry only transfers for the Bonds, by written notice to the
predecessor securities depository directing it to notify its participants (those persons for
whom the securities depository holds securities) of the appointment of a successor
securities depository.
If the system of book -entry only transfers for the Bonds is discontinued, then the
Village shall issue and the bond registrar shall authenticate, register and deliver to the
beneficial owners of the Bonds, bond certificates in replacement of such beneficial
owners' beneficial interests in the Bonds, all as shown in the records maintained by the
securities depository.
Section 21. Defeasance and Payment of Bonds. (A) If the Village shall pay
or cause to be paid to the registered owners of the Bonds, the principal and interest due
or to become due thereon, at the times and in the manner stipulated therein and in this
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ordinance, then the pledge of taxes, securities and funds hereby pledged and the
covenants, agreements and other obligations of the Village to the registered owners and
the beneficial owners of the Bonds shall be discharged and satisfied.
(B) Any Bonds or interest installments appertaining thereto, whether at or prior
to the maturity or the redemption date of such Bonds, shall be deemed to have been
paid within the meaning of paragraph (A) of this Section if (1) in case any such Bonds
are to be redeemed prior to the maturity thereof, there shall have been taken all action
necessary to call such Bonds for redemption and notice of such redemption shall have
been duly given or provision shall have been made for the giving of such notice, and
(2) there shall have been deposited in trust with a bank, trust company or national
banking association acting as fiduciary for such purpose either (i) moneys in an amount
which shall be sufficient, or (ii) "Federal Obligations" as defined in paragraph (C) of this
Section, the principal of and the interest on which when due will provide moneys which,
together with any moneys on deposit with such fiduciary at the same time for such
purpose, shall be sufficient, to pay when due the principal of and interest due and to
become due on said Bonds on and prior to the applicable redemption date or maturity
date thereof.
(C) As used in this Section, the term "Federal Obligations" means (i) non-
callable, direct obligations of the United States of America, (ii) non - callable and non-
prepayable, direct obligations of any agency of the United States of America, which are
unconditionally guaranteed by the United States of America as to full and timely
payment of principal and interest, (iii) non - callable, non - prepayable coupons or interest
installments from the securities described in clause (i) or clause (ii) of this paragraph,
which are stripped pursuant to programs of the Department of the Treasury of the
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United States of America, or (iv) coupons or interest installments stripped from bonds of
the Resolution Funding Corporation.
Section 22. Ordinance to Constitute a Contract. The provisions of this
ordinance shall constitute a contract between the Village and the registered owners of
the Bonds. Any pledge made in this ordinance for the benefit of the Bonds and the
provisions, covenants and agreements herein set forth to be performed by or on behalf
of the Village with respect to such Bonds 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 23. Publication. The Village Clerk is hereby authorized and directed
to publish this ordinance in pamphlet form and to file copies thereof for public inspection
in his office.
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Section 24. Effective Date. This ordinance shall become effective upon its
passage and approval.
Passed and adopted this 1St day of November, 2010, by roll call vote, as follows:
Ayes: Benton, Farkas, Jester, Oppenhaim, Seiden, Struthers (6)
Nays: None (0)
Approved: November 1, 2010
Village President
Published in pamphlet form: November 2, 2010
(SEAL)
Attest:
Village CI rk
IM
CERTIFICATE
I, Kent S. Street, Village Clerk of the Village of Deerfield, Illinois, hereby certify
that the foregoing ordinance entitled: "Ordinance Authorizing the Issuance of General
Obligation Bonds of 2010 of the Village of Deerfield, Illinois," is a true copy of an original
ordinance that was duly 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 November 1, 2010, 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 November 1, 2010 and thereafter published in pamphlet form on
November 2, 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
14
the Village, this day of November, 2010.
A.a
Village CIA
(SEAL)
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