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Home My WebLink About2015-02-09 Board AgendaTO BE HELD AT THE RICHARD T. FLICKINGER MUNICIPAL CENTER SCANLON CONFERENCE ROOM (The hour betN)een 6.00 and 700 pm is set aside for Executive Session per 1 -5 -7A of the Village of Morton Grove Municipal Code. If the Agenda does not include an Executive Session, the meeting will begin at 7.00 pm) 1. Call to Order 2. Pledge of Allegiance 3. Executive Session (if requested) 4. Reconvene Meeting 5. Pledge of Allegiance 6. Roll Call 7. Approval of Minutes — Regular meeting— January 26, 2015 & Special Reports 9. Public Bearings 10. Residents' Comments (agenda items only) Richard T. Flicicsnger Municipd Venter M01 Capulina .Avenue a Morton Grove, 111i,nos 60053 -2985 is 68471 965 -4160 t,ax: (847) 965 -4162 12. President's Report — Administration, Northwest Municipal Conference, Council of Mayors, Strategic Plan, Comprehensive Plan a. b. Commission /Board/Committee appointments /reappointment are requested as follows: Social Services Ad Hoc Committee Community Relations Economic Development Commission Mayoral Update /Review Clerk's Report — Community Relations Commission 13. Staff Reports a. Village Administrator 1) Miscellaneous Reports and Updates b. Corporation Counsel 14. Reports by Trustees Nancy Lanniug Sue Mok Oscar Chung and Sasha Carillo a. Trustee Grear — Fire Department, Emergency Management Agency, RED Center, Fire and Police Commission, Police Department, Police Facility Committee, Chamber of Commerce (Trustee Witko) b. Trustee Marcus — Advisory Commission on Aging, Family and Senior Services Department, Finance Advisory Commission, Condominium Association, Social Service Committee (alternate) (Trustee Toth) c. Trustee Pietron — Appearance Commission, Building Department, IT Communications, Community and Economic Development Department, Branding/Markeling (Trustee Thill) d. 'Trustee Thill — Public Works Department,- Solid Waste Agency of Northern Cook County, Traffic Safety Commission, Waukegan Road TIF, Lehigh/Ferris TIF,, Dempster Street Corridor Plan (Trustee Pietron) I) Resolution 15 -09 (Introduced February 9, 2015) Authorizing the Execution of a Contract with Arthur Weiler, Inc. for the 2015 Tree Planting Program e. Trustee Toth — Finance Department, Capital Projects, Environmental Health, Natural Resource Commission (Trustee Marcus) 1) Resolution 15 -10 (Introduced February 9, 2015)_ Authorizing a Contractual Agreement with Chapman and Cutler, LLP for Services as Bond Counsel and Disclosure Counsel and Authorizing Staff to Proceed with Necessary Work Relating to the Issuance of General Obligation Bonds, Series 2015 for the Village 2) Resolution 15 -11 (Introduced February 9, 2015) Authorizing a Contractual Agreement with William Blair & Company, LLC to Provide Investment Banking Services as an Exclusive Underwriter Relating to the Preparation and Sale of General Obligation Bonds, Series 2015 for the Village 3) Ordinance 15 -02 (Introduced February 9, 2015) (First Reading) Providing for the Issuance of Not to Exceed $11,500,000 General Obligation Bonds, Series 2015, of the Village of Morton Grove, Cook County, Illinois, to pay Costs of General Municipal Improvements within Said Village and to Refund Certain Outstanding Bonds of Said Village, Providing for the Levy of a Direct Annual Tax Sufficient to Pay the Principal of and Interest on Said Bonds, and Authorizing the Sale of Said Bonds to William Blair & Company, LLC Chicago, Illinois 4) Ordinance 15 -03 (Introduced February 9, 2015) (Request Waiving of Second Reading) Authorizing the Village to Document the Termination of Special Service Area Number I f Trustee Witko — Legal, Plan Commission/Zoning Board of Appeals, NIPSTA, Strategic Plan Committee, Economic Development Commission, Social Service Committee (Trustee Great) 15. Other Business 16. Presentation of Warrants: $524,878.29 IT Residents' Comments 18. Executive Session — Personnel Matters, Labor Negotiations, Pending Litigation, and Real Estate 19. Adjournment -To ensure full accessibility and equal participation for all interested citizens, individuals with disabilities who plan to attend and who require certain accommodations in order to observe and/or participate in this meeting, or who have questions regarding the accessibility of these facilities, are requested to contact Susan or Marlene (8471470 -5220) promptly to allow the Village to make reasonable accommodations. CALL TO ORDER I & Village President Dan DiMana called the meeting to order at 7:00 p.m. and wished everyone a II. Happy New Year. He then led the assemblage in the Pledge of Allegiance. III. Village Clerk Ed Ramos called the roll. Present were: Trustees Bill Grear, Shei Marcus, John Pietron, John Thill, Maria Toth, and Janine Witko. IV, V. VI. VII, EXECUTIVE SESSION NONE APPROVAL OF MINUTES Regarding the Minutes of the January 12, 2015 Regular Board Meeting Trustee Toth moved to accept the Minutes as presented, seconded by Trustee Witko. Motion passed unanimously via voice vote. Mayor DiMaria called Finance Director Remy Navarrete to the podium and said he was pleased to announce that the Village has once again received the Government Finance Officers Association's (GFOA) Certificate of Achievement for Excellence in Financial Reporting. It is the highest form of recognition in governmental account and financial reporting, and its attainment represents a significant accomplishment by a government and its management. Mayor DiMaria and the Board congratulated Ms. Navarrete and the staff of the Finance Department on their achievement. PUBLIC HEARINGS NONE Minutes of Janua'..26,2015Board Meetin"" VIII, RESIDENTS' COMMENTS (Agenda Items Only) Karen Laner congratulated the Board on the Strategic Plan and encouraged them to include the addition of "bicycle- friendly" anywhere in the Plan where it says "pedestrian- friendly." IX. PRESIDENT'S REPORT Mayor DiMaria said that tonight is a big night for Morton Grove because tonight, the Board will be adopting the Village's first -ever Strategic Plan. He said he found it amazing that a $60 million dollar enterprise has never had a Strategic Plan before. He felt it was important for all entities, even smaller mom 'n pop stores, to have a plan. It helps prioritize the actions you need to take to achieve your goals. Mayor DiMaria said that goal setting is very important. He said he was glad that the Village's Strategic Plan included community input, input from local businesses, and input from an outside perspective. He said the Village can now have consistency in its initiatives and plans, and attract businesses that we feel should be here. And yet, the Plan will be flexible enough to include changes, such as Karen Laner's suggestion to add "bicycle- friendly" to it. a. Mayor DiMaria thanked the Steering Committee, Village staff, Houseal Lavigne, and most importantly, all the residents and businesses who gave of their time to provide input and feedback to the Village. Now the framework is in place; the next step is implementation. Mayor DiMaria said the Strategic Plan gives the Board the structure to move Morton Grove to where it needs to be. b. Mayor DiMaria then introduced John Houseal of Houseal Lavigne, the Strategic Plan consult- ing firm used by the Village. C. Mr. Houseal said he agreed with Mayor DiMana that have a strategic plan is a necessity in every organization, in order to be sure that all decisions are coordinated. It provides a framework for day -to -day operations to be coordinated and unified to an objective. The end result is a reflection of both the people involved and the process. Mayor DiMaria then presented and asked for a motion to approve Resolution 16 -08, Adopting the Village of Morton Grove Strategic Plan Dated January 2016. Trustee Thill so moved, seconded by Trustee Grear. Motion passed: 6 ayes, 0 nays. Tr. Grear awe Tr. Marcus aae Tr. Pietron acre Tr. Thill acre Tr. Toth ae Tr. Witko aye 21 Mayoral Update Mayor DiMaria noted that, last Saturday morning, he and Trustees Marcus, Thill, and Witko, attended the Northwest Municipal Conference's Legislative Breakfast. Governor Rauner was there and seemed very sincere in his stated desire to work together with municipalities. State Senator Jan Schakowsky was also in attendance, as were many other legislators. Mayor DiMaria said he felt the new governor was a breath of fresh air and expressed confidence that things in Springfield will be different now. M IX. Minutes of Januai: 26, 201513oard Meeting PRESIDENT'S REPORT (continued) 3. Mayor DiMaria again congratulated Finance Director Navarrete and her staff on receiving the GFOA Certificate of Excellence in Government Accounting. He called it a significant accomplishment. X. Clerk Ramos had no report. XI. A. Village Administrator: CLERK'S REPORT STAFF REPORTS Village Administrator Ryan Horne had no report. B. Corporation Counsel: Corporation Counsel Liston had no report. XII. A. Trustee Grear: TRUSTEES' REPORTS Trustee Grear presented Resolution 15 -03, Authorizing the Execution of an Addendum to the Mutual Aid Box Alarm System (MABAS) Agreement He explained that this addendum to the existing agreement is being executed at the request of Illinois MABAS to ensure compliance with the Federal Emergency Management Agency (FEMA) Recovery Policy. The addendum will assist in assuring that all MABAS Illinois assets are eligible for reimbursement under the federal Declaration of Disaster requirements of the federal Stafford Act, Trustee Grear moved to approve Resolution 15 -03, seconded by Trustee Pietron. Motion passed: 6 ayes, 0 nays. Tr. Grear acre Tr. Marcus gyre Tr. Pietron aye Tr. Thill aye Tr. Toth are Tr. Witko acre B. Trustee Marcus: Trustee Marcus had no report. 3 XI I. C. Minutes bf January x6,2015B. oaMMeetin TRUSTEES' REPORTS (continued) Trustee Pietron: Trustee Pietron presented Resolution 16 -07, Authorizing a Contractual Agreement With CDW -G To Provide For the Renewal of a Microsoft Enterprise Agreement for Microsoft Software Licensing for Operating and Productivity Software For All Village Desktop Computers. a. He explained that this resolution will help the Village maintain sufficient licensing of operating and productivity software according the software's terms and conditions. The Microsoft Enterprise Agreement will allowthe village to maintain licensing compliance, as well as maintain software updates, upgrades, and technical support. The Village is required to maintain licensing for the software it uses in daily operations. The operating systems, individual applications, and connectivity to serves all maintain their own licensing scheme. The Enterprise Agreement renewal includes an annual maintenance support cost for updates and upgrades, as well as license costs. The 2015 licensing and software maintenance expense is $397691.60. Trustee Pietron moved to approve Resolution 15 -07. Trustee Grear seconded the motion. b. Trustee Marcus asked if the Village was "locked in" with Microsoft, or if we could shop around for other software or operating systems. The Village's IT Director, Boyle Wong, responded, and said the Village can certainly evaluate alternative operating systems and software, but Microsoft provides tools that are compatible with certain specialized software (i.e., utility billing) that the Village currently uses. Trustee Marcus noted that once the Village is locked -in to an agreement, it's hard to change things. He was glad to hear the Village can and does evaluate its options. He hoped that the Village could find something else that would work with the specialized tools, while saving some money. c. Trustee Pietron commented that he meets regularly with Mr. Wong and assured Trustee Marcus that Mr. Wong does his research and due diligence. Mayor DiMaria called for the vote on Resolution 15 -07. Motion passed: 6 ayes, 0 nays. Tr. Grear 2ye Tr. Marcus aye Tr. Pietron acre Tr. Thill aye Tr. Toth acre Tr. Witko aye D. Trustee Thill: Trustee Thill presented Resolution 15 -04, Authorizing a Contractual Agreement With Holland and Knight LLP to Act as Special Counsel for TIF- Related Matters. a. He explained that the Village has created several TIF Districts, including the Waukegan - Dempster TIF District, which was created in 2012. Due to the complex nature of the state's TIF statutes and the need to evaluate proposals and negotiate or draft redevelopment agreements for properties in the Village's TIF districts, Village staff believes the retention of special counsel will be beneficial to the Village. ___ M D. Trustee Thill: (continued) JNinuTtesafi Januagr26, 2015adanl:Meeti TRUSTEES' REPORTS (continued) b. Holland and Knight LLP has provided excellent quality legal services to the Village in the past, and is extremely knowledgeable about the legal issues and conditions relating to the Village's TIF Districts. Their fees will be based on the amount of work performed. Legal services for TIF - related work in 2015 will be determined based on the proposals received by the Village, and is expected to exceed $20,000. Trustee Thill moved, seconded by Trustee Toth, to approve Resolution 15 -04. C. Trustee Toth asked Village Administrator Horne how much had been budgeted for Special Counsel in the 2015 Budget, and how much over $20,000 the legal fees would be. d. Mr. Horne said that Corporation Counsel manages the expenses for Special Counsel, so he would defer to her to respond to Trustee Toth's questions. public's attention. e. Corporation Counsel Liston said the funds for Special Counsel come out of the TIF budget, and there's $10,000 budgeted there. Because of the complexities of TIFs, legal filings, review of development agreements /proposals, $85,000 has been budgeted in the Legal Department's budget for Special Counsel. Holland and Knight is the specialized legal counsel the Village used in 2014, but because of the lack of development agreement/proposals, their fees never reached the level ($20,000) where a Resolution would have been needed. However, this year, the Village foresees a couple of development proposals coming in, which could drive special counsel fees over the $20,000 level. Ms. Liston said it's similar to the arrangement the Village has with the Ciorba Group. The most recent development proposal the Village dealt with was for the Homestead; special counsel fees were $30,000 for that. She said the Village will be as cost - effective as possible, and won't even get special counsel involved until necessary. Trustee Marcus said that any new "assignment" will require Board approval if it's over $20,000. He asked if special counsel was involved when the Village set up its initial TIF Districts. MIS. Liston said the Village has used, in the past, Ancel & Glink and Bell, Boyd & Boyd, and moving forward, the Village chose Holland and Knight because it is a premier large full - service law firm. They deal with issues such analyzing development proposals, EPA issues, etc. This is not the cheapest law firm, but this will provide the Village the greatest value. They have municipal experience as well as a depth and breadth of specialized knowledge regarding TIF District laws and issues. Trustee Marcus thanked Ms. Liston for her explanation. He said he felt it was important for the public to be aware of this, noting that he just wanted to bring this to the public's attention. Mayor DiMaria called for the vote on Resolution 15-04. E. Trustee Toth: Trustee Toth had no report. XII. Minutes »fJanua 26,2016Buard Meetin TRUSTEES' REPORTS (continued) Trustee Witko: Trustee Witko presented Ordinance 16 -01, Amending the Village's Unified Development Code (Ord. 07 -07) To Establish Commercial Land Use Classifications (Sec. 12 -4 -3) and Definitions (Sec. 12 -17 -1) For "Financial Institutions" and "Financial Institutions — Alternative" and to Eliminate "Currency Exchange," "Banks and Financial Institutions," and "Financial Services" From the Existing Commercial Land Use Classifications. This is the second reading of this Ordinance. a. Trustee Witko explained that this is pursuant to PC 14 -17, reported out in in detail at the Board's January 12'h meeting by Community and Economic Development Director Nancy Razdevich. Trustee Witko moved to adopt Ordinance 15 -01, seconded by Trustee Pietron. Motion passed: 6 ayes, 0 nays. Tr. Grear acre Tr. Marcus aae Tr. Pietron aye Tr. Thill acre Tr. Toth aae Tr. Witko acre b. Prior to Trustee Witko's next Agenda item, Mayor DiMaria said, for the benefit of the public, that the resolution Trustee Witko is about to present is a direct result of the Village's reaching out and working with other taxing bodies, including, in this case, other municipalities, in an effort to do something about the rising costs of water. He said the Board heard the complaints of the residents and took them seriously. Administrator Horne, Corporation Counsel Liston, Finance Director Navarrete, and Public Works Director Andy DeMonte have all held conversations with their counterparts in Niles about how to save their residents some money on the price of water. Mayor DiMaria said that, now, both Villages are ready to take it to the next level. He said he hoped that, in February, there will be some more detail and some good news to report. 2. Trustee Witko then presented Resolution 16 -06, Authorizing a Contractual Agreement With Holland and Knight LLP for Legal Services Relating to a Long -Term Water Supply Agreement for the Villages of Morton Grove and Niles. a. She explained that the Villages of Morton Grove and Niles have purchased water from the City of Chicago for many years; however, due to recent substantial rate hikes, they believe it is in their best interests to find an alternative water source at a more favorable rate. Thus the two Villages have begun working together to seek and consider alternative water supplies. b. The City of Evanston and the Villages of Wilmette and Glenview have submitted detailed proposals, which have been reviewed by Village Staff, Gewalt Hamilton Associates, Inc., and William Balling of WRB, LLC Consulting and Management Services. Due to the technical and specialized nature of a Water Supply Agreement, it is in the best interests of the Villages of Morton Grove and Niles to retain a Special Counsel to work out the final negotiations and draft a final water supply agreement, should the decision be made to pursue a contract with an alternative water supply source. Minutes DfJenuaTY26,2015110ard Meeting, XII. TRUSTEES' REPORTS (continued) F. Trustee Witko: (continued) c. Barbara Adams of Holland and Knight is highly respected for her knowledge and understanding of complex water supply agreements, and the Corporation Counsels of both Morton Grove and Niles have recommended that both Villages jointly retain her and her firm's services for this project. Fees will be equally paid by the Villages of Morton Grove and Nies. Trustee Witko moved to approve Resolution 15 -05, seconded by Trustee Toth. d. Trustee Marcus commented that the Board just received this information on Friday. He said he was concerned and didn't feel the Board had had enough time to review and understand this material, and now the Board has to vote on it. He said he had some questions. He said it appears that the Agreement with Holland and Knight does not have a dollar amount total, just an hourly rate. He felt the Board needed to figure an amount, and if it appears that the cost is going to be over that amount, it should come back before the Board. He asked if it was possible for Corporation Counsel to ballpark an amount. e. Ms, Liston said that was a fair question. She said the cost will depend on the length of the negotiations with an alternative water supplier. She noted that the Village can stop representation at any time. She said she could not guess a dollar amount, but noted that Barbara Adams is known for her expertise, and said she could get information about other contracts she's done. f. Ms. Liston said she had checked with Ms. Navarrete, and noted that $85,000 was budgeted for Professional Services in the Village's Enterprise Fund, which is where the money would come from. She added that this will probably turn out to be a 30 -year agreement, which will need intergovernmental agreements and will have construction components. It's very likely that the cost will be over $20,000. Trustee Marcus said that he appreciated knowing this, and knowing that we have $85,000 in the Budget. He said he has no argument with the concept, and thought it would be a tremendous step forward for Morton Grove. He said he knows that residents are distressed about water rate hikes that the Village has had to pass through. Trustee Marcus noted that sometimes all the information the Board receives is overwhelming. His question about how much this agreement could cost was not only for his own information and comfort level, it was for the public's, too. Ms. Liston said this will be a "legacy' decision and it needs to be done right. She noted that the $85,000 Professional Services line item in the Enterprise Fund also covers engineering and other consulting services, and it probably won't be enough. She said it's very likely that a Budget Amendment will be necessary. Mayor DiMaria called for the vote on Resolution 15 -04. Motion passed: 6 ayes, 0 nays. Tr. Grear save Tr. Marcus are Tr. Pietron aye Tr. Thill aye Tr. Toth afire Tr. Witko afire Minutesof JanuatyZ, 201SBoartl Meetlu'' XII. TRUSTEES' REPORTS (continued) F. Trustee Witko: (continued) 3. Next, Trustee Witko presented Resolution 15 -06, Authorizing a Contractual Agreement With WRB, LLC For Consulting Services Relating to the Negotiations of a Long -Term Water Supply Agreement for the Villages of Morton Grove and Niles. a. She explained that the Villages of Morton Grove and Niles have already completed extensive research and have received serious proposals from the City of Evanston and the Villages of Wilmette /Glenview for an alternative Water Supply Agreement. These proposals have been reviewed by Village staff and Gewalt Hamilton Associates, Inc. William Balling of WRB, LLC has also been consulted due to the technical and specialized nature of the Water Supply Agreement. Both Villages agree that it is in their best interests to retain a consultant to assist in the analysis, negotiations, and drafting of a final water supply agreement, should the decision be made to pursue a contract with an alternative source. Mr. Balling is highly respected for his knowledge and understanding of complex water supply agreements. The Villages of Morton Grove and will equally share in the cost of WRB, LLC's fees. Trustee Witko moved to approve Resolution 15 -06, seconded by Trustee Toth. b. Trustee Thill commented that the City of Chicago has raised its rates over 40% in the last three years. He felt that this is intolerable, and Village must do this. c Trustee Marcus said he had the same issue as with the previous Resolution, in that the compensation appears to be "open- ended ". He said he agreed with Trustee Thill that the Village has to do something, but had some questions on the financial end. He noted that there is a 12% overhead added to monthly billings, and wondered if that was fair and equitable; feeling that it could certainly add up. d. Mr. Horne said that, when the Villages started meeting jointly last May with Mr. Balling about his services, there were numerous conversations regarding his rate structure. Mr. Horne said he felt very comfortable that Mr. Balling was treating the Villages equitably. Mr. Balling is a former Village Manager and knows verywell that Morton Grove is a cost - conscious community. e. Ms. Liston added that the Board will be meeting Mr. Balling within a short time, and he will offer a scenario of options and strategies for the Board's consideration. In addition to being a former Village Manager, Mr. Balling served as the Chair of the Northwest Water Commission (a consortium of four municipalities that purchase water from Evanston). This necessitated constructing a water main from Evanston to the four northwest communities. These communi- ties literally could not grow and develop without water. Ms. Liston said Mr. Balling's experience is a valuable specialty. She noted that some firms add a 12% overhead and some don't, but the ones that don't usually end up charging a higher hourly rate. f. Trustee Marcus said he had no argument; he was just trying to determine what this would cost the Village. He said he would appreciate knowing the amounts when the Village gets them. g Trustee Thill cautioned the Board and residents to be realistic, stating that, once we enter into an agreement, we're not going to simply turn on a spigot and we'll have water. He noted that the Village will likely need to spend millions of dollars for the necessary infrastructure —but once the infrastructure is in place, the Village will be able to "hold the line" on water rates. He added that there are federal funds also available for this type of project. Minutes *NanuS .20,:20151ioard Meetin XII. TRUSTEES' REPORTS (continued) F. Trustee Witko: (continued) Trustee Marcus said he was glad that the costs will be shared with the Village of Niles. Mayor DiMana noted that the costs will be shared proportionately, He said he understands where Trustee Marcus is coming from, commenting that sometimes we don't know the costs. Village staff does a great job of giving us the costs when they're available, and he said that, if the Village didn't have the money to do something, staff would certainly tell them that. Mayor DiMaria said that, without taking these initial steps, we'll never be able to lay pipe. Mr. Horne said that, as Ms. Liston mentioned, there is about $90,000 in the Enterprise Fund for Professional Services. He said he appreciates the confidence the Board has in the Village staff. Trustee Marcus said he felt it was important to at least raise the issue. Mayor DiMaria called for the vote on Resolution 15 -04. Motion passed: 6 ayes, 0 nays. Tr. Grear ave Tr. Marcus ave Tr. Pietron acre Tr. Thill ave Tr. Toth ave Tr. Witko ave XIII. OTHER BUSINESS Mayor DiMaria reiterated that this is an exciting night for Morton Grove, not only because the Board adopted a Strategic Plan, put together by the community and the Board, but also because of the Village's forward movement toward resolving the water rate issue. These decisions will affect the Village into the year 2045, or 2060. They are monumental, legacy decisions and they are the right thing to do. XIV. WARRANTS Trustee Toth present the Warrant Register in the amount of $1,300,434.96 for approval. She moved to approve the Warrants as presented, seconded by Trustee Witko. Motion passed: 6 ayes, 0 nays. Tr. Grear ave Tr. Marcus ave Tr. Pietron ave Tr. Thill ave Tr. Toth are Tr. Witko acre XV. RESIDENTS' COMMENTS Sasha appeared before the Board to thank them for adopting Resolution 15 -08 and for including bicycle - friendliness in the Strategic Plan. She noted that Karen Laner will be administering a Facebook group called "Bike MG" that will open tomorrow. She was glad the Village wanted to work with this group and noted that there's a lot of interest in it. It will be an open Facebook group and she added her hope that everyone would join it. Minutes ofJanua 26,.2015 -Board Maetin ", XVI. ADJOURNMENT Trustee Thill moved to adjourn the meeting, seconded by Trustee Marcus. Motion passed: 6 ayes, 0 nays. Tr. Grear aae Tr. Marcus aye Tr. Pietron acre Tr. Thill aye Tr. Toth are Tr. Witko acre The meeting adjourned at 7:57 p.m. PASSED this 9th day of February 2015. Trustee Grear Trustee Marcus Trustee Pietron Trustee Thill Trustee Toth Trustee Witko APPROVED by me this 9th day of February 2015, Daniel P. DiMaria, Village President Board of Trustees, Morton Grove, Illinois APPROVED and FILED in my office this 10th day of February 2015, Edilberto Ramos, Village Clerk Village of Morton Grove, Cook County, Illinois Minutes by Teresa Co sar tU Legislative Summary Resolution 15 -09 _I AUTHORIZING THE EXECUTION OF A CONTRACT WITH ARTHUR WEILER, INC. FOR THE 2015 TREE PLANTING PROGRAM Introduced: February 9, 2015 Synopsis: To authorize the Village President to execute a contract with Arthur Weiler, Inc. for the 2015 Tree Planting Program. Purpose: To purchase and install trees within the Village. Background: The Village has an annual program, dependent on funding appropriations, to plant trees within the Village right -of -way and property. The Public Works Department considers it to be cost- effective to hire a contractor to furnish and install the trees. This contract was bid through a public process in accordance with the Village Code. The contract was advertised and sealed bids were received. The bid tabulation is attached as Exhibit "A ". Programs, Departments Public Works. or Groups Affected Fiscal Impact: The estimated contract value is $14,535.00. Since this is a unit price contract, the final contract amount will be based on the actual quantity of work performed. Source of Funds: Account #025017 - 552240 -Tree Replacement Workload Impact: The Public Works Department as part of their normal work activities performs the management and implementation of the program. Administrator Approval as presented. Recommendation: First Reading: N/A Special Considerations or None Requirements: f k Respectfully submitted: Reviewed by: Ryan J. Horne, Village Administrator_ (� dyD o te, Director Public Works Prepared by: Reviewed by: Chris Tomich, Village Engineer Teresh F3 fr , �i.iston, Corporation Counsel #; AUTHORIZATION TO EXECUTE A CONTRACT WITH ARTHUR WEILER, INC. FOR THE 2015 TREE PLANTING PROGRAM WHEREAS, the Village of Morton Grove (Village), located in Cook County, Illinois, is a home rule unit of government under the provisions of Article 7 of the 1970 Constitution of the State of Illinois, can exercise any power and perform any function pertaining to its government affairs, including but not limited to the power to tax and incur debt; and WHEREAS, the 2015 Tree Planting Program is necessary to purchase and install trees in the Village; and WHEREAS, the Public Works Department advertised on the Village's website beginning January 15, 2015, inviting bids on the "2015 Tree Planting Program"; and WHEREAS, eighteen contractors obtained the bidding materials; and WHEREAS, three bids were received, publicly opened and read at the Public Works Facility at 9:30 a.m. on Monday, February 2, 2015, with the tabulation of bids included in Exhibit "A "; and WHEREAS, funding for the above work is included in the Village of Morton Grove 2015 Budget as account number 025017 - 552240 -Tree Replacement; and WHEREAS, Arthur Weiler, Inc., the low bidder, has successfully completed this contract for the Village in the past; and WHEREAS, the qualifications and availability of the low bidder have been verified. NOW, THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF MORTON GROVE, COOK COUNTY, ILLINOIS AS FOLLOWS: Section 1. The Corporate Authorities do hereby incorporate the foregoing WHEREAS clauses into this Resolution as though fully set forth therein thereby making the findings as hereinabove set forth. Section 2. The Village President of the Village of Morton Grove is hereby authorized to execute and the Village Clerk to attest to a contract with Arthur Weiler, Inc., 12247 West Russell Road, Zion, Illinois, based upon their bid for the "2015 Tree Planting Program" in the amount of $14,535.00. Section 3. The Village Administrator and the Director of Public Works and /or their designees are authorized to take all steps necessary to implement, supervise, and manage this contract. Section 4. This Resolution shall be in full force and effect upon its passage and approval. PASSED THIS 9"' DAY OF FEBRUARY 2015 Trustee Trustee Trustee Trustee Trustee Trustee Grear Marcus Pietron Thill Toth Witko APPROVED BY ME THIS 9`r DAY OF FEBRUARY 2015 Daniel P. DiMaria, Village President Village of Morton Grove Cools County, Illinois ATTESTED and FILED in my office This 10`x' DAY of February 2015 Ed Ramos, Village Clerk Village of Morton Grove Cook County, Illinois ) ( § ~ \zzz } }} \2 {})a ::zzz4z z It \:zz z , ; 1 t = tt wl It \ \ \ In { } ItI Legislative Summary Resolution I5 -10 AUTHORIZING A CONTRACTUAL AGREEMENT WITH CHAPMAN AND CUTLER, LLP FOR SERVICES AS BOND COUNSEL AND DISCLOSURE COUNSEL AND AUTHORIZING STAFF TO PROCEED WITH NECESSARY WORK RELATING TO THE ISSUANCE OF GENERAL OBLIGATION BONDS, SERIES 2015 FOR THE VILLAGE OF MORTON GROVE Introduced: February 9, 2015 Synopsis: This Resolution will authorize an agreement with Chapman and Cutler LLP to act as Bond Counsel and Disclosure Counsel for the Village of Morton Grove relative to the issuance of General Obligation Bonds, Series 2015, Purpose: The Village of Morton Grove finds the favorable bond market offer and opportunity for the Village to refund General Obligation Bonds 2007 in the amount of $6.5 million and obtain funding for a new General Obligation Bond, Series 2015 in the amount of $5 million. In order to refire and issue these bonds, the Village requires the services of a specialized Bond Counsel and Disclosure Counsel. Background: Favorable bond market conditions offer an opportunity for the Village of Morton Grove to obtain funding at favorable rates. Refunding General Obligation Bonds, Series 2007 and issuing General Obligation Bonds, Series 2015 will benefit the Village. The refunding of the 2007 bonds will result in savings to the Village of approximately $450,000 depending on market conditions at the time of sale. In order to issue said bonds, the Village has determined it will need the services of Bond Counsel and Disclosure Counsel. The Village has previously used Chapman and Cutler, LLP to serve as Bond Counsel, has found their services to be excellent, and staff is therefore recommending the Village retain Chapman and Cutler, LLP to act as Bond Counsel and Disclosure Counsel and perform the related services during 2015. Programs, Departs Finance Department or Groups Affected Fiscal Impact: Chapman and Cutler's fee is based on the size, structure, timing, and tax exempt status of the bonds and will be paid upon the closing of the sale of the bonds. Source of Funds: The fee will be paid from the proceeds of the sale of the bonds and is estimated to be $301000. i Workload Impact: The Finance Department as part of their normal work activities will oversee the implementation of this contact. Admin Recommend: Approval as presented. First Reading: Not required. Special Consider or None Requirements: I f Prepared by:7'; " ra Ryan .f.'F7orne, Village Administrator Reviewed by: s_ Reviewed by: Teresa Hoffinap4likeon, Corporation Counsel Remy Navarrfete, Finance Director /Treasurer HUEiWj AUTHORIZING A CONTRACTUAL AGREEMENT WITH CHAPMAN AND CUTLER, LLP FOR SERVICES AS BONI) COUNSEL AND DISCLOSURE COUNSEL AND AUTHORIZING STAFF TO PROCEED WITH NECESSARY WORK RELATING TO THE ISSUANCE OF GENERAL OBLIGATION BONDS, SERIES 2015 FOR THE VILLAGE OF MORTON GROVE WHEREAS, the Village of Morton Grove (Village), located in Cook County, Illinois, is a home rule unit of government under the provisions of Article 7 of the 1970 Constitution of the State of Illinois, can exercise any power and perform any function pertaining to its government affairs, including but not limited to the power to tax and incur debt; and WHEREAS, favorable bond market conditions offer an opportunity for the Village of Morton Grove to refund General Obligation Bonds, Series 2007 in the amount of $6.5 million and obtain funding for a new General Obligation Bonds, Series 2015 in the amount of $5 million at favorable rates; and WHEREAS, the contemplated use of said bond funding will include the refund of certain outstanding General Obligation Bonds, Series 2007 and the issuance of $11,500,000 in tax exempt bonds; and WHEREAS, in order to retire and issue said bonds, the Village has determined it will need the services of a Special Bond Counsel and Disclosure Counsel; and WHEREAS, the Village has previously used Chapman and Cutler, LLP to serve as Bond Counsel and has found their services to be excellent: and WHEREAS, staff is recommending the Village retain Chapman and Cutler, LLP to act as Bond Counsel and Disclosure Counsel and perform the related services. NOW, THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF MORTON GROVE, COOK COUNTY, ILLINOIS AS FOLLOWS: SECTION 1: The Corporate Authorities do hereby incorporate the foregoing WHEREAS clauses into this Resolution as though fully set forth therein thereby making the findings as hereinabove set forth. SECTION 2: The Village President is hereby authorized to execute an agreement with Chapman and Cutler, LLP for Bond Counsel and Disclosure Counsel for the retirement of the. General Obligation Bonds, Series 2007 and issuance of the 2015 General Obligation Bonds in substantial conformity to Exhibit "A" attached hereto. SECTION 3: The Village Administrator, Corporation Counsel and /or his /her designee are hereby authorized to take all steps necessary to implement said contract. SECTION 4: This Resolution shall be in full force and effect upon its passage and approval. PASSED this 9B' day of February 2015. Trustee Trustee Trustee Trustee Trustee Trustee Grear Marcus Pietron Thill Toth Witko APPROVED by me this 9`h day of February 2015. Daniel P. DiMaria, Village President Village of Morton Grove Cook County, Illinois APPROVED and FILED in my office This I O'h day of February 2015. Ed Ramos, Village Clerk Village of Morton Grove Cook County, Illinois Lynda K. Given Partner Attorneys at Law - Focused on Finance February 3, 2015 Mr. Ryan Horne Village Administrator Village of Morton Grove 6101 Capulina Avenue Morton Grove, Illinois 60053 111 West Monroe Street Chicago, Itlincis 60603 -4080 T 312.8453814 F 312.516.1814 given @cnapman.com Re: Village of Morton Gove, Cook County, Illinois (the "Village") General Obligation Bonds Series 2015 Dear Ryan: We are pleased to provide an engagement letter for our services as bond counsel and disclosure counsel for the bonds in reference (the "Bonds "). For convenience and clarity, we may refer to the Village in its corporate capacity and to you, the Village officers (including the governing body of the Village) and employees and general and special counsel to the Village, collectively as "you" (or the possessive "your "). You have advised us that the purpose of the issuance of the Bonds, briefly stated, is to pay costs of general capital improvements in the Village and to refund certain of the Village's outstanding bonds. You are retaining us for the limited purpose of rendering our customary approving legal opinion as described in detail below. A. DESCRIPTION OF SERVICES As BOND COUNSEL As Bond Counsel, we will work with you and the following persons and firms: the underwriters or other bond purchasers who purchase the Bonds from the Village (all of whom are referred to as the `Bond Purchasers "), counsel for the Bond Purchasers, financial advisors, trustee, paying agent and bond registrar and their designated counsel (you and all of the foregoing persons or firms, collectively, the "Participants "). We intend to undertake each of the following as necessary: 1. Review relevant Illinois law, including pending legislation and other recent developments, relating to the legal status and powers of the Village or otherwise relating to the issuance of the Bonds. 2. Obtain information about the Bond transaction and the nature and use of the facilities or purposes to be financed or, for any portion of the Bonds to be issued for refunding purposes, the facilities or purposes financed with the proceeds of the bonds to be refunded (the "Project "). 3739460.01.02.docx Chcago Kew York Salt Lake City San Francisco Wash;ngton, DC __ 2227247 Mr. Ryan Horne February 3, 2015 Page 2 3. Review the proposed timetable and consult with the Participants as to the issuance of the Bonds in accordance with the timetable. 4. Consider the issues arising under the Internal Revenue Code of 1986, as amended, and applicable tax regulations and other sources of law relating to the issuance of the Bonds on a tax- exempt basis; these issues include, without limitation, ownership and use of the Project, use and investment of Bond proceeds prior to expenditure and security provisions or credit enhancement relating to the Bonds. 5. Prepare or review major Bond documents, including tax compliance certificates, review the bond purchase agreement, if applicable, and, at your request, draft descriptions of the documents which we have drafted. We understand that the Bond Purchasers have undertaken to independently perform their due diligence investigation with respect to the Bonds. As Bond Counsel, we assist you in reviewing only those portions of an official statement or any other disclosure document to be disseminated in connection with the sale of the Bonds involving the description of the Bonds, the security for the Bonds (excluding forecasts, projections, estimates or any other financial or economic information in connection therewith), the description of the federal tax exemption of interest on the Bonds and, if applicable„ the "bank - qualified" status of the Bonds. 6. Prepare or review all pertinent proceedings to be considered by the governing body of the Village; confirm that the necessary quorum, meeting and notice requirements are contained in the proceedings and draft pertinent excerpts of minutes of the meetings relating to the financing. 7. Attend or host such drafting sessions and other conferences as may be necessary, including a preclosing,if needed, and closing; and prepare and coordinate the distribution and execution of closing documents and certificates, opinions and document transcripts. 8. Render our legal opinion regarding the validity of the Bonds, the source of payment for the Bonds and the federal income tax treatment of interest on the Bonds, which opinion (the "Bond Opinion ") will be delivered in written form on the date the Bonds are exchanged for their purchase price (the "Closing °). The Bond Opinion will be based on facts and law existing as of its date. Please see the discussion below at Part E. Please note that our opinion represents our legal judgment based upon our review of the law and the facts so supplied to us that we deem relevant and is not a guarantee of a result. B. DESCRIPTION OF SERVICES As DISCLOSURE COUNSEL As Disclosure Counsel we will: 1. Assist in the preparation and compilation of the official statement (the "Official Statement ") with respect to the Bonds. To the extent that William Blair & Company, Chicago, Illinois (the "Underwriter "), and the Village request us to act as the draftsman and compiler of such document, the participants to this transaction, including particularly the Village, should understand that the primary obligation for adequate disclosure rests with the Village, and recognize that substantial parts of the offering document may be prepared by other participants, who will have their own obligations for adequate and complete information with respect to information that they supply. In compiling such offering document we are not undertaking to perform the duties of the Village or any other transaction participant to provide full, complete and accurate information. We will not pass upon, and or assume responsibility for, the accuracy or completeness of, and will not independently verify, the underlying facts ultimately included in the Official Statement. In particular, we will not be reviewing or passing upon (i) the information relating to The Depository Trust Company and its book -entry only system; (ii) the information relating to the credit providers, if any, contained or incorporated in any section of, or Appendix to, the Official Statement containing information relating to any credit provider, (iii) any financial statements or other financial, operating, statistical or accounting data contained or incorporated therein, including without limitation, information or omissions with respect to any unfunded pension or other post - employment benefits liabilities; (iv) information concerning any past, pending or threatened litigation against the Village or the Underwriter; nor (v) the information concerning the Village contained in or incorporated by reference. 2. Using a customary form, we will prepare a bond purchase agreement (the "Purchase Contract ") and arrange for the Purchase Contract to be executed and delivered by the Underwriter and the Village on the date of the pricing of the Bonds; we, however, will not advise you or advocate your position in any negotiation of any contested deal points in the Purchase Contract, and all such negotiations will be managed by the Underwriter or the Underwriter's designee, on behalf of the Underwriter, and by you or your designee, on behalf of the Village. In addition, we will not negotiate and are not being retained to comment on the business terms of the Purchase Contract. 3. Deliver (a) an opinion to the Village to the effect that the Bonds are not required to be registered with the Securities and Exchange Commission and (b) a letter to the Village to the effect that, in the course of our engagement on such matter, no facts have come to our attention which lead us to believe that the Official Statement contained as of its date or the date of closing any untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Mr. Ryan Horne February 3, 2015 Page 3 1. Assist in the preparation and compilation of the official statement (the "Official Statement ") with respect to the Bonds. To the extent that William Blair & Company, Chicago, Illinois (the "Underwriter "), and the Village request us to act as the draftsman and compiler of such document, the participants to this transaction, including particularly the Village, should understand that the primary obligation for adequate disclosure rests with the Village, and recognize that substantial parts of the offering document may be prepared by other participants, who will have their own obligations for adequate and complete information with respect to information that they supply. In compiling such offering document we are not undertaking to perform the duties of the Village or any other transaction participant to provide full, complete and accurate information. We will not pass upon, and or assume responsibility for, the accuracy or completeness of, and will not independently verify, the underlying facts ultimately included in the Official Statement. In particular, we will not be reviewing or passing upon (i) the information relating to The Depository Trust Company and its book -entry only system; (ii) the information relating to the credit providers, if any, contained or incorporated in any section of, or Appendix to, the Official Statement containing information relating to any credit provider, (iii) any financial statements or other financial, operating, statistical or accounting data contained or incorporated therein, including without limitation, information or omissions with respect to any unfunded pension or other post - employment benefits liabilities; (iv) information concerning any past, pending or threatened litigation against the Village or the Underwriter; nor (v) the information concerning the Village contained in or incorporated by reference. 2. Using a customary form, we will prepare a bond purchase agreement (the "Purchase Contract ") and arrange for the Purchase Contract to be executed and delivered by the Underwriter and the Village on the date of the pricing of the Bonds; we, however, will not advise you or advocate your position in any negotiation of any contested deal points in the Purchase Contract, and all such negotiations will be managed by the Underwriter or the Underwriter's designee, on behalf of the Underwriter, and by you or your designee, on behalf of the Village. In addition, we will not negotiate and are not being retained to comment on the business terms of the Purchase Contract. 3. Deliver (a) an opinion to the Village to the effect that the Bonds are not required to be registered with the Securities and Exchange Commission and (b) a letter to the Village to the effect that, in the course of our engagement on such matter, no facts have come to our attention which lead us to believe that the Official Statement contained as of its date or the date of closing any untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. `_.i IY7t Mr. Ryan Horne February 3, 2015 Page 4 C. LIMITATIONS; SERVICES WE Do NOT PROVIDE Our services as Bond Counsel and Disclosure Counsel described above (the "Services ") are limited engagement as stated above. Consequently, unless letter, our Services do not include: otherwise agreed pursuant to a separate 1. Giving any advice, opinion or representation as to the financial feasibility or the fiscal prudence of issuing the Bonds, including, without limitation, the undertaking of the Project, the investment of Bond proceeds, the making of any investigation of or the expression of any view as to the creditworthiness of the Village, of the Project or of the Bonds or the form, content, adequacy or correctness of the financial statements of the Village. We will not offer you financial advice in any capacity beyond that constituting services of a traditionally legal nature. 2. Independently establishing the veracity of certifications and representations of you or the other Participants. For example, we will not review the data available on the Electronic Municipal Market Access system website created by the Municipal Securities Rulcmaking Board (and commonly known as "EMMA ") to verify the information relating to the Bonds to be provided by the Bond Purchasers, and we will not undertake a review of your website to establish that information contained therein corresponds to that which you provide independently in your certificates or other transaction documents. 3. Supervising any state, county or local filing of any proceedings held by the governing body of the Village incidental to the Bonds. 4. Preparing any of the following — requests for tax rulings from the Internal Revenue Service (the "IRS "), blue sky or investment surveys with respect to the Bonds, state legislative amendments or pursuing test cases or other litigation. 5. Performing an independent investigation to determine the accuracy, completeness or sufficiency of the Official Statement and, after the execution and delivery of the Bonds, providing advice as to any Securities and Exchange Commission investigations or concerning any actions necessary to assure compliance with any continuing disclosure undertaking. Please see our comments below at Paragraphs (E)(5) and (E)(6). 6. After Closing, providing continuing advice to the Village or any other party concerning any actions necessary to assure that interest paid on the Bonds will continue to be tax - exempt; e.g., we will not undertake rebate calculations for the Bonds without a separate engagement for that purpose, we will not monitor the investment, use or expenditure of Bond proceeds or the use of the Project, and we are not retained to respond to IRS audits. 7. Any other services not specifically set forth above in Parts A and B. 4 7 Mr. Ryan Horne February 3, 2015 Page 5 D. ATTORNEY - CLIENT RELATIONSHIP; REPRESENTATION OF OTHERS Upon execution of this engagement letter, the Village will be our client, and an attorney - client relationship will exist between us. However, our Services as Bond Counsel and Disclosure Counsel are limited as set forth in this engagement letter, and your execution of this engagement letter will constitute an acknowledgment of those limitations. Also please note that the attorney- client privilege, normally applicable under state law, may be diminished or non - existent for written advice delivered with respect to Federal tax law matters. This engagement letter will also serve to give you express written notice that from time to time we represent in a variety of capacities and consult with most underwriters, investment bankers, credit enhancers such as bond insurers or issuers of letters of credit, ratings agencies, investment providers, brokers of financial products, financial advisors, banks and other financial institutions and other persons who participate in the public finance market on a wide range of issues. We may represent the Bond Purchasers in other matters not related to the Bond transaction. Prior to execution of this engagement letter we may have consulted with one or more of such firms regarding the Bonds including, specifically, the Bond Purchasers. We are advising you, and you understand that the Village consents to our representation of it in this matter, notwithstanding such consultations, and even though parties whose interests are or may be adverse to the Village in this transaction are clients in other unrelated matters. Your acceptance of our services constitutes consent to these other engagements. Neither our representation of the Village nor such additional relationships or prior consultations will affect, however, our responsibility to render an objective Bond Opinion. Your consent does not extend to any conflict that is not subject to waiver under applicable Rules of Professional Conduct (including Circular 230 discussed below), or to any matter that involves the assertion of a claim against the Village or the defense of a claim asserted by the Village. In addition, we agree that we will not use any confidential non - public information received from you in connection with this engagement to your material disadvantage in any matter in which we would be adverse to you. Circular 230 as promulgated by the U.S. Department of Treasury ( "Circular- 230 ") provides rules of professional conduct governing tax practitioners. Circular 230 includes provisions regarding conflicts of interest and related consents that in some respects are stricter than applicable state rules of professional conduct which otherwise apply. In particular, Circular 230 requires your consent to conflicts of interest be given in writing within 30 days of the date of this letter. If we have not received all of the required written consents by this date, we may be required under Circular 230 to "promptly withdraw from representation" of the Village in this matter. Further, this engagement letter will also serve to give you express notice that we represent many other municipalities, school districts, park districts, counties, townships, special Mr. Ryan I-3orne February 3, 2015 Page 6 districts and units of local government both within and outside of the State of Illinois and also the State itself and various of its agencies and authorities (collectively, the "governmental units "). Most but not all of these representations involve bond or other borrowing transactions. We have assumed that there are no controversies pending to which the Village is a party and is taking any position which is adverse to any other governmental unit, and you agree to advise us promptly if this assumption is incorrect. In such event, we will advise you if the other governmental unit is our client and, if so, determine what actions are appropriate. Such actions could include seeking waivers from both the Village and such other governmental unit or withdrawal from representation. We anticipate that the Village will have its general or special counsel available as needed to provide advocacy in the Bond transaction and has had the opportunity to consult with such counsel concerning the conflict consents and other provisions of this letter; and that other Participants will retain such counsel as they deem necessary and appropriate to represent their interests. E. OTHER TERMS OF THE ENGAGEMENT; CERTAIN OF YOUR UNDERTAKINGS Please note our understanding with respect to this engagement and your role in connection with the issuance of the Bonds. 1. In rendering the Bond Opinion and in performing any other Services hereunder, we will rely upon the certified proceedings and other certifications you and other persons furnish us. Other than as we may determine as appropriate to rendering the Bond Opinion, we are not engaged and will not provide services intended to verify the truth or accuracy of these proceedings or certifications. We do not ordinarily attend meetings of the governing body of the Village at which proceedings related to the Bonds are discussed or passed unless special circumstances require our attendance. 2. The factual representations contained in those documents which are prepared by us, and the factual representations which may also be contained in any other documents that are furnished to us by you are essential for and provide the basis for our conclusions that there is compliance with State law requirements for the issue and sale of valid bonds and with the Federal tax law for the tax exemption of interest paid on the Bonds. Accordingly, it is important for you to read and understand the documents we provide to you because you will be confirming the truth, accuracy and completeness of matters contained in those documents at the issuance of the Bonds. 3. If the documents contain incorrect or incomplete factual statements, you must call those to our attention. We are always happy to discuss the content or meaning of the transaction documents with you. Any untruth, inaccuracy or incompleteness may have adverse consequences affecting either the tax exemption of interest paid on the Bonds or the adequacy of Mr. Ryan Horne February 3, 2015 Page 7 disclosures made in the Official Statement under the State and Federal securities laws, with resulting potential liability for you. During the course of this engagement, we will further assume and rely on you to provide us with complete and timely information on all developments pertaining to any aspect of the Bonds and their security. We understand that you will cooperate with us in this regard. 4. You should carefully review all of the representations you are making in the transaction documents. We are available and encourage you to consult with us for explanations as to what is intended in these documents. To the extent that the facts and representations stated in the documents we provide to you appear reasonable to us, and are not corrected by you, we are then relying upon your signed certifications for their truth, accuracy and completeness. 5. Issuing the Bonds as "securities" under State and Federal securities laws and on a tax - exempt basis is a serious undertaking. As the issuer of the Bonds, the Village is obligated under the State and Federal securities laws and the Federal tax laws to disclose all material facts. The Village's lawyers, financial advisers and bankers can assist the Village in fulfilling these duties, but the Village in its corporate capacity, including your knowledge, has the collective knowledge of the facts pertinent to the transaction and the ultimate responsibility for the presentation and disclosure of the relevant information. Further, there are complicated Federal tax rules applicable to tax- exempt bonds. The IRS has an active program to audit such transactions. The documents we prepare are designed so that the Bonds will comply with the applicable rules, but this means you must fully understand the documents, including the representations and the covenants relating to continuing compliance with the federal tax requirements. Accordingly, we want you to ask questions about anything in the documents that is unclear. 6. As noted, the members of the governing body of the Village also have duties under the State and Federal securities and tax laws with respect to these matters and should be knowledgeable as to the underlying factual basis for the bond issue size, use of proceeds and related matters. 7. We are also concerned about the adoption by the Village of the gift ban provisions of the State Officials and Employees Ethics Act, any special ethics or gift ban ordinance, resolution, bylaw or code provision, any lobbyist registration ordinance, resolution, bylaw or code provision or any special provision of law or ordinance, resolution, bylaw or code provision relating to disqualification of counsel for any reason. We are aware of the provisions of the State Officials and Employees Ethics Act and will assume that you are aware of these provisions as well and that the Village has adopted proceedings that are only as restrictive as such Act. However, if the Village has stricter provisions than appear in such Act or has adopted such other special ethics or lobbyist provisions, we assume and are relying upon you to advise us of same. Mr. Ryan Horne February 3, 2015 Page 8 F. FEES As is customary, we will bill our fees as Bond Counsel and Disclosure Counsel on a transactional basis instead of hourly. Disbursements and other non -fee charges are billed separately and in addition to our fees for professional services. Factors which affect our billing include: (a) the amount of the Bonds; (b) an estimate of the time necessary to do the work; (c) the complexity of the issue (number of parties, timetable, type of financing, legal issues and so forth); (d) recognition of the partially contingent nature of our fee, since it is customary that in the case no financing is ever completed, we render a greatly reduced statement of charges; and (e) a recognition that we carry the time for services rendered on our books until a financing is completed, rather than billing monthly or quarterly. The continuation of this agreement is dependent upon our fees as Bond Counsel and Disclosure Counsel being mutually agreeable to you and to us, Our statements of charges are customarily rendered and paid at Closing, or in some instances upon or shortly after delivery of the bond transcripts; we generally do not submit any statement for fees prior to the Closing, except in instances where there is a substantial delay from the expected timetable. In such instances, we reserve the right to present an interim statement of charges. If, for any reason, the Bonds are not issued or are issued without the rendition of our Bond Opinion as bond counsel, or our services are otherwise terminated, we expect to negotiate with you a mutually agreeable compensation. The undersigned will be the attorneys primarily responsible for the firm's services on this Bond issue, with assistance as needed from other members of our bond, securities and tax departments. G. RISK of AUDIT BY INTERNAL REVENUE SERVICE The IRS has an ongoing program of auditing tax - exempt obligations to determine whether, in the view of the IRS, interest on such tax - exempt obligations is excludable from gross income of the owners for federal income tax purposes. We can give no assurances as to whether the IRS might commence an audit of the Bonds or whether, in the event of an audit, the IRS would agree with our opinions. If an audit were to be commenced, the IRS may treat the Village as the taxpayer for proposes of the examination. As noted in Paragraph 6 of Part C above, the scope of our representation does not include responding to such an audit. However, if we were separately engaged at the time, and subject to the applicable rules of professional conduct, we may be able to represent the Village in the matter. Mr. Ryan Horne February 3, 2015 Page 9 H. END OF ENGAGEMENT AND POST- ENGAGEMENT; RECORDS Our representation of the Village and the attorney- client relationship created by this engagement letter will be concluded upon the issuance of the Bonds. Nevertheless, subsequent to the Closing, we will prepare and provide the Participants a bond transcript in a CD -ROM format pertaining to the Bonds and make certain that a Federal Information Reporting Form 8038 -G is filed. Please note that you are engaging us as special counsel to provide legal services in connection with a specific matter. After the engagement, changes may occur in the applicable laws or regulations, or interpretations of those laws or regulations by the courts or governmental agencies, that could have an impact on your future rights and liabilities. Unless you engage us specifically to provide additional services or advice on issues arising from this matter, we have no continuing obligation to advise you with respect to future legal developments. This will be true even though as a matter of courtesy we may from time to time provide you with information or newsletters about current developments that we think may be of interest to you. While we would be pleased to represent you in the future pursuant to a new engagement agreement, courtesy communications about developments in the law and other matters of mutual interest are not indications that we have considered the individual circumstances that may affect your rights or have undertaken to represent you or provide legal services. At your request, to be made at or prior to Closing, any other papers and property provided by the Village will be promptly returned to you upon receipt of payment for our outstanding fees and client disbursements. All other materials shall thereupon constitute our own files and property, and these materials, including lawyer work product pertaining to the transaction, will be retained or discarded by us at our sole discretion. You also agree with respect to any documents or information relating to our representation of you in any matter which have been lawfully disclosed to the public in any manner, such as by posting on EMMA, your website, newspaper publications, filings with a County Clerk or Recorder or with the Secretary of State, or otherwise, that we are permitted to make such documents or information available to other persons m our reasonable discretion. Such documents might include (without limitation) legal opinions, official statements, resolutions or ordinances, or like documents as assembled and made public in a governmental securities offering. We call your attention to the Village's own record keeping requirements as required by the IRS. Answers to frequently asked questions pertaining to those requirements can be found on the IRS' website under frequently asked questions related to tax- exempt bonds at www.irs.gov (click on "Tax Exempt Bond Community ", then "Frequently Asked Questions "), and it will be your obligation to comply for at least as long as any of the Bonds (or any future bonds issued to refund the Bonds) are outstanding, plus three years. Mr. Ryan Horne February 3, 2015 Page 10 L YOUR SIGNATURE REQUIRED If the foregoing terms are acceptable to you, please so indicate by returning the enclosed copy of this engagement letter dated and signed by an authorized officer not later than 30 days after the date of this letter, retaining the original for your 'files. Please note that if we perform Services prior to your executing this engagement letter, this engagement letter shall be effective as of the date we have begun rendering the Services. We will provide copies of this letter to certain of the Participants to provide them with an understanding of our role. We look forward to working with you. Accepted and Approved: VILLAGE OF MORTON GROVE, COOK COUNTY, ILLINOIS By: Daniel P. DiMaria, Village President Village of Morton Grove, Illinois Date: February 9, 2015 LKG:jmt LEW:bha Enclosure ce: Ms. Elizabeth Hennessy Very truly yours, CHAPMAN AND CUTLER LLP Byk'l Lynda K. Given Lawrence E. White Leuislative Summary Resolution 15 -11 AUTHORIZING A CONTRACTUAL AGREEMENT WITH WILLIAM BLAIR & COMPANY, LLC TO PROVIDE INVESTMENT BANKING SERVICES AS AN EXCLUSIVE UNDERWRITER RELATING TO THE PREPARATION AND SALE OF GENERAL OBLIGATION BONDS, SERIES 2015 FOR THE VILLAGE OF MORTON GROVE Introduced Synopsis: Purpose: Background Programs, Departs or Groups Affected Fiscal Impact: Source of Funds: Workload Impact: Admin Recommend: First Reading: February 9, 2015 This Resolution will authorize an agreement with William Blair & Company, LLC to act as an Exclusive Underwriter relating to the preparation and sale of General Obligation Bonds, Series 2015. The Village of Morton Grove finds the favorable bond market offers and opportunity for the Village to refund General Obligation Bonds 2007 in the amount of $6.5 million and obtain finzding for a new General Obligation Bond, Series 2015 in the amount of $5 million. In order to retire and issue these bonds, the Village requires the services of a specialized Underwriter for the preparation and sale of said bonds. Favorable bond market conditions offer an opportunity for the Village of Motion Grove to obtain funding at favorable rates for the issuance of General Obligation Bonds, Series 2015. The refunding of the 2007 2015 bonds will result in savings to the Village at approximately $450,000 depending on market conditions at the time of sale. In order to issue said bonds, the Village has determined it will need the services of an underwriter relating to the preparation and sale of General Obligation Bonds 2015. Staff is therefore recommending the Village retain the services of William Blair & Company, LLC to act as Underwriter and perform the related services during 2015. Finance Department William Blair & Company, LLC's fee is based on the structure and tax exempt status of the bonds and will be paid upon the closing of the sale of the bonds. The fee will be paid from the proceeds of the sale of the bonds and is estimated to be $70,000. The Finance Department as part of their normal work activities will oversee the implementation of this contact. Approval as presented. Not required. Special Consider- or No Requirements: Prepared by:� - Ryai : Hp4e, Village Administrator Reviewed by: I eresa Floffinan Liston, Corporation Counsel Reviewed by: Remy Nadarrete, Finance Director /Treasurer AUTHORIZING A CONTRAC'T'UAL AGREEMENT WITH WILLIAM BLAIR & COMPANY, LLC TO PROVIDE INVESTMENT BANKING SERVICES AS AN EXCLUSIVE UNDERWRITER RELATING TO THE PREPARATION AND SALE OF GENERAL OBLIGATION BONDS, SERIES 2015 FOR THE VILLAGE OF MORTON GROVE WHEREAS, the Village of Morton Grove (Village), located in Cook County, Illinois, is a home rule unit of government under the provisions of Article 7 of the 1970 Constitution of the State of Illinois, can exercise any power and perform any function pertaining to its government affairs, including but not limited to the power to tax and incur debt; and WHEREAS, the Village of Morton Grove wishes to retire a previously issued bonds from 2007 in the amount of $6.5 million and obtain funding for new $5 million General Obligation Bonds, Series 2015 at favorable rates; and WHEREAS, the Village needs to retain investment banking services of an exclusive underwriter relating to the preparation for and public offerings of one or more issues of the bonds; and WHEREAS, with the retention of the underwriter, the underwriter agreement to provide services for no additional fees other than the underwriting discount on any bonds sold including but not limited to transactional structuring options, tax rate projections, bond rating presentations, and other analysis as needed; and WHEREAS, Village staff is recommending the Village retain the services of William Blair & Company, LLC in an advisory capacity for the issuance and sale of the 2015 bond issue. NOW, THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF MORTON GROVE, COOK COUNTY, ILLINOIS AS FOLLOWS: SECTION 1: The Corporate Authorities do hereby incorporate the foregoing WHEREAS clauses into this Resolution as though fully set forth therein thereby making the findings as hereinabove set forth. SECTION 2: The Village President is hereby authorized to execute an agreement with William Blair & Company, LLC of 222 West Adams Street, Chicago, Illinois 60606, for consulting services relative to the issuance of a 2015 General Obligation Bond Issue in substantial conformity to Exhibit "A" attached hereto. _ SECTION 3: The Village Administrator, Corporation Counsel and/or his/her designee is hereby authorized to take all steps necessary to implement said contract. SECTION 4: This Resolution shall be in full force and effect upon its passage and approval. PASSED this 9`s day of February 2015 Trustee Trustee Trustee Trustee Trustee Trustee Grear Marcus Pietron Thill Toth Witko APPROVED by me this 0' day of February 2015, . Daniel P. DiMaria, Village President Village of Morton Grove Cook County, Illinois APPROVED and FILED in my office This I O'h day of February 2015, Ed Ramos, Village Clerk Village of Morton Grove Cools County, Illinois January 26, 2015 Mr. Ryan Horne, Village Administrator Village of Morton Grove 6101 Capulina Avenue Morton Grove, IL 60053 Re: Village of Morton Grove, IL Agreement to provide underwriting services Dear Mr. Home: This letter (the "Agreement') constitutes an agreement by the Village Board of Trustees of the Village of Morton Grove, Cook County, IL (the "Village ") to retain William Blair & Company, L.L.C. ( "Blair" or the "Underwriter") to provide investment banking services as exclusive Underwriter relating to the preparation for and public offerings of one or more issues of bonds (the `Bonds "), as agreed by the Underwriter and the Village. I. The Underwriter agrees to provide underwriting services for no additional fees other than the underwriting discount on any Bonds sold including, but not limited to transactional structuring options, tax rate projections, bond rating presentations and other analysis as needed. II. The Underwriter agrees to structure and to sell one or more issues of Bonds as needed or required on a mutually agreed timetable. III. Other terms and conditions relating to the Bonds are as follows: A. The Bonds will be a general obligation or limited tax general obligation of the Village. B. Redemption terms of the Bonds by the Village will be negotiated. C. The Underwriter agrees to work with the Village to structure the underlying documentation, which documentation will include provisions for redemption and security. D. The Underwriter agrees that it will diligently attempt to bring the Bonds to market at such time as the Village shall specify. E. The Village and the Underwriter agree that the Underwriter's Discount for assistance related to financial analysis related to the Bonds, successful marketing of the Bonds and closing of the Bond issue(s) shall be no greater - - than .7% of the par amount of Bonds which receive a bond rating of "A" category or better and are sold according to the debt structure(s) currently being contemplated by the Village. There will be no fees incurred unless Bonds are issued. F. The Village agrees to pay for expenses including reasonable bond counsel and disclosure counsel fees, printing, paying agent and registrar fees, cost of rating agency fees, bond insurance if appropriate and other related expenses. G. The Bonds will bear interest at rates determined by market conditions existing at the date of offering of the issue, subject to the approval of such interest rates and conditions by the Village. The Underwriter and the Village reserve the right to sell the Bonds with different maturities and upon different conditions than is presently contemplated, if it is in the mutual agreement of both parties to do so. IV. The Underwriter's obligation to sell the Bonds shall be subject to the satisfaction of the following conditions: A. A definitive Purchase Contract to be agreed upon by the Underwriter and the Village. B. The unqualified opinion of a nationally recognized bond counsel that the interest on the Bonds is exempt from Federal income taxation. C. The unqualified opinion of counsel that the Bonds are duly issued under appropriate Federal and State securities laws and is otherwise in conformance with other laws and codes, as applicable. D. Approval of the form and substance of the documents in connection with the issuance of the Bonds by the Underwriter. E. In the judgment of the Underwriter, after due inquiry, there shall not have occurred any material adverse change in the affairs or financial condition of the Village or its affiliates since the date of the most recent audited financial statements provided to Underwriter except as previously disclosed to the Underwriter or contained in audited or unaudited financial statements of the Village. V. Conti ,pliance with M.SRB Rifle G- 23 Disclosure. In our capacity as underwriter, we will be acting as a principal in a commercial, arms' length transaction and not as a municipal advisor, financial advisor or fiduciary to you regardless of whether we, or an affiliate has or is currently acting as such on a separate transaction. The information we provide to you is not intended to be and should not be construed as "advice" within the meaning of Section 15B of the Securities Exchange Act of 1934 and we encourage you to consult with your own legal, accounting, tax, financial and other advisors, as applicable, to the extent you deem appropriate. VI. Authority, Each of the parties to this Agreement represents that it has duly authorized the execution, delivery and performance of this Agreement and that neither such execution and delivery nor the performance of its obligations hereunder conflict with or violate any provision of law, rule or regulation, or any instrument to which it is a party or to which any of its property is subject and that this Agreement is a valid and binding obligation. VII. Liability and Indemnification. A. The Village agrees that neither Blair nor any member, principal or employee of Blair shall be liable for any error in judgment or for any act or omission to act by Blair or any such person, except for any error in judgment, act or omission resulting from Blair's or such person's negligence, gross negligence, willful misconduct or malfeasance, in which case Blair shall indemnify and hold harmless Village and each Board member and employee of Village (collectively, the "Village Indemnified Party ") against any losses, claims, damages or liabilities, joint or several, to which any Village Indemnified Party may become subject. Blair shall have no liability to the Village if the issuance of the Securities does not occur for any reason, and has no obligation to purchase the Securities under any circumstances. B. To the extent permitted by applicable law, the Village shall indemnify and hold harmless Blair and each member, principal and employee of Blair (collectively, the "Indemnified Party ") against any losses, claims, damages or liabilities, joint or several, to which any Indemnified Party may become subject, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement of a material fact contained in any Disclosure Document, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in comiection with investigating or defending any such action or claim. The Village is responsible for the truth, accuracy and completeness of all information relating to the Village. C. The reimbursement, indemnity and contribution obligations of the parties hereunder shall be in addition to any liability which the panties may otherwise have. VIII. Termination and Assignment. A. This Agreement may be terminated by either party at any time upon 30 days' prior written notice to the other party. Such termination shall be without the payment of any penalty and without liability of either party to the other, except (i) for any compensation and expense reimbursements due in accordance with Section III (F.) and (ii) that Blair and the Village shall continue to be entitled to the benefits of Section VII following any such termination. B. No assignment of this Agreement by Blair shall be effective without the written consent of the Village. IX. Notices. Any notice or other written communication provided for herein shall be mailed to Village at its address set forth above or to William Blair & Company, LLC at 222 West Adams, Chicago, IL, 60606, unless either party notifies the other in writing of a different address. X. General. The validity and interpretation of this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Illinois applicable to Agreements made and to be fully performed therein. This Agreement may not be modified or amended except in writing executed by the parties hereto. This Agreement may be signed in counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. XL This Agreement is agreed to, accepted and effective as of the date set forth above. THE VILLAGE OF MORTON GROVE By: Daniel P. DiMaria Title: Village President WILLIAM BLAIR & COMPANY. L.L.C. By: Title: Managing Director DISCLOSURE AND ISSUER ACKNOWLEDGEMENT OF UNDERWRITER'S NEW OBLIGATIONS TO STATE AND LOCAL GOVERNMENTS UNDER MSRB RULE G -17 EFFECTIVE AUGUST 2, 2012 Date: lanuary 23, 2011-13 Name of Issuer 'Village e of Horton Gr nvn Address: r "A 0? apulina Avenue City /State /Zip: 1tIorto Grovel 6005,; Name of Underwriter to .ilmnc T lah Address ") Wes 1fkims City /State /Zip: Chicago, HL 60605 Name or Short Description of Proposed Bond Issue: S1 LS TO x ene= ll ON jgatmn Funds Name of Authorized Issuer Official: ilvan 1. florj)e, Village Adndms tramr We are writing to provide you, as Underwriter of $ 11.5tvl Genera Generai ffliheatimi Bonds, V l'M 0 NArtc,r Grove., It., with certain disclosures relating to the captioned bond issue (Bonds), as required by the Municipal Securities Rulemaking Board (MSRB) Rule G -17 as set forth in MSRB Notice 2012 -25 (May 7, 2012).1 The Issuer has engaged William Blair & Company to serve as an underwriter, and not as a financial advisor or municipal advisor, in connection with the issuance of the Bonds. As part of our services as underwriter; William Blair & Company may provide advice concerning the structure, timing, terms, and other similar matters concerning the issuance of the Bonds. I. Disclosures Concerning the Underwriters' Role: (i) MSRB Rule G -17 requires an underwriter to deal fairly at all times with both municipal issuers and investors. (ii) The underwriter's primary role is to purchase the Bonds with a view to distribution in an arm's - length commercial transaction with the Issuer. The underwriters have financial and other interests that differ from those of the Issuer. (iii) Unlike a municipal advisor, the underwriters do not have fiduciary duty to the Issuer under the federal securities Iaws and are, therefore, not required by federal law to act in the best interests of the Issuer without regard to their own financial or other interests. (iv) The underwriter has a duty to purchase the Bonds from the Issuer at a fair and reasonable price, but must balance that duty with its duty to sell the Bonds to investors at prices that are fair and reasonable. Interpretive Notice Concerning the Application of MSRB Ride G -17 to Underwriters of Municipal Securities (effective August 2, 2012)- (v) The underwriter will review the official statement for the Bonds in accordance with, and as part of, their respective responsibilities to investors under the federal securities laws, as applied to the facts and circumstances of this transaction? IL Disclosures Concerning the Underwr tern' Compensation• The underwriters will be compensated by an underwriting discount that will be set forth in the bond purchase agreement to be negotiated and entered into in connection with the issuance of the Bonds. Payment or receipt of the underwriting fee or discount will be contingent on the closing of the transaction and the amount of the fee or discount may be based, in whole or in part, on a percentage of the principal amount of the Bonds. While this form of compensation is customary in the municipal securities market, it presents a conflict of interest since the underwriter may have an incentive to recommend to the Issuer a transaction that is unnecessary or to recommend that the size of the transaction be larger than is necessary. III Additional Conflicts Disclosures: William Blair & Company has not identified any additional potential or actual material conflicts that require disclosure. Since the underwriter has not recommended a "complex municipal securities financing" to the Issuer, additional disclosures regarding the financing structure for the Bonds are not required under MSRB Rule G -1.7. If you or any other Issuer officials have any questions or concerns about these disclosures, please make those questions or concerns known immediately to the undersigned. In addition, you should consult with the Issuer's own financial and /or municipal,) egal, accounting, tax and other advisors, as applicable, to the extent you deem appropriate. It is our understanding that you have the authority to bind the Issuer by contract with us, and that you are not a party to any conflict of interest relating to the subject transaction. If our understanding is incorrect, please notify the undersigned immediately. We are required to seek your acknowledgement that you have received this letter. Accordingly, please send me an email to that effect or sign and return the enclosed copy of this letter to me at the address set forth below. Depending on the structure of the transaction that the Issuer decides to pursue, or if additional potential or actual material conflicts are identified, we may be required to send you additional disclosures regarding the material financial characteristics and risks of such transaction and /or describing those conflicts. At that time, we also will seek your acknowledgement of receipt of any such additional disclosures. Under federal securities law, an issuer of securities has the primary responsibility for disclosure to investors. The review of the official statement by the underwriters is solely for purposes of satisfying the underwriters' obligations under the federal securities laws and such review should not be construed by an Issuer as a guarantee of the accuracy or completeness of the -- information in the official statement ISSUER ACKNOWLEDGEMENT OF RECEIPT OF WILLIAM BLAIR'S "DISCLOSURE OF UNDERWRITER'S NEW OBLIGATIONS TO STATE AND LOCAL GOVERNMENTS UNDER MSRB RULE G -17" Name of Issuer 5 i, zi e o 4l i !,mr £ Address: 6 Q031 t ",qwhr a Ai .,!ue City /State /Zip: Morton t r zov, ,11. SSU55 Name of Underwriter. Address ' /o`vas Adams City /State /Zip: Name or Short Description of Proposed Bond Issue. S "1. {.xno• ] Oyhjiglilnon '3Err3ds Name of Authorized Issuer Official: [ i,.;. Ho 7f t'Jllag minist ,]i r Acknowledgment: Daniel P. DiMaria, Village President Village of Morton Grove, Illinois Date: February 9, 2015 3 Leuisiative Summary F— _ Ordinance 15 -02 PROVIDING FOR THE ISSUANCE OF NOT TO EXCEED 511,500,000 GENERAL OBLIGATION BONDS, SERIES 2015, OF THE VILLAGE OF MORTON GROVE, COOK COUNTY, ILLINOIS, TO PAY COSTS OF GENERAL MUNICIPAL IMPROVEMENTS WITHIN SAID VILLAGE AND TO REFUND CERTAIN OUTSTANDING BONDS OF SAID VILLAGE, PROVIDING FOR THE LEVY OF A DIRECT ANNUAL TAX SUFFICIENT TO PAY THE PRINCIPAL OF AND INTEREST ON SAID BONDS, AND AUTHORIZING THE SALE OF SAID BONDS TO WILLIAM BLAIR & Introduced: Objective: Purpose: Background: Programs, Departs or Groups Affected Fiscal Impact: Source of Funds: Workload Impact: Administrator Recommendation: First Reading: Special Consider or Requirements: Respectfully submitted: Reviewed bv: z : 3'eresa Hoffimai COMPANY, L,LC, CHICAGO, ILLINOIS February 9, 2015 To provide a cost effective revenue source to refund certain outstanding General Obligation Bonds, Series 2007 in the amount of $6.5 million and issue an additional $5 million for capital projects as provided for in the 2015 budget. The issuance of these tax exempt bonds will allow the Village to refund the outstanding General Obligation Bonds, Series 2007 and fund capital projects. The Village Administrator and Finance Director have researched the most favorable financing arrangements for this purchase and have determined the Village issue tax exempt General Obligation Installment Bonds in the amount of $11,500,000. Staff recommends the Corporate Authorities issue tax exempt bonds to refund the outstanding General Obligation Bonds, Series 2007 and provide $5 million in funding for capital projects identified in the 2015 budget. This ordinance will also allow the Village to reimburse itself for costs incurred for issuing said bonds. The attached document has been prepared by Chapman and Cutler, the Village's Special Bond Counsel and passage of this Bond Ordinance is necessary for the issuance of the bonds. Finance and Legal Departments Not applicable The Village Administrator's office, Finance Department, Corporation Counsel, along with the Village's bond consultant and bond counsel will manage and oversee this work. Approval as presented. Required None _ Reviewed by:_,% -� Counsel Remy Navarrete, Finance Director /Treasurer EXTRACT of MINUTES of a regular public meeting of the President and Board of Trustees of the Village of Morton Grove, Cook County, Illinois, held at the Richard T. Flickinger (Municipal Center, located at 6101 CapuIina Avenue, in said Village, at 7:00 p.m., on the 9th day of February 2015. The President called the meeting to order and directed the Village Clerk to call the roll. Upon the roll being called, Dan DiMaria, the President, and the following Trustees were physically present at said location: Trustees William Grear Sbeldon Marcus John Pietron .John Thill Maria Toth. and Janine Witko. The following Trustees were allowed by a majority of the members of the President and Board of Trustees in accordance with and to the extent allowed by rules adopted by the President and Board of Trustees to attend the meeting by video or audio conference: None No Trustee was not permitted to attend the meeting by video or audio conference. The following Trustees were absent and did not participate in the meeting in any manner or to any extent whatsoever: None Trustee Toth presented for a first reading, and made available to the Trustees and interested members of the public, complete copies of an ordinance entitled: AN ORDINANCE providing for the issuance of not to exceed $11,500,000 General Obligation Bonds, Series 2015, of the Village of Morton Grove, Cook County, Illinois, to pay costs of general municipal improvements within said Village and to refund certain outstanding bonds of said Village, providing for the levy of a direct annual tax sufficient to pay the principal of and interest on said bonds, and authorizing the sale of said bonds to William Blair & Company, L.L.C., Chicago, Illinois. (the "Bond Ordinance "). Trustee moved and Trustee seconded the motion to waive the rule requiring two readings of an ordinance. Bond Ord $11.5 mil — - 2227247 The President directed that the roll be called for a vote upon the motion to waive the rule requiring two readings of an ordinance. Upon the roll being called, the following Trustees voted AYE: Trustees William Grear, Sheldon Marcus, John Pietron John Thili Maria Toth and Janine Witko and the following Trustees voted NAY: None WHEREUPON, the President declared the motion carried. Trustee then moved and Trustee seconded the motion that the Bond Ordinance as presented be adopted. A Board discussion of the matter followed. During the Board discussion, Trustee Toth gave a public recital of the nature of the matter, which included a reading of the title of the Bond Ordinance mid statements that (1) the Bond Ordinance provides for the issuance of not to exceed $11,500,000 general obligation bonds to pay costs of general municipal improvements within the Village and to refund certain of the Village's outstanding General Obligation Bonds, Series 2007, (2) the bonds are issuable without referendum pursuant to the home rule powers of the Village, (3) the Bond Ordinance provides for the levy of taxes sufficient to pay the principal of and interest on the bonds, (4) the Bond Ordinance sets forth the parameters for the issuance of the bonds and sale thereof by designated officials of the Village, and (5) summarized the pertinent terms of said parameters, including the specific parameters governing the manner of sale, length of maturity, rates of interest, purchase price and tax levy for the bonds. The President directed that the roll be called for a vote upon the motion to adopt the Bond Ordinance. Upon the roll being called, the following Trustees voted AYE: Trustees William Grea: Sheldon Marcus, John Pietron John Thill Maria Toth and Janine Witko and the following Trustees voted NAY: None WHEREUPON, the President declared the motion carried and the Bond Ordinance adopted, and henceforth did approve and sign the same in open meeting, and did direct the Village Clerk to record the same in full in the records of the President and Board of Trustees of the Village of Morton Grove, Cook County, Illinois. Other business was duly transacted at said meeting. Upon motion duly made and carried, the meeting adjourned. Ed Ramos, Village Clerk 3 ORDINANCE NUMBER 15 -02 AN ORDINANCE providing for the issuance of not to exceed $11,500,000 General Obli gation Bonds, Series 2015, of the Village of Morton Grove, Cook County, Illinois, to pay costs of general municipal improvements within said Village and to refund certain outstanding bonds of said Village, providing for the levy of a direct annual tax sufficient to pay the principal of and interest on said bonds, and authorizing the sale of said bonds to William Blair & Company, L.L.C., Chicago, Illinois. WHEREAS, by virtue of a referendum duly called, noticed and held on March 18, 1980, and pursuant to the provisions of Section 6 of Article VII of the Constitution of the State of Illinois, the Village of Morton Grove, Cook County, Illinois (the "Village "); is a home rule unit and may exercise any power or perform any function pertaining to its government and affairs including, but not limited to, the power to tax and to incur debt; and WHEREAS, pursuant to the provisions of said Section 6, the Village has the power to incur debt payable from ad valorem property tax receipts or from any other Iawful source and maturing within 40 years from the time it is incurred without prior referendum approval; and WHEREAS, the President and Board of Trustees of the Village (the `Board ") has considered the needs of the Village and has heretofore determined and does hereby determine that it is advisable, necessary and in the best interests of the Village to provide general municipal improvements within the Village including, but not limited to, street, public works and Village Hall improvements and the acquisition of certain vehicles and equipment (the "Project "); and WHEREAS, the estimated cost to the Village of the Project is not less than $5,000,000; and WHEREAS, there are insufficient funds on hand and available to pay the costs of the Project, and it is necessary for that purpose that a sum to pay such costs be borrowed at this time, and in evidence of such indebtedness, general obligation bonds of the Village be issued in a principal amount not to exceed $5,000,000 _(the "Project Bonds "); and WHEREAS, the Village has outstanding General Obligation Bonds, Series 2007, dated November 1, 2007 (the "Prior Bonds "); and WHEREAS, it is necessary and desirable to refund a portion of the Prior Bonds (said portion of the Prior Bonds to be refunded being referred to herein as the "Refunded Bonds" ) in order to realize certain interest cost savings; and WHEREAS, the Refunded Bonds shall be frilly described in the Escrow Agreement referred to in Section 14 hereof and are presently outstanding and unpaid and are binding and subsisting legal obligations of the Village; and WHEREAS, the Board has determined that in order to refund the Refunded Bonds, it is necessary and in the best interests of the Village to borrow an amount not to exceed $6,500,000 and in evidence of such indebtedness issue general obligation bonds of the Village in a principal amount not to exceed $6,500,000 (the "Refunding Bonds ") therefor; and WHEREAS, the Board does hereby determine that it is advisable and in the best interests of the Village to borrow an amount not to exceed $5,000,000 pursuant to the hereinafter- defined Act for the purpose of paying the costs of the Project and, in evidence of such 'borrowing, to issue the Project Bonds in a principal amount not to exceed $5,000,000, to borrow an amount not to exceed $6,500,000 pursuant to the Act for the purpose of refunding the Refunded Bonds and, in evidence of such borrowing, to issue the Refunding Bonds in a principal amount not to exceed $6,500,000, and to issue the Project Bonds and the Refunding Bonds together as one series of bonds in an aggregate principal amount not to exceed $11,500,000; and WHEREAS, in accordance with the terms of the Refunded Bonds, the Refunded Bonds may be called for redemption in advance of their maturity, and it is necessary and desirable to matte such call for the redemption of the Refunded Bonds on their earliest possible call date, and provide for the giving of proper notice to the registered owners of the-Refunded Bonds: Now THEREFORE BE IT ORDAINED by the President and Board of Trustees of the Village of Morton Grove, Cook County, Illinois, in the exercise of its home rule powers, as follows: Section 1. Incorporation of Preambles. The Board hereby finds that all of the recitals contained in the preambles to this Ordinance are true, correct and complete and does incorporate them into this Ordinance by this reference. Section 2. Authorization. It is hereby found and determined that pursuant to the provisions of the Illinois Municipal Code, as supplemented and amended, and the home rule powers of the Village under Section 6 of Article VII of the Illinois Constitution of 1970 (in the event of conflict between the provisions of said code and home rule powers, the home rule powers shall be deemed to supersede the provisions of said code) (the "Act "), the Board has been authorized by law to borrow an amount not to exceed $5,000,000 upon the credit of the Village and as evidence of such indebtedness to issue the Project Bonds to said amount, the proceeds of the Project Bonds to be used to pay costs of the Project, and to borrow an amount not to exceed $6,500,000 upon the credit of the Village and as evidence of such indebtedness to issue the Refunding Bonds to said amount, the proceeds of the Refunding Bonds to be used to refund the Refunded Bonds, and that it is necessary and for the best interests of the Village that there be issued an amount not to exceed $11,500,000 of the bonds so authorized together as one series of bonds to pay costs of the Project and to refund the Refunded Bonds, and these findings and determinations shall be deemed conclusive. Section 3. Bond Details. There be borrowed by for and on behalf of the Village an amount not to exceed $11,500,000 for the purposes aforesaid, and that bonds of the Village shall 1. be issued to said amount and shall be designated "General Obligation Bonds, Series 2015" (the "Bonds "). The Bonds shall be dated such date (not prior to February 15, 2015, and not later than August 1, 2015) as set forth in the Bond Notification (as hereinafter defined), and shall also bear -3- the date of authentication, shall be in fully registered form, shall be in denominations of $5,000 each or authorized integral multiples thereof (but no single Bond shall represent installments of principal maturing on more than one date), and shall be numbered 1 and upward. The Bonds shall become due and payable serially or be subject to mandatory redemption (subject to prior redemption as hereinafter described) on December 15 of each of the years (not later than 2024), in the amounts (not exceeding $2,000,000 per year) and bearing interest at the rates per annum (not exceeding 5.00% per annum) as set forth in the Bond Notification. The Bonds shall bear interest from their date or from the most recent interest payment date to which interest has been paid or duly provided for, until the principal amount of the Bonds is paid, such interest (computed upon the basis of a 360 -day year of twelve 30 -day months) being payable semi- annually commencing with the first interest payment date as set forth in the Bond Notification, and on June 15 and December 15 of each year thereafter to maturity. Interest on each Bond shall be paid by check or draft of the bond registrar and paying agent (which shall be a bank or trust company with an office located in the State of Illinois) set forth in the Bond Notification (the `Bond Registrar "), payable upon presentation in lawful money of the United States of America, to the person in whose name such Bond is registered at the close of business on the 1 st day of the month of the interest payment date. The principal of the Bonds shall be payable in lawful money of the United States of America at the principal corporate trust office of the Bond Registrar. Section 4. Execution; Authentication. The Bonds shall be executed on behalf of the Village by the manual or facsimile signature of its President and attested by the manual or facsimile signature of its Village Clerk, as they may determine, and shall have impressed or imprinted thereon the corporate seal or facsimile thereof of the Village. In case any such officer whose signature shall appear- on any Bond shall cease to be such officer before the delivery of -4- such Bond, such signature shall nevertheless be valid and sufficient for all purposes, the same as if such officer bad remained in office until delivery. All Bonds shall have thereon a certificate of authentication, substantially in the form hereinafter set forth, duly executed by the Bond Registrar as authenticating agent of the Village and showing the date of authentication. No Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit under this Ordinance unless and until such certificate of authentication shall have been duly executed by the Bond Registrar by manual signature, and such certificate of authentication upon any such Bond shall be conclusive evidence that such Bond has been authenticated and delivered under this Ordinance. Section. 5. Registration of Bonds; Persons Treated as Owners. (a) General. The Village shall cause books (the "Bond Register ") for the registration and for the transfer of the Bonds as provided in this Ordinance to be kept at the principal corporate trust office of the Bond Registrar, which is hereby constituted and appointed the registrar of the Village for the Bonds. The Village is authorized to prepare, and the Bond Registrar or such other agent as the Village may designate shall keep custody of, multiple Bond blanks executed by the Village for use in the transfer and exchange of Bonds. Subject to the provisions of this Ordinance relating to the Bonds in Book Entry Form, any Bond may be transferred or exchanged, but only in the manner, subject to the limitations, and upon payment of the charges as set forth in this Ordinance. Upon surrender for transfer or exchange of any Bond at the principal corporate trust office of the Bond Registrar, duly endorsed by or accompanied by a written instrument or instruments of transfer or exchange in form satisfactory to the Bond Registrar and duly executed by the registered owner or an attorney for such owner duly authorized in writing, the Village shall execute and the Bond Registrar shall authenticate, date and deliver in the name of the transferee or transferees or, in the case of an exchange, the registered owner, a new fully registered Bond or Bonds of like tenor. of _j_ the same maturity, bearing the same interest rate, of authorized denominations, for a like aggregate principal amount. The Bond Registrar shall not be required to transfer or exchange any Bond during the period beginning at the close of business on the lst day of the month of any interest payment date on such Bond and ending at the opening of business on such interest payment date, nor to transfer or exchange any Bond after notice calling such Bond for redemption has been mailed, nor during a period of fifteen (15) days next preceding mailing of a notice of redemption of any Bonds. The execution by the Village of any fully registered Bond shall constitute full and due authorization of such Bond, and the Bond Registrar shall thereby be authorized to authenticate, date and deliver such Bond; provided, however, the principal amount of Bonds of each maturity authenticated by the Bond Registrar shall not at any one time exceed the authorized principal amount of Bonds for such maturity less the amount of such Bonds which have been paid. The person in whose name any Bond shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of the principal of or interest on any Bond shall be made only to or upon the order of the registered owner- thereof or his or her legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid. No service charge shall be made to any registered owner of Bonds for any transfer or exchange of Bonds, but the Village or the Bond Registrar may require payment of a sum suffi- cient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Bonds, except in the case of the issuance of a Bond or Bonds for the unredeemed portion of a Bond surrendered for redemption. (b) Global Book -Entry System. The Bonds shall be initially issued in the form of a separate single fully registered Bond for each of the maturities of the Bonds determined as -6- described in Section 3 hereof. Upon initial issuance, the ownership of each such Bond shall be registered in the Bond Register in the name of Cede & Co., or any successor thereto ("Cede "), as nominee of The Depository Trust Company, New York, New York, and its successors and assigns ( "DTC"). All of the outstanding Bonds shall be registered in the Bond Register in the name of Cede, as nominee of DTC, except as hereinafter provided. Any officer of the Village who is a signatory on the Bonds is authorized to execute and deliver, on behalf of the Village, such letters to or agreements with DTC as shall be necessary to effectuate such book -entry system (any such letter or agreement being referred to herein as the "Representation Letter "), which Representation Letter may provide for the payment of principal of or interest on the Bonds by wire transfer. With respect to Bonds registered in the Bond Register in the name of Cede, as nominee of DTC, the Village and the Bond Registrar shall have no responsibility or obligation to any broker- dealer, bank or other financial institution for which DTC holds Bonds from time to time as securities depository (each such broker - dealer, bank or other financial institution being referred to herein as a "DTC Participant") or to any person on behalf of whom such a DTC Participant holds an interest in the Bonds. Without limiting the immediately preceding sentence, the Village and the Bond Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other person, other than a registered owner of a Bond as shown in the Bond Register, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant or any other person, other than a registered owner of a Bond as shown in the Bond Register, of any amount with respect to the principal of or interest on the Bonds. The Village and the Bond Registrar may treat and consider the person in whose name each Bond is registered -7- in the Bond Register as the holder and absolute owner of such Bond for the purpose of payment of principal and interest with respect to such Bond, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfers with respect to such Bond, and for all other purposes whatsoever. The Bond Registrar- shall pay all principal of and interest on the Bonds only to or upon the order of the respective registered owners of the Bonds, as shown in the Bond Register, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Village's obligations with respect to payment of the principal of and interest on the Bonds to the extent of the sum or sums so paid. No person other than a registered owner of a Bond as shown in the Bond Register, shall receive a Bond evidencing the obligation of the Village to make payments of principal and interest with respect to any Bond. Upon delivery by DTC to the Bond Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede, and subject to the provisions in Section 3 hereof with respect to the payment of interest to the registered owners of Bonds at the close of business on the 1st day of the month of the applicable interest payment date, the name "Cede" in this Ordinance shall refer to such new nominee of DTC. In the event that (i) the Village determines that DTC is incapable of discharging its responsibilities described herein and in the Representation Letter, (ii) the agreement among the Village, the Bond Registrar and DTC evidenced by the Representation Letter shall be terminated for any reason or (iii) the Village determines that it is in the best interests of the beneficial owners of the Bonds that they be able to obtain certificated Bonds, the Village shall notify DTC and DTC Participants of the availability through DTC of certificated Bonds and the Bonds shall no longer be restricted to being registered in the Bond Register in the name of Cede, as nominee of DTC. At that time, the Village may determine that the Bonds shall be registered in the name 8 of and deposited with such other depository operating a universal book -entry system, as may be acceptable to the Village, or such depository's agent or designee, and if the Village does not select such alternate universal book -entry system, then the Bonds may be registered in whatever name or names registered owners of Bonds transferring or exchanging Bonds shall designate, in accordance with the provisions of Section 5(a) hereof. Notwithstanding any other provisions of this ordinance to the contrary, so long as any Bond is registered in the name of Cede, as nominee of DTC, all payments with respect to principal of and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, in the name provided in. the Representation Letter, Section 6. Redemption. (a) Optional Redemption. All or a portion of the Bonds due on and after the date, if any, specified in the Bond Notification shall be subject to redemption prior to maturity at the option of the Village from any available funds, as a whole or in part, and if in part in integral multiples of $5,000 in any order of their maturity as determined by the Village (less than all of the Bonds of a single maturity to be selected by the Bond Registrar), on the date specified in the Bond Notification (but not later than December 15, 2023), and on any date thereafter, at the redemption price of par plus accrued interest to the date fixed for redemption. (b) Mandatory Redemption. The Bonds maturing on the date or dates, if any, indicated in the Bond Notification are subject to mandatory redemption, in integral multiples of $5,000 selected by lot by the Bond Registrar, at a redemption price of par plus accrued interest to the redemption date, on December 15 of the years, if any, and in the principal amounts, if any, as indicated in the Bond Notification. The principal amounts of Bonds to be mandatorily redeemed in each year may be reduced through the earlier- optional redemption thereof, with any partial optional redemptions of such -9- Bonds credited against future mandatory redemption requirements in such order of the mandatory redemption dates as the Village may determine. In addition, on or prior to the 60th day preceding any mandatory redemption date, the Bond Registrar may, and if directed by the Board shall, purchase Bonds required to be retired on such mandatory redemption date. Any such Bonds so purchased shall be cancelled and the principal amount thereof shall be credited against the mandatory redemption required on such next mandatory redemption date. (e) General. The Bonds shall be redeemed only in the principal amount of $5,000 and integral multiples thereof. The Village shall, at least forty -five (45) days prior to any optional redemption date (unless a shorter time period shall be satisfactory to the Bond Registrar) notify the Bond Registrar of such redemption date and of the principal amount and maturity or maturities of Bonds to be redeemed. For purposes of any redemption of less than all of the outstanding Bonds of a single maturity, the particular Bonds or portions of Bonds to be redeemed shall be selected by lot by the Bond Registrar from the Bonds of such maturity by such method of lottery as the Bond Registrar shall deem fair and appropriate; provided that such lottery shall provide for the selection for redemption of Bonds or portions thereof so that any $5,000 Bond or $5,000 portion of a Bond shall be as likely to be called for redemption as any other such $5,000 Bond or $5,000 portion. The Bond Registrar shall make such selection upon the earlier of the irrevocable deposit of funds with an escrow agent sufficient to pay the redemption price of the Bonds to be redeemed or the time of the giving of official notice of redemption. The Bond Registrar shall promptly notify the Village in writing of the Bonds or portions of Bonds selected for redemption and, in the case of any Bond selected for partial redemption, the principal amount thereof to be redeemed. Section 7. Redemption Procedure. Unless waived by any holder of Bonds to be redeemed, notice of the call for any such redemption shall be given by the Bond Registrar on -10- behalf of the Village by mailing the redemption notice by first class mail at least thirty (30) days and not more than sixty (60) days prior to the date fixed for redemption to the registered owner of the Bond or Bonds to be redeemed at the address shown on the Bond Register or at such other address as is furnished in writing by such registered owner to the Bond Registrar. All notices of redemption shall state: (1) the redemption date, (2) the redemption price, (3) if less than all outstanding Bonds are to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts) of the Bonds to be redeemed, (5) the place where such Bonds are to be surrendered for payment of the redemption price, which place of payment shall be the principal corporate trust office of the Bond Registrar, and (6) such other information then required by custom, practice or industry standard. Unless moneys sufficient to pay the redemption price of the Bonds to be redeemed at the option of the Village shall have been received by the Bond Registrar prior to the giving of such notice of redemption, such notice may, at the option of the Village, state that said redemption shall be conditional upon the receipt of such moneys by the Bond Registrar on or prior to the date fixed for redemption. if such moneys are not received, such notice shall be of no force and effect, the Village shall not redeem such Bonds, and the Bond Registrar shall give notice, in the same manner in which the notice of redemption shall have been given, that such moneys were not so received and that such Bonds will not be redeemed. Otherwise, prior to any redemption -11- (4) that on the redemption date the redemption price will become due and payable upon each such Bond or portion thereof called for redemption, and that interest thereon shall cease to accrue from and after said date, (5) the place where such Bonds are to be surrendered for payment of the redemption price, which place of payment shall be the principal corporate trust office of the Bond Registrar, and (6) such other information then required by custom, practice or industry standard. Unless moneys sufficient to pay the redemption price of the Bonds to be redeemed at the option of the Village shall have been received by the Bond Registrar prior to the giving of such notice of redemption, such notice may, at the option of the Village, state that said redemption shall be conditional upon the receipt of such moneys by the Bond Registrar on or prior to the date fixed for redemption. if such moneys are not received, such notice shall be of no force and effect, the Village shall not redeem such Bonds, and the Bond Registrar shall give notice, in the same manner in which the notice of redemption shall have been given, that such moneys were not so received and that such Bonds will not be redeemed. Otherwise, prior to any redemption -11- date, the Village shall deposit with the Bond Registrar an amount of money sufficient to pay the redemption price of all the Bonds or portions of Bonds which are to be redeemed on that date. Subject to the provisions for a conditional redemption described above, notice of redemption having been given as aforesaid, the Bonds or portions of Bonds so to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified, and from and after such date (unless the Village shall default in the payment of the redemption price) such Bonds or portions of Bonds shall cease to bear interest. Upon surrender of such Bonds for redemption in accordance with said notice, such Bonds shall be paid by the Bond Registrar at the redemption price. Installments of interest due on or prior to the redemption date shall be payable as herein provided for payment of interest. Upon surrender for any partial redemption of any Bond, there shall be prepared for the registered holder a new Bond or Bonds of the same maturity in the amount of the unpaid principal. If any Bond or portion of Bond called for redemption shall not be so paid upon surrender thereof for redemption, the principal shall, until paid, bear interest from the redemption date at the rate borne by the Bond or portion of Bond so called for redemption. All Bonds which have been redeemed shall be cancelled and destroyed by the Bond Registrar and shall not be reissued. Section 8. Form of Bond, The Bonds shall be in substantially the form hereinafter set forth; provided, however, that if the text of the Bonds is to be printed in its entirety on the front side of the Bonds, then the second paragraph on the front side and the legend "See Reverse Side for Additional Provisions" shall be omitted and the text of paragraphs set forth for the reverse side, as appropriate, shall be inserted immediately after the first paragraph. -12- REGISTERED [FORM OF BOND- FRONT SIDE] No. UNITED STATES OF AMERICA STATE OF ILLINOIS COUNTY OF COOK N7ILLAGE OF MORTON GROVE GENERAL OBLIGATION BOND. SERIES 2025 See Reverse Side for Additional Provisions Interest Maturity Rate: % Date: December 15, 20 Registered Owner: Principal Amount: Dated Date: --,m15 CUSIP: REGISTERED S KNOW ALL PERSONS BY TIiESE PRESENTS that the Village of MOFIon Grove, Cook County, Illinois, a municipality, home rule unit, and political subdivision of the State of IlIinois (the "Pillage "), hereby aelrnowledges itself to owe and for value received promises to pay to fhe Registered Owner identified above, or registered assigns as hereinafter provided, on the Maturity Date identified above, the Principal Amount identified above and to pay interest (computed on the basis of a 360 -day year of twelve 30-day months) on such Principal Amount from the later of the Dated Date of this Bond identified above or from the most recent interest payment date to which interest has been paid or duly provided for, at the Interest Rate per annum identified above, such interest to be payable on June 15 and December I5 of each year, commencing 1.5, 20, until said Principal Amount is paid or duly provided for. The principal of this Bond is payable in lawful money of the United States of America upon presentation hereof at the principal corporate trust office of Illinois, as bond registrar and paying agent (the `Bond Registrar "). Payment of interest shall be made to the Registered Owner hereof as shown on the registration books of the Village 13 maintained by the Bond Registrar, at the close of business on the 1st day of the month of the interest payment date. Interest shall be paid by check or draft of the Bond Registrar, payable upon presentation in lawful money of the United States of America, mailed to the address of such Registered Owner as it appears on such registration books, or at such other address furnished in writing by such Registered Owner to the Bond Registrar. For the prompt payment of this Bond both principal and interest at maturity, the full faith, credit and resources of the Village are hereby irrevocably pledged. Reference is hereby made to the further provisions of this Bond set forth on the reverse hereof, and such further provisions shall for all purposes have the sauce effect as if set forth at this place. It is hereby certified and recited that all conditions, acts and things required by the Constitution and Laws of the State of Illinois to exist or to be done precedent to and in the issuance of this Bond, including the Act, have existed and have been properly done, happened and been performed in regular and due form and time as required by law; that the indebtedness of the Village, represented by the Bonds, and including all other indebtedness of the Village, howsoever evidenced or incurred, does not exceed any constitutional or statutory or other lawful limitation; and that provision has been made for the collection of a direct annual tax, in addition to all other taxes, on all of the taxable property in the Village sufficient to pay the interest hereon as the same falls due and also to pay and discharge the principal hereof at maturity. This Bond shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the Bond Registrar. -14- IN WITNESS WHEREOF the Village of Morton Grove, Cook County, Illinois, by its President and Board of Trustees, authorized facsimile signature of facsimile signature of its Villagt impressed or reproduced hereon, above. ATTEST: Ed Ramos, Village Clerk, Village of Morton. Grove Cook County, Illinois [SEAL] has caused this Bond to be executed by the its President and attested by the manual or Clerk and its corporate seal or a facsimil all as appearing hereon and as of the Dated Date of Authentication: February 10, 2015 manual or duly duly authorized e thereof to be Date identified Daniel P. DiMaria, Village President, Village of Morton Grove Cook County, Illinois CERTIFICATE Bond Registrar and Paying Agent: OF AUTHENTICATION Illinois This Bond is one of the Bonds described in the within mentioned ordinance and is one of the General Obligation Bonds, Series 2015, of the Village of Morton Grove, Cook County, Illinois. as Bond Registrar By Authorized Officer -15- [FORM OF BOND - REVERSE SIDE] VILLAGE OR MORTON GROVE COOK COUNTY, ILLINOIS GENERAL, OBLIGATION BOND, SERIES 2015 This Bond is one of a series of bonds (the "Bonds ") in the aggregate principal amount of S. issued by the Village for the purpose of paying the cost of general municipal improvements and refunding certain outstanding bonds of the Village, and paying expenses incidental thereto, all as described and defined in the Ordinance of the Village, adopted by the President and Board of Trustees of the Village on the 9th day of February 2015, authorizing the Bonds (the "Ordinance "), pursuant to and in all respects in compliance with the applicable provisions of the Illinois Municipal Code, as amended; as further supplemented and, where necessary, superseded, by the powers of the Village as a home rule unit under the provisions of Section 6 of Article VII of the Illinois Constitution of 1970; and as further supplemented by the Local Government Debt Reform Act of the State of Illinois, as amended (collectively, such Illinois Municipal Code, constitutional home rule powers, and Refonn Act being the 'Act "), and with the Ordinance, which has been duly approved by the President, and published, in all respects as by law required. [Optional and Mandatory Redemption provisions, as applicable, will be inserted here]. [Notice of any such redemption shall be sent by first class mail not less than thirty (30) days nor more than sixty (60) days prior to the date fixed for redemption to the registered owner of each Bond to be redeemed at the address shown on the registration books of the Village maintained by the Bond Registrar or at such other address as is furnished in writing by such registered owner to the Bond Registrar. When so called for redemption, this Bond will cease to bear interest on the specified redemption date, provided funds for redemption are on deposit at the place of payment at that time, and shall not be deemed to be outstanding.] -16- This Bond is transferable by the Registered Owner hereof in person or by his attorney duly authorized in writing at the principal corporate trust office of the Bond Registrar in Illinois, but only in the manner, subject to the limitations and upon payment of the charges provided in the Ordinance, and upon surrender and cancellation of this Bond. Upon such transfer a new Bond or Bonds of authorized denominations of the same maturity and for the same aggregate principal amount will be issued to the transferee in exchange therefor. The Bonds are issued in fully registered form in the denomination of $5.000 each or authorized integral multiples thereof. This Bond may be exchanged at the principal corporate trust office of the Bond Registrar for a like aggregate principal amount of Bonds of the same maturity of other authorized denominations, upon the terms set forth in the Ordinance. The Bond Registrar shall not be required to transfer or exchange any Bond during the period beginning at the close of business on the 1 st day of the month of any interest payment date on such Bond and ending at the opening of business on such interest payment date, nor to transfer or exchange any Bond after notice calling such Bond for redemption has been mailed, 'nor during a period of fifteen (15) days next preceding mailing of a notice of redemption of any Bonds. The Village and the Bond Registrar may deem and treat the Registered Owner hereof as the absolute owner hereof for the purpose of receiving payment of or on account of principal hereof and interest due hereon and for all other purposes, and neither the Village nor the Bond Registrar shall be affected by any notice to the contrary. -17- Ass1GNIMENT Fop, VALUE RECEIVED, the undersigned sells, assign, and transfers unto Here insert Social Security Number, Employer Identification Number or other Identifying Number (Name and Address of Assignee) the within Bond and does hereby irrevocably constitute and appoint as attorney to transfer the said Bond on the books kept for registration thereof with full power of substitution in the premises. Dated: Signature guaranteed: NOTICE: The signature to this transfer and assignment must correspond with the name of the Registered Owner as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever. Section 9. Sale of Bonds. The President and the Village Administrator of the Village (the `Designated Representatives ") are hereby authorized to proceed not later than the reorganizational meeting of the Board following the April 7, 2015 consolidated election (if changes in Board membership occur) or the 9th day of July, 2015 (if no changes in Board membership occur), without any further authorization or direction from the Board, to sell the Bonds upon the terms as prescribed in this Ordinance. The Bonds hereby authorized shall be executed as in this Ordinance provided as soon after the delivery of the Bond Notification as may be, and thereupon be deposited with the Village Treasurer of the Village, and, after authentication thereof by the Bond Registrar, be by said Treasurer delivered to William Blair & Company, L.L.C., Chicago, Illinois, the purchaser thereof (the "Purchaser "), upon receipt of the ._purchase price therefor, the same being not less than 98% of the principal amount of the Bonds -18- plus accrued interest to date of delivery, it being hereby found and determined that the sale of the Bonds to the Purchaser is in the best interests of the Village and that no person holding any office of the Village, either by election or appointment, is in any manner financially interested directly in his own name or indirectly in the name of any other person, association, trust or corporation, in the sale of the Bonds to the Purchaser. Prior to the sale of the Bonds, any of the Designated Representatives is hereby authorized to approve and execute a commitment for the purchase of a Municipal Bond Insurance Policy (as hereinafter defined), to further secure the Bonds, as long as the present value of the fee to be paid for the Municipal Bond Insurance Policy (using as a discount rate the expected yield on the Bonds treating the fee paid as interest on the Bonds) is less than the present value of the interest reasonably expected to be saved on the Bonds over the term of the Bonds as a result of the Municipal Bond Insurance Policy. Upon the sale of the Bonds, the Designated Representatives shall prepare a Notification of Sale of the Bonds, which shall include the pertinent details of sale as provided herein (the `(Bond Notifzcatfon `). In the Bond Notification, the Designated Representatives shall find and determine that the Bonds have been sold at such price and bear interest at such rates that either the true interest cost (yield) or the net interest rate received upon the sale of the Bonds does not exceed the maximum rate otherwise authorized by applicable law and that the net present value debt service savings to the Village as a result of the issuance of the Bonds and the refunding of the Refunded Bonds is not less than 3.0% of the principal amount of the Refunded Bonds, The Bond Notification shall be entered into the records of the Village and made available to the Board at the next regular meeting thereof, but such action shall be for information purposes only, and the Board shall have no right or authority at such time to approve or reject such sale as evidenced in the Bond Notification. -19- Upon the sale of the Bonds, as evidenced by the execution and delivery of the Bond Notification by the Designated Representatives, the President, Village Clerk and Village Treasurer of the Village and any other officers of the Village, as shall be appropriate, shall be and are hereby authorized and directed to approve or execute, or both, such documents of sale of the Bonds as may be necessary, including, without limitation, the contract for the sale of the Bonds between the Village and the Purchaser (the "Purchase Contract "). Prior to the execution and delivery of the Purchase Contract, the Designated Representatives shall find and determine that no person holding any office of the Village, either by election or appointment, is in any manner financially interested directly in his own name or indirectly in the name of any other person, association, trust or corporation, in the Purchase Contract. The use by the Purchaser of any Preliminary Official Statement and any final Official Statement relating to the Bonds (the "Official Statement ") is hereby ratified, approved and authorized; the execution and delivery of the Official Statement is hereby authorized; and the officers of the Board are hereby authorized to take any action as may be required on the part of the Village to consummate the transactions contemplated by the Purchase Contract, this Ordinance, said Preliminary Official Statement, the Official Statement and the Bonds. Section. 10. Security for the Bonds. The Bonds are a general obligation of the Village, for which the full faith and credit of the Village are irrevocably pledged, and are payable from the levy of taxes on all of the taxable property in the Village, without limitation as to rate or amount, and from any other Iawfully available funds. Section 11. Tax Leiy. In order to provide for the collection of a direct annual tax sufficient to pay the interest on the Bonds as it falls due, and also to pay and discharge the principal thereof at maturity, there be and there is hereby levied upon all the taxable property within the Village a direct annual tax for each of the years while the Bonds or any of them are -20- outstanding, in amounts sufficient for that purpose, and that there be and there is hereby levied upon all of the taxable property in the Village, the following direct annual tax, to -wit: FOR THE YEAR A TAX SUFFICIENT TO PRODUCE THE SUM OF: 2014 $2,100,000 for interest and principal up to and including December 15, 2015 2015 $2,100,000 for interest and principal 2016 $2,100,000 for interest and principal 2017 $2,100,000 for interest and principal 2018 $2,100,000 for interest and principal 2019 $2,100,000 for interest and principal 2020 $2,100,000 for interest and principal 2021 $2,100,000 for interest and principal 2022 $2,100,000 for interest and principal 2023 $2,100,000 for interest and principal Principal or interest maturing at any time when there are not sufficient funds on hand from the foregoing tax levy to pay the same shall be paid from the general funds of the Village, and the fund from which such payment was made shall be reimbursed out of the taxes hereby levied when the same shalt be collected. The Village covenants and agrees with the purchasers and the holders of the Bonds that so long as any of the Bonds remain outstanding, the Village will take no action or fail to take any action which in any way would adversely affect the ability of the Village to levy and collect the P oregoing tax levy and the Village and its officers will comply with all present and future applicable laws in order to assure that the foregoing taxes will be levied, extended and collected as provided herein and deposited in the fund established to pay the principal of and interest on the Bonds. To the extent that the taxes levied above exceed the amount necessary to pay debt service on the Bonds as set forth in the Bond Notification, the President, Village Clerk and Village Treasurer of the Village are hereby authorized to direct the abatement of such taxes to the extent of the excess of- -such Levy in each year over the amount necessary to pay debt service on the -21- Bonds in the following bond year. Proper notice of such abatement shall be filed with the County Clerk of The County of Cook, Illinois (the "County Clerk "), in a timely manner to effect such abatement. Section 12. Filing of Ordinance and Certificate of Reduction of Taxes. Forthwith upon the passage of this Ordinance, the Village Clerk of the Village is hereby directed to file a certified copy of this Ordinance with the County Cleric, and it shall be the duty of the County Cleric to annually in and for each of the years 2014 to 2023, inclusive, ascertain the rate necessary to produce the tax herein levied, and extend the same for collection on the tax books against all of the taxable property within the Village in connection with other taxes levied in each of said years for general municipal purposes, in order to raise the respective amounts aforesaid and in each of said years such annual tax shall be computed, extended and collected in the same manner as now or hereafter provided by law for the computation, extension and collection of taxes for general municipal purposes of the Village, and when collected, the taxes hereby levied shall be placed to the credit of a special fund to be designated `Bond and Interest Fund Account of 2015" (the `Bond Fund "), which taxes are hereby irrevocably pledged to and shall be used only for the purpose of paying the principal of and interest on the Bonds. The President, Village Clerk and Village Treasurer of the Village be and the same are hereby directed to prepare and file with the County Clerk, a Certificate of Reduction of Taxes Heretofore Levied' for the Payment of Bonds showing the Prior Bonds being refunded and directing the abatement of the taxes heretofore levied for the years 2014 to 2023, inclusive, to pay the Refunded Bonds. Section 13. Use of Taxes Heretofore Levied. All proceeds received or to be received from any taxes heretofore levied to pay principal and interest on the Refunded Bonds, including the proceeds received or to be received from the taxes levied for the year 2013 for such purpose, _22_ shall be used to pay the principal of and interest on the Refunded Bonds and to the extent that such proceeds are not needed for such purpose because of the establishment of the escrow referred to in Section 14 hereof, the same shall be deposited into the Bond Fund and used to pay principal and interest on the Bonds in accordance with all of the provisions of this Ordinance. Section 14. Use of Bond Proceeds. Accrued interest received on the delivery of the Bonds is hereby appropriated for the purpose of paying first interest due on the Bonds and is hereby ordered deposited into the Bond Fund. The principal proceeds of the Project Bonds and any premium received from the sale of the Project Bonds are hereby appropriated to pay the costs of issuance of the Project Bonds and for the purpose of paying the cost of the Project, and that portion thereof not needed to pay such costs of issuance is hereby ordered deposited into the Series 2015 Project Fund of the Village (the "Project Fund"). Simultaneously with the delivery of the Bonds, the principal proceeds of the Refunding Bonds, together with any premium received from the sale of the Refunding Bonds and such additional amounts as may be necessary from the general funds of the Village, are hereby appropriated to pay the costs of issuance of the Refunding Bonds and for the purpose of refunding the Refunded Bonds, and that portion thereof not needed to pay such costs is hereby ordered deposited in escrow pursuant to an Escrow Letter Agreement (the "Escrow Agreement ") to be entered into between the Village and the Bond Registrar or the bond registrar and paying agent for the Refunded Bonds, as escrow agent (tire "Escrow Agent "), in substantially the form attached hereto as Exhibit and made a part hereof by this reference, or with such changes therein as shall be approved by the officers of the Village executing the Escrow Agreement, such execution to constitute evidence of the approval of such changes, for the purpose of paying the principal of and interest on the Refunded Bonds when due and upon redemption thereof. The -23- Board approves the form, terms and provisions of the Escrow Agreement and directs the President and Village Clerk of the Village to execute, attest and deliver the Escrow Agreement in the name and on behalf of the Village. Amounts in the escrow may be used to purchase U.S. Treasury Securities — State and Local Government Series (the "Government Securities ") to provide for the principal and interest payable on when the Refunded Bonds are redeemed. The Escrow Agent and the Purchaser are each hereby authorized to act as agent for the Village in the purchase of the Government Securities. At the time of the issuance of the Bonds, the costs of issuance of the Bonds may be paid by the Purchaser on behalf of the Village from the proceeds of the Bonds. In accordance with the redemption provisions of the ordinance authorizing the issuance of the Refunded Bonds, the Village by the Board does hereby make provision for the payment of and does hereby call (subject only to the delivery of the Bonds) the Refunded Bonds for redemption on their earliest possible and practicable redemption date, all as provided by the terms of the Escrow Agreement. Section 15. Non - Arbitrage and Tax - Exemption. One purpose of this Section is to set forth various facts regarding the Bonds and to establish the expectations of the Board and the Village as to future events regarding the Bonds and the use of Bond proceeds. The certifications, covenants and representations contained herein and at the time of the Closing are made on behalf of the Village for the benefit of the owners from time to time of the Bonds. In addition to providing the certifications, covenants and representations contained herein, the Village hereby covenants that it will not take any action, omit to take any action or permit the taking or omission of any action within its control (including, without limitation, malting or permitting any use of the proceeds of the Bonds) if taking, permitting or omitting to take such action would cause any of the Bonds to be an arbitrage bond or a private activity bond within the meaning of the -24- hereinafter defined Code or would otherwise cause the interest on the Bonds to be included in the gross income of the recipients thereof for federal income tax purposes. The Village acknowledges that, in the event of an examination by the internal Revenue Service (the `IRS ") of the exemption from federal income taxation for interest paid on the Bonds, under present . rules, the Village may be treated as a "taxpayer" in such examination and agrees that it will respond in a commercially reasonable manner to any inquiries from the IRS in connection with such an examination. The Board and the Village certify, covenant and represent as follows: 1. L Definitions. In addition to such other words and terms used and defined in this Ordinance, the following words and terms used in this Section shall have the following meanings unless, in either case, the context or use clearly indicates another or different meaning is intended: "Affiliated Person" means any Person that (a) at any time during the six months prior to the execution and delivery of the Bonds, (i) has more than five percent of the voting power of the governing body of the Village in the aggregate vested in its directors, officers, owners, and employees or, (ii) has more than five percent of the voting power of its governing body in the aggregate vested in directors, officers, board members or employees of the Village or (b) during the one -year period beginning six months prior to the execution and delivery of the Bonds, (i) the composition of the governing body of which is modified or established to reflect (directly or indirectly) representation of the interests of the Village (or there is an agreement, understanding, or arrangement relating to such a modification or establishment during that one -year period) or (ii) the composition of the governing body of the Village is modified or established to reflect (directly or indirectly) representation of the interests of such Person (or there is an agreement, understanding, or arrangement relating to such a modification or establishment during that one -year period). "Bond Counsel 75 means Chapman and Cutler LLP or any other nationally recognized firm of attorneys experienced in the field of municipal bonds whose opinions are generally accepted by purchasers of municipal bonds. "Capital Expenditures" means costs of a type that would be properly chargeable to a capital account under the Code (or would be so chargeable with a proper election) under federal income tax principles if the Village were treated as a corporation subject to federal income taxation, taking into account the definition of Placed -in- Service set forth herein. "Closing° .means the first date on which the Village is receiving the purchase price for the Bonds. -25- "Code" means the Internal Revenue Code of 1986, as amended. "Commingled Fund Y, means any fund or account containing both Gross Proceeds and an amount in excess of 525,000 that are not Gross Proceeds if the amounts in the fund or account are invested and accounted for, collectively, without regard to the source of funds deposited in the fund or account. An open -ended regulated investment company under Section 851 of the Code is not a Commingled Fund. "Control" means the possession, directly or indirectly through others, of either of the following discretionary and non - ministerial rights or powers over another entity: (a) to approve and to remove without cause a controlling portion of the governing body of a Controlled Entity; or (b) to require the use of funds or assets of a Controlled Entity for any purpose. "Controlled Entity' means any entity or one of a group of entities that is subject to Control by a Controlling Entity or group of Controlling Entities. "Controlled Group" means a group of entities directly or indirectly subject to Control by the same entity or group of entities, including the entity that has Control of the other entities. "Controlling Entity" means any entity or one of a group of entities directly or indirectly having Control of any entities or group of entities. "Costs ofissuance" means the costs of issuing the Bonds, including underwriters' discount and legal fees, but not including the fees for the Credit Facility described in paragraph 5.8 hereof. "Credit Facility" means the municipal bond insurance policy issued by the Credit Facility Provider. "Credit Facility Provider" means the insurance company, if any, insuring the payment of all or a portion of the principal of and interest on the Bonds. `De minimis Amount of Original Issue Discount or Premium "means with respect to an obligation (a) any original issue discount or premium that does not exceed two percent of the stated redemption price at maturity of the Bonds plus (b) any original issue premium that is attributable exclusively to reasonable underwriter's compensation. "Escrow Account" means the account established pursuant to the Escrow Agreement. "Escrow Agent " means the escrow agent under the Escrow Agreement. -26- "Escrow Agreement" means the agreement between the Escrow Agent and the Village providing for the deposit in trust of certain Government Securities for the purpose of refunding in advance of maturity the Refunded Bonds. "External Commingled Fund" means a Commingled Fund in which the Village and all members of the same Controlled Group as the Village own, in the aggregate, not more than ten percent of the beneficial interests. "GIC " means (a) any investment that has specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated interest rate and (b) any agreement to supply investments on two or more future dates (e.g., a forward supply contract). "Government Securities" means the obligations held and to be held under the Escrow Agreement. "Gross Proceeds" means amounts in the Bond Fund, the Escrow Account and the Project Fund. "Net Sale Proceeds" means amounts actually or constructively received from the sale of the Bonds reduced by any such amounts that are deposited in a reasonably required reserve or replacement fund for the Bonds. "Person" means any entity with standing to be sued or to sue, including any natural person, corporation, body politic, governmental unit, agency, authority, partnership, trust, estate, association, company, or group of any of the above. "Placed -in- Service" means the date on which, based on all facts and circumstances (a) a facility has reached a degree of completion that would permit its operation at substantially its design Ievel and (b) the facility is, in fact, in operation at such level. "Prior Bond Fund" means the fund or funds established in connection with the issuance of the Prior Bonds to pay the debt service on the Prior Bonds. "Prior Bond Proceeds" means amounts actually or constructively received from the sale of the Refunded Bonds and all other amounts properly treated as gross proceeds of the Refunded Bonds under the Regulations, including (a) amounts used to pay underwriters' discount or compensation and accrued interest, other than accrued interest for a period not heater than one year before the Refunded Bonds were issued but only if it is to be paid within one year after the Refunded Bonds were issued and (b) amounts derived fi-om the sale of any right that is part of the terms of a Refunded Bond or is otherwise associated with a Refunded Bond (e.g., a redemption right). "Prior Bonds" means the Village's outstanding issues being refunded by the Bonds, as more particularly described in the preambles hereof. "Prior Project" means the facilities financed, directly or indirectly with the proceeds of the Prior Bonds. "Private Business Use" means any use of the Project or the Prior Project by any Person other than a state or local government unit, including as a result of (i) ownership, (ii) actual or beneficial use pursuant to a lease or a management, service, incentive payment, research or output contract or (iii) any other similar arrangement, agreement or understanding, whether written or oral, except for use of the Project or the Prior Project on the same basis as the general public. Private Business Use includes any formal or informal arrangement with any person other than a state or local governmental unit that conveys special legal entitlements to any portion of the Project or the Prior Project that is available for use by the general public or that conveys to any person other than a state or local governmental unit any special economic benefit with respect to any portion of the Project or the Prior Project that is not available for use by the general public. "Project Portion of the Bonds" means that portion of the Bonds to be used for the Project. "Qualified Administrative Costs of Investments" means (a) reasonable, direct administrative costs (other than carving costs) such as separately stated brokerage or selling commissions but not legal and accounting fees, recordkeeping, custody and similar costs; or (b) all reasonable administrative costs, direct or indirect, incurred by a publicly offered regulated investment company or an External Commingled Fund. "Qualified Tax Exempt Obligations" means (a) any obligation described in Section 103(a) of the Code, the interest on which is excludable from gross income of the owner thereof for federal income tax purposes and is not an item of tax preference for purposes of the alternative minimum tax imposed by Section 55 of the Code, (b) an interest in a regulated investment company to the extent that at least ninety -five percent of the income to the holder of the interest is interest which is excludable from gross income under Section 103 of the Code of any owner thereof for federal income tax purposes and is not an item of tax preference for purposes of the alternative minimum tax imposed by Section 55 of the Code; and (c) certificates of indebtedness issued by the United States Treasury pursuant to the Demand Deposit State and Local Government Series program described in 31 C.F.R. pt. 344. "Rebate Fund" means the fund, if any, identified and defined in paragraph 4.2 herein. "Rebate Provisions" means the rebate requirements contained in Section 148(f) of the Code and in the Regulations. "Refunded Bonds " means those certain Prior Bonds being refunded by the Bonds. "Refunding Portion of the Bonds" means that portion of the Bonds to be used for the refunding of the Refunded Bonds. _28- "Regulations " means United States Treasury Regulations dealing with the tax - exempt bond provisions of the Code. will, within six months of the Closing, incur a substantial binding obligation— (not subject "Reimbursed Expenditures" means expenditures of the Village paid prior to Closing to which Sale Proceeds or investment earnings thereon are or will be allocated. "Reserve Portion of the Bond Fund" means the portion of the Bond Fund funded in excess of the amount of debt service payable each year. "Sale Proceeds" means amounts actually or constructively received from the sale of the Bonds, including (a) amounts used to pay underwriters' discount or compensation and accrued interest, other than accrued interest for a period not greater than one year before Closing but only if it is to be paid within one year after Closing and (b) amounts derived from the sale of any right that is part of the terms of a Bond or is otherwise associated with a Bond (e.g., a redemption right). "Transferred Proceeds" means amounts actually or constructively received from the sale of the Prior Bonds, plus investment earnings thereon, which have not been spent prior to the date principal on the Refunded Bonds is discharged by the Refunding Portion of the Bonds. "Field" means that discount rate which when used in computing the present value of all payments of principal and interest paid and to be paid on an obligation (using semiannual compounding on the basis of a 360 -day year) produces an amount equal to the obligation's purchase price (or in the case of the Bonds, the issue price as established in paragraph 5.1 hereof), including accrued interest. "Yield Reduction Payment" means a rebate payment or any other amount paid to the United States in the same manner as rebate amounts are required to be paid or at such other time or in such manner as the IRS may prescribe that will be treated as a reduction in Yield of an investment under the Regulations. 2.1. Purpose of the Bonds. The Bonds are being issued solely and exclusively to finance the Project and to refund in advance of maturity the Refunded Bonds, each in a prudent manner consistent with the revenue needs of the Village. A breakdown of the sources and uses of funds is set forth in the preceding Section of this Ordinance. Except to pay the Refimded Bonds and except for any accrued interest on the Bonds used to pay first interest due on the Bonds, no proceeds of the Bonds will be used more than 30 days after the date of issue of the Bonds for the purpose of paying any principal or interest on any issue of bonds, notes, certificates or warrants or on any installment contract or other obligation of the Village or for the purpose of replacing any funds of the Village used for such purpose. 2.2. The Project — Binding Commitment and Timing. The Village has incurred or will, within six months of the Closing, incur a substantial binding obligation— (not subject to contingencies within the control Of the Village or any member of the same '9- Controlled Group as the Village) to a third party to expend at least five percent of the Net Sale Proceeds of the Project Portion of the Bonds on the Project. It is expected that the work of acquiring and constructing the Project and the expenditure of amounts deposited into the Project Fund will continue to proceed with due diligence through February 15, 2018, at which time it is anticipated that all Sale Proceeds of the Project Portion of the Bonds and investment earnings thereon will have been spent. 2.3. Reimbursement With respect to expenditures for the Project paid within the 60 day period ending on this date and with respect to which no declaration of intent was previously made, the Village hereby declares its intent to reimburse such expenditures and hereby allocates Sale Proceeds in the amount indicated in the Treasurer's Receipt to be delivered in connection with the issuance of the Bonds to reimburse said expenditures. Otherwise, none of the Sale Proceeds or investment earnings thereon will be used for Reimbursed Expenditures. 2.4. Working Capital. All Sale Proceeds and investment earnings thereon will be used, directly or indirectly, to finance Capital Expenditures or to pay principal of, interest on and redemption premium, if any, on the Refunded Bonds, other than the following: (a) an amount not to exceed five percent of the Sale Proceeds of the Project Portion of the Bonds for working capital expenditures directly related to Capital Expenditures financed by the Project; (b) payments of interest on the Bonds to the extent allocable to the Project Portion of the Bonds for a period commencing at Closing and ending on the later of the date three years after Closing or one year after the date on which the Project is Placed -in- Service and interest on the Bonds to the extent allocable to the Refunding Portion of the Bonds for the period commencing at Closing and ending on the date one year after the date on which tire Prior Project is Placed -in- Service; (c) Costs of Issuance and Qualified Administrative Costs of Investments; (d) payments of rebate or Yield Reduction Payments made to the United States under the Regulations; (e) principal of or interest on the Bonds paid from unexpected excess Sale Proceeds and investment earnings thereon; (f) investment earnings that are commingled with substantial other revenues and are expected to be allocated to expenditures within six months; and (g) fees for the Credit Facility. — -30- 2.5. Consequences of Contrary Expendauee. The Village acknowledges that if Sale Proceeds and investment earnings thereon are spent for non - Capital Expenditures other than as permitted by paragraph 2.4 hereof, a like amount of then available funds of the Village will be treated as unspent Sale Proceeds. 2.6. Payments to Village or Related Persons. The Village acknowledges that if Sale Proceeds or investment earnings thereon are transferred to or paid to the Village or any member of the same Controlled Group as the Village, those amounts will not be treated as having been spent for federal income tax purposes. However, Sale Proceeds or investment earnings thereon will be allocated to expenditures for federal income tax purposes if the Village uses such amounts to reimburse itself for amounts paid to persons other than the Village or any member of the same Controlled Group as the Village, provided that the original expenditures were paid on or after Closing or are permitted under paragraph 2.3 of this Section, and provided that the original expenditures were not otherwise paid out of Sale Proceeds or investment earnings thereon or the proceeds of any other borrowing. In addition, investment earnings may be allocated to expenditures to the extent provided in paragraph 2.4(f) of this Section. Any Sale Proceeds or investment earnings thereon that are transferred to or paid to the Village or any member of the same Controlled Group as the Village will remain Sale Proceeds or investment earnings thereon, and thus Gross Proceeds, until such amounts are allocated to expenditures for federal income tax purposes. If the Village does not allocate any such amounts to expenditures for the Project or other expenditures permitted under this Ordinance, any such amounts will be allocated for federal income tax purposes to the next expenditures, not otherwise paid out of Sale Proceeds or investment earnings thereon or the proceeds of any other borrowing, for interest on the Bonds prior to the later of the date three years after Closing or one year after the date on which the Project is Placed -in- Service. The Village will consistently follow this accounting method for federal income tax purposes. 2.7. Investment ofBond Proceeds. Not more than 50% of the Sale Proceeds of the Project Portion of the Bonds and investment earnings thereon are or will be invested in investments (other than Qualified Tax Exempt Obligations) having a Yield that is substantially guaranteed for four years or more. No portion of the 'Bonds is being issued solely for the purpose of investing a portion of Sale Proceeds or investment earnings thereon at a Yield higher than the Yield on the Bonds. It is expected that the Sale Proceeds deposited into the Project .Fund, including investment earnings on the Project Fund, will be spent to pay costs of the Project and interest on the Bonds not later than the date set forth in paragraph 2.2 hereof, the investment earnings on the Bond Fund will be spent to pay interest on the Bonds, or to the extent permitted by law, investment earnings on amounts in the Project Fund and the Bond Fund will be commingled with substantial revenues from the governmental operations of the Village, and the earnings are reasonably expected to be spent for governmental purposes within six months of the date earned. Interest earnings on the Project Fund and the Bond Fund have not been earmarked or restricted by the Board for a designated purpose. - -31- 2.8. No Grants. None of the Sale Proceeds or investment earnings thereon will be used to make grants to any person. 2.9. Hedges. Neither the Village nor any member of the same Controlled Group as the Village has entered into or expects to enter into any hedge (e.g., an interest rate swap, interest rate cap, futures contract, forward contract or an option) with respect to the Bonds or the Prior Bonds. The Village acknowledges that any such hedge could affect, among other things, the calculation of Bond Yield under the Regulations. The IRS could recalculate Bond Yield if the failure to account for the hedge fails to clearly reflect the economic substance of the transaction. The Village also acknowledges that if it acquires a hedging contract with an investment element (including e.g., an off - market swap agreement, or any cap agreement for which all or a portion of the premiurn is paid at, or before the effective date of the cap agreement), then a portion of such hedging contract may be treated as an investment of Gross Proceeds of the Bonds, and be subject to the fair market purchase price rules, rebate and yield restriction. The Village agrees not to use proceeds of the Bonds to pay for any such hedging contract in whole or in part. The Village also agrees that it will not give any assurances to any Bond holder, the Credit Facility Provider, or any other credit or liquidity enhancer with respect to the Bonds that any such hedging contract will be entered into or maintained. The Village recognizes that if a portion of a hedging contract is determined to be an investment of gross proceeds, such portion may not be fairly priced even if the hedging contract as a whole is fairly priced. 2.10. IRS Audits. The IRS has not contacted the Village regarding the Prior Bonds or any other obligations issued by or on behalf of the Village. To the best of the knowledge of the Village, no such obligations of the Village are currently under examination by the IRS. 2.11. Abusive Transactions. Neither the Village nor any member of the same Controlled Group as the Village will receive a rebate or credit resulting from any payments having been made in connection with the issuance of the Bonds or the advance refunding of the Refunded Bonds. 3.1. Use of Proceeds. (a) The use of the Sale Proceeds and investment earnings thereon and the funds held under this Ordinance at the time of Closing are described in the preceding Section of this Ordinance. No Sale Proceeds and no investment earnings thereon will be used to pre -pay for goods or services to be received over a period of years prior to the date such goods or services are to be received, except for any payment to the Credit Facility Provider. No Sale Proceeds and no investment earnings thereon will be used to pay for or otherwise acquire goods or services from the Village, any member of the same Controlled Group as the Village, or an Affiliated Person. _2- (b) Only the funds and accounts described in said Section will be funded at Closing. There are no other funds or accounts created under this Ordinance, other than the Rebate Fund if it is created as provided in paragraph 4.2 hereof. (c} Principal of and interest on the Bonds will be paid from the Bond Fund. (d) Any Costs of Issuance incurred in connection with the issuance of the Bonds to be paid by the Village will be paid at the time of Closing. (e) The costs of the Project will be paid from the Project Fund and no other moneys (except for investment earnings on amounts in the Project Fund) are expected to be deposited therein. (f) The Bonds will be allocated between the Refunding Portion of the Bonds and the Project Portion of the Bonds based on the percentages of the issue price allocable to each portion. Allocation of specific maturities to each portion will be made at such time as is necessary. 3.2. Purpose ofBond Fund. The Bond Fund (other than the Reserve Portion of the Bond Fund) will be used primarily to achieve a proper matching of revenues and earnings with principal and interest payments on the Bonds in each bond year. It is expected that the Bond Fund (other than the Reserve Portion of the Bond Fund) will be depleted at least once a year, except for a reasonable carry over amount not to exceed the greater of (a) the earnings on the investment of moneys in the Bond Fund (other than the Reserve Portion of the Bond Fund) for the immediately preceding bond year or (b) 1 /12th of the principal and interest payments on the Bonds for the immediately preceding bond year. The Village will levy taxes to produce an amount sufficient to pay all principal of and interest on the Bonds in each bond year. To minimize the likelihood of an insufficiency, the amount extended to pay the Bonds may in most years be in excess of the amount required to pay principal and interest within one year of collection. This over - collection (if any) may cause the Bond Fund as a whole to fail to function as a bona fide debt service fund. Nevertheless, except for the Reserve Portion of the Bond Fund, the Bond Fund will be depleted each year as described above. The Reserve Portion of the Bond Fund will constitute a separate account not treated as part of the bona fide debt service fund. The Reserve Portion of the Bond Fund is subject to yield restriction requirements except as it may otherwise be excepted as provided in 5.2 below. It is also subject to rebate requirements. 3.3. The Prior Bonds. (a) As of the earlier of (i) the time of the Closing or (ii) the date three years after the Prior Bonds were issued, all 'Prior Bond Proceeds, including investment earnings thereon, were completely spent to pay the costs of Capital Expenditures. -33- (b) As of the date hereof, no Prior Bond Proceeds or money or property of any kind (including cash) is on deposit in any fund or account, regardless of where held or the source thereof, with respect to the Prior Bonds or any credit enhancement or Iiquidity device relating to the foregoing, or is otherwise restricted to pay the Village's obligations other than amounts on deposit in the Escrow Account. (c) The Prior Bond Fund was used primarily to achieve a proper matching of revenues and earnings with principal and interest payments on the Prior Bonds in each bond year. The Prior Bond Fund was depleted at least once a year, except for a reasonable carry over amount not to exceed the greater of (i) the earnings on the investment of moneys in such account for the immediately preceding bond year or (ii) one - twelfth (1 /12th) of the principal and interest payments on the Prior Bonds. (d) At the time the Prior Bonds were issued, the Village reasonably expected to spend at least 85% of the proceeds (including investment earnings) of the Prior Bonds to be used for non - refunding purposes for such purposes within three years of the date the Prior Bonds were issued and such proceeds were so spent. Not more than 50% of the proceeds of the Prior Bonds to be used for non - refunding purposes was invested in investments having a substantially guaranteed Yield for four years or more. (e) The Refunded Bonds subject to redemption prior to maturity will be called on the first optional redemption date of the Refunded Bonds. (f) The Refunded Bonds do not include, directly or indirectly in a series, any advance refunding obligations. (g) The Village has not been notified that the Prior Bonds are under examination by the IRS, and to the best of the Village's knowledge the Prior Bonds are not under examination by the IRS. (h) The Village acknowledges that (i) the final rebate payment with respect to the Prior Bonds may be required to be made sooner than if the refunding had not occurred and (ii) the final rebate is due 60 days after the Prior Bonds are paid in full. 3.4. The Escrow Account. (a) The Escrow Account will be funded at the Closing. (b) The uninvested cash and anticipated receipts from the Government Securities on deposit in the Escrow Account, without regard to any reinvestment thereof, will be sufficient to pay, when due, principal and interest on the Refunded Bonds as such become due and payable and to redeem the outstanding principal amount of any callable Refunded Bonds on the first optional redemption date of such callable Refunded Bonds, at the applicable redemption price thereof. _ (c) Any moneys remaining on deposit in the Escrow Account upon the final I of funds sufficient to pay principal and interest of the Refunded Bonds shall -34- be transferred by the Escrow Agent to the Bond Fund to be used to pay interest on the Bonds. 3.5. No Other Gross Proceeds. (a) Except for the Bond Fund and the Project Fund, and except for investment earnings that have been commingled as described in paragraph 2.6 and any credit enhancement or liquidity device related to the Bonds, after the issuance of the Bonds, neither the Village nor any member of the same Controlled Group as the Village has or will have any property, including cash, securities or any other property held as a passive vehicle for the production of income or for investment purposes, that constitutes: (i) Sale Proceeds; (ii) amounts in any fund or account with respect to the Bonds (other than the Rebate Fund); (iii) Transferred Proceeds; (iv) amounts that have a sufficiently direct nexus to the Bonds or to the governmental purpose of the Bonds to conclude that the amounts would have been used for that governmental purpose if the Bonds were not used or to be used for that governmental purpose (the mere availability or preliminary earmarking of such amounts for a governmental purpose, however, does not itself establish such a sufficient nexus); (v) amounts in a debt service fund, redemption fund, reserve fund, replacement fund or any similar fund to the extent reasonably expected to be used directly or indirectly to pay principal of or interest on the Bonds or any amounts for which there is provided, directly or indirectly, a reasonable assurance that the amount will be available to pay principal of or interest on the Bonds or any obligations under any credit enhancement or liquidity device with respect to the Bonds, even if the Village encounters financial difficulties; (vi) any amounts held pursuant to any agreement (such as an agreement to maintain certain levels of types of assets) made for the benefit of the Bondholders or any credit enhancement provider, including any liquidity device or negative pledge (e.g., any amount pledged to pay principal of or interest on an issue held under an agreement to maintain the amount at a particular level for the direct or indirect benefit of holders of the Bonds or a guarantor of the Bonds); or (vii) amounts actually or constructively received from the investment and reinvestment of the amounts described in (i) or (ii) above. (b) No compensating balance, liquidity account, negative pledge of property held for investment purposes required to be maintained at least at a particular level or -35- similar arrangement exists with respect to, in any way, the Bonds or any credit enhancement or liquidity device related to the Bonds. (C One hundred twenty percent of the average reasonably expected economic life of the Project is at least ten years, and 120 percent of the average reasonably expected remaining economic life of the Prior Project is at least ten years. The weighted average maturity of the Bonds does not exceed ten years and does not exceed 120 percent of the average reasonably expected economic Iife of the Project or the Prior Project. The maturity schedule of the Bonds (the "Principal Payment Schedule ") is based on an analysis of revenues expected to be available to pay debt service on the Bonds. The Principal Payment Schedule is not more rapid (i.e., having a lower average maturity) because a more rapid schedule would place an undue burden on tax rates and cause such rates to be increased beyond prudent levels, and would be inconsistent with the governmental purpose of the Bonds as set forth in paragraph 2.1 hereof. 3.6. Final Allocation. of Proceeds. Subject to the requirements of this Section, including those concerning working capital expenditures in paragraph 2.4, the Village may generally use any reasonable, consistently applied accounting method to account for Gross Proceeds, investments thereon, and expenditures. The Village must account for the final allocation of proceeds of the Project Portion of the Bonds to expenditures not later than 18 months after the later of the date the expenditure is paid or the date the property with respect to which the expenditure is made is Placed -in- Service. This allocation must be made in any event by the date 60 days after the fifth anniversary of the issue date of the Bonds or the date 60 days after the retirement of the Bonds, if earlier. Reasonable accounting methods for allocating funds include any of the following methods if consistently applied: a specific tracing method; a Gross Proceeds spent first method; a first -in, first -out method; or a ratable allocation method. The Village may also reallocate proceeds of the Bonds from one expenditure to another until the end of the period for final allocation, discussed above. Unless the Village has taken an action to use a different allocation method by the end of the period for a final allocation, proceeds of the Bonds will be treated as allocated to expenditures using the specific tracing method. 4.1. Compliance with Rebate Provisions. The Village covenants to take such actions and make, or cause to be made, all calculations, transfers and payments that may be necessary to comply with the Rebate Provisions applicable to the Bonds. The Village will make, or cause to be made, rebate payments with respect to the Bonds in accordance with law. 4.2. Rebate Fund. The Village is hereby authorized to create and establish a special fund to be known as the Rebate Fund (the "Rebate Fund "), which, if created, shall be continuously held, invested, expended and accounted for in accordance with this Ordinance. Moneys in the Rebate Fund shall not be considered moneys held for the benefit of the owners of the Bonds. Except as provided in the Regulations, moneys in the Rebate Fund (including earnings and deposits therein) shall be held in trust for payment 36- to the United States as required by the Rebate Provisions and by the Regulations and as contemplated under the provisions of this Ordinance. 4.3. Records. The Village agrees to keep and retain or cause to be kept and retained for the period described in paragraph 7.9 adequate records with respect to the investment of all Gross Proceeds and amounts in the Rebate Fund. Such records shall include: (a) purchase price; (b) purchase date; (c) type of investment; (d) accrued interest paid; (e) interest rate; (f) principal amount; (g) maturity date; (h) interest payment date; (i) date of liquidation; and 0) receipt upon liquidation. If any investment becomes Gross Proceeds on a date other than the date such investment is purchased, the records required to be kept shall include the fair market value of such investment on the date it becomes Gross Proceeds. If any investment is retained after the date the last Bond is retired, the records required to be kept shall include the fair market value of such investment on the date the last Bond is retired. Amounts or investments will be segregated whenever necessary to maintain these records. 4.4. Fair Market Value; Certificates of Deposii and Investment Agreements, The Village will continuously invest all amounts on deposit in the Rebate Fund, together with the amounts, if any, to be transferred to the Rebate Fund, in any investment permitted under this Ordinance. In making investments of Gross Proceeds or of amounts in the Rebate Fund the Village shall take into account prudent investment standards and the date on which such moneys may be needed. Except as provided in the next sentence, all amounts that constitute Gross Proceeds and all amounts in the Rebate Fund shall be invested at all times to the greatest extent practicable, and no amounts may be held as cash or be invested in zero yield investments other than obligations of the United States purchased directly from the United States. In the event moneys cannot be invested, other than as provided in this sentence due to the denomination, price or availability of investments, the amounts shall be invested in an interest bearing deposit of a bank with a yield not less than that paid to the general public or held uninvested to the minimum extent necessary. Gross Proceeds and any amounts in the Rebate Fund that are invested in certificates of deposit or in GICs shall be invested only in accordance with the following provisions: (a) Investments in certificates of deposit of banks or savings and loan associations that have a fixed interest rate, fixed payment schedules and substantial penalties for early withdrawal shall be made only if either (i) the Yield on the certificate of deposit (A) is not less than the Yield on reasonably comparable direct obligations of the United States and (B) is not less than the highest Yield that is published or posted by the provider to be currently available from the provider on reasonably comparable certificates of deposit offered to the public or (ii) the investment is an investment in a GIC and qualifies -under paragraph (b) below. _. _ (b) Investments in GICs shall be made only if (i) the bid specifications are in writhrg, include all material terms of the bid and are timely forwarded to potential providers (a term is material if it may directly or indirectly affect the yield on the GIC); (ii) the terms of the bid specifications are commercially reasonable (a term is commercially reasonable if there is a legitimate business purpose for the term other than to reduce the yield on the GIC); (iii) all bidders for the GIC have equal opportunity to bid so that, for example, no bidder is given the opportunity to review other bids (a last look) before bidding; (iv) any agent used to conduct the bidding for the GIC does not bid to provide the GIC; (v) at Least three of the providers solicited for bids for the GIC are reasonably competitive providers of investments of the type purchased (i.e., providers that have established industry reputations as competitive providers of the type of investments being purchased); (vi) at least three of the entities that submit a bid do not have a financial interest in the Bonds; (vii) at least one of the entities that provided a bid is a reasonably competitive provider that does not have a financial interest in the Bonds; (viii) the bid specifications include a statement notifying potential providers that submission of a bid is a representation that the potential provider did not consult with any other provider about its bid, that the bid was determined without regard to any other formal or informal agreement that the potential provider has with the Village or any other person (whether or not in connection with the Bonds) and that the bid is not being submitted solely as a courtesy to the Village or any other person for purposes of satisfying the federal income tax requirements relating to the bidding for the GIC; (ix) the determination of the terms of the GIC takes into account the reasonably expected deposit and drawdown schedule for the amounts to be invested; (x) the bighest - yielding GIC for which a qualifying bid is made (determined net of broker's fees) is in fact purchased; and -38- (xi) the obligor on the GIC certifies the administrative costs that it is paying or expects to pay to third parties in connection with the GIC. (c) If a GIC is purchased, the Village will retain the following records with its bond documents until three years after the Bonds are redeemed in their entirety: (i) a copy of the GIC; (ii) tiie receipt or other record of the amount actually paid for the GIC, including a record of any administrative costs paid, and the certification under subparagraph (b)(xi) of this paragraph; (iii) for each bid that is submitted, the name of the person and entity submitting the bid, the time and date of the bid, and the bid results; and (iv) the bid solicitation form and, if the terms of the GIC deviated from the bid solicitation form or a submitted bid is modified, a brief statement explaining the deviation and stating the purpose for the deviation. Moneys to be rebated to the United States shall be invested to mature on or prior to the anticipated rebate payment date. All investments made with Gross Proceeds or amounts in the Rebate Fund shall be bought and sold at fair market value. The fair market value of an investment is the price at which a willing buyer would purchase the investment from a willing seller in a bona fide, arm's length transaction. Except for investments specifically described in this Section and United States Treasury obligations that are purchased directly from the United States Treasury, only investments that are traded on an established securities market, within the meaning of regulations promulgated under Section 1273 of the Code, will be purchased with Gross Proceeds. In general, an "established securities market" includes: (i) property that is Iisted on a national securities exchange, an interdealer quotation system or certain foreign exchanges; (ii) property that is traded on a Commodities Futures Trading Commission designated board of trade or an interbank market; (iii) property that appears on a quotation medium; and (iv) property for which price quotations are readily available from dealers and brokers. A debt instrument is not treated as traded on an established market solely because it is convertible into property which is so traded. An investment of Gross Proceeds in an External Commingled Fund shall be made only to the extent that such investment is made without an intent to reduce the amount to be rebated to the United States Government or to create a smaller profit or a larger loss than would have resulted if the transaction had been at aim's length and had the rebate or Yield restriction requirements not been relevant to the Village. An investment of Gross Proceeds shall be made in a Commingled Fund other than an External Commingled Fund i9- _ only if the investments made by such Commingled Fund satisfy the provisions of this paragraph. A single investment, or multiple investments awarded to a provider based on a single bid may not be used for funds subject to different rules relating to rebate or yield restriction. The foregoing provisions of this paragraph the Regulations relating to the valuation of certain provisions of this paragraph are contained herein has covenanted not to take any action to adverse interest on the Bonds. The Village will contact comply with the provisions of this paragraph and safe harbors provided herein. satisfy various safe harbors set forth in types of investments. The safe harbor for the protection of the Village, who ly affect the tax- exempt status of the Bond Counsel if it does not wish to forego the protection provided by the 4.5. Arbitrage Elections. The Village hereby waives its right to invest Sale Proceeds of the Bonds and investment earnings thereon in the Escrow Account in investments with Yields higher than Bond Yield. The President, Village Clerk and Village Treasurer of the Village are hereby authorized to execute one or more elections regarding certain matters with respect to arbitrage. 5.1. Issue Price. For purposes of determining the Yield on the Bonds, the purchase price of the Bonds is equal to the first offering price (including accrued interest) at which the Purchaser reasonably expected to sell at least ten percent of the principal amount of each maturity of the Bonds to the public (excluding bond houses, brokers or similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers). All of the Bonds have been the subject of a bona fide initial offering to the public (excluding bond houses, brokers, or similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers) at prices equal to those set forth in the Official Statement. Based upon prevailing market conditions, such prices are not less than the fair market value of each Bond as of the sale date for the Bonds. 5.2. Yield Limits. Except as provided in paragraph (a) or (b), all Gross Proceeds shall be invested at market prices and at a Yield (after taking into account any Yield Reduction Payments) not in excess of the Yield on the Bonds plus, if only amounts in the Project Fund, are subject to this yield limitation, 1 /8th of one percent. The following may be invested without Yield restriction: (a)(i) amounts on deposit in the Bond Fund (except for capitalized interest and any Reserve Portion of the Bond Fund) that have not been on deposit under the Ordinance for more than 13 months, so long as the Bond Fund (other than the Reserve Portion of the Bond Fund) continues to qualify as a bona fide debt service fund as described in paragraph 3.2 hereof, -40- (ii) amounts on deposit in the Project Fund that are reasonably expected to pay for the costs of the Project, costs of issuance of the Bonds, or interest on the Bonds during the three year period beginning on the date of issue of the Bonds prior to three years after Closing; (iii) amounts in the Bond Fund to be used to pay capitalized interest on the Project Portion of the Bonds prior to the earlier of three years after Closing or the payment of all capitalized interest; (b)(i) An amount not to exceed the lesser of $100,000 or five percent of the Sale Proceeds; (ii) amounts invested in Qualified Tax Exempt Obligations (to the extent permitted by law and this Ordinance); (iii) amounts in the Rebate Fund; (iv) all amounts other than Sale Proceeds for the first 30 days after they become Gross Proceeds; and (v) all amounts derived from the investment of Sale Proceeds or investment earnings thereon other than those on deposit in the Escrow Account for a period of one year from the date received. 5.3. Yield Limits on Prior Bond Proceeds. Except for an amount not to exceed the lesser of $100,000 or five percent of Prior Bond Proceeds, the Village acknowledges that all Prior Bond Proceeds must be invested at market prices and at a Yield not in excess of the Yield on the Prior Bonds. 5.4. Continuing Nature of Yield Limits. Except as provided in paragraph 7.10 hereof, once moneys are subject to the Yield limits of paragraph 5.2 hereof, such moneys remain Yield restricted until they cease to be Gross Proceeds. 5.5. Federal Guaramees. Except for investments meeting the requirements of paragraph 5.2(a) hereof and except for investments in the Escrow Account, investments of Gross Proceeds shall not be made in (a) investments constituting obligations of or guaranteed, directly or indirectly, by the United States (except obligations of the United States Treasury or investments in obligations issued pursuant to Section 21B(d)(3) of the Federal Home Loan Bank, as amended (e.g., Refcorp Strips)); or (b) federally insured deposits or accounts (as defined in Section 149(b)(4)(B) of the Code). Except as otherwise permitted in the immediately prior sentence and in the Regulations, no portion of the payment of principal or interest on the Bonds or any credit enhancement or liquidity device relating to the foregoing is or will be guaranteed, directly or indirectly (in whole or in part), by the United States (or any agency or instrumentality thereof), including a lease, incentive payment, research or output contract or any similar arrangement, agreement or understanding with the United States or any agency or -41- instrumentality thereof No portion of the Gross Proceeds has been or will be used to make loans the payment of principal or interest with respect to which is or will be guaranteed (in whole or in part) by the United States (or any agency or instrumentality thereof). Neither this paragraph nor paragraph 5.6 hereof applies to any guarantee by the Federal Housing Administration, the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation, the Government National Mortgage Association, the Student Loan Marketing Association or the Bonneville Power Administration pursuant to the Northwest Power Act (16 U.S.C. 839d) as in effect on the date of enactment of the Tax Reform Act of 1984. 5.6. Investments lifter the Expiration of Temporary Periods, Etc. Any amounts other than amounts in the Escrow Account, that are subject to the yield limitation in Section 5.2 'because Section 5.2(a) is not applicable and amounts not subject to yield restriction only because they are described in Section 5.2(b) cannot be invested in (i) federally insured deposits or accounts (as defined in Section 149(b)(4)(B) of the Code) or (ii) investments constituting obligations of or guaranteed, directly or indirectly, by the United States (except obligations of the United States Treasury or investments in obligations issued pursuant to Section 21B(d)(3) of the Federal Home Loan Bank Act, as amended (e.g., Refcorp Strips)), 5.7. Escrow Deld. The Yield on the Government Securities purchased with Sale Proceeds of the Bonds, taking into account any Transferred Proceeds, has been computed by the Purchaser to be not greater than the Yield on the Bonds computed by the Purchaser. 5.8. Treatment of Certain Credit Facility Fees. The fee paid to the Credit Facility Provider with respect to the Credit Facility may be treated as interest in computing Bond Yield. Neither the Village nor any member of the same Controlled Group as the Village is a Related Person as defined in Section 144(a)(3) of the Code to the Credit Facility Provider. The fee paid to the Credit Facility Provider does not exceed ten percent of the Sale Proceeds. Other than the fee paid to the Credit Facility Provider, neither the Credit Facility Provider nor any person who is a Related Person to the Credit Facility Provider within the meaning of Section 144(x)(3) of the Code will use any Sale Proceeds or investment earnings thereon. The fee paid for the Credit Facility does not exceed a reasonable, arm's length charge for the transfer of credit risk The fee does not include any payment for any direct or indirect services other than the transfer of credit risk. 6.1. Payment and Use Tests. (a) No more than five percent of the proceeds of each issue of the Prior Bonds and investment earnings thereon were used, and no more than five percent of the Sale Proceeds of the Project Portion of Bonds plus investment earnings thereon will be used, directly or indirectly, in whole or in part, in any Private Business Use. The Village acknowledges that, for purposes of the preceding sentence, Gross Proceeds used to pay costs of issuance and other common costs (such as capitalized interest and ices paid for a qualified guarantee or qualified hedge) or invested -42- in a reserve or replacement fund must be ratably allocated among all the purposes for which Gross Proceeds are being used.. (b) The payment of more than five percent of the principal of or the interest on the Bonds or on each issue of the Prior Bonds considered separately will not be, directly or indirectly (i) secured by any interest in (A) property used or to be used in any Private Business Use or (B) payments in respect of such property or (ii) on a present value basis, derived from payments (whether or not to the Village or a member of the same Controlled Group as the Village) in respect of property, or borrowed money, used or to be used in any Private Business Use. (c) No more than the lesser of 55,000,000 or five percent of the sum of the proceeds of each issue of the Prior Bonds and investment earnings thereon were used, and no more than the lesser of $5,000,000 or five percent of the sum of the Sale Proceeds of the Project Portion of the Bonds and investment earnings thereon will be used, directly or indirectly, to make or finance loans to any persons. The Village acknowledges that, for purposes of the preceding sentence, Gross Proceeds used to pay costs of issuance and other common costs (such as capitalized interest and fees paid for a qualified guarantee or qualified hedge) or invested in a reserve or replacement fund must be ratably allocated among all the purposes for which Gross Proceeds are being used, (d) No user of the Project or the Prior Project other than a state or local governmental unit will use more than live percent of such facilities, considered separately, on any basis other than the same basis as the general public. 6.2. I.R.S. Form 8038 -G. The information contained in the Information Return for Tax- Exempt Governmental Obligations, Form 8038 -G, is true and complete. The Village will file Form 8038 -G (and all other required information reporting forms) in a timely manner. 7.1. Termination; Interest of TI'iliage in Rebate Fund. The terms and Provisions set forth in this Section shall terminate at the later of (a) 75 days after the Bonds have been fully paid and retired or (b) the date on which all amounts remaining on deposit in the Rebate Fund, if any, shall have been paid to or upon the order of the United States and any other payments required to satisfy the Rebate Provisions of the Code have been made to the United States. Notwithstanding the foregoing, the provisions of paragraphs 4.3, 4.4(c) and 7.9 hereof shall not terminate until the third anniversary of the date the Bonds are fully paid and retired. 7.2. Separate Issue. Since a date that is 15 days prior to the date of sale of the Bonds by the Village to the Purchaser, neither the Village nor any member of the same Controlled Group as the Village has sold or delivered any tax - exempt obligations other than the Bonds that are reasonably expected to be paid out of substantially the same source of funds as the Bonds. Neither the Village nor any member of the same Controlled Group as the Village will sell or deliver within 15 days after the date of sale of -43- the Bonds any tax- exempt obligations other than the Bonds that are reasonably expected to be paid out of substantially the same source of funds as the Bonds. 7.3. No Sale of the Project or Prior Project. (a) Other than as provided in the next sentence, neither the Project, the Prior Project nor any portion thereof has been, is expected to be, or will be sold or otherwise disposed of, in whole or in part, prior to the earlier of (i) the last date of the reasonably expected economic life to the Village of the property (determined on the date of issuance of the Bonds) or (ii) the last maturity date of the Bonds. The Village may dispose of personal property in the ordinary course of an established government program prior to the earlier of (i) the last date of the reasonably expected economic life to the Village of the property (determined on the date of issuance of the Bonds) or (ii) the last maturity of the Bonds, provided: (A) the weighted average maturity of the Bonds financing the personal property is not greater than 120 percent of the reasonably expected actual use of that property for governmental purposes; (B) the Village reasonably expects on the issue date that the fair market value of that property on the date of disposition will be not greater than 25 percent of its cost; (C) the property is no longer suitable for its governmental purposes on the date of disposition; and (D) the Village deposits amounts received from the disposition in a commingled fund with substantial tax or other governmental revenues and the Village reasonably expects to spend the amounts on governmental programs within six months from the date of the commingling. (b) The Village acknowledges that if property financed with the Bonds or with the Prior Bonds is sold or otherwise disposed of in a manner contrary to (a) above, such sale or disposition may constitute a "deliberate action" within the meaning of the Regulations that may require remedial actions to prevent the Bonds from becoming private activity bonds. The Village shall promptly contact Bond Counsel if a sale or other disposition of bond - financed property is considered by the Village. 7.4. Purchase of Bonds by Village. The Village will not purchase any of the Bonds except to cancel such Bonds. 7.5. Final Maturity. The period between the date of Closing and the final maturity of the Bonds is not more than 10 -1/2 years. 7.6. Registered Form. The Village recognizes that Section 149(a) of the Code requires the Bonds to be issued and to remain in fully registered form in order that interest thereon be exempt from federal income taxation under laws in force at the time the Bonds are delivered. In this connection, the Village agrees that it will not take any action to permit the Bonds to be issued in, or converted into, bearer or coupon form. 7.7. First Amendment. The Village acknowledges and agrees that it will not use, or allow the Project or the Prior Project to be used, in a manner which is prohibited by the Establishment of Religion Clause of the First Amendment to the Constitution of the United States of America or by any comparable provisions of the Constitution of the State of Illinois. -44- 7.8. Future Events. The Village acknowledges that any changes in facts or expectations from those set forth herein may result in different Yield restrictions or rebate requirements from those set forth herein. The Village shall promptly contact Bond Counsel if such changes do occur. 7.9. Records Retention. The Villagge agrees to keep and retain or cause to be kept and retained sufficient records to support the continued exclusion of the interest paid on the Bonds from federal income taxation, to demonstrate compliance with the covenants in this Ordinance and to show that all tax returns related to the Bonds submitted or required to be submitted to the IRS are correct and timely filed. Such records shall include, but are not limited to, basic records relating to the Bond transaction (including this Ordinance and the Bond Counsel opinion); documentation evidencing the expenditure of Bond proceeds; documentation evidencing the use of Bond - financed property by public and private entities (i. e., copies of leases, management contracts and research agreements); documentation evidencing all sources of payment or security for the Bonds; and documentation pertaining to any investment of Bond proceeds (including the infbrrnafion required under paragraphs 4.3 and 4.4 hereof and in particular information related to the purchase and sale of securities, SLGs subscriptions, yield calculations for each class of investments, actual investment income received from the investment of proceeds, guaranteed investment contracts and documentation of any bidding procedure related thereto and any fees paid for the acquisition or management of investments and any rebate calculations). Such records shall be kept for as long as the Bonds are outstanding, plus three (3) years after the later of the final payment date of the Bonds or the final payment date of any obligations or series of obligations issued to refund directly or indirectly all or any portion of the Bonds. 7.10. Permitted Changes; Opinion of Bond Counsel, The Yield restrictions contained in paragraph 5.2 hereof or any other restriction or covenant contained herein need not be observed or may be changed if such nonobservance or change will not result in the loss of any exemption for the purpose of federal income taxation to which interest on the Bonds is otherwise entitled and the Village receives an opinion of Bond Counsel to such effect. 7.11. Excess Proceeds, Gross Proceeds allocable to the Refunding Portion of the Bonds and investment earnings thereon and all unspent Prior Bond Proceeds as of the date of Closing and investment earnings thereon do not exceed by more than one percent of the Sale Proceeds of the Bonds allocable to the Refunding Portion of the Bonds the amount that will be used for: (i) payment of principal of or interest or call premium on the Refunded Bonds; (ii) payment of pre - issuance accrued interest on the Refunding Portion of the Bonds and interest on the Refunding Portion of the Bonds that accnies for a period up to the completion date of any capital project for which the, prior issue was issued, plus one year; -45_ (iii) payment of cost of issuance of the Refunding Portion of the Bonds; (iv) payment of administrative costs allocable to repaying the Refunded Bonds, carrying and repaying the Refunding Portion of the Bonds or investments of the Refunding Portion of the Bonds; (v) Prior Bond Proceeds that will be used or maintained for the governmental purpose of the Refunded Bonds; (vi) interest on purpose investments; and (vii) costs of the Credit Facility allocable to the Bonds. 7.12. Successors and Assigns. The terms, provisions, covenants and conditions of this Section shall bind and inure to the benefit of the respective successors and assigns of the Board and the Village. 7.13. Expectations. The Board has reviewed the facts, estimates and circumstances in existence on the date of issuance of the Bonds. Such facts, estimates and circumstances, together with the expectations of the Village as to future events, are set forth in summary form in this Section. Such facts and estimates are true and are not incomplete in any material respect. On the basis of the facts and estimates contained herein, the Village has adopted the expectations contained herein. On the basis of such facts, estimates, circumstances and expectations, it is not expected that Sale Proceeds, investment earnings thereon or any other moneys or property will be used in a manner that will cause the Bonds to be arbitrage bonds within the meaning of the Rebate Provisions and the Regulations. Such expectations are reasonable and there are no other facts, estimates and circumstances that would materially change such expectations. The Village also agrees and covenants with the purchasers and holders of the Bonds from time to time outstanding that, to the extent possible under Illinois law, it will comply with whatever federal tax law is adopted in the future which applies to the Bonds and affects the tax - exempt status of the Bonds. The Board hereby authorizes the officials of the Village responsible for issuing the Bonds, the same being the President, Village Clerk and Village Treasurer of the Village, to make such further covenants and certifications as may be necessary to assure that the use thereof will not cause the Bonds to be arbitrage bonds and to assure that the interest in the Bonds will be exempt from federal income taxation. in connection therewith, the Village and the Board further -46- agree: (a) through their officers, to make such further specific covenants, representations as shall be truthful, and assurances as may be necessary or advisable; (b) to consult with counsel approving the Bonds and to comply with such advice as may be given; (c) to pay to the United States, as necessary, such sums of money representing required rebates of excess arbitrage profits relating to the Bonds, (d) to file such forms, statements, and supporting documents as may be required and in a timely manner; and (e) if deemed necessary or advisable by their officers, to employ and pay fiscal agents, financial advisors, attorneys, and other persons to assist the Village in such compliance. Section 16, Bank Qualification. To the extent permitted by law, the Designated Representatives in the Bond Notification are hereby authorized to designate the Bonds as "qualified tax - exempt obligations" for the purposes and within the meaning of Section 265(b)(3) of the Code. Section 17. List of Bondholders. The Bond Registrar shall maintain a List of the names and addresses of the holders of all Bonds and upon any transfer shall add the name and address of the new Bondholder and eliminate the name and address of the transferor Bondholder. Section 18. Duties of Bond Registrar. If requested by the Bond Registrar, the President and Village Cleric of the Village are authorized to execute the Bond Registrar's standard form of agreement between the Village and the Bond Registrar with respect to the obligations and duties of the Bond Registrar hereunder which may include the following: (a) to act as bond registrar, authenticating agent, paying agent and transfer agent as provided herein; (b) to maintain a list of Bondholders as set forth herein and to furnish such list to the Village upon request, but otherwise to keep such list confidential; (c) to give notice of redemption of the Bonds as provided herein; (d) to cancel and /or destroy Bonds which have been paid at maturity or submitted for exchange or transfer; -47- (c) to furnish the Village at least annually a certificate with respect to Bonds cancelled and/or destroyed; and (f) to furnish the Village at least annually an audit continuation of Bonds paid, Bonds outstanding and payments made with respect to interest on the Bonds. Section 19. Continuing Disclosure Undertaking. The President or Village Treasurer is hereby authorized, empowered and directed to execute and deliver a Continuing Disclosure Undertaking (the "Continuing Disclosure Undertaking") in connection with the issuance of the Bonds, with such provisions therein as he or she shall approve, his or her execution thereof to constitute conclusive evidence of his or her approval of such provisions. When the Continuing Disclosure Undertaking is executed and delivered on behalf of the Village as herein provided, the Continuing Disclosure Undertaking will be binding on the Village and the officers, employees and agents of the Village, and the officers, employees and agents of the Village are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of the Continuing Disclosure Undertaking as executed. Notwithstanding any other provision of this Ordinance, the sole remedies for failure to comply with the Continuing Disclosure Undertaking shall be the ability of the beneficial owner of any Bond to seek mandamus or specific performance by court order, to cause the Village to comply with its obligations under the Continuing Disclosure Undertaking. Section 20. Municipal Bond Insurance. In the event the payment of principal and interest on the Bonds is insured pursuant to a municipal bond insurance policy (the "Municipal Bond Insurance Policy ") issued by a bond insurer (the "Bond Insurer "), and as long as such Municipal Bond Insurance Policy shall be in full force and effect, the Village and the Bond Registrar agree to comply with such usual and reasonable provisions regarding presentment and payment of the Bonds, subrogation of the rights of the Bondholders to the Bond Insurer upon payment of the Bonds by the. Bond insurer, amendment hereof, or other terms, as approved by -48- the President of the Village on advice of counsel, his or her approval to constitute full and complete acceptance by the Village of such terms and provisions under authority of this Section. Section 21. Superseder and Effective Date. All ordinances, resolutions, and orders, or parts thereof, in conflict herewith, are to the extent of such conflict hereby superseded; and this Ordinance shall be in full force and effect immediately upon its passage, approval, and publication. ADOPTED: February 9, 2015 . AYES: TRUSTEES GREAR, MARCUS, PIETRON, THILL, TOTH, WITKO NAYS: NONE ABSENT: NONE Approved: Febru ary 9, 2015 Daniel P. DiMaria, Village President Village of Morton Grove, Cook County, Illinois ATTEST: Ed Ramos, Village Clerk Village of Morton Grove, Cook County, Illinois Recorded in the Village Records on February 9, 2015. -49- EXHIBIT A 2015 [Name and address of Escrow Agent] Re: Village of Morton Grove, Cook County, Illinois General Obligation Bonds. Series 2015 Ladies and Gentlemen: The Village of Morton Grove, Cook County, Illinois (the "Village "), by Ordinance No. _ adopted by its President and Board of Trustees (the "Board ") on February 9, 2015 (the "Bond Ordinance "), has authorized the issue and delivery of $ GeneraI Obligation Bonds, Series 2015, dated 2015 (the "Bonds "). The Village has authorized by the Bond Ordinance that proceeds of the Bonds be used to pay the principal of and interest on $ principal amount of the Village's outstanding and unpaid General Obligation Bonds, Series 2007, dated November 1, 2007, maturing on December 1 of each of the years 2016 to 2024, inclusive (the "Refunded Bonds ") when due and upon redemption prior to maturity on December 1, 2015. The Village hereby deposits with you S from the proceeds of the Bonds and $ from funds of the Village on hand and lawfully available and you are hereby instructed as follows with respect thereto: 1. Upon deposit, you are directed to purchase U.S. Treasury Securities State and Local Government Series Certiiieates of Indebtedness (the "Securities ") in the amount of $ and maturing as described in ExhihitA hereto. You are further instructed to fund a beginning cash escrow deposit on demand in the amount of $ The beginning deposit and the Securities are to be held in an irrevocable trust fund account (the "Trust Account") for the Village to the benefit of the holders of the Refunded Bonds, 2. You shall hold the proceeds and interest income or profit derived therefrom and all uninvested cash in the Trust Account for the sole and exclusive benefit of the holders of the Refunded Bonds until payment of the Refunded Bonds on .tune 1, 2015, and December 1, 2015, is made. 3. You shall promptly collect the principal, interest or profit from the proceeds deposited in the Trust Account and promptly apply the same as necessary to the _payment of the Refunded Bonds as herein provided. 2015 Page 2 4. You shall remit the sum of $ on June 1, 2015, to the paying agent for the Refunded Bonds, Chicago, Illinois (the "Bond Registrar "), such sum being sufficient to pay the interest on the Refimded Bonds on such date. 5. You shall remit the sum of $ on December 1, 2015, to the Bond Registrar, such sum being sufficient to pay the principal of and interest on the Refunded Bonds on such date, and such remittance shall fully release and discharge you fi-om any further duty or obligation thereto under this Agreement. 6. The Village has called the Refunded Bonds for redemption on December 1, 2015. You are hereby directed to (i) give or cause the Bond Registrar to give timely notice of the call for redemption of the Refunded Bonds, and (ii) give or cause the Bond Registrar to give notice of the call of the Refunded Bonds, on or before the date the notice of such redemption is given to the holders of the Refunded Bonds, to the Municipal Securities Rulemaking Board (the "AIISRB ") through its Electronic Municipal Market Access system for municipal securities disclosure or through any other electronic format or system prescribed by the MSRB for purposes of Rule 15c2 -12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended. Information with respect to procedures for submitting notice can be found at https: / /msrb.org. 7. You shall make no payment of fees, due or to become due, of the Bond Registrar or the bond registrar and paying agent for the Bonds. The Village shall pay the same as they become due. S. If at any time it shall appear- to you that the available proceeds of the deposits on demand in the Trust Account will not be sufficient to pay the principal of and interest on the Refunded Bonds, you shall notify the Village not less than five (5) days prior to the June 1, 2015, and December 1, 2015, payment dates and the Village shall make up the anticipated deficit from any funds legally available for such purpose so that no default in the making of any such payment will occur. 2015 Page 3 9. That, upon final disbursement of funds sufficient to pay the Refunded Bonds as hereinabove provided for, you shall transfer any balance remaining in the Trust Account to the Village and thereupon this Agreement shall terminate. Very truly yours, VILLAGE OF MORTON GROVE, Cools County, Illinois By:_ Accepted this _ day of 2015. By: Its Daniel P. DiMaria, Village President Ed Ramos, Village Clerk Illinois Trustee moved and Trustee seconded the motion that said ordinance as presented be adopted. After a full and complete discussion thereof, the President directed that the roll be called for a vote upon the motion to adopt said ordinance. Upon the roll being called, the following Trustees voted AYE: Trustees William Grear, Sheldon Marcus John Pietron John Thili Maria Toth and Janine Witko. NAY: None. Whereupon the President declared the motion carried and said ordinance was adopted and approved by the President, and the President directed the Village Clerk to record the same in fall in the records of the President and Board of Trustees of the Village of Morton Grove, Cook County, Illinois, which was done. Other business not pertinent to the adoption of said ordinance was duly transacted at the meeting. Upon motion duly made, seconded and carried, the meeting was adjourned. Ed Ramos, Village Clerk STATE OF ILLINOIS ) ) SS COUNTY OF COOK ) CERTIFICATION OF ORDINANCE AND MINUTES I, the undersigned, do hereby certify that I am the duly qualified and acting Village Clerk of the Village of Morton Grove, Cook County, Illinois (the "Village "), and as such official I am the keeper of the records and files of the President and Board of Trustees of the Village (the "Board"). I do further certify that the foregoing constitutes a full, true and complete transcript of the minutes of the meeting of the Board held on the 4th day of February 2015, insofar as same relates to the adoption of Ordinance No. 15 -02 entitled: AN ORDINANCE providing for the issuance of not to exceed 511,500,000 General Obligation Bonds, Series 2015, of the Village of Morton Grove, Cook County, Illinois, to pay costs of general municipal improvements within said Village and to refund certain outstanding bonds of said Village, providing for the levy of a direct annual tax sufficient to pay the principal of and interest on said bonds, and authorizing the sale of said bonds to William Blair & Company, L.L.C., Chicago, Illinois. a true, correct and complete copy of which said ordinance as adopted at said meeting appears in the foregoing transcript of the minutes of said meeting. I do further certify that the deliberations of the Board on the adoption of said ordinance were conducted openly, that the vote on the adoption of said ordinance was taken openly, that said meeting was held at a specified time and place convenient to the public, that notice of said meeting was duly given to all of the news media requesting such notice, that an agenda for said meeting was posted at the location where said meeting was he and at the principal office of the Board at least 72 hours in advance of the holding of said meeting, that at least one copy of said agenda was continuously available for public review during the entire 72 -hour period preceding said meeting, that said agenda contained a separate specific item concerning the proposed adoption of said ordinance, a true, correct and complete copy of the agenda as so posted being attached hereto as Exhibit A, that said meeting was called and held in strict compliance with the provisions the Open Meetings Act of the State of Illinois, as amended, and with the provisions of the Illinois Municipal Code, as amended, and that the Board has complied with all of the applicable provisions of said Act and said Code and its procedural rules in the adoption of said ordinance. IN WITNESS WHEREOF, I hereunto affix my official signature and the seal of the Village, this 9th day of February 2015. [SEAL] -7- Ed Ramos, Village Clerk STATE OF ILLINOIS ) SS COUNTY OF COOK ) FILING CERTIFICATE I, the undersigned, do hereby certify that I am the duly qualified and acting County Clerk of the County of Cook, Illinois, and as such official I do further certify that on the 10th day of February 2015, there was filed in my office a duly certified copy of Ordinance No. 15 -02 entitled: AN ORDINANCE providing for the issuance of not to exceed 11,500,000 General Obligation Bonds, Series 2015, of the Village of Morton Grove, Cook County, Illinois, to pay costs of general municipal improvements within said Village and to refund certain outstanding bonds of said Village, providing for the levy of a direct annual tax sufficient to pay the principal of and interest on said bonds, and authorizing the sale of said bonds to William Blair & Company, L.L.C., Chicago, Illinois. duly adopted by the President and Board of Trustees of the Village of Morton Grove, Cook County, Illinois, on the 9th day of February 2015, and approved by the President, and that the same has been deposited in (and all as appearing from) the official files and records of my office. IN WITNESS WHEREOF, I hereunto affix my official signature and the seal of said County, this _ day of 2015. [SEAL] County Clerk of the County of Cook, Illinois STATE OF ILLINOIS ) ) SS COUNTY Or COOK. ) CERTIFICATE OF PUBLICATION IN PAMPHLET FORM 1, the undersigned, do hereby certify that I am the duly qualified and acting Village Clerk of the Village of Morton Grove, Cook County, Illinois (the "Village "), and as such official I am the keeper of the official journal of proceedings, books, records, minutes and files of the Village and of the President and Board of Trustees (the "Board ") of the Village. I do further certify that on the 10"' day of February 2015, there was published in pamphlet form, by authority of the Board, a true, correct, and complete copy of Ordinance 15 -02 of the Village entitled: AN ORDINANCE providing for the issuance of not to exceed $11,500,000 General Obligation Bonds, Series 2015, of the Village of Morton Grove, Cook County, Illinois, to pay costs of general municipal improvements within said Village and to refund certain outstanding bonds of said Village, providing for the levy of a direct annual tax sufficient to pay the principal of and interest on said bonds, and authorizing the sale of said bonds to William Blair & Company, L.L.C., Chicago, Illinois. and providing for the issuance of said bonds, and that the ordinance as so published was on that date readily available for public inspection and distribution, in sufficient number so as to meet the needs of the general public, at my office as Village Clerk Iocated in the Village. IN WITNESS WHEREOF I have affixed hereto my official signature and the seal of the Village this 100' day of February 2015. [SEAL] Ed Ramos, Village Cleric Legislative Summary Ordinance 15 -03 AUTHORIZING THE VILLAGE OF MORTON GROVE TO DOCUMENT THE TERMINATION OF SPECIAL SERVICE AREA NUMBER 1 Introduced: February 9, 2015 Synopsis: This Ordinance will authorize the termination of Special Service Area No. 1. Purpose: The bonds issued to pay for the public improvements in Special Service 41 were paid and fully retired in 1997, and the Village has not levied special service area taxes for Special Service Area #1 since that time. The County has recently requested the Village adopt an ordinance to formally terminate Special Service Area 41. Background: In 1984, the Village established Special Service Area #1 in order to finance the construction of streets, storm sewers, water mains, and sanitary sewers in the industrial area west of Lehigh Avenue between Oakton and Lincoln Avenue. In 1985, the Village issued General Obligation bonds to finance improvements in Special Service Area 41. The debt service on the bonds was paid by taxes levied on property owners in the Special Service Area. The Village refinanced these bonds during the 1993 -1994 fiscal year resulting in a lower debt service payment and property tax levy; and the debt service was paid in full and the bonds were fully retired in December 1997. Once the bonds were retired, no further levy was authorized or required. The need for the Special Service Area no longer exists and the Special Service should be terminated. Programs, Departments Legal, Administration, and Finance Departments or Groups Affected Fiscal Impact: N/A Source of Funds: i N/A Workload Impact: The Legal and Finance Department as part of their normal work activities will oversee the implementation of the required documents to terminate the Special Service Area. Administrator Approval as presented. Recommendation: First Reading: For ease of documentation it is being requested the second reading of this document be waived. Special Considerations or None Requirements: s i Respectfully submitted: Reviewed by: °i L)r-:Ue2n R 'n JJA me, Village Administrator Remy Navarrete, Fin nee Director /Treasurer Prepared by: Teresa oftinayt'wAn, Corporation Counsel AUTHORIZING THE VILLAGE OF MORTON GROVE TO DOCUMENT THE TERMINATION OF SPECIAL SERVICE AREA NUMBER I WHEREAS, the Village of Morton Grove (Village), Iocated in Cook County, Illinois, is a home rule unit of government under the provisions of Article 7 of the 1970 Constitution of the State of Illinois, can exercise any power and perform any function pertaining to its government affairs, including but not limited to the power to tax and incur debt; and WHEREAS, in 1984, pursuant to Ordinance 84 -63, the Village established Special Service Area 41 in order to finance the provision of municipal services including the construction of streets, storm sewers, water mains, and sanitary sewers in the industrial area west of Lehigh Avenue between Oakton and Lincoln Avenue; WHEREAS, in 1985 the Village issued General Obligation bonds to finance improvements in Special Service Area 91. The debt service on the bonds was paid by taxes levied on property owners in the Special Service Area; and WHEREAS the Village refinanced these bonds during the 1993 -1994 fiscal year resulting in a lower debt service payment and property tax levy; and WHEREAS, the debt service was paid in full and the bonds were fully retired in December 1997; and WHEREAS, once the bonds were retired, no further levy was authorized or required; and WHEREAS, the need for the Special Service Area no longer exists and the Special Service should be terminated. NOW, THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF MORTON GROVE, COOK COUNTY, ILLINOIS, AS FOLLOWS: SECTION 1: The Corporate Authorities do hereby incorporate the foregoing WHEREAS clauses into this Ordinance, as though fully set forth herein, thereby making the findings as hereinabove set forth. SECTION 2: Special Service Area No. I is hereby officially terminated effective for the 2014 tax year and any balance in any fund associated therewith is hereby ordered transferred to the General Fund -- SECTION 3: This ordinance shall be in full force and effect from and after its passage and approval. PASSED this 9th day of February 2015. Trustee Grear Trustee Marcus Trustee Pietron Trustee Thill Trustee Toth Trustee Witko APPROVED by me this 9th day of February 2015. Daniel P. DiMatia, Village President Village of Morton Grove Cook County, Illinois APPROVED and FILED in my office This 9th day of February 2015. Ed Ramos, Village Cleric Village of Morton Grove Cools County, Illinois