ORDINANCE NUMBER O-10-2024

WHEREAS, the City of Northlake, Cook County, Illinois (the "City"), pursuant to the provisions of Article VII, Section 6(a) of the Constitution of the State of Illinois is a home rule unit and may exercise any power and 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 Section 6(d) and 6(k) of Article VII of the Constitution, a home rule unit may incur debt payable from ad valorem property tax receipts maturing not more than 40 years from the time it is incurred and without referendum approval thereof; and

WHEREAS, the City Council, pursuant to the Special Service Area Tax Law (35 ILCS 200/27-5, et seq.) has passed Ordinance No. O-04-2024 establishing Special Service Area No. 4 providing for the payment for special municipal services (the “Building 26 Project”); and

WHEREAS, the cost of the Building 26 Project is estimated to be $235,000 and the City desires to pay such cost by borrowing such money and issuing its $235,000 General Obligation Covenant Bonds (SSA No. 4), Series 2024 (the “Bonds”) in evidence thereof; and

WHEREAS, the Pledged Taxes levied herein for debt service will be pledged for payment of the Bonds; and

WHEREAS, it is hereby found and determined that such borrowing of money is necessary for the welfare of the government and affairs of the City, is for a proper public purpose, and is in the public interest; and that the Bonds be issued therefore.

NOW, THEREFORE, BE IT ORDAINED by the City Council of the City of Northlake, Cook County, Illinois, as follows:

Section 1. Incorporation of Preambles. The Mayor and City Council hereby find that all of the recitals contained in the preambles to this ordinance are full, true and correct and does incorporate them into this ordinance by this reference.

Section 2. Authorization. It is hereby found and determined that the City has been authorized by law to borrow the sum of $235,000 upon the credit of the City and as evidence of such indebtedness to issue Bonds of the City in said amount, the proceeds of said Bonds to be used for the purpose of paying the cost of the Building 26 Project, and it is necessary and for the best interests of the City that there be issued at this time the Bonds so authorized.

Section 3. Bond Details, Bonds, Mandatory Redemption. There shall be borrowed on the credit of and for and on behalf of the City the sum of $235,000 for the purpose aforesaid, and bonds of the City shall be issued in said amount, shall be designated "General Obligation Covenant Bonds (SSA No. 4), Series 2024" and shall bear interest at the rate of 6.00% per annum until January 1, 2030, and thereafter the Bonds shall bear interest at a rate equal to the sum of 2.80% plus 70% of the average yield on the 5-year treasury constant maturities for the first full week of January, 2030 as published in the Federal Reserve Statistical Release H.15 on the subsequent Monday but in no event shall the interest rate exceed 8.50%. The Bonds shall be dated the date of closing, and shall also bear the date of authentication thereof, shall be in fully registered form, shall be in minimum denominations of $5,000, shall be numbered 1 and upward and shall mature on (subject to the right of prior redemption hereafter stated). The Bonds shall be issued as one term bond subject to mandatory redemption at a price of par and accrued interest, without premium, as follows:

Dates of Mandatory Redemption	Principal Amount
01/01/2026	$17,000
01/01/2027	$17,000
01/01/2028	$22,000
01/01/2029	$22,000
01/01/2030	$22,000
01/01/2031	$23,000
01/01/2032	$28,000
01/01/2033	$28,000
01/01/2034	$28,000

with $28,000 remaining to be paid at maturity on January 1, 2035.

The City covenants that it will redeem the Bonds pursuant to the mandatory redemption requirement for such Bonds. Proper provision for mandatory redemption having been made, the City covenants that the Bonds so selected for redemption shall be payable as at maturity.

The Finance Director shall act Bond Registrar and Paying Agent and shall proceed with mandatory redemption without further notice or direction. Notice of mandatory redemption having been given as aforesaid, the Bonds or portions of the 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 City shall default in the payment of the redemption price) such Bonds or portions of Bonds shall cease to bear interest.

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 are paid, such interest (computed upon the basis of a 360-day year of twelve 30-day months) being payable on January 1 and July 1 of each year, commencing on January 1, 2025. Interest on the Bonds shall be paid by check or draft of the City to the person in whose name such Bonds are registered as hereinafter provided at the close of business on the 15 th day of the calendar month

next preceding the interest payment date. The principal of the Bonds shall be payable in lawful money of the United States of America at the principal office of the Paying Agent.

The Bonds shall be signed by the manual or facsimile signatures of the Mayor and City Clerk, as they shall determine. The corporate seal of the City or a facsimile thereof shall be affixed to the Bonds. In case any officer whose signature shall appear on any Bonds shall cease to be such officer before the delivery of such Bonds, such signature shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office until delivery.

Any Bond shall have thereon a certificate of authentication substantially in the form hereinafter set forth duly executed by the Finance Director (the "Bond Registrar"), as bond registrar and authenticating agent of the City, 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. The certificate of authentication on any Bond shall be deemed to have been executed by the Bond Registrar, if signed by an authorized officer of the Bond Registrar, but it shall not be necessary that the same officer authenticate each Bond issued herein.

Section 4. Mandatory Redemption Procedure. The Bond Registrar shall proceed with mandatory redemption without further notice or direction from the City.

Section 5. Registration of Bonds; Persons Treated as Owners. The Finance Director 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 office of the Bond Registrar. This Bond may only be transferred to a financial institution or a sophisticated investor.

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 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.

Section 6. Form of Bond. The Bonds shall be in substantially the following

form:

REGISTERED NO. 1 REGISTERED $235,000

UNITED STATES OF AMERICA, STATE OF ILLINOIS, COUNTY OF COOK CITY OF NORTHLAKE

GENERAL OBLIGATION COVENANT BOND (SSA NO.4), SERIES 2024

Maturity Date: January 1, 2035 Dated Date: April 19, 2024 Registered Owner: FIRST AMERICAN BANK, 1650 Louis Avenue, Elk Grove Village, IL 60007 Principal Amount: TWO HUNDRED THIRTY FIVE THOUSAND DOLLARS ($235,000)

KNOW ALL PERSONS BY THESE PRESENTS, that the City of Northlake, Cook County, Illinois (the "City"), hereby acknowledges itself to owe and for value received promises to pay to the 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 Dated Date identified above or from the most recent interest payment date to which interest has been paid at the rate of 6.00% per annum identified above on January 1 and July 1 of each year, commencing January 1, 2024, until January 1, 2030, and thereafter the Bonds shall bear interest at a rate equal to the sum of 2.80% plus 70% of the average yield on the 5-year treasury constant maturities for the first full week in January, 2030 as published in the Federal Reserve Statistical Release H.15 on the subsequent Monday, but in no event shall the interest rate exceed 8.50%. The principal of this Bond is payable in lawful money of the United States of America at the principal office of the Finance Director, as paying agent (the "Paying Agent"). Payment of interest shall be made to the Registered Owner hereof as shown on the registration books of the City maintained by the Finance Director (the "Bond Registrar"), at the close of business on the 15th day of the calendar month next preceding each interest payment date and shall be paid by check or draft of the Paying Agent, 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, or by wire transfer or other form of electronic payment in accordance with written instructions provided by the Registered Owner thereof.

The Bond is a term bond subject to mandatory redemption as follows:

Dates of Mandatory Redemption	Principal Amount
01/01/2026	$17,000
01/01/2027	$17,000
01/01/2028	$22,000
01/01/2029	$22,000
01/01/2030	$22,000
01/01/2031	$23,000
01/01/2032	$28,000
01/01/2033	$28,000
01/01/2034	$28,000

with $28,000 remaining to be paid at maturity on January 1, 2035.

Notice of mandatory redemption having been given as aforesaid, the portions of this Bond so to be redeemed shall, on the redemption date, become due and payable at the redemption price above specified, and from and after such date (unless the City shall default in the payment of the redemption price) such portions of this Bond shall cease to bear interest.

This Bond is issued by the City for the purpose of paying the cost of the Building 26 Project as defined in Ordinance No. O-04-2024 so authorizing (the "Bond Ordinance") and in compliance with the provisions of Section 7(6) of Article VII of the 1970 Constitution of the State of Illinois. The City has covenanted in the Bond Ordinance

to timely pay principal of and interest on this Bond and to levy as necessary upon all the taxable property within the City a direct annual tax in amounts sufficient for that purpose. Reference is hereby expressly made to the Bond Ordinance for further definitions and terms and to all the provisions of which the Registered Owner by the acceptance of this Bond assents.

This 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 the Bond Ordinance. This Bond may only be transferred to a financial institution or a sophisticated investor.

The City, the Paying Agent 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, premium, if any, hereon and interest due hereon and for all other purposes; and the City, the Paying Agent and the Bond Registrar shall not be affected by any notice to the contrary.

The City has designated the Bond as a "qualified tax-exempt obligation" pursuant to Section 265 (b) (3) of the Internal Revenue Code of 1986.

It is hereby certified and recited that all acts, conditions, and things required by the Constitution and Laws of the State of Illinois, and including the procedures established by ordinance for the exercise of its home rule powers conferred by Sections 6(a) and 6(d) of Article VII of said 1970 Constitution of the State of Illinois in issuing its full faith and credit bonds payable from ad valorem property tax receipts without prior referendum approval, to exist or to be done precedent to and in the issuance of this Bond, 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 said City, represented by this Bond and the issue of which it forms a part, and including all other indebtedness of said City, howsoever evidenced and incurred does not exceed any constitutional or statutory limitation, and that provision can be made for the collection of a direct annual tax, in addition to all other taxes, on all of the taxable property in said City, 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.

IN WITNESS WHEREOF, the City of Northlake, Cook County, Illinois, by its City Council, has caused this Bond to be signed by the duly authorized manual or facsimile signatures of the Mayor and City Clerk of said City, all as appearing hereon and as of the Dated Date as identified above.

Mayor City Clerk

Date of Authentication:

CERTIFICATE OF	Bond Registrar and Paying Agent:	Finance Director
AUTHENTICATION		City of Northlake

This Bond is one of the Bonds described in the within mentioned Bond Ordinance.

By Finance Director, as Bond Registrar

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto

(Name and Address and Social Security or other identifying number 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 of Assignee

Signature guaranteed:

NOTICE: The signature to this assignment and transfer 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 7. Sale of Bonds. The Bonds hereby authorized shall be executed as provided in this Ordinance, and thereupon be deposited with the Finance Director, and by said Finance Director delivered to First American Bank (the “Purchaser”), thereon upon receipt of the purchase price of par value of the Bonds plus accrued interest to the date of delivery. The Purchaser is authorized to pay issuance costs of the Bonds as authorized by the City and receive a credit against the purchase price of the Bonds therefore. The Mayor is authorized to execute a Bond Purchase Agreement with the Purchaser with terms consistent with this Ordinance. It is hereby found and determined that the Bond Purchase Agreement is in the best interests of the City and that no person holding any office of the City, either by election or appointment, is in any manner financially interested, either directly in his own name or indirectly in the name of any other person, association, trust or corporation, in the Bond Purchase Agreement; and the Bonds before being issued shall be registered and numbered, such registration being made in a book provided for that purpose, in which shall be entered into the record of the Ordinance authorizing the City Council to borrow said money and a description of the bonds issued, including the number, date, to whom issued, amount, date of interest and when due.

Section 8. SSA Tax Levy; Security; Covenant to Pay; Bond Fund. 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 is hereby levied upon all the taxable property within SSA No. 4, a direct annual tax for each of the years while the Bonds or any of them are outstanding, in amounts sufficient for that purpose, the following direct annual tax (the “Pledged Taxes”) for the Bonds, to-wit:

Tax Year	Tax Levy
2024	$23,000
2025	$27,000
2026	$27,200
2027	$28,000
2028	$29,000
2029	$30,000
2030	$31,000
2031	$32,000
2032	$33,000
2033	$34,000
2034	$35,000

It shall be the duty of the County Clerk to 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 SSA No. 4 in connection with other taxes levied in said year for general and special purposes, in order to raise the respective amounts and in 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 and special purposes, and when collected, the Pledged Taxes hereby levied shall be placed to the credit of a special fund to be designated “SSA No. 4 Bond Fund” (the “Bond Fund”) which is hereby irrevocably pledged to and shall be used only for the purpose of paying the principal and interest on the Bonds.

The Bonds are also a general obligation of the City for which the full faith and credit of the City are irrevocably pledged. The City hereby covenants to pay principal of and interest on the Bonds when due from any moneys lawfully available for said purpose and to levy as necessary upon all the taxable property within the City a direct annual tax for each of the years while the Bonds are outstanding, in amounts sufficient for that purpose.

The City covenants and agrees with the purchasers and the holders of the Bonds that so long as any of the Bonds remain outstanding, except as here and otherwise specifically provided, the City will take no action or fail to take any action which in any way would adversely affect the ability of the City to levy and collect the above tax levy and the City and its officers will comply with all present and future applicable laws in order to assure that any such taxes will be levied, extended and collected and deposited in the Bond Fund; provided, however, that whenever other funds (including the proceeds of bonds issued to refund the Bonds) are made available for the purpose of paying any principal of or interest on the Bonds or in the event that any Bonds which by its term is callable for redemption prior to maturity have been so called and payment made or provided for, including principal, interest and the applicable premium, so as to enable the abatement of any such taxes levied for the same, the City Council shall, by ordinance, direct the deposit of such funds into the Bond Fund or into a proper escrow account created solely for such purpose, and further, in and by such ordinance, shall direct the abatement of any such taxes by the amount so deposited.

The Finance Director is hereby authorized and directed to provide for the deposit of the Pledged Taxes into the Bond Fund for the purpose of paying the principal of and interest on the Bonds and abating any taxes hereafter levied to pay the same. When monies are available for such purposes, the Finance Director will set them aside irrevocably into the Bond Fund, and any taxes hereafter levied will then be abated by certificate of the Finance Director filed with the County Clerk.

Section 9. Creation of Funds and Appropriation. The funds received from any levy hereafter made, the accrued interest, and the premium, if any, received on the sale of the Bonds shall be deposited into the Bond Fund which shall be the fund for the payment of principal of and interest on the Bonds and are hereby appropriated and set aside solely and only for the purpose of paying principal and interest on the Bonds when and as same become due.

From the amounts received upon sale of the Bonds, all principal proceeds shall be deposited into the "General Obligation Covenant Bonds (SSA No. 4), Series 2024 Building 26 Project Fund" (the "Building 26 Project Fund"), hereby created, and disbursements shall be made from the Building 26 Project Fund only for payment of costs of the Building 26 Project and expenses of issuance of the Bonds, or otherwise incidental to the Bonds or such Building 26 Project, and for which the principal proceeds are hereby appropriated.

Accrued interest and premium (if any) payable on the Bonds shall be and are hereby appropriated for the purpose of paying first interest due on the Bonds and, to that end, are hereby ordered deposited into the Bond Fund. Interest received from deposits in the Bond Fund shall be retained in the Bond Fund for payment of the Bonds on the interest payment date next after such interest is received or, to the extent permitted by law, transferred by the City Council to such other fund of the City as the City Council may designate.

Section 10. Arbitrage Rebate Exemption. The City recognizes that the provisions of Section 148 of the Code require a rebate to the United States in certain circumstances. An exemption to rebate requirements appears at Section 148(f)(4)(c) of the Code and applies to this issue. No rebate is required or planned by the City. In support of this conclusion, the City covenants, represents and certifies as follows:

(1) The City is a governmental unit having general taxing powers.

(2) No Bond in this issue is a "private activity bond" as defined in Section 141(a) of the Code.

(3) All the net proceeds of the Bonds are to be used for local government activities of the City described in this Ordinance.

(4) That the aggregate face amount of all tax-exempt bonds (other than "private activity bonds" as defined in the Code) issued by the City (and all subordinate entities thereof) during 2024 is not reasonably expected to exceed $5,000,000.

Subject to compliance with all the terms and provisions hereof, the City is excepted from the required rebate or arbitrage profits on the Bonds under Section 148(4)(D) of the Code and from the terms and provisions of this Ordinance that need only be complied with if the City is subject to the arbitrage rebate requirement. In the event that the $5,000,000 issuance amount is exceeded during calendar year 2024, the City will comply with Section 148 of the Code. In a manner similar to arbitrage rebate, the City will determine and, as applicable, pay yield reduction payments.

Section 11. Defeasance of the Bonds. Bonds which are no longer Outstanding Bonds shall cease to have any lien on or right to receive or be paid from the Pledged Taxes and shall no longer have the benefits of any covenant for the registered owners of Outstanding Bonds as set forth herein as such relates to lien and security for the Bonds in the Pledged Taxes. Bonds may be defeased pursuant to the provisions of the Local Government Defeasance of Debt Law (50 ILCS 415/0.01, et seq.).

Section 12. General Arbitrage Covenants. The City 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, making 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 Internal Revenue Code of 1986, as amended, (the “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 City acknowledges that, in the event of an examination by the Internal Revenue Service of the exemption from Federal income taxation for interest paid on the Bonds, under present rules, the City is treated as the “taxpayer” in such examination and agrees that it will respond in a commercially reasonable manner to any inquiries from the Internal Revenue Service in connection with such an examination.

The City 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 City Council hereby authorizes the officials of the City responsible for issuing the Bonds, the same being the Mayor, City Clerk and Finance Director, 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 on the Bonds will be exempt from federal income taxation. In connection therewith, the City and the City Council further 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 City in such compliance.

Section 13. Qualified Tax-Exempt Obligations. The City hereby designates the Bonds as “qualified tax-exempt obligations” for the purposes and within the meaning of Section 265(b)(3) of the Code.

Section 14. Noncompliance with Tax Covenants. Notwithstanding any other provisions of this Ordinance, the covenants and authorizations contained in this Ordinance and other documents executed by the City which are designed to preserve the exclusion of interest in the Series 2024 Bonds from gross income under federal law need not be complied with if the City receives an opinion of nationally recognized bond counsel that any such provision is unnecessary to preserve the exemption from federal taxation.

Section 15. Registered Form. The City recognizes that Section 149(j) of the Internal Revenue Code of 1986, as amended, requires the Bonds to be issued and to remain in fully registered form in order that interest thereon not be includable in gross income for federal income tax purposes under laws in force at the time the Bonds are delivered. The City will not take any action to permit the Bonds to be issued in, or converted into, bearer or coupon form.

Section 16. List of Registered Owners. The Bond Registrar shall maintain a list of the names and addresses of the owners of all Bonds, and upon any transfer shall add the name and address of the new Registered Owner and eliminate the name and address of the transferor Registered Owner.

Section 17. Reimbursement. None of the proceeds of any of the Bonds will be used to pay, directly or indirectly, in whole or in part, for an expenditure that has been paid more than 60 days prior to the date hereof except architectural, engineering costs or construction costs incurred prior to commencement of the Building 26 Project or expenditures for which an intent to reimburse was properly declared under Treasury Regulations Section 1.150-2. This Ordinance is in itself a declaration of official intent under Treasury Regulations Section 1.150-2

as to all costs of the Building 26 Project paid after the date that is 60 days prior to the date hereof and prior to issuance of such Bonds.

Section 18. Immunity of Officers and Employees of the City. No recourse shall be had for the payment of the principal of or premium or interest on any of the Bonds or for any claim based thereon or upon any obligation, covenant or agreement in this Ordinance contained against any past, present or future elected or appointed officer, director, member, employee or agent of the City, or of any successor public corporation, as such, either directly or through the City or any successor public corporation, under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such elected or appointed officers, directors, members, employees or agents as such is hereby expressly waived and released as a condition of and consideration for the passage of this Ordinance and the issuance of such Bonds.

Section 19. Home Rule Authority. This Ordinance is prepared in accordance with the powers of the City as a home rule unit under Article VII of the 1970 Illinois Constitution.

Section 20. Supplemental Documents. The Mayor, City Clerk and Finance Director are hereby authorized to execute or attest such documents as necessary to carry out the intent of this Ordinance, the execution of such documents to constitute conclusive evidence of their approval and approval hereunder.

Section 21. Severability. If any section, paragraph or provision of this Ordinance shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions of this Ordinance.

Section 22. Repealer and Effective Date. All resolutions, ordinances, orders or parts thereof in conflict herewith be and the same are hereby repealed, and this Ordinance shall be in full force and effect forthwith upon its passage.

PASSED this 15 th day of April, 2024 pursuant to a roll call vote as follows:

	YES	NO	ABSENT	PRESENT
Contreras
Feldmann
Sosa
Grochowski
Johnson
Patti
Straube
Urbina

(Mayor Sherwin)
TOTAL

APPROVED by the Mayor on April 15, 2024.

ATTEST: Jeffrey T. Sherwin

MAYOR

Nancy Pauletto CITY CLERK

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