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HomeMy WebLinkAbout7.1 An Ordinance Providing for the Issuance of a General Obligation Bond11/6/2017 BoardDocs® Pro & Agenda Item Details Meeting Nov 07, 2017 - REGULAR MEETING OF THE MOUNT PROSPECT VILLAGE BOARD - 7:00 p.m. Category 7. NEW BUSINESS Subject 7.1 1st reading of AN ORDINANCE PROVIDING FOR THE ISSUANCE OF NOT TO EXCEED $9,990,000 GENERAL OBLIGATION BONDS, SERIES 2017, OF THE VILLAGE OF MOUNT PROSPECT, COOK COUNTY, ILLINOIS, FOR THE PURPOSE OF FINANCING THE COSTS OF CERTAIN CAPITAL PROJECTS IN THE VILLAGE, PROVIDING FOR THE LEVY AND COLLECTION OF A DIRECT ANNUAL TAX SUFFICIENT TO PAY THE PRINCIPAL OF AND INTEREST ON SAID BONDS, AND AUTHORIZING THE PROPOSED SALE OF SAID BONDS TO THE PURCHASER THEREOF. Type Action Preferred Date Nov 07, 2017 Absolute Date Nov 07, 2017 Fiscal Impact Yes Budgeted Yes Budget Source Water and Sewer Fund / Prospect and Main Tax Increment Financing (TIF) District Fund Recommended Action Adopt this parameters ordinance approving the issuance of $9,990,000 of general obligation bonds. Goals Information The accompanying parameters bond ordinance is presented for the Board's consideration. This ordinance permits the issuance of $9,990,000 of general obligation bonds for the purpose of funding certain capital projects in the Village's water and sewer utility system ($4,995,000) and for funding capital improvements, property acquisition and business relocation expenses related to development in the Prospect and Main TIF District ($4,995,000). A portion of the proceeds from the TIF bonds will be used to fund capitalized interest in 2018-2020. The use of capitalized interest will ensure bond interest payments are met in the early years of the TIF when incremental revenues are most uncertain. These bonds will be issued as a bank qualified tax-exempt obligation. Bank Qualification makes the bonds more attractive in the market and returns a more competitive interest rate. While these bonds will be issued as a general obligation of the Village and supported by a direct annual tax upon all taxable property, the entire amount of the annual levy for principal and interest will be abated using funds from the Water and Sewer Fund and the Prospect and Main TIF District Fund. The ordinance will permit the Mayor and Finance Director to execute an order for the sale of these bonds. Sections 3 and 12 of the parameters ordinance provides information on interest rates, principal and interest payment schedules and tax levy schedule by which the bonds can be issued. Additionally, the ordinance is written to permit the sale of bonds through competitive bid or negotiated sale with a select financial institution. When bonds are sold, a summary of results will be presented to the Village Board. Distribution of the final approving legal opinion from bond counsel and final repayment schedule will also be made available at that time. Alternatives 1. Recommended the Village Board adopt this parameters ordinance approving the issuance of $9,990,000 of general obligation bonds. http://www.boarddoes.com/il/vomp/Board.nsf/Public 1/2 11/6/2017 2. Action at discretion of Village Board. BoardDocs® Pro Staff Recommendation It is recommended that the Village Board adopt this parameters ordinance approving the issuance of $9,990,000 of general obligation bonds and authorize the Mayor and Finance Director to execute a bond order for the sale of these Series 2017 Bonds. Village of Mount Prospect PARAMETERS ORDINANCE - Series 2017.pdf (173 KB) 110717 Mount Prospect Presentation (003) (002).pdf (1,123 KB) http://www.boarddoes.com/il/vomp/Board.nsf/Public 2/2 EXTRACT of MINUTES of a regular public meeting of the President and Board of Trustees of the Village of Mount Prospect, Cook County, Illinois, held in the Village Board Room of the Village Hall, located at 50 South Emerson Street, in said Village, at 7:00 p.m., on the 7th day of November, 2017. The President, Arlene A. Juracek, called the meeting to order and directed the Village Clerk to call the roll. Upon roll call, the President and following Trustees were physically present at said location: 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: 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: Trustee presented 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 $9,990,000 General Obligation Bonds, Series 2017, of the Village of Mount Prospect, Cook County, Illinois, for the purpose of financing the costs of certain capital projects in the Village, providing for the levy and collection of a direct annual tax sufficient to pay the principal of and interest on said Bonds, and authorizing the proposed sale of said Bonds to the purchaser thereof. (the "Bond Ordinance"). C\1176336.2 Trustee moved and Trustee seconded the motion that all provisions of Section 201(C)(1)(a) of Article II "Rules of Order" of Chapter 2 of the Village Code (the "Rule") requiring two readings of ordinances be waived for purposes of the Bond Ordinance and that the Village Board be allowed to adopt the Bond Ordinance without two readings. The President directed that the roll be called for a vote upon the motion to waive the provisions of the Rule requiring to two readings of ordinances for purposes of the Bond Ordinance. Upon the roll being called, the following Trustees voted AYE: and the following Trustees voted NAY: WHEREUPON, the President declared the motion to waive the provisions of the Rule pertaining to two readings of ordinances for purposes of the Bond Ordinance carried. Trustee moved and Trustee Bond Ordinance as presented be adopted. A Board discussion of the matter followed. seconded the motion that the During the Board discussion, gave a public recital of the nature of the matter, which included a reading of the title of the Bond Ordinance and statements that (1) the Bond Ordinance provides for the issuance of not to exceed $9,990,000 General Obligation Bonds, Series 2017, to (a) finance the costs of certain capital projects in the Village and (b) pay capitalized interest, (2) said 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 said Bonds, and (4) the Bond Ordinance sets forth the parameters for the issuance of said Bonds and the sale thereof by designated officials of the Village and (5) summarized the pertinent terms of said parameters, including the manner of sale, length of maturity, rates of interest, purchase price and tax levy for said Bonds. -2- C\1176336.2 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: and the following Trustees voted NAY: 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 Mount Prospect, Cook County, Illinois. Other business was duly transacted at said meeting. Upon motion duly made and carried, the meeting adjourned. Village Clerk -3- C\1176336.2 ORDINANCE NUMBER AN ORDINANCE providing for the issuance of not to exceed $9,990,000 General Obligation Bonds, Series 2017, of the Village of Mount Prospect, Cook County, Illinois, for the purpose of financing the costs of certain capital projects in the Village, providing for the levy and collection of a direct annual tax sufficient to pay the principal of and interest on said Bonds, and authorizing the proposed sale of said Bonds to the purchaser thereof. Adopted by the President and Board of Trustees on the 7th day of November, 2017. C\1176336.2 ORDINANCE NO. AN ORDINANCE providing for the issuance of not to exceed $9,990,000 General Obligation Bonds, Series 2017, of the Village of Mount Prospect, Cook County, Illinois, for the purpose of financing the costs of certain capital projects in the Village, providing for the levy and collection of a direct annual tax sufficient to pay the principal of and interest on said Bonds, and authorizing the proposed sale of said Bonds to the purchaser thereof. WHEREAS, by virtue of its population, and pursuant to the provisions of Section 6 of Article VII of the Constitution of the State of Illinois, the Village of Mount Prospect, 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 lawful source and maturing within 40 years from the time it is incurred without prior referendum approval; and WHEREAS, the Mayor and the Board of Trustees of the Village (collectively, the "Corporate Authorities") have heretofore determined and do hereby determine that it is advisable, necessary and in the best interests of the residents of the Village to issue its general obligation bonds in the aggregate issued amount not to exceed $9,990,000 to (i) pay for costs of certain capital projects in the Village (collectively, the "Project"), (ii) pay capitalized interest through December 1, 2020 (not to exceed $750,000 total), and (iii) pay certain costs of issuance of the Bonds (as such term is hereinafter defined), all for the benefit of the inhabitants of the Village; and WHEREAS, the estimated cost of the Project, including engineering, legal, financial, bond discount, printing and publication costs, capitalized interest, and other expenses (collectively, the "Project Costs"), is not more than $9,990,000, and there are insufficient funds on hand and lawfully available to pay such costs; and C\1176336.2 WHEREAS, this Ordinance adopted pursuant to Section 6 of Article VII of the Constitution of the State of Illinois and the Municipal Code of the Village, provides authority for the Village acting by the Corporate Authorities to issue the Bonds: NOW THEREFORE, BE IT ORDAINED BY THE BOARD OF TRUSTEES OF THE VILLAGE OF MOUNT PROSPECT, COOK COUNTY, ILLINOIS, IN EXERCISE OF ITS HOME RULE POWERS, AS FOLLOWS: Section 1. Incorporation of Preamble. The Corporate Authorities hereby find that all of the recitals contained in the preambles to this Ordinance are full, true and correct and do hereby incorporate such recitals into this Ordinance by this reference. Section 2. Findings; Issuance of Bonds. (a) The Corporate Authorities hereby find and determine that it is necessary and in the best interest of the Village and necessary for the welfare of the government and affairs of the Village, and that it is a proper public purpose and is in the public interest to issue general obligation bonds of the Village in an amount not to exceed $9,990,000 for the purpose of funding the costs of the Project and the costs of the Village in connection with the issuance of such bonds. Section 3. Bond Details. There shall be borrowed on the credit of and for and on behalf of the Village, an aggregate principal amount not to exceed $9,990,000 for the purpose aforesaid and that the Village shall issue in the name of the Village its "General Obligation Bonds, Series 2017" (the "Bonds"). The Bonds shall be issued in the form of a separate single authenticated fully registered bond for the aggregate principal amount of each separate maturity of the Bonds. The Bonds shall bear the date of authentication; shall be in denominations of Five Thousand Dollars ($5,000) each or integral multiples thereof, numbered consecutively from 1 upward and dated as set forth in the -2- C\1176336.2 hereinafter described Bond Notification; and interest on the Bonds shall be payable semiannually on each June 1 and December 1 of each year or such other date as provided in a Bond Notification (as hereinafter defined), beginning not earlier than June 1, 2018 (such interest computed upon the basis of a 360 -day year of twelve 30 -day months). The Bonds shall become due and payable (subject to prior redemption as set forth in the Bond Notification) on December 1 over a period ending not later than December 1, 2037 and in an amount not exceeding $1,000,000 per year, all as further detailed in the Bond Notification executed by the Designated Representatives (as hereinafter defined); provided, however, that no Bond shall bear interest at a rate per annum in excess of four percent (4.00%). The Designated Representatives are hereby given full authority to execute and deliver a Bond Notification for and on behalf of the Village as herein provided. The Bond Notification shall be made a part of the transcript of the proceedings related to the issuance of the Bonds. The dated date and delivery date shall be not later than the earlier to occur of (a) the 7th day of May, 2018, or (b) the reconstitution of the Village Board due the results of the next election. Interest on the Bonds shall be payable from the interest payment date to which interest has been paid next preceding the authentication date of the Bonds unless the Bonds are authenticated after the fifteenth (15th) day next preceding an interest payment date and on or before such interest payment date in which case they shall bear interest from such interest payment date, or unless the Bonds are authenticated on or before the fifteenth (15th) day next preceding the first interest payment date, in which case they shall bear interest from the original date of the issuance of the Bonds, until the principal shall be fully paid. All payments of interest on the Bonds shall be paid by check, mailed one business day prior to the interest payment date to the registered owners thereof as the names appear as of the fifteenth (15th) day next preceding the interest payment date -3- C\1176336.2 and at the addresses as they appear on the registration books kept by the Registrar (as hereinafter defined) or at such other address as is provided to the Paying Agent (as hereinafter defined) in writing by such registered owner. The principal of the Bonds shall be payable at the principal corporate trust office of the Paying Agent. All payments on the Bonds shall be made in any coin or currency of the United States of America that on the date of such payment shall be legal tender for the payment of public and private debts. If payment of principal or interest is made to a depository, payment shall be made by wire transfer on the payment date in same-day funds. If the payment date occurs on a date when financial institutions are not open for business, the wire transfer shall be made on the next succeeding business day. The Paying Agent shall be instructed to wire transfer payments by 1:00 p.m. (New York City time) so such payments are received at the depository by 2:30 p.m. (New York City time). Section 4. Registrar and Paving Agent. (a) General. The Village Treasurer, the Purchaser (as hereinafter defined) or a bank or trust company with an office located in the State of Illinois, the State of Minnesota or the State of Missouri, as set forth in the Bond Notification (the "Registrar" or "Paying Agent") is hereby appointed to serve as registrar and paying agent for the Bonds. The Registrar is hereby charged with the responsibility of authenticating the Bonds. The Mayor, the Treasurer of the Village (the "Village Treasurer"), and the Village Clerk of the Village (the "Village Clerk") are hereby authorized to enter into such agreements or understandings with the Registrar as will enable the institution to perform the services required of a registrar and paying agent. The Mayor and Village Treasurer are further authorized to pay such fees as the Registrar may charge for the services it -4- C\1176336.2 provides as Registrar and Paying Agent, and such fees may be paid from the fund established to pay the principal of and interest on the Bonds. Each Bond shall be transferable or exchangeable only upon the books of the Village kept for that purpose at the principal corporate trust office of the Registrar by the registered owner in person, or by its attorney duly authorized in writing, upon surrender of such Bond together with a written instrument of transfer or exchange satisfactory to the Registrar duly executed by the registered owner, or its attorney duly authorized in writing, and thereupon a new fully registered bond or bonds in an authorized aggregate principal amount and of the same maturity, shall be executed and delivered in the name of the transferee or transferees or the registered owner, as the case may be, in exchange therefor. The Registrar shall not be required to transfer or exchange any Bond during the period beginning at the close of business on the fifteenth (15th) day next preceding an interest payment date on such Bond and ending on such interest payment date, or after notice calling such Bond for redemption has been mailed, or during the fifteen (15) day period next preceding mailing of notice of redemption of any Bonds. The costs of such transfer or exchange shall be borne by the Village except for any tax or governmental charge required to be paid with respect to the transfer or exchange, which taxes or governmental charges are payable by the person requesting such transfer or exchange. The Village, Registrar and Paying Agent for the Bonds may treat and consider the person in whose name such Bonds are registered as the absolute owner thereof for all purposes, including for the purpose of receiving payment of, or on account of, the principal thereof and interest due thereon. The Registrar and Paying Agent may at any time resign as registrar and paying agent upon giving 30 days' notice in writing to the Village and by first class mail to each registered owner of the Bonds then outstanding, and such resignation will take effect at the end of such 30 -day period -5- C\1176336.2 or upon the earlier appointment of a successor registrar and paying agent by the Village. Any such notice to the Village may be served personally or sent by registered mail. The Registrar and Paying Agent may be removed at any time as registrar and paying agent by the Village, in which event the Village may appoint a successor registrar and paying agent for the Bonds. The Village shall notify each registered owner of the Bonds then outstanding by first class mail of the removal of the registrar and paying agent. Notices to the registered owners of the Bonds shall be deemed to be given when mailed by first class mail to the addresses of such registered owners as they appear on the registration books kept by the Registrar. Upon the appointment of any successor registrar and paying agent by the Village, the Mayor, the Village Treasurer or the Village Clerk are authorized and directed to enter into such agreements and understandings with such successor registrar and paying agent as will enable the institution to perform the services required of a registrar and paying agent for the Bonds. The Mayor and Village Treasurer are further authorized to pay such fees as the successor registrar and paying agent may charge for the services it provides as registrar and paying agent and such fees may be paid from the fund established to pay the principal and interest on the Bonds as fiscal agency charges. Any predecessor registrar and paying agent shall deliver all of the Bonds and any cash or investments in its possession with respect thereto, together with the registration books, to the successor registrar and paying agent. (b) Book Entry System. The Village has determined that it is beneficial to the Village to have the Bonds held by a central depository system pursuant to an agreement between the Village and The Depository Trust Company, New York, New York ("Depository Trust Company") and have transfers of the Bonds effected by book -entry on the books of the central -6- C\1176336.2 depository system ("Book Entry System"). The Bonds shall be initially issued in the form of a separate single authenticated fully registered Bond for the aggregate principal amount of each separate maturity of the Bonds. Upon initial issuance, the ownership of such Bonds shall be registered in the register kept by the Registrar in the name of CEDE & CO., as nominee of the Depository Trust Company. With respect to the Bonds registered in the register kept by the Registrar in the name of CEDE & CO., as nominee of the Depository Trust Company, the Village and the Paying Agent shall have no responsibility or obligation to any other holders or owners (including any beneficial owner (`Beneficial Owner")) of the Bonds with respect to (i) the accuracy of the records of the Depository Trust Company, CEDE & CO., or any Beneficial Owner with respect to ownership questions, (ii) the delivery to any bondholder (including any Beneficial Owner) or any other person, other than the Depository Trust Company, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any bondholder (including any Beneficial Owner) or any other person, other than the Depository Trust Company, of any amount with respect to the principal of, or premium, if any, or interest on the Bonds except as otherwise provided herein. So long as the Bonds are registered in the name of CEDE & CO., as nominee of the Depository Trust Company, no person other than the Depository Trust Company shall receive an authenticated Bond evidencing an obligation of the Village to make payments of the principal of and premium, if any, and interest on the Bonds pursuant to this Ordinance. The Village and the Registrar and Paying Agent may treat as and deem the Depository Trust Company or CEDE & CO. to be the absolute bondholder of each of the Bonds for the purpose of (i) payment of the principal of and premium, if any, and interest on such Bonds; (ii) giving notices of redemption and -7- C\1176336.2 other notices permitted to be given to bondholders with respect to such Bonds; (iii) registering transfers with respect to such Bonds; (iv) obtaining any consent or other action required or permitted to be taken of or by bondholders; (v) voting; and (vi) for all other purposes whatsoever. The Paying Agent shall pay all principal of and premium, if any, and interest on the Bonds only to or upon the order of the Depository Trust Company, and all such payments shall be valid and effective fully to satisfy and discharge the Village's and the Paying Agent's obligations with respect to principal of and premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. Upon delivery by the Depository Trust Company to the Village of written notice to the effect that the Depository Trust Company has determined to substitute a new nominee in place of CEDE & CO., and subject to the provisions herein with respect to consents, the words "CEDE & CO." in this Ordinance shall refer to such new nominee of the Depository Trust Company. Notwithstanding any other provision hereof to the contrary, so long as any Bond is registered in the name of CEDE & CO., as nominee of the Depository Trust Company, all payments with respect to the principal of and premium, if any, and interest on such Bonds and all notices with respect to such Bonds shall be made and given, respectively, to the Depository Trust Company as provided in a representation letter from the Village to the Depository Trust Company (the "Blanket Issuer Letter of Representations"). Upon receipt by the Village of written notice from the Depository Trust Company to the effect that the Depository Trust Company is unable or unwilling to discharge its responsibilities and no substitute depository willing to undertake the functions of the Depository Trust Company hereunder can be found which is willing and able to undertake such functions upon reasonable and customary terms, then the Bonds shall no longer be restricted to being registered in the register of the Village kept by the Registrar in the name of CEDE & CO., as nominee of the Depository Trust -8- C\1176336.2 Company, but may be registered in whatever name or names the bondholders transferring or exchanging the Bonds shall designate, in accordance with the provisions of this Ordinance. If the Village determines that it is in the best interest of the bondholders that they be able to obtain certificates for the fully registered Bonds, the Village may notify the Depository Trust Company and the Registrar, whereupon the Depository Trust Company will notify the Beneficial Owners of the availability through the Depository Trust Company of certificates for the Bonds. In such event, the Registrar shall prepare, authenticate, transfer and exchange certificates for the Bonds as requested by the Depository Trust Company and any Beneficial Owners in appropriate amounts, and whenever the Depository Trust Company requests the Village and the Registrar to do so, the Registrar and the Village will cooperate with the Depository Trust Company by taking appropriate action after reasonable notice to (i) make available one or more separate certificates evidencing the fully registered Bonds of any Beneficial Owner's Depository Trust Company account or (ii) arrange for another securities depository to maintain custody of certificates for and evidencing the Bonds. If the Bonds shall no longer be restricted to being registered in the name of the Depository Trust Company, the Registrar shall cause said Bonds to be printed in blank in such number as the Registrar shall determine to be necessary or customary; provided, however, that the Registrar shall not be required to have such Bonds printed until it shall have received from the Village indemnification for all costs and expenses associated with such printing. Section 5. Redemption. (a) Optional Redemption. If so provided in the Bond Notification, the Bonds may be subject to redemption prior to maturity at the option of the Village, from any available funds, in whole or in part, in integral multiples of $5,000, in any order of their maturity as determined by -9- C\1176336.2 the Village (less than all of the Bonds of a single maturity to be selected by the Registrar and within any maturity by lot), on the date (not later than December 1, 2027) of redemption provided in the Bond Notification and on any date thereafter, at the redemption price of par plus accrued interest to the redemption date. (b) Mandatory Redemption. The Bonds may be subject to mandatory redemption as set forth in the Bond Notification. (c) General. For any such redemptions, the Bonds shall be redeemed only in the principal amount of $5,000 and integral multiples thereof. The Village shall, at least thirty (30) days prior to the redemption date (unless a shorter time period shall be satisfactory to the Registrar), notify the 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 not more than sixty (60) days prior to the redemption date by the Registrar, by such method of lottery as the Registrar shall deem fair and appropriate; provided that such lottery shall provide for the selection for redemption of Bonds or portions of Bonds in principal amounts of $5,000 and integral multiples thereof. The 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 6. Redemption Procedure. For any such redemptions, unless waived by the registered owner of Bonds to be redeemed, official notice of the call for any such redemption shall be given by the Registrar on 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 -10- C\1176336.2 redemption to the registered owner of the Bond or Bonds to be redeemed at the address as it appears on the registration books kept by the Registrar or at such other address as is furnished in writing by such registered owner to the Registrar. All official notices of redemption shall state: (i) the redemption date, (ii) the redemption price, (iii) the identification by CUSIP numbers, if applicable, and maturity dates (and, in the case of partial redemption of Bonds within a maturity, the respective principal amounts) of the Bonds to be redeemed, (iv) a statement 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, (v) 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 Registrar, and (vi) such other information then required by custom, practice or industry standard. Prior to any redemption date, the Village shall deposit with the 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 such redemption date. Unless moneys sufficient to pay the redemption price of the Bonds to be redeemed shall have been received by the 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 conditioned upon the receipt of such moneys by the 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 Registrar shall give notice, in the same manner in which the notice of redemption was given, that such moneys were not so received and that such Bonds will not be redeemed. -11- C\1176336.2 Official 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. Neither the failure to mail such redemption notice, nor any defect in any notice so mailed to any particular registered owner of a Bond, shall affect the sufficiency of such notice with respect to other registered owners. Notice having been properly given, failure of a registered owner of a Bond to receive such notice shall not be deemed to invalidate, limit or delay the effect of the notice or redemption action described in the notice. Such notice may be waived in writing by a registered owner of a Bond entitled to receive such notice either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by registered owners shall be filed with the Registrar, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Upon surrender of such Bonds for redemption in accordance with said notice, such Bonds or portions being redeemed shall be paid by the Registrar at the redemption price. Installments of interest due on or prior to the redemption date shall be payable as herein provided for the payment of interest. Upon surrender for any partial redemption of any Bond, there shall be prepared for the registered owner a new Bond or Bonds of the same maturity in the amount of the unpaid principal, of like tenor, of authorized denominations, and bearing the same rate of interest. If any Bond or portion of a Bond called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the redemption date at the rate borne by the Bond or portion of a Bond so called -12- C\1176336.2 for redemption. All Bonds which have been redeemed shall be canceled and destroyed by the Registrar and shall not be reissued. In addition to the foregoing notice, further notice shall be given by the Registrar on behalf and at the expense of the Village as set out below, but no defect in said further notice nor any failure to give all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as above prescribed. Each further notice of redemption given hereunder shall contain the information required above for an official notice of redemption plus (a) the CUSIP numbers of all Bonds being redeemed; (b) the date of issue of the Bonds as originally issued; (c) the rate of interest borne by each Bond being redeemed; (d) the maturity date of each Bond being redeemed; and (e) any other descriptive information needed to identify accurately the Bonds being redeemed. Upon the payment of the redemption price of Bonds being redeemed, each check or other transfer of funds issued for such purpose shall bear the CUSIP number identifying, by issue and maturity, the Bonds being redeemed with the proceeds of such check or other transfer. Section 7. Execution and Negotiability. Each of the Bonds shall be executed in the name of the Village by the manual or facsimile signature of the Mayor, and the seal of the Village shall be affixed, imprinted, engraved or otherwise reproduced thereon and attested by the manual or facsimile signature of the Village Clerk. In case any officer whose signature or facsimile signature appears on the Bonds shall cease to be such officer before the delivery of the Bonds, the signature of such officer shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery. The Bonds shall have all of the qualities and incidents of negotiable instruments under the laws of the State of Illinois, subject to the provisions for registration herein. -13- C\1176336.2 The Bonds shall also be authenticated by the manual signature of the Registrar and no Bond shall be valid or become obligatory for any purpose until the certificate of authentication thereon has been so executed. Section 8. Form of Bonds. The form and tenor of the Bond shall be substantially as follows, all blanks to be filled in properly prior to delivery: -14- C\1176336.2 REGISTERED REGISTERED NO R- $ UNITED STATES OF AMERICA STATE OF ILLINOIS COUNTY OF COOK VILLAGE OF MOUNT PROSPECT GENERAL OBLIGATION BOND, SERIES 2017 Interest Maturity Original Authentication Rate Date Date Date CUSIP REGISTERED OWNER: CEDE & CO. PRINCIPAL SUM: The Village of Mount Prospect, in Cook County, Illinois (the "Village"), for value received, hereby promises to pay to the Registered Owner named above or registered assigns, the Principal Sum set forth above on the Maturity Date set forth above (unless this bond be subject to and be called for redemption prior to maturity as hereinafter provided), and to pay interest hereon (computed on the basis of a 360 -day year of twelve 30 -day months) at the Interest Rate per annum stated above from the interest payment date to which interest has been paid next preceding the Authentication Date of this bond unless this bond is authenticated after the fifteenth (15th) day next preceding an interest payment date and on or before such interest payment date in which case it shall bear interest from such interest payment date or unless this bond is authenticated on or before the fifteenth (15th) day next preceding the first interest payment date, in which case it shall bear interest from the Original Date, until the principal is paid, which interest is payable semiannually on June 1 and December 1 in each year, beginning on 1, 201 This bond is one of an authorized issue of "General Obligation Bonds, Series 2017" (the "Bonds") of the Village of like date, tenor and effect, except as to rates of interest and dates of maturity; aggregating Dollars ($ ); numbered consecutively from R-1 up; issued for the purpose of paying the costs of the Project (as defined in the hereinafter defined Ordinance) and the costs of issuing the bonds. This bond is issued pursuant to a Bond Ordinance adopted by the Mayor and the Board of Trustees of said Village (collectively, the "Corporate Authorities") on the 7th day of November, 2017 and a Notification of Sale (the "Bond Notification") executed on the day of , 2017 (collectively, the "Ordinance") by the Mayor of said Village pursuant thereto and in accordance with Section 6 of Article VII of the Illinois Constitution of 1970 and the Municipal Code of the Village, the proceeds of which are to be applied solely to pay the costs of the Project and the payment of costs of issuance of the Bonds. [Bonds maturing on and after December 1, 20 , shall be subject to redemption prior to maturity at the option of the Village, from any available funds, in whole or in part, in integral -15- C\1176336.2 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 Registrar (as hereinafter defined) and within any maturity by lot), on , and on any date thereafter, at the redemption price of par plus accrued interest to the redemption date.] [Bonds due on December 1, 20 and December 1, 20 , are subject to mandatory redemption, in integral multiples of $5,000 selected by lot by the Registrar, at a redemption price of par plus accrued interest to the redemption date, as set forth in the Bond Notification.] This bond is transferable or exchangeable only upon the books of the Village kept for that purpose at the principal corporate trust office of the Registrar by the registered owner hereof in person, or by its attorney duly authorized in writing, upon surrender of this bond together with a written instrument of transfer or exchange satisfactory to the Registrar duly executed by the registered owner, or its attorney duly authorized in writing, and thereupon a new fully registered bond or bonds in an authorized aggregate principal amount and of the same maturity, shall be executed and delivered in the name of the transferee or transferees or to the registered owner, as the case may be, in exchange therefor. The Registrar shall not be required to transfer or exchange this bond during the period beginning at the close of business on the fifteenth (15th) day next preceding an interest payment date on this bond and ending on such interest payment date. The Village, the Registrar, the Paying Agent (as hereinafter defined) and any other registrar or paying agent for this bond may treat and consider the person in whose name this bond is registered as the absolute owner hereof for all purposes, including for the purpose of receiving payment of, or on account of, the principal hereof and interest due hereon. THE OWNER OF THIS BOND, BY THE ACCEPTANCE HEREOF, HEREBY AGREES TO ALL THE TERMS AND PROVISIONS CONTAINED IN THE ORDINANCE. Bonds maturing in any one year are issuable only in fully registered form in the denomination of $5,000 or any integral multiple thereof. The principal of this bond is payable at the principal corporate trust office of , (the "Registrar" or "Paying Agent"). All payments of interest on this bond shall be paid by check, mailed one (1) business day prior to the interest payment date to the registered owner hereof as of the fifteenth (15th) day next preceding such interest payment date at the address as it appears on the registration books kept by the Registrar or at such other address as is provided to the Paying Agent in writing by the registered owner. If payment of principal or interest is made to a depository, payment shall be made by wire transfer on the payment date in same-day funds. If the payment date occurs on a date when financial institutions are not open for business, the wire transfer shall be made on the next succeeding business day. The Paying Agent shall wire transfer payments so such payments are received at the depository by 2:30 p.m. (New York City time). All payments on the bond shall be made in any coin or currency of the United States of America, which on the dates of such payment, shall be legal tender for the payment of public and private debts. The Bonds shall be initially issued in a Book Entry System (as defined in the Ordinance). The provisions of this bond and of the Ordinance are subject in all respects to the provisions of the -16- C\1176336.2 Blanket Issuer Letter of Representations (as defined in the Ordinance) between the Village and The Depository Trust Company, or any substitute agreement, affecting such Book Entry System. This bond is a general obligation of the Village payable from ad valorem taxes levied against all taxable property in the Village, without limitation as to rate or amount. The full faith, credit and resources of the Village are pledged to the punctual payment of the principal of and interest on this bond. This bond is negotiable, subject to registration provisions, pursuant to the laws of the State of Illinois. It is hereby certified and recited that all acts, conditions and things required to be done precedent to and in the execution, issuance and delivery of this bond have been done and performed in regular and due form as provided by law; that the indebtedness of the Village, including the issue of the Bond of which this is one, does not exceed any limitation imposed by law; and that provision has been made for the collection of a direct annual tax sufficient to pay the interest hereon as it 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 executed by an authorized representative of the Registrar. -17- C\1176336.2 IN WITNESS WHEREOF, the Village of Mount Prospect, Cook County, Illinois, has caused this bond to be executed by the manual or duly authorized facsimile signature of the Mayor of the Village, the seal of said Village (or a facsimile thereof) to be affixed, imprinted, engraved or otherwise reproduced hereon and attested by the manual or duly authorized facsimile signature of the Village Clerk, all as of the Original Date identified above. VILLAGE OF MOUNT PROSPECT, COOK COUNTY, ILLINOIS Lo (SEAL) Attest: By: Village Clerk Mayor REGISTRAR'S CERTIFICATE OF AUTHENTICATION This bond is one of the Bonds described in the within -mentioned Ordinance. Authorized Representative [End of Form of Bond] Section 9. Authorization for Preparation and Sale of the Bonds; Purchase Contract. The Village President, the Village Manager or the Finance Director of the Village (the "Designated Representatives") are hereby authorized to proceed 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, and, after authentication thereof by the Bond Registrar, be by said Treasurer delivered to the purchaser -18- C\1176336.2 thereof, as hereinafter described (the "Purchaser"), upon receipt of the purchase price therefor, the same being not less than 97.00% of the principal amount of the Bonds plus any accrued interest to date of delivery. The Purchaser shall be (a) pursuant to a competitive sale conducted by PMA Securities, Inc., Naperville, Illinois ("PMA"), the best bidder for the Bonds; (b) in a negotiated underwriting, a bank or financial institution listed in the Dealers & Underwriters or Municipal Derivatives sections of the most recent edition of The Bond Buyer's Municipal Marketplace; or (c) in a private placement, (i) a bank or financial institution authorized to do business in the State of Illinois, (ii) a governmental unit as defined in the Local Government Debt Reform Act of the State of Illinois, as amended, or (iii) an "accredited investor" as defined in Rule 501 of Regulation D as promulgated under the Securities Act of 1933, as amended; provided, however, that the Purchaser as set forth in either (b) or (c) shall only be selected upon receipt by the Village of the recommendation of PMA that the sale of the Bonds on a negotiated or private placement basis to the Purchaser is in the best interests of the Village because of (i) the pricing of the Bonds by the Purchaser, (ii) then current market conditions or (iii) the timing of the sale of the Bonds; and further provided, that the Purchaser as set forth in (c) may be selected through the utilization of a placement agent selected by the Designated Representatives after consultation with PMA if the use of such placement agent is determined to be in the best interest of the Village. Prior to the sale of the Bonds, the Village President or the Finance Director of the Village 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 -19- C\1176336.2 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 Notification"). 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. 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. Upon the sale of the Bonds, as evidenced by the execution and delivery of the Bond Notification by the Designated Representatives, the Village President, Village Clerk and Village Treasurer 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 or Preliminary Term Sheet and any final Official Statement or final Term Sheet relating to the Bonds (the "Disclosure -20- C\1176336.2 Document") is hereby ratified, approved and authorized; the execution and delivery of the Disclosure Document 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 Disclosure Document, the Disclosure Document and the Bonds. The Bonds when fully paid for and delivered to the Purchaser, shall be the binding general obligations of the Village. The proper officers of the Village are hereby directed to sell the Bonds to the Purchaser and to do whatever acts and things which may be necessary to carry out the provisions of this Ordinance. Section 10. Bond Insurance. In the event the Purchaser certifies to the Village that it would be economically advantageous for the Village to acquire a municipal bond insurance policy for the Bonds, the Village hereby authorizes and directs the Village Treasurer or the Village Manager to obtain such an insurance policy. The acquisition of a municipal bond insurance policy is hereby deemed economically advantageous if the difference between the present value cost of (a) the total debt service on the Bonds if issued without municipal bond insurance and (b) the total debt service on the Bonds if issued with municipal bond insurance, is greater than the cost of the premium on the municipal bond insurance policy. In the event the payment of principal and interest on the Bonds is insured pursuant to a 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 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 the Mayor of the Village on advice of counsel, his or her -21 - C\1176336.2 approval to constitute full and complete acceptance by the Village of such terms and provisions under authority of this Section. Section 11. Continuing Disclosure. The Continuing Disclosure Undertaking (the "Undertaking") in substantially the form which has been presented to and is hereby approved by the Corporate Authorities, and the Mayor and the Village Clerk are hereby authorized and directed to complete, execute and attest the same on behalf of the Village. Notwithstanding any other provisions of this Ordinance, failure of the Village to comply with the Undertaking shall not be considered an event of default under the Bonds or this Ordinance. Section 12. Tax Levy. For the purpose of providing funds to produce sums necessary to pay the interest on the Bonds as it falls due and also pay and discharge the principal thereof at maturity, there shall be levied upon all the taxable property within the Village a direct annual tax (the "Pledged Taxes") for each of the years while the Bonds or any of them are 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, in each of the years 2017 to 2036, a maximum direct annual tax in the amount of $1,200,000, such amount to be finalized in the Bond Notification. Principal or interest coming due at any time when there are not sufficient funds on hand from the foregoing tax levy to pay the same shall be paid from current funds on hand of the Village, and the fund from which such payment was made shall be reimbursed out of the taxes hereby levied when the same shall be collected. The Village covenants and agrees with the Purchaser and the holders of the Bonds that so long as 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 foregoing tax levy, unless the abatement of any particular tax levy amount has been provided for through the -22- C\1176336.2 deposit of moneys in a segregated account, and the Village and its officers will comply with all present and future applicable laws in order to assure that the Pledged Revenues will be available and the Pledged Taxes will be levied, extended and collected as provided herein and deposited in the Bond Fund established to pay the principal of and interest on the Bonds. The funds derived from the tax levy be and the same are hereby appropriated and set aside for the sole and only purpose of paying principal of and interest on said Bonds when and as the same become due. The funds from the sale of said Bonds be and they are hereby appropriated and set aside for the purpose hereinbefore set out. If the Village deposits funds from any lawful source into the Bond Fund, the Village Clerk shall file written direction with the County Clerk to abate the taxes by the amount so deposited, and such deposits shall be made prior to any such abatement being filed with the County Clerk. No Pledged Taxes may be abated unless and until the proper amount of such abatement has been deposited irrevocably into the Bond Fund and dedicated to the payment of the Bonds. Section 13. Filing of Ordinance. Forthwith upon this Ordinance becoming effective, the Village Clerk is hereby directed to file a certified copy of this Ordinance, which certificate shall recite that this Ordinance has been passed by the Corporate Authorities and published, with the County Clerk of Cook County (the "County Clerk"), and it shall be the duty of said County Clerk in and for the years 2017 to 2036 while the Bonds or any of them are outstanding (as set forth in the Bond Notification), inclusive, to annually ascertain the rate necessary to produce the tax herein and therein 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 said years, in order to raise the respective amounts aforesaid 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 -23- C\1 176336.2 23- C\1176336.2 computation, extension and collection of taxes for general corporate purposes of the Village, and when collected, the taxes hereby levied shall be used only for the purpose of paying the principal of and interest on the Bonds. Section 14. Costs of Issuance. Costs of issuance of the Bonds not otherwise paid shall be paid from the remaining proceeds by the Village. When all the costs of issuance of the Bonds have been paid, the Village shall then transfer any amount then remaining from the proceeds of the Bonds to the Bond Fund as herein provided. Section 15. Bond Fund. There is hereby created and established a special fund of the Village known as the "Bond Fund, Series 2017" (the "Bond Fund") to be held by the Village Treasurer, which is a trust fund established for the purpose of carrying out the covenants, terms and conditions imposed upon the Village by this Ordinance. The Bond Fund shall be the fund for the payment of the principal of and interest on the Bonds at maturity or on interest payment dates or redemption. Any capitalized interest included in the proceeds of the sale of the Bonds shall be deposited in the Bond Fund for the payment of interest on the Bonds, and the Pledged Taxes shall be deposited into the Bond Fund, as received, and shall be used solely and only for the payment of principal of and interest on the Bonds when due (including any redemption). The Bonds are secured by a pledge of all moneys on deposit in the Bond Fund, and such pledge is irrevocable until the Bonds have been paid in full or until the obligations of the Village are discharged under this Ordinance. Accrued interest and premium received at the time of delivery of the Bonds, if any, shall be deposited in the Bond Fund. The Village directs that the Village Treasurer deposit the following amounts received from the collection of the Pledged Taxes into the Bond Fund: (a) an amount equal to one-half of the total principal and interest due on the Bonds in such year (the "Debt Service Requirement") shall -24- C\1176336.2 be deposited into the Bond Fund from collections of the first installment of property taxes and (b) an amount equal to the other half of the Debt Service Requirement shall be deposited into the Bond Fund from collections of the second installment of property taxes. Section 16. Project Fund. There is hereby created and established a special fund of the Village known as the "Project Fund, Series 2017" (the "Project Fund") to be held by the Village Treasurer. Proceeds of the Bonds shall be deposited in the Project Fund, and the Project Fund shall be used for the purpose of paying for the costs of the Project, and costs of issuance of the Bonds. For the purpose of paying first interest due on the Bonds, an amount necessary for that purpose may be loaned from the Project Fund to the Bond Fund. Said amount shall be reimbursed to the Project Fund from the Bond Fund as Pledged Taxes are received and available therefor. Additional loans from the Project Fund to the Bond Fund to pay debt service on the Bonds may be made upon further direction by the Corporate Authorities so long as provision is made to reimburse the Project Fund with Pledged Taxes. Interest received from deposits in the Project Fund shall, at the discretion of the Corporate Authorities, either be transferred for the payment of the principal of and interest on the Bonds on the interest payment date next after such interest is received or be retained in the Project Fund. In the event that any moneys remain in the Project Fund upon completion of the Project, the Village shall deposit the remaining moneys in the Project Fund into the Bond Fund and shall cause such moneys to be used to pay the interest on the Bonds on the earliest possible date. Section 17. Additional Funds and Accounts. In addition to the funds established hereunder, the Mayor is hereby authorized and directed to establish, and the Village Treasurer is further authorized to hold, any and all funds and/or accounts they deem necessary or convenient to the accomplishment of the purposes set forth in this Ordinance. -25- C\1 176336.2 25- C\1176336.2 Section 18. Defeasance of the Bonds. If, when the Bonds or a portion thereof shall have become due and payable in accordance with their terms or shall have been duly called for redemption or irrevocable instructions to call the Bonds or a portion thereof for redemption shall have been given, and the whole amount of the principal and the interest and the premium, if any, so due and payable upon all of the Bonds or a portion thereof then outstanding shall be paid; or (i) sufficient moneys or (ii) direct obligations of the United States of America (including obligations issued or held in book -entry form on the books of the Department of the Treasury), the principal of and the interest on which when due will provide sufficient moneys for such purpose, shall be held in trust for such purpose, and provision shall also be made for paying all fees and expenses for the redemption, then and in that case the Bonds or any designated portion thereof issued hereunder shall no longer be deemed outstanding or entitled to any pledge of the Pledged Taxes made herein. Section 19. Investment of Moneys. Moneys in the Bond Fund and Project Fund may be invested by the Village Treasurer in lawful investments for the Village. All income earned or losses sustained on such investments shall be credited to the Fund or Account from which the investments were made. Section 20. Amendments with Consent of Bondholders. Subject to the terms and provisions contained in this section, and not otherwise, the owners of not less than sixty-six and two-thirds percent (66%%) in aggregate principal amount of the Bonds issued pursuant to this Ordinance and then outstanding shall have the right from time to time, anything contained in this Ordinance to the contrary notwithstanding, to consent to and approve the adoption by the Village of such ordinance or ordinances supplemental hereto or amendatory hereof, as shall be deemed necessary or desirable by the Village for the purpose of modifying, altering, amending, adding to -26- C\1176336.2 or rescinding in any particular manner any of the terms or provisions contained in this Ordinance, or in any supplemental ordinance; provided, however, that nothing herein contained shall permit or be construed as permitting: (a) An extension of the maturity of the principal of or interest on any Bond issued pursuant to this Ordinance; or (b) A reduction in the principal amount of any Bond or the rate of interest thereon; or (c) A preference or priority of any Bond or Bonds issued pursuant to this Ordinance over any other Bond or Bonds issued pursuant to the provisions of this Ordinance; or (d) A reduction in the aggregate principal amount of the Bonds required for consent to such supplemental ordinance. If the owners of not less than sixty-six and two-thirds percent (66%%) in aggregate principal amount of the Bonds outstanding at the time of adoption of such supplemental ordinance shall have consented to and approved the adoption thereof by written instrument to be maintained on file in the office of the Village Clerk, no owner of any Bond issued pursuant to this Ordinance shall have any right to object to the adoption of such supplemental ordinance or to object to any of the terms and provisions contained therein or the operation thereof, or in any manner to question the propriety of the adoption thereof, or to enjoin or restrain the Village from adopting the same, or from taking any action pursuant to the provisions thereof. Upon the adoption of any supplemental ordinance pursuant to the provisions of this section, this Ordinance shall be, and shall be deemed, modified and amended in accordance therewith, and the respective rights, duties and obligations under this Ordinance of the Village and all owners of Bonds then outstanding, shall thereafter be determined, exercised and enforced in accordance with this Ordinance, subject in all respects to such modifications and amendments. Notwithstanding anything contained in the -27- C\1176336.2 foregoing provisions of this Ordinance, the rights and obligations of the Village and of the owners of the Bonds authorized by this Ordinance, and the terms and provisions of the Bonds and this Ordinance, or any supplemental or amendatory ordinance, may be modified or altered in any respect with the consent of the Village and the consent of the owners of all the Bonds then outstanding. Section 21. General Covenants. The Village covenants and agrees with the registered owners of the Bonds, so long as any such Bonds remain Outstanding, as follows: A. The Village will punctually pay or cause to be paid from the sources provided for in this Ordinance, the principal of and interest to become due on the Bonds in strict conformity with the terms of the Bonds and this Ordinance, and it will faithfully observe and perform all of the conditions, covenants and requirements thereof. B. The Village will pay and discharge, or cause to be paid and discharged, from the Bond Fund, any and all lawful claims which, if unpaid, might become a lien or charge upon the Pledged Taxes, or any part thereof, or upon any such funds in the hands of the Bond Registrar, or which might impair the security of the Bonds. Nothing herein contained shall require the Village to make any such payment so long as the Village in good faith contests the validity of said claims. C. The Village will keep, or cause to be kept, proper books of record and accounts, separate from all other records and accounts of the Village, in which complete and correct entries will be made of all transactions relating to the Pledged Taxes and the Bond Fund. Such books of record and accounts will at all times during business hours be subject to the inspection of the holders of not less than ten percent (10%) of the principal amount of the outstanding Bonds or their representatives authorized in writing. -28- C\1176336.2 D. The Village will preserve and protect the security of the Bonds and the rights of the registered owners of the Bonds, and will warrant and defend their rights against all claims and demands of all persons. From and after the sale and delivery of any of the Bonds by the Village, to the extent lawful the Bonds shall be incontestable by the Village. E. The Village will adopt, make, execute and deliver any and all such further ordinances, instruments and assurances as may be reasonably necessary or proper to carry out the intention of, or to facilitate the performance of, this Ordinance, and for the better assuring and confirming unto the owners of the Bonds of the rights and benefits of this Ordinance. F. As long as any Bonds are outstanding, the Village will continue to deposit the Pledged Taxes into the Bond Fund. The Village and its officers will comply with all present and future applicable laws in order to assure that the Pledged Taxes will be levied, extended and collected as provided in this Ordinance and deposited in the Bond Fund. G. Once issued and while outstanding, the Bonds shall be and forever remain until paid or defeased the general obligation of the Village, for the payment of which its full faith and credit are pledged, and shall be payable from the levy of the Pledged Taxes. Section 22. Tax Covenants. In order to preserve the exclusion of interest on any Bonds, the interest on which is exempt from gross income for federal tax purposes under Section 103 of the Internal Revenue Code of 1986 as existing on the date of issuance of the Bonds (the "Code") and as an inducement to purchasers of the Bonds, the Village represents, covenants and agrees that: (a) The facilities financed with the Bonds are available for use by members of the general public. Use by a member of the general public means use by natural persons not engaged in a trade or business. No person or entity, other than the Village or another state or local -29- C\1176336.2 governmental unit, will use more than 10% of the proceeds of the Bonds or property financed by Bond proceeds other than as a member of the general public. No person or entity other than the Village or another state or local governmental unit own property financed by Bond proceeds or have actual or beneficial use of such property pursuant to a lease, a management or incentive payment contract, an arrangement such as a take -or -pay or output contract or any other type of arrangement that conveys other special legal entitlements and differentiates that person's or entity's use of such property from the use by the general public, unless such uses in the aggregate relate to no more than 10% of the proceeds of the Bonds. (b) No more than ten percent (10%) of the payment of principal of or interest on the Bonds will be (under the terms of the Bonds, this Ordinance or any underlying arrangement), directly or indirectly, (i) secured by any interest in property used or to be used for a private business use or payments in respect of such property or (ii) derived from payments (whether or not to the Village) in respect of such property or borrowed money used or to be used for a private business use. (c) No more than five percent (5%) of the Bond proceeds will be loaned to any entity or person other than a state or local governmental unit. No more than five percent (5%) of the Bond proceeds will be transferred, directly or indirectly, or deemed transferred to a nongovernmental person in any manner that would in substance constitute a loan of the Bond proceeds. (d) The Village reasonably expects, as of the date hereof, that it will comply with the covenants described in paragraph (a), (b) and (c) above during the entire term of the Bonds. (e) No more than five percent (5%) of the proceeds of the Bonds will be attributable to private business use as described in (a) and private security or payments described in (b) -30- C\1176336.2 attributable to unrelated or disproportionate private business use. For this purpose, the private business use test is applied by taking into account only use that is not related to any government use of proceeds of the issue (Unrelated Use) and use that is related but disproportionate to any governmental use of those proceeds (Disproportionate Use). (f) The Village will not take any action nor fail to take any action with respect to the Bonds that would result in the loss of the exclusion from gross income for federal tax purposes nor will the Village act in any other manner which would adversely affect such status, and it will not make any investment or do any other act or thing during the period that the Bonds are outstanding which would cause the Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code. (g) The Village certifies that to the extent necessary to preserve the tax-exempt status of the Bonds it will rebate any arbitrage profits to the United States of America in accordance with Section 148(f) of the Code and the Regulations promulgated thereunder. It shall be not an event of default under this Ordinance if interest on any Bond is not excludable from gross income for federal income tax purposes pursuant to any provision of the Code which is not currently in effect and in existence on the date of issuance of the Bonds. (h) The Village represents that the Bonds are not private activity bonds as defined in Section 141 of the Code. (i) These covenants are based solely on current law in effect and in existence on the date of delivery of such Bonds. The Village hereby authorizes the officials of the Village responsible for issuing the Bonds, the same being the Mayor, the Village Clerk and the Village Treasurer, to make such further covenants and certifications as may be necessary to assure that the use thereof will not cause the -31- C\1176336.2 Bonds to be arbitrage bonds and to assure that the interest on the Bonds will be excludable from gross income for federal income tax purposes. In connection therewith, the Village further agrees: (a) through its 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 as required pursuant to Section 148 of the Code and the regulations promulgated thereunder; (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 23. Noncompliance with Tax Covenants. Notwithstanding any other provisions of this Ordinance, the covenants and authorizations contained in this Ordinance (the "Tax Sections") which are designed to preserve the exclusion of interest on the Bonds from gross income under federal law (the "Tax Exemption") need not be complied with if the Village receives an opinion of nationally recognized bond counsel that any Tax Section is unnecessary to preserve the Tax Exemption. Section 24. 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 is exempt from federal income taxation for the Bonds. 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. -32- C\1176336.2 Section 25. 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 26. Publication. The Village Clerk is hereby authorized and directed to publish this Ordinance in pamphlet form and to file copies thereof for public inspection in his/her office. Section 27. Conflicting Ordinances. All ordinances, resolutions and parts of ordinances and resolutions, in conflict herewith are hereby repealed. Section 28. Headings. The headings or titles of the several sections shall be solely for convenience of reference and shall not affect the meaning, construction or effect of this Ordinance. Section 29. Effective Date. This Ordinance shall be in full force and effect from and after its adoption and publication. -33 - C\1176336.2 ADOPTED this 7th day of November, 2017 by a roll call vote as follows: AYES: NAYS: ABSENT: APPROVED this 7th day of November, 2017. Mayor ATTEST: Village Clerk -34- C\1176336.2 Trustee moved and Trustee seconded the motion that said Ordinance as presented by the Village Clerk be adopted. After a full discussion thereof, the Mayor directed that the roll be called for a vote upon the motion to adopt said Ordinance as presented. Upon the roll being called, the following Trustees voted AYE: and the following Trustees voted NAY: Whereupon the Mayor declared the motion carried and said Ordinance adopted, approved and signed the same in open meeting and directed the Village Clerk to record the same in full in the records of the Board of Trustees of the Village of Mount Prospect, Cook County, Illinois, which was done. Other business not pertinent to the adoption of said Ordinance was duly transacted at said meeting. Upon motion duly made, seconded and carried, the meeting was adjourned. Village Clerk C\1176336.2 STATE OF ILLINOIS ) ) SS COUNTY OF COOK ) CERTIFICATION OF MINUTES AND ORDINANCE I, the undersigned, do hereby certify that I am the duly qualified and acting Village Clerk of the Village of Mount Prospect, Cook County, Illinois (the "Village"), and as such official am the keeper of the official journal of proceedings, books, records, minutes and files of the Mayor and the Board of Trustees (collectively, the "Corporate Authorities"). I further certify that the foregoing is a full, true and complete transcript of that portion of the minutes of the meeting of the Corporate Authorities held on the 7th day of November, 2017, insofar as the same relates to the adoption of Ordinance No. entitled: AN ORDINANCE providing for the issuance of not to exceed $9,990,000 General Obligation Bonds, Series 2017, of the Village of Mount Prospect, Cook County, Illinois, for the purpose of financing the costs of certain capital projects in the Village, providing for the levy and collection of a direct annual tax sufficient to pay the principal of and interest on said Bonds, and authorizing the proposed sale of said Bonds to the purchaser thereof. 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 regular public meeting. I do further certify that the deliberations of the Corporate Authorities 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 newspapers, radio or television stations and other news media requesting such notice; that an agenda for said meeting was posted at the principal office of the Corporate Authorities and at the location where said meeting was to be held on a day which was not a Saturday, Sunday or legal holiday for Illinois municipalities and at least 48 hours in advance of holding said meeting; that said agenda described or made specific reference to said ordinance; that a true, correct and complete copy of said agenda as so posted is attached hereto; and that said meeting was called and held in strict compliance with the provisions of the Open Meetings Act, as amended, and the Illinois Municipal Code, as amended, and that the Corporate Authorities has complied with all of the provisions of said Act and said Code, except as said Act and said Code are validly superseded by the home rule powers of the Village, and with all of the procedural rules of the Corporate Authorities in the adoption of said ordinance. IN WITNESS WHEREOF, I hereunto affix my official signature and seal of said Village, this 7th day of November, 2017. Village Clerk (SEAL) C\1176336.2 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 Cook County, Illinois, and as such official I do further certify that on the day of , 2017, there was filed in my office a duly certified copy of Ordinance No. entitled: AN ORDINANCE providing for the issuance of not to exceed $9,990,000 General Obligation Bonds, Series 2017, of the Village of Mount Prospect, Cook County, Illinois, for the purpose of financing the costs of certain capital projects in the Village, providing for the levy and collection of a direct annual tax sufficient to pay the principal of and interest on said Bonds, and authorizing the proposed sale of said Bonds to the purchaser thereof. duly adopted by the Board of Trustees of the Village of Mount Prospect, Cook County, Illinois, on the 7th day of November, 2017, and that the same has been deposited in 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 (SEAL) C\1176336.2 2017. County Clerk of Cook County, Illinois STATE OF ILLINOIS ) ) SS COUNTY OF COOK ) CERTIFICATE OF PUBLICATION IN PAMPHLET FORM I, the undersigned, do hereby certify that I am the duly qualified and acting Village Clerk of the Village of Mount Prospect, 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 day of , 2017, there was published in pamphlet form, by authority of the Board, a true, correct, and complete copy of Ordinance No. of the Village entitled: AN ORDINANCE providing for the issuance of not to exceed $9,990,000 General Obligation Bonds, Series 2017, of the Village of Mount Prospect, Cook County, Illinois, for the purpose of financing the costs of certain capital projects in the Village, providing for the levy and collection of a direct annual tax sufficient to pay the principal of and interest on said Bonds, and authorizing the proposed sale of said Bonds to the purchaser thereof. 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 located in the Village. IN WITNESS WHEREOF I have affixed hereto my official signature and the seal of the Village this 7th day of November, 2017. Village Clerk (SEAL) C\1176336.2