HomeMy WebLinkAbout46-O-24 providing for the issuance of the bonds, together with the Agenda, and related County Clerk Filing Certificate, and Certificate of publication in Pamphlet FormORprNaNcE NuMseR 46-0-24
AN OnoINANCE providing for the issuance of not to exceed
$35,500,000 General Obligation Corporate Purpose Bonds, Series
2024, of the City of Evanston, Cook County, Illinois, to finance
capital improvements, authorizing the execution of a bond order in
connection therewith, providing for the levy and collection of a
direct annual tax for the payment of the principal of and interest on
said bonds, and authoiang and directing the sale of said bonds at
public competitive sale.
Introduced on the 13th day of May,2024
Adopted by the City Council on the 28th
day of May,2024.
Published in Pamphlet Form by Authority
of the Corporate Authorities on the 28th
day of May,2024.
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Spcurury FoR THE Serues 2024 BoNos
Tax LEvv;AsatpvrgNrs
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OnolnnNcp Nurr{snn 46-0-24
AN OnotNANCE providing for the issuance of not to exceed
$35,500,000 General Obligation Corporate Purpose Bonds, Series
2024, of the City of Evanston, Cook County, Illinois, to finance
capital improvements bonds of said City, authoizing the execution
of a bond order in connection therewith, providing for the levy and
collection of a direct annual tax for the payment of the principal of
and interest on said bonds, and authorizing and directing the sale of
said bonds at public competitive sale.
Pns,{Nrnl.rs
WHeReas
A. The City of Evanston, Cook County, Illinois (the "City"), has a population in excess
of 25,000, and pursuant to the provisions of the 1970 Constitution of the State of Illinois and
particularly Article VII, Section 6(a) thereof, is a home rule unit and as such 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.
B. Pursuant to the home rule provisions of Section 6 of Article VII, the City 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.
C. The City Council of the City (the "Corporate Authorities ") has determined it is
necessary and convenient for the public health, safety, and welfare to provide for capital
improvements at various locations throughout the City, including (i) reimbursing the City for its
prior expenditures on certain capital projects detailed in Resolution 4-R-22 adopted by the
Corporate Authorities on January 10,2022, pursuant to such resolution, (ii) reimbursing the City
for its prior expenditures on certain capital projects detailed in Resolution l9-R-23 adopted by the
Corporate Authorities on March 27,2023, pursuant to such resolution, and (iii) financing certain
capital projects detailed for the year 2024 in the City's Capital Improvement Plan, as adopted and
amended from time to time by the Corporate Authorities, and to pay expenses incidental to such
improvements and costs of issuance of bonds for such purpose (such improvements and related
expenses and costs being the "Capital Improvement Project") at an estimated cost of
approximately $35,500,000 and, there being no funds on hand and allocable to such purpose, the
Corporate Authorities have determined it is necessary and convenient to borrow not to exceed said
sum of $35,500,000 at this time pursuant to the Act and, in evidence of such borrowing, to issue
general obligation bonds of the City for such purpose in not to exceed such principal amount.
D. The Corporate Authorities have heretofore and it hereby expressly is determined
that it is desirable and in the best interests of the City that there be authorized at this time the
borrowing of money for the Capital Improvement Project and, in evidence of such borrowing, to
provide for the issuance of bonds in one or more series for such purposes in an aggregate principal
amount of not to exceed $35,500,000, and that certain officers of the City be authorized to sell
such bonds, and, accordingly, it is necessary that said officers be so authorized within certain
parameters as hereinafter set forth
E. Pursuant to the budget policy adopted by the Corporate Authorities on
December 18,2019, as amended by Resolution 60-R-20 adopted by the Corporate Authorities on
July 13, 2020, and notwithstanding the City's home rule status, the City has adopted a
$155,000,000Iimit on the amount of outstanding property tax supported general obligation bonds
of the City (the "City Debt Limit") and, after the issuance of the Series 2024Bonds (as hereinafter
defined), the City will be in compliance with the City Debt Limit; and
Now THenEFoRE Be It Ordained by the City Council of the City of Evanston, Cook County,
Illinois, in the exercise of its home rule powers, as follows:
Section l. Definitions. Words and terms used in this Ordinance shall have the meanings
given them, unless the context or use clearly indicates another or different meaning is intended.
Words and terms defined in the singular may be used in the plural and vice-versa. Reference to
.,
any gender shall be deemed to include the other and also inanimate persons such as corporations,
where applicable.
A. The following words and terms are as defined in the preambles.
Capital Improvement Project
City
Corporate Authorities
B. The following words and terms are defined as set forth.
"Act" means the Illinois Municipal Code, as supplemented and amended, and also
the home rule powers of the City under Section 6 of Article VII of the Illinois Constitution
of 1970:. and in the event of conflict between the provisions of said Municipal Code and
home rule powers, the home rule powers shall be deemed to supersede the provisions of
said Municipal Code; and, further, includes the Debt Reform Act.
"Ad Valorem Property Taxes" means the real property taxes levied to pay the
Series 2024Bonds as further defined, described and levied in Section 1 I of this Ordinance.
"Bond Counsel " means Chapman and Cutler LLP, Chicago, Illinois.
"Bond Fund" means the Bond Fund established and defined in Section 15 of this
Ordinance.
"Bond Moneys" means the Ad Valorem Property Taxes and any other moneys
deposited into the Bond Fund and investment income held in the Bond Fund.
"Bond Order" means the Bond Order to be executed by Designated Officers of the
City as provided in Section l3 of this Ordinance, substantially in the form attached hereto
as Exhibit A, and by which the final terms of the Series 2024Bonds will be established.
"Bond Purchase Agreement" means the contract for the sale of the Series 2024
Bonds by and between the City and the Purchaser, which may be the Official Bid Form, as
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executed, in response to an Official Notice of Sale given by the City in connection with a
public competitive sale of the Series 2024 Bonds.
"Bond Register" means the books of the City kept by the Bond Registrar to
evidence the registration and transfer of the Series 2024 Bonds, as provided in this
Ordinance.
"Bond Registrar" means Zions Bancorporation, National Association, Chicago,
Illinois, or its successors, in its capacity as bond registrar and paying agent under this
Ordinance, or a substituted bond registrar and paying agent as hereinafter provided.
"Book-Entry Form" means the form of the Series 2024Bonds as fully registered
and available in physical form only to the Depository.
"Continuing Disclosure Undertaking" means the underlaking by the City for the
benefit of the Purchaser as authorized in Section 14 of this Ordinance and substantially in
the form as attached hereto as Exhibit B.
"County" means The County of Cook, Illinois.
"County Clerk" means the County Clerk of the County.
" Dated Date " means the dated date for the Series 2024 Bonds, as set forth in the
Bond Order.
"Debt Reform Act" means the Local Government Debt Reform Act of the State of
Illinois, as amended.
"Depository" means The Depository Trust Company, a limited purpose trust
company organized under the laws of the State of New York, its successors, or a successor
depository qualified to clear securities under applicable state and federal laws.
"Designated Officers" means any two of the following: the Mayor, City Clerk,
Treasurer/Chief Financial Officer, City Manager or Deputy City Manager, or successors
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or assigns, or any of them acting together; provided, however, that one such officer must
be an elected officer.
" Financial Advisors " means Speer Financial, Inc., Chicago, Illinois, and Sycamore
Advisors LLC, Chicago, Illinois.
"Ordinance " means this Ordinance, numbered as set forth on the title page, and
passed by the Corporate Authorities on the 28th day of May, 2024.
"Purchase Price " means the price to be paid for the Series 2024Bonds as set forth
in the Bond Order,providedthat the Purchase Price for the Series 2024Bonds shall not be
less than 96.0% of the par value thereof, plus accrued interest (if any) from the date of issue
to the date of delivery.
"Purchaser " means (a) in a competitive sale, the winning bidder or syndicate;
(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 Debt Reform Act, or (iii) an "accredited investor" as defined in Rule 501 of
Regulation D as promulgated under the Securities Act of 1933, as amended.
"Record Date" means the l5th day of the month preceding any regular or other
interest payment date occurring on the first day of any month and 15 days preceding any
interest payment date occasioned by the redemption of Series 2024 Bonds on other than
the first day of a month.
"Series 2024 Bonds" means the General Obligation Corporate Purpose Bonds,
Series 2024, authorized to be issued by this Ordinance.
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"Term Bonds " means any Series 2024Bonds subject to mandatory redemption by
operation of the Bond Fund and designated as term bonds in the Bond Order.
C. Definitions also appear in the above preambles or in specific sections, as appearing
below. The table of contents preceding and the headings in this Ordinance are for the convenience
of the reader and are not a part of this Ordinance.
Section 2. Incorporation of Preambles. The Corporate Authorities hereby find that all
of the recitals contained in the preambles to this Ordinance are true, correct, and complete and do
incorporate them into this Ordinance by this reference.
Section 3. Determination to Issue Bonds. It is necessary and in the best interests of the
City to provide forthe Capital Improvement Project, to pay all necessary or advisable related costs,
and to borrow money and issue the Series 2024 Bonds for the purpose of paying such costs. It is
hereby found and determined that such borrowing of money is for a proper public purpose or
purposes, is in the public interest, and is authorized pursuant to the Act; and these findings and
determinations shall be deemed conclusive.
Section 4. Bond Details. There shall be issued and sold the Series 2024 in an aggregate
principal amount of not to exceed $35,500,000. The Series 2024 Bonds shall each be designated
"General Obligation Corporate Purpose Bond, Series 2024" or with such other name or series
designation as may be appropriate and as stated in the Bond Order; be dated the date of issuance
thereof or such other Dated Date on or prior to the initial date of issuance as may be set forth in
the Bond Order if it is determined therein to be a date better suited to the advantageous marketing
of the Series 2024Bonds; and shall also bearthe date of authentication thereof. The Series 2024
Bonds shall be fully registered and in Book-Entry Form, shall be in denominations of $5,000 or
integral multiples thereof (but no single Series 2024 Bond shall represent principal maturing on
more than one date), and shall be numbered consecutively in such fashion as shall be determined
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by the Bond Registrar. The Series 2024 Bonds shall become due and payable serially or as Term
Bonds (subject to right of prior redemption if so provided in the Bond Order) on December I of
the years in which the Series 2024 Bonds are to mature. The Series 2024 Bonds shall mature in
the amounts and in the years as shall be set forth in the Bond Order, provided, however, that the
final date of maturity of the Series 2024Bonds shall not extend past December l, 2044 andthe
sum of the principal of and interest on the Series 2024 Bonds that shall become due (or subject to
mandatory redemption) in any given annual period from December 2 to the following December I
shall not exceed $3,000,000. Each Series 2024 Bond shall bear interest at a rate not to exceed
6.0%o from the later of its Dated Date or from the most recent interest payment date to which
interest has been paid or duly provided for, until the principal amount of such Series 2024 Bond is
paid or duly provided for, such interest (computed upon the basis of a 360-day year of twelve
30-day months) being payable on June 1 and December I of each year, commencing not earlier
than December 1,2024, or such other June I or December I as shall be provided in the Bond
Order.
Interest on each Series 2024 Bond shall be paid by check or draft of the Bond Registrar,
payable upon presentation thereof in lawful money of the United States of America, to the person
in whose name such Series 2024 Bond is registered at the close of business on the applicable
Record Date and mailed to the registered owner of the Series 2024 Bond as shown in the Bond
Registrar or at such other address furnished in writing by such Registered Owner, or as otherwise
may be agreed with the Depository for so long as the Depository or its nominee is the registered
owner as of a given Record Date. The principal of the Series 2024 Bonds shall be payable in
lawful money of the United States of America upon presentation thereof at the office of the Bond
Registrar maintained for the purpose.
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Section 5. Registration of Bonds; Persons Treated as Owners. The City shall cause the
Bond Register to be kept at the office of the Bond Registrar maintained for such purpose, which
is hereby constituted and appointed the registrar of the City for the Series 2024 Bonds. The City
shall prepare, and the Bond Registrar or such other agent as the City may designate shall keep
custody of, multiple Bond blanks executed by the City for use in the transfer and exchange of
Bonds. Subject to the provisions of this Ordinance relating to the Series 2024 Bonds in Book-
Entry Form, any Bond may be transferred or exchanged, but only in the manner, subject to the
limitations, and upon payment of the charges as set forth in this Ordinance. Upon surrender for
transfer or exchange of any Series 2024 Bond at the office of the Bond Registrar maintained for
the purpose, duly endorsed by or accompanied by a written instrument or instruments of transfer
or exchange in form satisfactory to the Bond Registrar and duly executed by the registered owner
or an attomey for such owner duly authorized in writing, the City shall execute and the Bond
Registrar shall authenticate, date, and deliver in the name of the transferee or transferees or, in the
case of an exchange, the registered owner, a new fully registered Series 2024Bond or Series 2024
Bonds of the same maturity, bearing the same interest rate, of authorized denominations, for a like
aggregate principal amount. The Bond Registrar shall not be required to transfer or exchange any
Series 2024 Bond during the period from the close of business on the Record Date for an interest
payment to the opening of business on such interest payment date or during the period of l5 days
preceding the giving of notice of redemption of Series 2024 Bonds or to transfer or exchange any
Series 2024Bond all or any portion of which has been called for redemption. The execution by
the City of any fully registered Series 2024Bond shall constitute full and due authorization of such
Series 2024 Bond, and the Bond Registrar shall thereby be authorized to authenticate, date and
deliver such Series 2024 Bond; provided, however, the principal amount of Series 2024 Bonds of
each maturity authenticated by the Bond Registrar shall not at any one time exceed the authorized
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principal amount of Series 2024 Bonds for such maturity less the amount of such Series 2024
Bonds which have been paid. The person in whose name any Series 2024Bond 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 Series 2024 Bond shall be made only to or upon the order of the
registered owner thereof or his or her legal representative. All such payments shall be valid and
effectual to satisff and discharge the liability upon such Series 2024Bond to the extent of the sum
or sums so paid. No service charge shall be made to any registered owner of Series 2024 Bonds
for any transfer or exchange of Series 2024 Bonds, but the City or the Bond Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Series 2024 Bonds, except in the case of the
issuance of a Series 2024Bond or Series 2024Bonds for the unredeemed portion of a Series 2024
Bond surrendered for redemption.
Section 6. Book-Entry Provisions. The Series 2024 Bonds shall be initially issued in
the form of a separate single fully registered Series 2024 Bond for each of the maturities of each
of the Series 2024 Bonds. Upon initial issuance, the ownership of each such Series 2024 Bond
shall be registered in the Bond Register in the name of the Depository or a designee or nominee of
the Depository (such depository or nominee being the " Book-Entry Owner "). Except as otherwise
expressly provided, all of the outstanding Series 2024 Bonds from time to time shall be registered
in the Bond Register in the name of the Book-Entry Owner (and accordingly in Book-Entry Form
as such term is used in this Ordinance). Any City officer, as representative of the City, is hereby
authorized, empowered, and directed to execute and deliver or utilize a previously executed and
delivered Letter of Representations or Blanket Letter of Representations (either being the " Letter
of Representations") substantially in the form common in the industry, or with such changes
therein as the officer executing the Letter of Representations on behalf of the City shall approve,
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his or her execution thereofto constitute conclusive evidence ofapproval ofsuch changes, as shall
be necessary to effectuate Book-Entry Form. Without limiting the generality ofthe authority given
with respect to entering into such Letter of Representations, it may contain provisions relating to
(a) payment procedures, (b) transfers of the Series 2024 Bonds or of beneficial interests therein,
(c) redemption notices and procedures unique to the Depository, (d) additional notices or
communications, and (e) amendment from time to time to conform with changing customs and
practices with respect to securities industry transfer and payment practices. With respect to Series
2024 Bonds registered in the Bond Register in the name of the Book-Entry Owner, none of the
City, any City officer, or the Bond Registrar shall have any responsibility or obligation to any
broker-dealer, bank, or other financial institution for which the Depository holds Series 2024
Bonds from time to time as securities depository (each such broker-dealer, bank, or other financial
institution being referred to herein as a " Depository Participanl ") or to any person on behalf of
whom such a Depository Participant holds an interest in the Series 2024Bonds. Without limiting
the meaning of the immediately preceding sentence, the City, any City officer, and the Bond
Registrar shall have no responsibility or obligation with respect to (a) the accuracy of the records
of the Depository, the Book-Entry Owner, or any Depository Participant with respect to any
ownership interest in the Series 2024 Bonds, (b) the delivery to any Depository Participant or any
other person, other than a registered owner of a Series 2024 Bond as shown in the Bond Register
or as otherwise expressly provided in the Letter of Representations, of any notice with respect to
the Series 2024 Bonds, including any notice of redemption, or (c) the payment to any Depository
Participant or any other person, other than a registered owner of a Series 2024Bond as shown in
the Bond Register, of any amount with respect to principal of or interest on the Series 2024 Bonds.
No person other than a registered owner of a Series 2024 Bond as shown in the Bond Register
shall receive a Bond certificate with respect to any Series 2024Bond. In the event that (a) the City
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determines that the Depository is incapable of discharging its responsibilities described herein and
in the Letter of Representations, (b) the agreement among the City, the Bond Registrar, and the
Depository evidenced by the Letter of Representations shall be terminated for any reason, or (c) the
City determines that it is in the best interests of the City or of the beneficial owners of the Series
2024 Bonds either that they be able to obtain certificated Series 2024 Bonds or that another
depository is preferable, the City shall notify the Depository and the Depository shall notify the
Depository Participants of the availability of Bond certificates, and the Series 2024Bonds shall no
longer be restricted to being registered in the Bond Register in the name of the Book-Entry Owner.
Altematively, at such time, the City may determine that the Series 2024Bonds shall be registered
in the name of and deposited with a successor depository operating a system accommodating
Book-Entry Form, as may be acceptable to the City, or such depository's agent or designee, but if
the City does not select such alternate Book-Entry system, then the Series 2024 Bonds shall be
registered in whatever name or names registered owners of Series 2024 Bonds transferring or
exchanging Series 2024 Bonds shall designate, in accordance with the provisions of this
Ordinance.
Section 7. Execution; Authentication. The Series 2024 Bonds shall be executed on
behalf of the City by the manual or duly authorized facsimile signature of its Mayor and attested
by the manual or duly authorized facsimile signature of its City Clerk, as they may determine, and
shall be impressed or imprinted with the corporate seal or facsimile seal of the City. In case any
such officer whose signature shall appear on any Series 2024 Bond shall cease to be such officer
before the delivery of such Series 2024 Bond, such signature shall nevertheless be valid and
sufficient for all purposes, the same as if such officer had remained in office until delivery. All
Series 2024 Bonds shall have thereon a certificate of authentication, substantially in the form
provided, duly executed by the Bond Registrar as authenticating agent of the City and showing the
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date of authentication. No Series 2024 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 Series 2024 Bond shall be conclusive evidence that
such Series 2024 Bond has been authenticated and delivered under this Ordinance.
Section 8. Redemption The Series 2024 Bonds may be subject to redemption on the
terms set forth below.
A. Optional Redemption If so provided in the Bond Order, any Series 2024Bonds may
be subject to redemption prior to maturity at the option of the City, in whole or in part on any date,
at such times and at such optional redemption prices as shall be determined by the Designated
Officers in the Bond Order. Such optional redemption prices shall be expressed as a percentage
of the principal amount of Series 2024Bonds to be redeemed,provided that such percentage shall
not exceed 103.0oh, plus accrued interest to the date of redemption. If less than all of the
outstanding Series 2024 Bonds are to be optionally redeemed, the Series 2024 Bonds to be called
shall be called in such principal amounts, and from such maturities as may be determined by the
City and within any maturity in the manner hereinafter provided. As provided in the Bond Order,
some portion or all of the Series 2024 Bonds may be made not subject to optional redemption.
B. Term Bonds; Mandatory Redemption and Covenants; Effect of Purchase or Optional
Redemption of Term Bonds. The Series 2024Bonds may be subject to mandatory redemption (as
Term Bonds) as provided in the Bond Order. Series 2024 Bonds designated as Term Bonds shall
be made subject to mandatory redemption by operation of the Bond Fund at a price of not to exceed
par and accrued interest, without premium, on December I of the years and in the amounts as shall
be determined in the Bond Order. The City covenants that it will redeem Term Bonds pursuant to
the mandatory redemption requirement for such Term Bonds. Proper provision for mandatory
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redemption having been made, the City covenants that the Term Bonds so selected for redemption
shall be payable as at maturity, and taxes shall be levied and collected as provided herein
accordingly. If the City redeems pursuant to optional redemption as may be provided or purchases
Term Bonds of any maturity and cancels the same from Bond Moneys as hereinafter described,
then an amount equal to the principal amount of Term Bonds so redeemed or purchased shall be
deducted from the mandatory redemption requirements provided for Term Bonds of such maturity,
first, in the current year of such requirement, until the requirement for the current year has been
fully met, and then in any order of such Term Bonds as due at maturity or subject to mandatory
redemption in any year, as the City shall determine. If the City redeems pursuant to optional
redemption as may be provided or purchases Term Bonds of any maturity and cancels the same
from moneys other than Bond Moneys, then an amount equal to the principal amount of Term
Bonds so redeemed or purchased shall be deducted from the amount of such Term Bonds as due
at maturity or subject to mandatory redemption requirement in any year, as the City shall
determine.
C. Redemption Procedures. Any Series 2024 Bonds subject to redemption shall be
identified, notice given, and paid and redeemed pursuant to the procedures as follows.
(1) Redemption Notice. For a mandatory redemption, unless otherwise notified
by the City, the Bond Registrar will proceed on behalf of the City as its agent to provide
for the mandatory redemption of such Term Bonds without further order or direction
hereunder or otherwise. For an optional redemption, the City, shall, at least 45 days prior
to any optional redemption date (unless a shorter time period shall be satisfactory to the
Bond Registrar), notify the Bond Registrar of such redemption date and of the principal
amounts and maturities of Series 2024 Bonds to be redeemed and, if applicable, the effect
on any schedule of mandatory redemption of Term Bonds.
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(2) Selection of Bonds within a Maturity. For purposes of any redemption of
less than all of the Series 2024Bonds of a single maturity, the particular Series 2024 Bonds
or portions of Series 2024 Bonds to be redeemed shall be selected by lot by the Bond
Registrar for the Series 2024Bonds of such maturity by such method of lottery as the Bond
Registrar shall deem fair and appropriate; provided, that such lottery shall provide for the
selection for redemption of Series 2024Bonds or portions thereof so that any $5,000 Bond
or $5,000 portion of a Series 2024 Bond shall be as likely to be called for redemption as
any other such $5,000 Series 2024Bond or $5,000 portion. The Bond Registrar shall make
such selection (a) upon or prior to the time of the giving of official notice of redemption,
or (b) in the event of a refunding or defeasance, upon advice from the City that certain
Series 2024 Bonds have been refunded or defeased and are no longer Outstanding as
defined.
(3) Ofricial Notice of Redemption. The Bond Registrar shall promptly notify
the City in writing of the Series 2024 Bonds or portions of Series 2024 Bonds selected for
redemption and, in the case of any Series 2024 Bond selected for partial redemption, the
principal amount thereof to be redeemed. Unless waived by the registered owner of Series
2024Bonds to be redeemed, official notice of any such redemption shall be given by the
Bond Registrar on behalf of the City by mailing the redemption notice by first class U.S.
mail not less than 30 days and not more than 60 days prior to the date fixed for redemption
to each registered owner of the Series 2024Bond or Series 2024Bonds to be redeemed at
the address shown on the Bond Register or at such other address as is furnished in writing
by such registered owner to the Bond Registrar. All official notices of redemption shall
include the name of the Series 2024Bonds and at least the information as follows:
(a) the redemption date;
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(b) the redemption price;
(c) if less than all of the outstanding Series 2024 Bonds of a particular
maturity are to be redeemed, the identification (and, in the case of partial
redemption of Series 2024 Bonds within such maturity, the respective principal
amounts) of the Series 2024Bonds to be redeemed;
(d) a statement that on the redemption date the redemption price will
become due and payable upon each such Series 2024Bond or portion thereof called
for redemption and that interest thereon shall cease to accrue from and after said
date; and
(e) the place where such Serie s 2024 Bonds are to be surrendered for
payment of the redemption price, which place of payment shall be the office
designated for that purpose of the Bond Registrar.
(4) Conditional Redemption. In the case of an optional redemption of Series
2024 Bonds as described in paragraph A, above, unless moneys sufficient to pay the
redemption price of the Series 2024 Bonds to be optionally redeemed shall have been
received by the Bond Registrar prior to the giving of such notice of redemption, such notice
may, at the option of the City, state that said redemption shall be conditional upon the
receipt of such moneys by the Bond Registrar on or prior to the date fixed for redemption.
If such moneys are not received, such notice shall be of no force and effect, the City shall
not redeem such Series 2024 Bonds, and the Bond 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 Series 2024 Bonds will not be redeemed.
(5) Bonds Shall Become Due. Official notice of redemption having been given
as described, the Series 2024 Bonds or portions of Series 2024 Bonds so to be redeemed
-15-
shall, subject to the stated condition with respect to an optional redemption of Series 2024
Bonds in the paragraph (4) immediately preceding, 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 Series 2024 Bonds or
portions of Series 2024 Bonds shall cease to bear interest. Upon surrender of such Series
2024 Bonds for redemption in accordance with said notice, such Series 2024 Bonds shall
be paid by the Bond Registrar at the redemption price. The procedure for the payment of
interest due as part of the redemption price shall be as herein provided for payment of
interest otherwise due.
(6) Insfficiency in Notice Not Affecting Other Series 2024 Bonds; Foilure to
Receive Notice; Waiver. Neither the failure to mail such redemption notice, nor any defect
in any notice so mailed, to any particular registered owner of a Series 2024 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 Series 2024Bond 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 Series 2024 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 Bond Registrar, but such filing shall not be a
condition precedent to the validity of any action taken in reliance upon such waiver. In
lieu of the foregoing official notice, so long as the Series 2024 Bonds are held in Book-
Entry Form, notice may be given as provided in the Letter of Representations; and the
giving of such notice shall constitute a waiver by the Depository and the Book-Entry
Owner, as registered owner, of the foregoing notice. After giving proper notification of
- l6-
redemption to the Bond Registrar, as applicable, the City shall not be liable for any failure
to give or defect in notice.
(7) New Series 2024 Bond in Amount Not Redeemed. Upon surrender for any
partial redemption of any Series 2024 Bond, there shall be prepared for the registered
owner a new Series 2024 Bond or Series 2024 Bonds of iike tenor, of authorized
denominations, of the same maturity, and bearing the same rate of interest in the amount
of the unpaid principal.
(8) Effect ofNonpayment upon Redemption. lf any Series 2024Bondorportion
of Series 2024 Bond called for redemption shall not be so paid upon surrender thereof for
redemption, the principal shall become due and payable on demand, as aforesaid, but, until
paid or duly provided for, shall continue to bear interest from the redemption date at the
rate borne by the Series 2024 Bond or portion of Series 2024 Bond so called for
redemption.
(9) Bonds to Be Cancelled; Payment to ldentify Bonds. All Series 2024 Bonds
which have been redeemed shall be cancelled and destroyed by the Bond Registrar and
shall not be reissued. Upon the payment of the redemption price of Series 2024 Bonds
being redeemed, each check or other transfer of funds issued for such purpose shall bear
the CUSIP number identiffing, by issue and maturity, the Series 2024 Bonds being
redeemed with the proceeds of such check or other transfer.
(10) Additional Notice. The City agrees to provide such additional notice of
redemption as it may deem advisable at such time as it determines to redeem Series 2024
Bonds, taking into account any requirements or guidance of the Securities and Exchange
Commission, the Municipal Securities Rulemaking Board, the Governmental Accounting
Standards Board, or any other federal or state agency having jurisdiction or authority in
-17 -
such matters:. provided, however, that such additional notice shall be (a) advisory in nature,
(b) solely in the discretion of the City (unless a separate agreement shall be made), (c) not
be a condition precedent of a valid redemption or a part of the Bond contract, and (d) any
failure or defect in such notice shall not delay or invalidate the redemption of Series 2024
Bonds for which proper official notice shall have been given. Reference is also made to
the provisions of the Continuing Disclosure Undertaking of the City with respect to the
Series 2024Bonds, which may contain other provisions relating to notice of redemption of
Series 2024 Bonds.
(11) Bond Registrar to Advise City. As part of its duties hereunder, the Bond
Registrar shall prepare and forward to the City a statement as to notices given with respect
to each redemption together with copies of the notices as mailed.
Section 9. Form of Bonds. The Series 2024 Bonds shall be in substantially the form
hereinafter set forth; provided, however, that if the text of the Series 2024 Bonds is to be printed
in its entirety on the front side of the Series 2024 Bonds, then the second paragraph on the front
side and the legend "See Reverse Side for Additional Provisions" shall be omitted and the text of
paragraphs set forth for the reverse side shall be inserted immediately after the first paragraph.
-18-
Rpcrsrpneo
No._
See Reverse Side for
Additional
Provisions.
Interest
Rate:
Maturity
Date: December l, _
[Fonv or BoNos - FnoNr Sroe]
Unrrro Srares on ArrrnRIca
SurB or Iullnots
TsB CouxrY oF Coox
ClrY oR Evanston
GBxBnal OnucanoN CoRponlrn PuRposn Boxo,
SBnrBs 2024
RecrsrpReo
$
%
Dated
Date:2024 CUSIP:299228
Registered Owner:
Principal Amount:
KNow All PpnsoNS By THBse PResrNts that the City of Evanston, Cook County, Illinois,
a municipality, home rule unit, and political subdivision of the State of 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 later of the Dated Date of
this Bond identified above or from the most recent interest payment date to which interest has been
paid or duly provided for, at the Interest Rate per annum identified above, such interest to be
payable on June I and December I of each year, commencing 1,20-, until said
Principal Amount is paid or duly provided for. The principal of this Bond is payable in lawful
money of the United States of America upon presentation hereof at the office maintained for that
purpose at Zions Bancorporation, National Association, located in the City of Chicago, Illinois, as
- 19-
paying agent and bond registrar (the "Bond Registrar "). Payment of interest shall be made to the
Registered Owner hereof as shown on the registration books of the City maintained by the Bond
Registrar at the close of business on the applicable Record Date. The Record Date shall be the
l5th day of the month preceding any regular interest payment date or a redemption on the first day
of any month and the l5th day preceding any other interest payment date which may be occasioned
by a redemption of Bonds on a day other than the first day of any month. Interest shall be paid by
check or draft of the Bond Registrar, payable upon presentation in lawful money of the United
States of America, mailed to the address of such Registered Owner as it appears on such
registration books, or at such other address fumished in writing by such Registered Owner to the
Bond Registrar, or as otherwise agreed by the City and the Bond Registrar for so long as this Bond
is held by a qualified securities clearing corporation as depository, or nominee, in Book-Entry
Form as provided for same.
Reference is hereby made to the further provisions of this Bond set forth on the reverse
hereof, and such further provisions shall for all purposes have the same effect as if set forth at this
place.
It is hereby certified and recited that all conditions, acts, and things required by the
constitution and laws of the State of Illinois to exist or to be done precedent to and in the issuance
of this Bond, including the Act, have existed and have been properly done, happened, and been
performed in regular and due form and time as required by law; that the indebtedness of the City,
represented by the Bonds, and including all other indebtedness of the City, howsoever evidenced
or incurred, does not exceed any constitutional or statutory or other lawful limitation; and that
provision has been made for the collection of a direct annual tax, in addition to all other taxes, on
all of the taxable property in the City sufficient to pay the interest hereon as the .u*. full, due and
also to pay and discharge the principal hereof at maturity.
-20-
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 WrrNess WHEREoF the City of Evanston, Cook County, Illinois, by its City Council,
has caused this Bond to be executed by the manual or duly authorized facsimile signature of its
Mayor and attested by the manual or duly authorized facsimile signature of its City Clerk and its
corporate seal or a facsimile thereof to be impressed or reproduced hereon, all as appearing hereon
and as of the Dated Date identified above.
SPECIMI]N
Mayor, City of Evanston
Cook County,Illinois
ATTBST:
SPECIMI--N
City Clerk, City of Evanston
Cook County,Illinois
ISenr]
-21-
By
[Fonv oF AurHENrrcAroN]
CrnrrnrclrE oF AurHnNrrcATroN
This Bond is one of the Bonds described in the within-mentioned Ordinance and is one of
the General Obligation Corporate Purpose Bonds, Series 2024, having a Dated Date of
2024, of the City of Evanston, Cook County,Illinois
ZtoNs BnNcoRpoRATIoN, NnloNeL AssocleloN
Chicago, Illinois, as Bond Registrar
Date of Authentication 2024
SPITCIMtTN
Authorized Officer
[Fonu op BoNos - Revense Sroe]
This bond is one of a series of bonds (lhe "Bonds") in the aggregate principal amount of
$issued by the City for the purpose of paying the costs ofthe Capital Improvement
Project, and of paying expenses incidental thereto, all as described and defined in Ordinance
Number 46-0-24 of the City, passed by the City Council on the 28th day of May, 2}24,authorizing
the Bonds (as supplemented by the Bond Order authorized therein and executed in connection with
the sale of the Bonds, the "Ordinance"), pursuant to and in all respects in compliance with the
applicable provisions of the Illinois Municipal Code, as supplemented and amended, and as further
supplemented and, where necessary, superseded, by the powers of the City as a home rule unit
under the provisions of Section 6 of Afticle VII of the Illinois Constitution of 1970, and pursuant
to the provisions of the Local Government Debt Reform Act, as amended (such code and powers,
as supplemented, being rhe "Act"), and with the Ordinance, which has been duly executed by the
Mayor, and published in pamphlet form, in all respects as by law required.
[Optional and Mandatory Redemption provisions, as needed.]
11-LL-
This Bond is subject to provisions relating to redemption and notice thereof and other terms
of redemption; provisions relating to registration, transfer, and exchange; and such other terms and
provisions relating to security and payment as are set forth in the Ordinance; to which reference is
hereby expressly made, and to all the terms of which the Registered Owner hereof is hereby
notified and shall be subject.
The City and the Bond Registrar may deem and treat the Registered Owner hereof as the
absolute owner hereof for the purpose of receiving payment of or on account of principal hereof
and interest due hereon and for all other purposes, and neither the City nor the Bond Registrar shall
be affected by any notice to the contrary.
[Fonv oF ASSTGNMENT]
AssrcNvrnxr
FoR Vel-un RrcetvED, the undersigned sells, assigns and transfers unto
Here insert Social Security Number,
Employer Identification Number or
other Identifying Number.
(Name and Address of Assignee)
the within Bond and does hereby irrevocably constitute and appoint
as attorney to transferthe said Bond on the books kept for registration thereof with full power of
substitution in the premises.
Dated:
Signature guaranteed
The signature to this transfer and assignment must correspond with the name of the
Registered Owner as it appears upon the face of the within Bond in every particular,
without alteration or enlargement or any change whatever.
Norce:
-23-
Section 10. Securityfor the Series 2024 Bonds. The Series 2024Bonds are a general
obligation of the City, for which the full faith and credit of the City are irrevocably pledged, and
are payable from the levy of the Ad Valorem Property Taxes on all of the taxable property in the
City, without limitation as to rate or amount.
Section I l. Tax Levy; Abatements. For the purpose of providing funds required to pay
the interest on the Series 2024 Bonds promptly when and as the same falls due, and to pay and
discharge the principal thereof at maturity or as subject to mandatory redemption, there is hereby
levied upon all of the taxable property within the City, in the years for which any of the Series
2024 Bonds are outstanding, a direct annual tax sufficient for that purpose for the Series 2024
Bonds; and there is hereby levied upon all of the taxable property within the City, in the years for
which any of the Series 2024Bonds are outstanding, a direct annual tax (the "Ad Valorem Property
Taxes ") in amounts as shall be fully set forth in the Bond Order. Ad Valorem Property Taxes and
other moneys on deposit in the Bond Fund from time to time ( " Bond Moneys ") shall be applied to
pay principal of and interest on the Series 2024Bonds. Interest on or principal of the Series 2024
Bonds coming due at any time when there are insufficient Bond Moneys to pay the same shall be
paid promptly when due from current funds on hand in advance of the deposit of the Ad Valorem
Propefty Taxes; and when the Ad Valorem Property Taxes shall have been collected,
reimbursement shall be made to said funds in the amount so advanced. The City covenants and
agrees with the purchasers and registered owners of the Series 2024Bonds that so long as any of
the Series 2024 Bonds remain outstanding 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 Ad Valorem
Properly Taxes. The City and its officers will comply with all present and future applicable laws
in order to assure that the Ad Valorem Property Taxes may lawfully be levied, extended, and
collected as provided herein. In the event that funds from any other lawful source are made
-24-
available for the purpose of paying any principal of or interest on any of the Series 2024 Bonds so
as to enable the abatement of the taxes levied herein for the payment of same, the Corporate
Authorities shall, by proper proceedings, direct the transfer of such funds to the Bond Fund, and
shall then direct the abatement of the taxes by the amount so deposited. The City covenants and
agrees that it will not direct the abatement of taxes until money has been deposited into the Bond
Fund in the amount of such abatement. A certified copy or other notification of any such
proceedings abating taxes may then be filed with the County Clerk in a timely manner to effect
such abatement.
Section I2. Filing with County Clerk. Promptly, after this Ordinance becomes effective
and upon execution of the Bond Order, a copy hereof, certified by the City Clerk, shall be filed
with the County Clerk. Under authority of this Ordinance, the County Clerk shall in and for each
of the years as set forth in the Bond Order ascertain the rate percent required to produce the
aggregate Ad Valorem Property Taxes levied in each of such years; and the County Clerk shall
extend the same for collection on the tax books in connection with other taxes levied in such years
in and by the City for general corporate purposes of the City; and in each of those years such
annual tax shall be levied and collected by and for and on behalf of the City in like manner as taxes
for general corporate purposes for such years are levied and collected, without limit as to rate or
amount, and in addition to and in excess of all other taxes.
Section 13. Sale of Bonds; Bond Order; Official Statement. A. The Designated Officers
are hereby authorized to proceed, without any further official authorization or direction whatsoever
from the Corporate Authorities, to sell and deliver Bonds as herein provided. The Designated
Officers shall be and are hereby authorized and directed to sell the Series 2024 Bonds to the
Purchaser at not less than the Purchase Price, provided, however, that the following conditions
shall also be met:
-25-
(l) The Purchaser shall be either (i) the winning bidder at public competitive sale
of the Series 2024 Bonds or (2) selected upon receipt by the City of the written
recommendation of the Financial Advisors that the sale of the Bonds on a negotiated or
private placement basis to the Purchaser is in the best interest of the City 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.
(2) The Financial Advisors shall provide advice (in the form of written certificate
or report) that the terms of the Series 2024Bonds are fair and reasonable in light of current
conditions in the market for obligations such as the Series 2024 Bonds.
Nothing in this Section shall require the Designated Officers to sell the Series 2024 Bonds if in
their judgment the conditions in the bond markets shall have markedly deteriorated from the time
of adoption hereof, but the Designated Officers shall have the authority to sell the Series 2024
Bonds in any event so long as the limitations set forth in this Ordinance shall have been met.
Incidental to any sale of the Series 2024 Bonds, the Designated Officers shall find and determine
that no person responsible for sale of the Series 2024 Bonds and holding any office of the City
either by election or appointment, is in any manner financially interested, either directly, in his or
her own name, or indirectly, in the name of any other person, association, trust or corporation, in
the agreement with the Purchaser for the purchase of the Series 2024 Bonds.
B. Upon the sale of the Series 2024 Bonds, the Designated Officers and any other
officers of the City as shall be appropriate shall be and are hereby authorized and directed to
approve or execute, or both, such documents of sale of the Series 2024Bonds as may be necessary,
including, without limitation, a Bond Order, Official Statement, Bond Purchase Agreement, and
closing documents; such certifications, tax returns, and documentation as may be required by Bond
Counsel, including, specifically, a tax exemption certificate and agreement, to render their
-26-
opinion(s) as to the tax-exempt status of the interest on the Series 2024 Bonds. The Preliminary
Official Statement relating to the Series 2024Bonds, such document to be in substantially the form
now on file with the City Clerk and available to the Mayor and Aldermen and to members of the
interested public, is hereby in all respects authorized and approved; and the proposed use by the
Purchaser of an Official Statement (in substantially the form of the Preliminary Official Statement
but with appropriate variations to reflect the final terms of the Series 2024 Bonds) is also hereby
authorized and approved. The Designated Officers are (or any of them is) hereby authorized to
execute the Bond Purchase Agreement and the Official Statement, their (his or her) execution to
constitute full and complete approval of all necessary or appropriate completions and revisions as
shall appear therein. Upon the sale of the Series 2024 Bonds, the Designated Officers so acting
shall prepare the Bond Order, such document to be in substantially the form as set forth as
Exhibit A attached hereto, which shall include the pertinent details of sale as provided herein, and
which shall enumerate the levy of taxes to pay the Series 2024Bonds, and such shall in due course
be entered into the records of the City and made available to the Corporate Authorities. The
authority to sell the Series 2024 Bonds pursuant to the Bond Order as herein provided shall expire
on December 31,2024.
Section I4. Continutng Disclosure Undertaking. The Mayor or any of the Designated
Officers is hereby authorized, empowered, and directed to execute and deliver the Continuing
Disclosure Undertaking in substantially the same form as now before the City as Exhibit B to this
Ordinance, or with such changes therein as the officer executing the Continuing Disclosure
Undertaking on behalf of the City shall approve, his or her execution thereof to constitute
conclusive evidence of his or her approval of such changes. When the Continuing Disclosure
Undertaking is executed and delivered on behalf of the City as herein provided, the Continuing
Disclosure Undertaking will be binding on the City and the officers, employees, and agents of the
-27-
City, and the officers, employees, and agents of the City are hereby authorized, empowered, and
directed to do all such acts and things and to execute all such documents as may be necessary to
carry out and comply with the provisions of the Continuing Disclosure Undertaking as executed.
Notwithstanding any other provision of this Ordinance, the sole remedies for failure to comply
with the Continuing Disclosure Undertaking shall be the ability of the beneficial owner of any
Series 2024 Bond to seek mandamus or specific performance by court order, to cause the City to
comply with its obligations under the Continuing Disclosure Undertaking.
Section i,5. Creation of Funds and Appropriations. A. There is hereby created the
"Series 2024 Bonds Debt Service Account " (the "Bond Fund"), which shall be the fund for the
payment of principal of and interest on the Series 2024Bonds. Accrued interest, if any, received
upon delivery of the Series 2024 Bonds shall be deposited into the Bond Fund and be applied to
pay first interest coming due on the Series 2024 Bonds.
B. The Ad Valorem Property Taxes for the Series 2024 Bonds shall either be deposited
into the Bond Fund and used solely and only for paying the principal of and interest on the Series
2024Bonds or be used to reimburse a fund or account from which advances to the Bond Fund may
have been made to pay principal of or interest on the Series 2024 Bonds prior to receipt of Ad
Valorem Property Taxes. Interest income or investment profit earned in the Bond Fund shall be
retained in said Bond Fund for payment of the principal of or interest on the Series 2024 Bonds on
the interest payment date next after such interest or profit is received or, to the extent lawful and
as determined by the Corporate Authorities, transferred to such other fund as may be determined.
The City hereby pledges, as equal and ratable security for the Series 2024 Bonds, all present and
future proceeds of the Ad Valorem Property Taxes for the sole benefit of the registered owners of
the Series 2024 Bonds, subject to the reserved right of the Corporate Authorities to transfer certain
-28-
interest income or investment profit earned in the Bond Fund to other funds of the City, as
described in the preceding sentence.
C. The amount necessary from the proceeds of the Series 2024 Bonds shall be used to
pay costs of issuance of the Series 2024 Bonds and shall be deposited into a separate fund, hereby
created, designated the "Series 2024 Expense Fund. " Any disbursements from said fund shall be
made from time to time as necessary. Any excess in the Series 2024 Expense Fund Shall be
deposited into the Capital Improvement Project Fund hereinabove created after six months from
the date of issuance of the Series 2024Bonds.
D. The remaining proceeds ofthe Series 2024Bonds shall be set aside in a separate fund,
hereby created, and designated as the "Series 2024 Capitol Improvement Project Fund" (the
"Capital Improvement Project Fund"), and be used to pay costs of the Capital Improvement
Project, including costs of issuance of the Series 2024 Bonds which for any reason are not paid
from the Series Expense Fund.
E. Alternatively, the Treasurer of the City may allocate proceeds of the Series 2024
Bonds otherwise designated for the Bond Fund, the Expense Fund or the Capital Improvement
Project Fund to one or more related funds of the City already in existence; provided, however,that
this shall not relieve the City officers of the duty to account for the proceeds as herein provided.
F. The Corporate Authorities reserve the right, as it becomes necessary from time to
time, to revise the Capital Improvement Project, to change priorities, to revise cost allocations
between projects and to substitute projects, in order to meet current needs of the City; subject,
however, to the various covenants set forth in this Ordinance and in related certificates given in
connection with delivery of the Series 2024 Bonds and also subject to the obtaining of the opinion
of Bond Counsel or of some other attomey or firm of attomeys whose opinions are generally
acceptable to the purchasers in the national marketplace of govemmental tax-exempt obligations
-29-
("Other Bond Counsel") that such changes or substitutions are proper under the Act and do not
adversely affect the tax-exempt status of the Series 2024 Bonds.
Section 16. Non-Arbitrage and Tax-Exemption. 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
Series 2024 Bonds) if taking, permitting, or omitting to take such action would cause any of the
Series 2024 Bonds to be an arbitrage bond or a private activity bond within the meaning of the
Intemal Revenue Code of 1986, as amended, or would otherwise cause the interest on the Series
2024 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 Intemal Revenue
Service of the exemption from federal income taxation for interest paid on the Series 2024 Bonds,
under present rules, the City may be treated as a "taxpayer" in such examination and agrees that it
will respond in a commercially reasonable manner to any inquiries from the Internal Revenue
Service in connection with such an examination. In furtherance of the foregoing provisions, but
without limiting their generality, the City 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 comply with all representations, covenants, and assurances contained in
certificates or agreements as may be prepared by Bond Counsel; (c) to consult with such Bond
Counsel and to comply with such advice as may be given; (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 its officers, to employ and pay fiscal agents, financial advisors, attomeys, and other
persons to assist the City in such compliance.
Section 17. Reimbursement. With respect to expenditures for the Capital Improvement
Project paid within the 60-day period ending on this date and with respect to which no declaration
-30-
of intent was previously made, the City hereby declares its intent to reimburse such expenditures
and hereby allocates proceeds of the Series 2024 Bonds in the amount indicated in the Tax
Exemption Certificate and Agreement to be delivered in connection with the issuance of the Series
2024 Bonds to reimburse said expenditures.
Section 18. Municipal Bond Insurance. In the event the payment of principal of and
interest on the Series 2024 Bonds is insured pursuant to a municipal bond insurance policy (a
"Municipal Bond Insurance Policy ") issued by a bond insurer (a "Bond Insurer"), and as long as
such Municipal Bond Insurance Policy shall be in full force and effect, the City and the Bond
Registrar agree to comply with such usual and reasonable provisions regarding presentment and
payment of such Series 2024Bonds, subrogation of the rights of the Series 2024Bondholders to
the Bond Insurer when holding such Series 2024 Bonds, amendment hereof, or other terms, as
approved by any of the City officers on advice of counsel, his or her approval to constitute full and
complete acceptance by the City of such terms and provisions under authority of this Section.
Section 19. Rights and Duties of Bond Registrar. lf requested by the Bond Registrar, any
officer of the City is authorized to execute a mutually agreeable form of agreement between the
City and the Bond Registrar with respect to the obligations and duties of the Bond Registrar under
this Ordinance. In addition to the terms of such agreement and subject to modification thereby,
the Bond Registrar by acceptance of duties under this Ordinance agrees (a) to act as bond registrar,
paying agent, authenticating agent, and transfer agent as provided herein; (b) to maintain a list of
Series 2024 Bondholders as set forth herein and to furnish such list to the City upon request, but
otherwise to keep such list confidential to the extent permitted by law; (c) to cancel and/or destroy
Series 2024 Bonds which have been paid at maturity or submitted for exchange or transfer; (d) to
furnish the City at least annually a certificate with respect to Series 2024 Bonds cancelled and/or
destroyed; and (e) to furnish the City at least annually an audit confirmation of Series 2024 Bonds
-31-
paid, Bonds outstanding, and payments made with respect to interest on the Series 2024 Bonds.
The City covenants with respect to the Bond Registrar, and the Bond Registrar further covenants
and agrees as follows:
(A) The City shall at all times retain a Bond Registrar with respect to the Series
2024 Bonds; it will maintain at the designated office(s) of such Bond Registrar a place or
places where Series 2024 Bonds may be presented for payment, registration, transfer, or
exchange; and it will require that the Bond Registrar properly maintain the Bond Register
and perform the other duties and obligations imposed upon it by this Ordinance in a manner
consistent with the standards, customs and practices of the municipal securities industry.
(B) The Bond Registrar shall signiff its acceptance of the duties and obligations
imposed upon it by this Ordinance by executing the certificate of authentication on any
Bond, and by such execution the Bond Registrar shall be deemed to have certified to the
City that it has all requisite power to accept and has accepted such duties and obligations
not only with respect to the Series 2024 Bond so authenticated but with respect to all the
Series 2024 Bonds. Any Bond Registrar shall be the agent of the City and shall not be
liable in connection with the performance of its duties except for its own negligence or
willful wrongdoing. Any Bond Registrar shall, however, be responsible for any
representation in its certificate of authentication on Series 2024 Bonds.
(C) The City may remove the Bond Registrar at any time. In case at any time the
Bond Registrar shall resign, shall be removed, shall become incapable of acting, or shall
be adjudicated a bankrupt or insolvent, or if a receiver, liquidator, or conseryator of the
Bond Registrar or of the property thereof shall be appointed, or if any public officer shall
take charge or control of the Bond Registrar or of the property or affairs thereof, the City
covenants and agrees that it will thereupon appoint a successor Bond Registrar. The City
-)z-
shall give notice of any such appointment made by it to each registered owner of any Bond
within twenty days after such appointment in any reasonable manner as the City shall
select. Any Bond Registrar appointed under the provisions of this Section shall be a bank,
trust company, or national banking association, and having capital and surplus and
undivided profits in excess of $50,000,000. The City Clerk of the City is hereby directed
to file a certified copy of this Ordinance with the Bond Registrar.
Section 20. Defeasance. Any Series 2024Bond or Series 2024Bonds (a) which are paid
and cancelled; (b) which have matured and for which sufficient sums been deposited with the Bond
Registrar to pay all principal and interest due thereon; or (c) (i) for which sufficient funds and
Defeasance Obligations have been deposited with the Bond Registrar or similar institution to pay,
taking into account investment eamings on such obligations, all principal of and interest on such
Series 2024 Bond or Series 2024 Bonds when due at maturity, pursuant to an irrevocable escrow
or trust agreement, (ii) accompanied by an opinion of Bond Counsel or Other Bond Counsel as to
compliance with the covenants with respect to such Series 2024 Bonds, and (iii) accompanied by
an express declaration of defeasance by the Corporate Authorities; shall cease to have any lien on
or right to receive or be paid from Bond Moneys or the Bond Fund hereunder and shall no longer
have the benefits of any covenant for the registered owners of outstanding Series 2024 Bonds as
set forth herein as such relates to lien and security of the outstanding Series 2024 Bonds. All
covenants relative to the tax-exempt status of the Series 2024 Bonds; and payment, registration,
transfer, and exchange; are expressly continued for all affected Series 2024 Bonds whether
outstanding Series 2024 Bonds or not. For purposes of this Section, "Defeasance Obligations"
means (a) noncallable, non-redeemable, direct and general full faith and credit obligations of the
United States Treasury ("Directs "), (b) certificates of participation or trust receipts in trusts
-JJ-
comprised wholly of Directs or (c) other noncallable, non-redeemable, obligations unconditionally
guaranteed as to timely payment to maturity by the United States Treasury.
Section 21. Record-Keeping Policy and Post-Issuance Compliance Matters. On the 8th
day of October, 2012, the Corporate Authorities adopted a record-keeping policy (the "Policy")
in order to maintain sufficient records to demonstrate compliance with its covenants and
expectations to ensure the appropriate federal tax status for the debt obligations of the City, the
interest on which is excludable from "gross income" for federal income tax purposes or which
enable the City or the holder to receive federal tax benefits, including, but not limited to, qualified
tax credit bonds and other specified tax credit bonds. The Corporate Authorities and the City
hereby reaffirm the Policy.
Section 22. Publication of Ordinance. A full, true, and complete copy of this Ordinance
shall be published within ten days after passage in pamphlet form by authority of the Corporate
Authorities.
Section 23. Severability. If any section, paragraph, clause, or provision of this Ordinance
shall be held invalid, the invalidity of such section, paragraph, clause, or provision shall not affect
any of the other provisions of this Ordinance.
[RevarNoeR oF IAGE TNTENTToNALLv LEFT BLANK]
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Section 24. Superseder and Effective Date. All ordinances, resolutions, and orders, or
parts thereof, in conflict with this Ordinance, are to the extent of such conflict hereby superseded;
and this Ordinance shall be in full force and effect immediately upon its passage, approval and
publication.
Aooprep: This 28th day of May,2024.
AyES: B.rrsr Ger=carisr tbrisr Niqnsra
Nays , reid
AeseNr:
WtrNess AND APPRoveo: May 28,2024
Mayor, City of Evanston
Cook County, Illinois
Published in pamphlet form by authority of the Corporate Authorities on prc.) 2[,
City of Ev
2024
Arresr
City
Cook County, Illinois
-35-
ExHrur A
Srare op Ir-r-rNots
CouNry or Coor
Boxo Onnpn
IN ConxrcrroN wrrH rup IssunNCE oF
S_ GexBRll OnuclnoN Conponlrn PuRposn Bonos, SnruBs 2024
To:City Council
City of Evanston, Cook County,Illinois
County Clerk of The County of Cook,Illinois
GRppnNcs:
We are pleased to advise you as follows:
A. Sale. Please be advised that the City Council (the "Corporate Authorities") of the
City of Evanston, Cook County, Illinois (lhe "City"), has heretofore adopted on the 28th day of
May,2024, a bond ordinance entitled:
AN OnomANCE providing for the issuance of not to exceed
$35,500,000 General Obligation Corporate Purpose Bonds, Series
2024, of the City of Evanston, Cook County, Illinois, to finance
capital improvements, authorizing the execution of a bond order in
connection therewith, providing for the levy and collection of a
direct annual tax for the payment of the principal of and interest on
said bonds, and authoizing and directing the sale of said bonds at
public competitive sale.
(the "Bond Ordinance "), which authorizes the issuance of General Obligation Corporate Purpose
Bonds, Series 2024, of the City (the "Bonds") for the purpose of providing for various capital
improvements at various locations throughout the City, including (i) reimbursing the City for its
prior expenditures on certain capital projects detailed in Resolution 4-R-22 adopted by the
Corporate Authorities on January 10,2022, (ii) reimbursing the City for its prior expenditures on
certain capital projects detailed in Resolution l9-R-23 adopted by the Corporate Authorities on
SS
)
)
)
March 27,2023, (iii) financing certain capital projects detailed for the year 2024 in the City's
Capital Improvement Plan, as adopted and amended from time to time by the Corporate Authorities
and (iv) paying costs related to the issuance of the Bonds. Terms used but not defined herein shall
have the same meanings as terms defined in the Bond Ordinance.
l. Responsive to authority contained in the Bond Ordinance, the undersigned
Designated Officers have sold the Bonds in the aggregate principal amount of $_ to
the purchaser thereof, namely,(the "Purchaser"), pursuant to an
Official Notice of Sale and an official Bid Form between the City and the Purchaser after
a public competitive sale of the Bonds, held on the date hereof (the "Bond Purchase
Agreement "), at a pri ce of$(representing par, plus original issue premium
in the amount of $and less a purchaser's discount of$ )
2. The price to be paid to the City for the Bonds is not less than 96.0% of the
aggregate par amount of the Bonds.
B. FINotlcs
The following further conditions have also been met:
l. We have received the required certificates and reports of the Financial
Advisors supporting our statements herein.
2. The Bonds do not exceed the maximum authorized amount of $35,500,000.
4. No interest rate on the Bonds exceeds 6.0Yo per annum.
5. The final maturity date of the Bonds does not extend past December l, 2044.
6. The sum of the principal of and interest on the Bonds due (or subject to
mandatory redemption) in any given annual period from December 2 to the following
December | (a " Bond Year") does not exceed S3,000,000.
7. The terms of the Bonds are fair and reasonable in light of current conditions
in the market for tax-exempt obligations such as the Bonds.
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C. No CoNrlrcrs
No person responsible forthe sale of any Series of the Bonds (being the Mayor, City Clerk,
City Manager, Deputy City Manager, City Treasurer/Chief Financial Officer and Corporation
Counsel) and holding any office of the City, either by election or appointment, is in any manner
financially interested, either directly, in his or her own narne, or indirectly, in the name of any
other person, association, trust or corporation, in the Bond Purchase Agreement.
D. Tpnvs oF THE BONos
The Bonds shall be designated "General Obligation Corporate Purpose Bonds,
Series 2024." Pursuant to the terms of the Bond Purchase Agreement, the Bonds shall be issued
in the amount of $shall be dated as of the date of delivery thereof; and shall have the
further terms as is set forth in Exhibit lattached hereto and incorporated herein by reference.
E. Texes
Section I I of the Bond Ordinance provides for direct annual taxes sufficient to pay the
principal of and interest on the Bonds promptly when and as the same falls due at maturity or as
subject to mandatory redemption. Please be further advised that the Bonds were sold on terms
resulting in a final schedule of taxes levied and to be extended as set forth in Exhibit II attached
hereto and incorporated herein by reference.
F. Borlo INsuRaNcE
The Purchaser has not requested and no Bond Insurance has been procured as ofthe date
hereof for the payment of principal of and interest on the Bonds.
G. Deposrrs rNTo FUNDS
At the time of execution of this Bond Order, the proceeds of the Bonds are expected to be
used substantially as follows:
A-3
(l) Par Amount
(2) Reoffering Premium (+)
(3) Purchaser's Discount (-)
(4) Purchase Price (:)
(5) Total Received by City (=)
Allocated or spent as follows
(a)Costs of Issuance to be paid directly or to Series 2024
Expense Fund
(b) Deposit to Capital Improvement Project Fund
Contingency (for costs of issuance, or, if not needed, to Bond
Fund)
(d) Deposit to Bond Fund
(e) Total (:)
$00
($)
(c)
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H. RecoRos
Finally, please be advised that this Bond Order shall be entered into the records of the City
and made available to all members of the Corporate Authorities at a public meeting thereof held
after the date hereof.
[nrrraarNonR oF IAGE INTENTToNALLv LEFT BLANK]
A-5
Respectfully submitted as of this _ day of June, 2024.
Mayor
City Treasurer/Chief Financial Offi cer
Acxxowr.EDGMENT oF FIUNG
Filed in the office of the City Clerk of the City of Evanston, Cook County, Illinois, this
_ day ofJune, 2024.
City Clerk
City of Evanston
Cook County, Illinois
[srcNarunE PAGE To BoND Onoen]
A-6
EXHIBITS:
EXHIBIT DESCRIBES
I Terms of the Bonds
I Taxes to be levied for the Bonds
A-7
ExHrslr
II
Exururs:
DpscRrses
Terms of the Bonds
Taxes to be levied for the Bonds
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I
ExHrarr I
TTNTTIS OF THE BONOS
The Bonds are due serially on December I of the years and in the amounts and bear interest
at the rates percent per annum as follows:
Yeen AvouNr ($) RerE (%)
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
2043
2044
Each of the Bonds bears interest from the later of the dated date as stated above or from the most
recent interest payment date to which interest has been paid or duly provided for, until the principal
amount of such Bond, respectively, is paid or duly provided for, such interest (computed upon the
basis of a 360-day year of twelve 30-day months) being payable on June I and December I of each
year, commencing on December 1,2024.
BoNp ReoevprroN
Optional Redemption The Bonds maturing on orafter December 1,2034, are subject to
redemption at the option of the City, in whole or in part, in any order of maturity and if in part, in
principal amounts that are integral multiples of $5,000 and as applicable to any mandatory
redemption requirement as the City may determine, on any date on or after December 1,2033, at
a price equal to par plus accrued interest to the date fixed for redemption.
A-8
YeeR
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
2043
Exr-usrr II
Tnx LBvv
A Tax SurprcreNr ro PRooucE THE Dor-leR ($) ArvrouNr
$ for interest up to and including
December 1,2025
for interest and principal
for interest and principal
for interest and principal
for interest and principal
for interest and principal
for interest and principal
for interest and principal
for interest and principal
for interest and principal
for interest and principal
for interest and principal
for interest and principal
for interest and principal
for interest and principal
for interest and principal
for interest and principal
for interest and principal
for interest and principal
for interest and principal
A-9
Srerg or IluNors
CouNry or Coorc
Nonrrc,rrroN oF BoNo TBRrrls nNu
DrnBcrron ron CollncrroN on Tnxss$_ Gennnnl. Onuc.rrroru ConponarB PuRpose BoNos, SBnlBs 2024
To: THe Coutry Clnm on THp CouNry or Coor<,lLLrNors: GRreuNcs.
Please take note of the advice and terms on the attached Bond Order (the "Bond Order"),
dated as of the day of June,2024, for the aggregate principal amount of $_ General
Obligation Corporate Purpose Bonds, Series 2024, of the City of Evanston, Cook County,Illinois
(the "City"), which Bond Order has been executed by the Designated Officers. Terms used herein
are by reference to the Bond Order.
You eRp AccoRolNct-v OnopRED AND DnrcrEn to collect taxes, levied in the bond
ordinance authorizing the issuance of the Bonds, as enumerated in the Bond Order.
[nrvenorR oF IAGE TNTENIoNALLv LEFT BLANK]
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2024
IN WtrNrss WHeReop we hereunto affix our official signatures as of this _ day of June,
Mayor
City of Evanston
Cook County,Illinois
City Clerk
City of Evanston
Cook County, Illinois
[srcNerune eAGE To NorrrcerroN oF BoNo TERvs aNo
DrREcrroN roR Cor-lpcroN or TaxEs]
A-11
Srere or IllrNors
Couury op Coor
Frlrxc CtRrlptcnrB
$_GnxeRll OslrcnfloN CoRpoRlrr PuRpose Boxos, SrcnrBs 2024
I, the undersigned, do hereby certify that I am the duly elected, qualified and acting County
Clerk of The County of Cook, Illinois (the "County"), and as such officer I do further ceniff that
on the _ day of _, 2024, there was filed in my office as County Clerk a BoNo OnosR tN
coNNECTToN wrrH THE ISSUANCE oF $_ Gexenel OsLrcerroN ConponerE PuRposE
BoNos, Snntes 2024, of the City of Evanston, Cook County, Illinois (the "City"), which Bond
Order has been executed by at least two of the Mayor, City Clerk, City Treasurer/Chief Financial
Officer, Deputy City Manager and City Manager (at least one of whom is an elected official), has
been dated as of the _ day of June,2024, and is accompanied by a NolnceloN oF BoNo
Tpnvs aNo DrRecroN FoR Cor-lpcuoN op Taxps, signed by said officers of said City, each as
attached hereto, and that said Bond Order and said Notification of Bond Terms and Direction for
Collection of Taxes have each been placed on file in and do appear in the records of my office;
and that, further, said taxes levied for the payment of said City's General Obligation Corporate
Purpose Bonds, Series 2024, will be extended for collection as provided in said Bond Order.
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A-12
IN WIrNess Wupneop I hereunto affix my official signature and the seal of The County of
Cook, Illinois, this _ day of 2024
County Clerk of
The County of Cook,Illinois
ISrnr]
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SrarE op Ir-lrNots
CouNry or Coor
AvarlanrurY oF Boxn Onopn
$_ GnxBRar- OsLrcnrrox Conponare PuRposn Boxns, SBnlrcs 2024
I, the undersigned, do hereby certiff that I am the duly qualified and acting City Clerk of
the City of Evanston, Cook County,lllinois (the "City"), and as such offlrcial I assist in the keeping
of the official books, records, minutes and files of the City and of the City Council thereof (the
" C orporate Aut horit ie s ").
I do further certiff that I will make available to all members of the Corporate Authorities
at the next regular meeting of the Corporate Authorities, a Bond Order for $_ General
Obligation Corporate Purpose Bonds, Series 2024, a true, correct and complete copy of which is
attached hereto.
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A-14
IN WIrNess WueReop I hereunto affix my official signature, this _ day of June,2024.
City Clerk
City of Evanston,
Cook County, Illinois
[srcNerunr IAGE To AverLasLrry oF BoNp Onorn]
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ExHrsrr B
CoxrlxulNc Drscr.osuRn UNnnRTAKTNG
FoR THE Punpose op Pnovrorr,rc
Coxtlxurxc Drscr-osune IxnonMATroN
UNDER SBcrroN (bxs) or Rule l5c2-12
This Continuing Disclosure Undertaking (this "Agreement") is executed and delivered by
the City of Evanston, Cook County, Illinois (the "City"), in connection with the issuance of
$General Obligation Corporate Purpose Bonds, Series 2024 (the "Bonds"). The
Bonds are being issued pursuant to an ordinance adopted by the City Council of the City on the
28th day of May, 2024 (as supplemented by the Bond Order authorized therein and executed in
connection with the sale of the Bonds, the "Ordinance").
In consideration of the issuance of the Bonds by the City and the purchase of such Bonds
by the beneficial owners thereof, the City covenants and agrees as follows:
1. Punpose oF THIS AcRervrNr. This Agreement is executed and delivered by the City
as of the date set forth below, for the benefit of the beneficial owners of the Bonds and in order to
assist the Participating Underwriters in complying with the requirements of the Rule (as defined
below). The City represents that it will be the only obligated person with respect to the Bonds at
the time the Bonds are delivered to the Participating Underwriters and that no other person is
expected to become so committed at any time after issuance of the Bonds.
2. DertNtrtoNs. The terms set forth below shall have the following meanings in this
Agreement, unless the context clearly otherwise requires.
"Annual Financial Information " means financial information and operating data of the
type contained in the Official Statement under the following captions:
"DEBT INFORMATION" (excluding "Overlapping Debt");
"PROPERTY AND TAX INFORMATION"; and
"FINANCIAL INFORMATION" (tables only).
Annual Financial Information Disclosure means the dissemination of disclosure
concerning Annual Financial Information and the dissemination of the Audited Financial
Statements as set forth in Section 4.
Audited Financial Statemenls means the audited financial statements of the City prepared
pursuant to the principles and as described in Exhibit I.
Commission means the Securities and Exchange Commission.
Dissemination Agent means any agent designated as such in writing by the City and which
has filed with the City a written acceptance of such designation, and such agent's successors and
assigns.
EMMA means the MSRB through its Electronic Municipal Market Access system for
municipal securities disclosure or through any other electronic format or system prescribed by the
MSRB for purposes of the Rule.
Exchange Act means the Securities Exchange Act of 1934, as amended.
Financial Obligation means a (a) debt obligation; (b) derivative instrument entered into in
connection with, or pledged as security or a source of payment for, an existing or planned debt
obligation; or (c) guarantee of a debt obligation or any such derivative instrument; provided that
"financial obligation" shall not include municipal securities as to which a final official statement
(as defined in the Rule) has been provided to the MSRB consistent with the Rule.
MSRB means the Municipal Securities Rulemaking Board.
Official Statement means the Final Official Statement, dated June _, 2024, and relating
to the Bonds.
Participating Underwriter means each broker, dealer or municipal securities dealer acting
as an underwriter in the primary offering of the Bonds.
Reportable Event means the occurrence of any of the Events with respect to the Bonds set
forth in Exhibft II.
Reportable Events Disclosure means dissemination of a notice of a Reportable Event as set
forth in Section 5.
Rule means Rule I 5c2-12 adopted by the Commission underthe Exchange Act, as the same
may be amended from time to time.
Stote means the State of Illinois
Undertaking means the obligations of the City pursuant to Sections 4 and 5.
3. CUSIP Nutusens. The CUSIP Numbers of the Bonds are set forth in Exhibit III. All
filings required under this Agreement will be filed on EMMA under these CUSIP Numbers. If the
Bonds are refunded after the date hereof, the City w'ill also make all filings required under this
Agreement under any new CUSIP Numbers assigned to the Bonds as a result of such refunding,
to the extent the City remains legally liable for the payment of such Bonds; provided, however,
that the City will not be required to make such filings under new CUSIP Numbers unless the City
has been notified in writing by the Participating Underwriter or the City's financial advisor that
new CUSIP Numbers have been assigned to the Bonds. The City will not make any filings
pursuant to this Agreement under new CUSIP Numbers assigned to any of the Bonds after the date
B-2
hereof for any reason other than a refunding, as described in the previous sentence, including, but
not limited to, new CUSIP Numbers assigned to the Bonds as a result of a holder of the Bonds
obtaining a bond insurance policy or other credit enhancement with respect to some or all of the
outstanding Bonds in the secondary market.
4. FrNeNcrel INroRvRtroN DISCLoSURE. Subject to Section 8 of this Agreement, the
City hereby covenants that it will disseminate its Financial Information at least annually to EMMA
in such manner and format and accompanied by identiffing information as is prescribed by the
MSRB or the Commission at the time of delivery of such information. MSRB Rule G-32 requires
all EMMA filings to be in word-searchable PDF format. This requirement extends to all
documents to be filed with EMMA, including financial statements and other extemally prepared
reports.
5. RrpoRreslE EvENTS DIscr.osuRr. Subject to Section 8 of this Agreement, the City
hereby covenants that it will disseminate in a timely manner (not in excess of ten business days
after the occurrence of the Reportable Event) Reportable Events Disclosure to EMMA in such
manner and format and accompanied by identiffing information as is prescribed by the MSRB or
the Commission at the time of delivery of such information. MSRB Rule G-32 requires all EMMA
filings to be in word-searchable PDF format. This requirement extends to all documents required
to be filed with EMMA, including financial statements and other extemally prepared reports.
Notwithstanding the foregoing, notice of optional or unscheduled redemption of any Bonds or
defeasance of any Bonds need not be given under this Agreement any earlier than the notice (if
any) of such redemption or defeasance is given to the Bondholders pursuant to the Ordinance.
6. CoNseeueNCES oF Fenunr oF THE Crrv ro PRovroe INpoRvRnoN. The City shall
give notice in a timely manner to EMMA of any failure to provide Annual Financial Information
Disclosure when the same is due hereunder.
In the event of a failure of the City to comply with any provision of this Agreement, the
beneficial owner of any Bond may seek mandamus or specific performance by court order, to
cause the City to comply with its obligations under this Agreement. A default under this
Agreement shall not be deemed a default under the Ordinance, and the sole remedy under this
Agreement in the event of any failure of the City to comply with this Agreement shall be an action
to compel performance.
7. AueNoveNrs; Wervnn. Notwithstanding any other provision of this Agreement, the
City by ordinance or resolution authorizing such amendment or waiver, may amend this
Agreement, and any provision of this Agreement may be waived, if:
(a) (i) The amendment or waiver is made in connection with a change in
circumstances that arises from a change in legal requirements, including without limitation,
pursuant to a "no-action" letter issued by the Commission, a change in law, or a change in
the identity, nature, or status of the City, or type of business conducted; or
(ii) This Agreement, as amended, or the provision, as waived, would have
complied with the requirements of the Rule at the time of the primary offering, after
B-3
taking into account any amendments or interpretations of the Rule, as well as any
change in circumstances; and
(b) The amendment or waiver does not materially impair the interests of the
beneficial owners of the Bonds, as determined by parties unaffiliated with the City (such
as Bond Counsel).
In the event that the Commission or the MSRB or other regulatory authority shall approve
or require Annual Financial Information Disclosure or Reportable Events Disclosure to be made
to a central post office, govemmental agency or similar entity other than EMMA or in lieu of
EMMA, the City shall, if required, make such dissemination to such central post office,
govemmental agency or similar entity without the necessity of amending this Agreement.
8. TBRuNertoN oF UNosRrartNc. The Undertaking of the City shall be terminated
hereunder if the City shall no longer have any legal liability for any obligation on or relating to
repayment of the Bonds under the Ordinance.
9. FuruRr CHaNces ro rHE Rut-E. As set forth in Section I of this Agreement, the City
has executed and delivered this Agreement solely and only to assist the Participating Underwriters
in complying with the requirements of the Rule. Therefore, notwithstanding anything in this
Agreement to the contrary, in the event the Commission, the MSRB or other regulatory authority
shall approve or require changes to the requirements of the Rule, the City shall be permitted, but
shall not be required, to unilaterally modiff the covenants in this Agreement, without complying
with the requirements of Section 7 of this Agreement, in order to comply with, or conform to, such
changes. In the event of any such modification of this Agreement, the City shall file a copy of this
Agreement, as revised, on EMMA in a timely manner.
10. DIssevtNanoN AGENT. The City may, from time to time, appoint or engage a
Dissemination Agent to assist it in carrying out its obligations under this Agreement, and may
discharge any such Dissemination Agent, with or without appointing a successor Dissemination
Agent.
I l. AootrtoNet- INFoRMATIoN. Nothing in this Agreement shall be deemed to prevent
the City from disseminating any other information, using the means of dissemination set forth in
this Agreement or any other means of communication, or including any other information in any
Annual Financial Information Disclosure or notice of occurrence of a Reportable Event, in addition
to that which is required by this Agreement. If the City chooses to include any information from
any document or notice of occurrence of a Reportable Event in addition to that which is specifically
required by this Agreement, the City shall have no obligation under this Agreement to update such
information orinclude it in any future disclosure ornotice of occurrence of aReportable Event.
12. BeNgrlclerueS. This Agreement has been executed in order to assist the Participating
Underwriters in complying with the Rule;however, this Agreement shall inure solely to the benefit
of the City, the Dissemination Agent, if any, and the beneficial owners of the Bonds, and shall
create no rights in any other person or entity.
B-4
13. ReconoreEPING. The City shall maintain records of all Annual Financial
Information Disclosure and Reportable Events Disclosure, including the content of such
disclosure, the names of the entities with whom such disclosure was filed and the date of filing
such disclosure.
14. AsslcNveNr. The City shall not transfer its obligations under the Ordinance unless
the transferee agrees to assume all obligations of the City underthis Agreement orto execute an
Undertaking under the Rule.
15. GovrRNtNG LAw. This Agreement shall be governed by the laws of the State.
Clry op EvaNstoN, Coot< CoLrNry,
I-r-rNors
By
Mayor
Date: July _,2024
B-5
ExHrerr I
ANNUAL Fltuxcllt- IxroRnrarroN AND Tlwunc nxo Auottpo
Frxnxcrnl SrarErunxts
All or a portion of the Annual Financial Information and the Audited Financial Statements
as set forth below may be included by reference to other documents which have been submitted to
EMMA or filed with the Commission. If the information included by reference is contained in a
Final Official Statement, the Final Official Statement must be available on EMMA; the Final
Official Statement need not be available from the Commission. The City shall clearly identify
each such item of information included by reference.
Annual Financial Information exclusive of Audited Financial Statements will be submitted
to EMMA by 270days after the last day of the City's fiscal year (currently December3l),
beginning with the fiscal year ending December 31,2022. Audited Financial Statements as
described below should be filed at the same time as the Annual Financial Information. If Audited
Financial Statements are not available when the Annual Financial Information is filed, Audited
Financial Statements will be submitted to EMMA within 30 days after availability to the City.
Audited Financial Statements will be prepared in accordance with accounting principles
generally accepted in the United States of America.
If any change is made to the Annual Financial Information as permitted by Section 4 of the
Agreement, the City will disseminate a notice of such change as required by Section 4.
B-6
ExHrsrr I
I
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J
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5
6
Exurur II
Evexrs wrrH Rnspncr ro rHE BoNos
roR Wurcu RBpoRrneLr EvnNrs Dlsclosunp Is Requlneo
Principal and interest payment delinquencies
Non-payment related defaults, if material
Unscheduled draws on debt service reserves reflecting financial difficulties
Unscheduled draws on credit enhancements reflecting financial difficulties
Substitution of credit or liquidity providers, or their failure to perform
Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final
determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other
material notices or determinations with respect to the tax status of the security, or other
material events affecting the tax status of the security
Modifications to the rights of security holders, if material
Bond calls, if material, and tender offers
Defeasances
Release, substitution or sale of property securing repayment of the securities, if material
Rating changes
Bankruptcy, insolvency, receivership or similar event of the City'
The consummation of a merger, consolidation, or acquisition involving the City or the sale
of all or substantially all of the assets of the City, other than in the ordinary course of
business, the entry into a definitive agreement to undertake such an action or the
termination of a,definitive agreement relating to any such actions, other than pursuant to
its terms, if material
Appointment of a successor or additional trustee or the change of name of a trustee, if
material
(a) Incurrence of a Financial Obligation of the City, if material, or (b) an agreement to
covenants, events of default, remedies, priority rights, or other similar terms of a Financial
Obligation of the City, any of which affect security holders, if material.
Default, event of acceleration, termination event, modification of terms, or other similar
events under the terms of a Financial Obligation of the City, any of which reflect financial
difficulties.
This event is considered to occur when any of the following occur: the appointment of a receiver, fiscal
agent or similar officer for the City in a proceeding under the U.S. Bankruptcy Code or in any other
proceeding under state or federal law in which a courl or governmental authority has assumed jurisdiction
over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving
the existing governing body and officials or officers in possession but subject to the supervision and orders
of a court or governmental authority, or the entry ofan order confirming a plan ofreorganization, arrangement
or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all
of the assets or business of the City.
B-7
EXHIaIT II
7.
8.
9.
10.
ll.
12.
13.
t4
15.
16.
YEaR or'
MeruRrrv
Exurur III
CUSIP NuMsnns
B-8
ExHIsrr III
CUSIP
NuveeR
(2ee228)
2025
2026
2021
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
2043
2044
STATE OF ILLINOIS
COUNTY OF COOK
FILING CERTIFICATE
I, the undersigned, do hereby certiff that I am the duly qualified and acting
County Clerk of the County of Cook, Illinois, and as such offrcial I do further certifu that on
71912024 there was filed in my office a duly certified copy of the following Document:
Ordinance/Resolution : 46-0 -24
AN ORDINANCE providing for the issuance of not to exceed S35,500,000
General Obligation Corporate Purpose Bonds, Series 2024, of the City of
Evanston, Cook County, Illinois, to finance capital improvements, authorizing
the execution of a bond order in connection therewith, providing for the levy
and collection of a direct annual tax for the payment of the principal of and
interest on said bonds, and authorizing and directing the sale of said bonds at
public competitive sale.
duly adopted by 03-0380-000 : CITY OF EVANSTON, Cook County, Illinois, on 5128/2024
and that the same has been deposited in the official files and records of my office.
IN WITNESS WHEREOF,I hereunto affix my officialsignature and the seal
of said County, this date 71912024.
er/^- \&,L
County Clerk of the County of Cook, Illinois
Srere or IllrNors
CouNry or Coox
CBRrlrrcnrE oF PunucanoN rN Parvrpslrr Fonrvr
I, the undersigned, do hereby certiff that I am the duly qualified and acting City Clerk of
the City of Evanston, Cook County,lllinois (the "City"), and as such official I assist in the keeping
of the official journal of proceedings, books, records, minutes, and files of the City and of the City
Council (the "Corporate Authorities") of the City.
I do further certiff that on the 28th day of May,2024, there was published in pamphlet
form, by authority of the City Council, a true, correct, and complete copy of Ordinance
Number 46-0-24 of the City entitled:
AN OnoINANCE providing for the issuance of not to exceed
$35,500,000 General Obligation Corporate Purpose Bonds, Series
2024, of the City of Evanston, Cook County, Illinois, to finance
capital improvements, authorizing the execution of a bond order in
connection therewith, providing for the levy and collection of a
direct annual tax for the payment of the principal of and interest on
said bonds, and authoizing and directing the sale of said bonds at
public competitive sale.
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 the office of City Clerk located in the City.
)
)
)
SS
IN WITNESS WHEREOF I have affixed hereto my official signature this af th day of aie ,
| City a" Z
2024.
IN WlrNpss WueReor I have affixed hereto my official signature this :fJth day of S,l ,
2024
ffi
WCTEF
1