File #: 20-4979    Version: 1 Name: PROVIDING FOR THE ISSUANCE OF SALES TAX REVENUE BONDS, SERIES 2021, OF THE COUNTY OF COOK, ILLINOIS; THE APPROVAL, EXECUTION AND DELIVERY OF A FIFTH SUPPLEMENTAL INDENTURE: AND PROVIDING FOR OTHER MATTERS IN CONNECTION WITH THE ISSUANCE OF THE SERIES 2
Type: Ordinance Status: Approved
File created: 10/23/2020 In control: Finance Committee
On agenda: 11/19/2020 Final action: 12/17/2020
Title: PROPOSED ORDINANCE PROVIDING FOR THE ISSUANCE OF SALES TAX REVENUE BONDS, SERIES 2021, OF THE COUNTY OF COOK, ILLINOIS; THE APPROVAL, EXECUTION AND DELIVERY OF A FIFTH SUPPLEMENTAL INDENTURE: AND PROVIDING FOR OTHER MATTERS IN CONNECTION WITH THE ISSUANCE OF THE SERIES 2021 BONDS WHEREAS, pursuant to Section 6(a) of Article VII of the 1970 Constitution of the State of Illinois (the "Illinois Constitution"), the County of Cook, Illinois (the "County") is a home rule unit of local government and as such may exercise any power and perform any function pertaining to its government and affairs, including, but not limited to, the power to tax and to incur debt; and WHEREAS, the County may also exercise powers relating to the power to tax and to incur debt pursuant to the Counties Code, as supplemented and amended by the Local Government Debt Reform Act of the State of Illinois (collectively, the "Act"); and WHEREAS, the Board of Commissioners of the County (the "Corporate Authorities") h...
Sponsors: TONI PRECKWINKLE (President)

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PROPOSED ORDINANCE

 

PROVIDING FOR THE ISSUANCE OF SALES TAX REVENUE BONDS, SERIES 2021, OF THE COUNTY OF COOK, ILLINOIS; THE APPROVAL, EXECUTION AND DELIVERY OF A FIFTH SUPPLEMENTAL INDENTURE: AND PROVIDING FOR OTHER MATTERS IN CONNECTION WITH THE ISSUANCE OF THE SERIES 2021 BONDS

 

WHEREAS, pursuant to Section 6(a) of Article VII of the 1970 Constitution of the State of Illinois (the “Illinois Constitution”), the County of Cook, Illinois (the “County”) is a home rule unit of local government and as such may exercise any power and perform any function pertaining to its government and affairs, including, but not limited to, the power to tax and to incur debt; and

 

WHEREAS, the County may also exercise powers relating to the power to tax and to incur debt pursuant to the Counties Code, as supplemented and amended by the Local Government Debt Reform Act of the State of Illinois (collectively, the “Act”); and

 

WHEREAS, the Board of Commissioners of the County (the “Corporate Authorities”) has not adopted any ordinance, resolution, order or motion or provided any County Code provisions which restrict or limit the exercise of the home rule powers of the County in the issuance of sales tax revenue bonds for corporate purposes or which otherwise provide any special rules or procedures for the exercise of such powers; and

 

WHEREAS, pursuant to the ordinance duly adopted by the Corporate Authorities on July 24, 2012, the County duly authorized and approved that certain Master Trust Indenture, dated as of August 1, 2012 (the “Master Indenture”), between the County and The Bank of New York Mellon Trust Company, N.A. (the “Trustee”) which provides that the County may issue bonds authenticated and delivered under and pursuant to the Master Indenture (the “Bonds”) for the purpose of financing costs of Projects (as defined in the Master Indenture) and paying costs related to the issuance of such Bonds; and

 

WHEREAS, it was intended and hereby determined that the financing of costs of the Project as defined in the Master Indenture includes expenditures for the refinancing of debt incurred to pay costs of the Series 2021 Projects as defined below in this Ordinance.

 

WHEREAS, the Master Indenture further provides that all such Bonds shall be designated “Sales Tax Revenue Bonds,” shall include such further appropriate designations as the County may determine, and may be issued in one or more Series (as defined in the Master Indenture) with each Bond bearing upon its face the designation determined for its Series; and

 

WHEREAS, pursuant to the Master Indenture and that certain First Supplemental Trust Indenture, dated as of August 1, 2012 (the “First Supplemental Indenture”), between the County and the Trustee, the County has previously issued its Sales Tax Revenue Bonds, Series 2012 (the “Series 2012 Bonds”) in the original aggregate principal amount of $90,000,000.00 for the purpose of financing costs of Projects; and

 

WHEREAS, pursuant to the Master Indenture and that certain Second Supplemental Trust Indenture, dated as of July 1, 2013 (the “Second Supplemental Indenture”), between the County and the Trustee, the County issued its Sales Tax Revenue Bonds, Series 2013 (Qualified Energy Conservation Bonds - Direct Payment) in the original aggregate principal amount of $24,945,000.00 (the “Series 2013 Bonds”) for the purpose of financing costs of Projects; and

 

WHEREAS, pursuant to the Master Indenture and that certain Third Supplemental Trust Indenture, dated as of August 1, 2017 (the “Third Supplemental Indenture”), between the County and the Trustee, the County issued its Sales Tax Revenue Bonds, Series 2017, in the original aggregate principal amount of $165,000,000.00 (the “Series 2017 Bonds”) for the purpose of financing costs of Projects; and

 

WHEREAS, pursuant to the Master Indenture and that certain Fourth Supplemental Trust Indenture, dated as of August 1, 2018 (the “Fourth Supplemental Indenture”), between the County and the Trustee, the County issued its Sales Tax Revenue Bonds, Series 2018, in the original aggregate principal amount of $155,630,000.00 (the “Series 2018 Bonds”) for the purpose of financing costs of Projects; and

 

WHEREAS, the County previously issued its $125,000,000.00 original principal amount of General Obligation Bonds, Series 2014D and its $50,000,000.00 original principal amount of General Obligation Bonds, Series 2018 (collectively, the “Prior Bonds”) pursuant to a Trust Indenture dated as of October 1, 2014, as amended, between the County and Amalgamated Bank of Chicago, as trustee, a portion of the proceeds of which financed projects which qualify as “Projects” pursuant to the Master Indenture with the intent of refinancing such Prior Bonds with a subsequent financing; and

 

WHEREAS, the County now desires to refund the Prior Bonds with proceeds of Sales Tax Revenue Bonds issued under the Master Indenture; and

 

WHEREAS, as pertains to Cook County government and affairs, and as in the interests of the public health, safety, and welfare of the inhabitants of the County, it is necessary, prudent, or advisable that the County provide financing for or refinancing of various projects and purposes for the benefit of the County and its residents, including, but not limited to, the construction, equipping, altering or repair of various County facilities, including the acquisition of the Oak Forest Regional Outpatient Center; along with acquiring election equipment, technology systems, medical and laboratory equipment, and vehicles, or for any other Projects under the Master Indenture (collectively, together with projects financed with proceeds of the Prior Bonds, the “Series 2021 Projects”); and

 

WHEREAS, the specific components of the construction, equipping, altering and repair of various County facilities and of any other Projects, initially constituting the Series 2021 Projects shall be as set forth on Exhibit A to this Ordinance and the Series 2021 Projects relating to each Series of the Series 2021 Bonds shall be specified in the Bond Order pursuant to Section 3(d) of this Ordinance; and

 

WHEREAS, the aggregate costs of the Series 2021 Projects eligible for financing or refinancing are estimated to be not less than Two Hundred Ten Million Dollars ($210,000,000); and

 

WHEREAS, the Corporate Authorities have determined that it is advisable and necessary to authorize the issuance of County of Cook, Illinois, Sales Tax Revenue Bonds, Series 2021 (the “Series 2021 Bonds”) of the County, in one or more Series for the following purposes: (i) provide for the refunding of the Prior Bonds, (ii) paying all or a portion of the costs of the Series 2021 Projects; (iii) capitalizing interest payable on the Series 2021 Bonds to the extent determined to be necessary as provided herein; (iv) funding a debt service reserve fund for the Series 2021 Bonds to the extent determined to be necessary as provided herein; (v) paying the costs of the premium on any municipal bond insurance policy with respect to the Series 2021 Bonds; and (vi) paying the expenses of issuing the Series 2021 Bonds and the refunding of the Prior Bonds; and

 

WHEREAS, the County, by virtue of its constitutional home rule powers and all laws applicable thereto has the power to issue the Series 2021 Bonds and such borrowing is for a proper public purpose and in the public interest; and

 

WHEREAS, the Corporate Authorities have determined that in connection with the issuance of the Series 2021 Bonds it is advisable or necessary to authorize the execution and delivery of a fifth supplemental trust indenture (the “Fifth Supplemental Indenture”) as authorized pursuant to the Master Indenture.

 

NOW, THEREFORE, BE IT ORDAINED, by the Board of Commissioners of the County of Cook, Illinois, that following Ordinance is hereby enacted:

Section 1.                     Findings

The Corporate Authorities hereby find that all of the recitals contained in the preambles to this Ordinance are full, true and correct and do hereby incorporate them into this Ordinance by this reference. It is hereby found and determined that the Corporate Authorities have been authorized by law to issue the Series 2021 Bonds in one or more Series to (i) refund the Prior Bonds; or (ii) finance or refinance the Series 2021 Projects (including the payment of costs of issuance related thereto, subject to the limitations set forth in Section 3(a) of this Ordinance). It is hereby found and determined that such borrowing of money pertains to the government and affairs of the County, is necessary, prudent or advisable for the public health, safety and welfare of the government and affairs of the County, is for a proper public purpose or purposes and is in the public interest, and is authorized pursuant to the Act; and these findings and determinations shall be deemed conclusive. The issuance of the Series 2021 Bonds is authorized by the Illinois Constitution and the Act and the Series 2021 Bonds shall be issued pursuant to the Illinois Constitution and the Act.

Section 2.                     Issuance of the Series 2021 Bonds

(a)                     There shall be authorized the issuance of the Series 2021 Bonds in one or more Series in the aggregate principal amount of not to exceed Two Hundred Twenty-Five Million Dollars ($225,000,000) plus an amount equal to the amount of any net original issue premium obtained in the sale of the Series 2021 Bonds (not to exceed twenty-five percent (25%) of the principal amount thereof) for the purposes described in the preambles to this Ordinance. The Series 2021 Bonds may be issued from time to time in one or more Series in said aggregate principal amount, or such lesser aggregate principal amount as may be determined by the Chief Financial Officer of the County (it being hereby expressly provided that in the event of a vacancy in the office of Chief Financial Officer or the absence or temporary or permanent incapacity of the Chief Financial Officer, the Comptroller shall be authorized to act in the capacity of the Chief Financial Officer for all purposes of this Ordinance). Each Series of the Series 2021 Bonds shall be designated “Sales Tax Revenue Bonds, Series 2021”, with such additions, modifications or revisions as shall be determined to be necessary by the Chief Financial Officer at the time of the sale and having any other authorized features determined by the Chief Financial Officer as desirable to be reflected in the title of the Series 2021 Bonds.

(b)                     The Series 2021 Bonds shall be issued and secured pursuant to the terms and provisions of the Master Indenture and the Fifth Supplemental Indenture but within the limitations prescribed in this Ordinance. The Fifth Supplemental Indenture is to be entered into between the County and the Trustee (or such other trustee as shall be selected by the President or the Chief Financial Officer, having a corporate trust office located within the County). The President and the Chief Financial Officer are each hereby authorized to execute and deliver the Fifth Supplemental Indenture on behalf of the County, such Fifth Supplemental Indenture to be in substantially the form attached hereto as Exhibit B, and which is made a part hereof and hereby approved with such changes therein as shall be approved by the President or Chief Financial Officer executing the same (including such changes as necessary to reflect each Series of Series 2021 Bonds and the related Series 2021 Projects) with such execution to constitute conclusive evidence of their approval and the Corporate Authorities’ approval of any changes or revisions therein from the form attached hereto. All capitalized terms used in this Ordinance without definition shall have the meanings assigned to such terms in the Master Indenture or the Fifth Supplemental Indenture. The President and the Chief Financial Officer are each hereby authorized to act as an Authorized Officer for the purposes provided in the Master Indenture and the Fifth Supplemental Indenture.

(c)                     The Fifth Supplemental Indenture shall set forth such additional covenants with respect to the Series 2021 Bonds as shall be deemed necessary by the Chief Financial Officer in connection with the sale of the Series 2021 Bonds. The Series 2021 Bonds shall be executed by the officers of the County and prepared in the form as provided in the Fifth Supplemental Indenture, with such changes therein as shall be approved by the President or the Chief Financial Officer executing the same, with such execution to constitute conclusive evidence of their approval and the Corporate Authorities’ approval of any changes or revisions therein from the form attached thereto.

(d)                     The principal of the Series 2021 Bonds shall become due and payable on or before the later of: (i) November 15, 2051 or (ii) the date which is 30 years after the date of issuance of the Series 2021 Bonds. The Series 2021 Bonds shall be dated no earlier than December 1, 2020 and not later than the date of issuance thereof, as shall be provided in the Fifth Supplemental Indenture (any such date for any Bonds being the “Dated Date”). The Series 2021 Bonds shall be issued as Current Interest Bonds and shall bear interest at a fixed rate or rates not to exceed seven percent (7%) per annum per maturity as determined by the Chief Financial Officer at the time of the sale thereof.

(e)                     The Series 2021 Bonds shall be redeemable prior to maturity at the option of the County, in whole or in part on any date, at such times and at such redemption prices (to be expressed as a percentage of the principal amount of Series 2021 Bonds being redeemed not to exceed one hundred two percent (102%), plus accrued interest to the date of redemption, all as shall be determined by the Chief Financial Officer at the time of the sale thereof. Certain of the Series 2021 Bonds may be term bonds that are made subject to sinking fund redemption, at par and accrued interest to the date fixed for redemption, as determined by the Chief Financial Officer at the time of the sale thereof; provided that the Series 2021 Bonds shall reach final maturity not later than the date set forth in Section 2(d) hereof.

(f)                     Each Series 2021 Bond shall bear interest (computed upon the basis of a three hundred sixty (360) day year of twelve (12) thirty (30) day months) payable on the fifteenth days of May and November of each year, commencing on such May 15 and November 15 as determined by the Chief Financial Officer at the time of the sale thereof.

(g)                     The Series 2021 Bonds may be issued in book-entry only form as determined by the Chief Financial Officer. In connection with the issuance of Series 2021 Bonds in book-entry only form, the Chief Financial Officer is authorized to execute and deliver a representation letter to the book-entry depository selected by the Chief Financial Officer in substantially the form previously used in connection with obligations issued by the County in book-entry form.

Section 3.                     Sale of the Series 2021 Bonds; Bond Order; Financing Team; Execution of Documents Authorized; Undertakings; Offering Materials; Credit Facilities

(a)                     The Chief Financial Officer is hereby authorized to sell all or any portion of the Series 2021 Bonds to the Underwriters described in Section 3(c) below, or to other underwriters approved by the Corporate Authorities in connection with the issuance of Sales Tax Revenue Bonds pursuant to an ordinance of the Board of Commissioners of the County authorizing the issuance of General Obligation Refunding Bonds, Series 2021A, from time to time, and in one or more Series, on such terms as he or she may deem to be in the best interests of the County; provided that an amount not to exceed two percent (2.00%) of the principal amount of the Series 2021 Bonds is authorized to be used to pay reasonable costs of issuance and sale of the Series 2021 Bonds authorized and sold pursuant to this Ordinance and costs of the refunding of the Prior Bonds, including, without limitation, printing, bond rating, travel of outside vendors, security, delivery, legal and financial advisory services, initial fees of trustees, registrars, paying agents and other fiduciaries, initial costs of credit or liquidity enhancement arrangements, underwriter’s discounts and fees, but excluding bond insurance, as determined in the Bond Order. Nothing contained in this Section shall limit the sale of the Series 2021 Bonds, or any maturity or maturities thereof, at a price or prices in excess of the principal amount thereof.

(b)                     The Series 2021 Bonds shall be issued as bonds on which the interest paid and received is excludable from the gross income of the owners thereof for federal income tax purposes under the Internal Revenue Code of 1986, as amended (the “Code”) (except to the extent that such interest is taken into account in computing an adjustment used in determining the alternative minimum tax for certain corporations).

(c)                     The selection of the following party or parties in the capacity as indicated is hereby expressly approved in connection with the issuance and sale of the Series 2021 Bonds:

Capacity                     Party or Parties

Senior Manager                     Morgan Stanley

Co-Senior Manager                     Piper Sandler

                     Siebert Williams Shank & Co.

Co-Managers                     Academy Securities

                     North South Capital

                     Ramirez & Co., Inc.

Bond Counsel                     Nixon Peabody LLP

Co-Bond Counsel                     Sanchez Daniels & Hoffman

Financial Advisors                     PFM

                     Sycamore Advisors

Disclosure Counsel                     Greenberg Traurig, LLP

Co-Disclosure Counsel                     Cotillas and Associates

Special Disclosure Counsel - Pension                     Burke Warren MacKay & Serritella, P.C.

Underwriters’ Counsel                     Charity & Associates, PC

 

(d)                     Subsequent to the sale of the Series 2021 Bonds, the Chief Financial Officer shall file in the office of the County Clerk a Bond Order, with a copy of the executed Fifth Supplemental Indenture attached and directed to the Corporate Authorities identifying: (i) the aggregate principal amount of the Series 2021 Bonds sold and the purchase price at which each Series of the Series 2021 Bonds were sold; (ii) the principal amount of each Series of the Series 2021 Bonds maturing and subject to mandatory redemption in each year; (iii) the redemption provisions applicable to each Series of the Series 2021 Bonds; (iv) the interest rate or rates payable on each Series of the Series 2021 Bonds; (v) the Dated Date of each Series of the Series 2021 Bonds; (vi) the identity of any municipal bond insurer and of any provider of a debt service reserve fund surety bond; (vii) the identity of any provider of a Credit Facility; (viii) the information regarding the title and designation of each Series of the Series 2021 Bonds; together with (ix) any other matter authorized by this Ordinance to be determined by the Chief Financial Officer at the time of sale of the Series 2021 Bonds, and thereafter the Series 2021 Bonds so sold shall be duly prepared and executed in the form and manner provided herein and delivered to the respective Underwriters in accordance with the terms of sale.

(e)                     Any one of the President; the Chief Financial Officer; or any other officer, official or employee of the County so designated by a written instrument signed by the President or the Chief Financial Officer and filed with the Trustee (a “Designated Officer”) is hereby authorized to execute such documents, with appropriate revisions to reflect the terms and provisions of the Series 2021 Bonds as authorized by this Ordinance and such other revisions in text as the President or the Chief Financial Officer shall determine are necessary or desirable in connection with the sale of the Series 2021 Bonds, to effect the issuance and delivery and maintenance of the status of the Series 2021 Bonds, including but not limited to:

(i)                     a contract of purchase (the “Purchase Contract”) by and between the County and the Underwriters, which Purchase Contract shall be in form acceptable to the Chief Financial Officer and as customarily entered into by the County;

(ii)                     a continuing disclosure undertaking (the “Continuing Disclosure Undertaking”), as approved by the Chief Financial Officer to effect compliance with Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, with such revisions as are deemed appropriate to reflect the issuance of the Series 2021 Bonds as bonds secured by Pledged Sales Tax Revenues;

(iii)                     such certification, tax returns and documentation as may be required by Bond Counsel, including, specifically, a tax agreement, to render their opinion as to the tax-exempt status of the Series 2021 Bonds; and

The execution thereof by such Designated Officers is hereby deemed conclusive evidence of approval thereof with such changes, additions, insertions, omissions or deletions as such officers may determine, with no further official action of or direction by the Corporate Authorities.

(f)                     When the Continuing Disclosure Undertaking is executed and delivered on behalf of the County, it will be binding on the County and the officers, agents, and employees of the County, and the same are hereby authorized 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 such Continuing Disclosure Undertaking as executed and delivered. Notwithstanding any other provisions hereof, the sole remedies for failure to comply with any Continuing Disclosure Undertaking shall be the ability of the beneficial owner of any Series 2021 Bond to seek mandamus or specific performance by court order, to cause the County to comply with its obligations thereunder.

(g)                     The preparation, use and distribution of a preliminary official statement and an official statement relating to the sale and issuance of the Series 2021 Bonds are hereby authorized and approved. Any one of the President or Chief Financial Officer is hereby authorized to execute and deliver an official statement relating to the sale and issuance of the Series 2021 Bonds on behalf of the County, in substantially the form previously used by the County, with such revisions as the President or the Chief Financial Officer shall determine are necessary or required in connection with the sale of the Series 2021 Bonds.

(h)                     In connection with the sale of the Series 2021 Bonds, if determined by the President or the Chief Financial Officer to be in the best financial interest of the County, the Chief Financial Officer is authorized to procure one or more municipal bond insurance policies covering all or a portion of the Series 2021 Bonds and to procure one or more debt service reserve fund surety bonds for deposit into any Series 2021 Debt Service Reserve Subaccount.

(i)                     In connection with the sale of the Series 2021 Bonds, the President or the Chief Financial Officer is hereby authorized to obtain one or more Credit Facilities with one or more financial institutions. The President or the Chief Financial Officer is hereby authorized to enter into a reimbursement agreement and to execute and issue a promissory note in connection with the provisions of each Credit Facility. Any Credit Facility and any reimbursement agreement shall be in substantially the form of the credit facilities and reimbursement agreements previously entered into by the County in connection with the sale of Sales Tax Revenue Bonds or notes, but with such revisions in text as the President or the Chief Financial Officer shall determine are necessary or desirable, the execution thereof by the President or the Chief Financial Officer to evidence the approval by the Corporate Authorities of all such revisions. The annual fee paid to any financial institution that provides a Credit Facility shall not exceed two percent (2.00%) of the average principal amount of such Series 2021 Bonds outstanding during such annual period. The final form of any reimbursement agreement entered into by the County with respect to the Series 2021 Bonds shall be attached to the Bond Order filed with the County Clerk pursuant to this Section. Any promissory or similar note delivered in connection with any such reimbursement agreement shall mature not later than the final maturity date of the Bonds and each such promissory or similar note shall bear interest at a rate not exceeding 15 (fifteen) percent per annum. The President or the Chief Financial Officer is hereby authorized to execute and deliver each such reimbursement agreement.

Section 4.                     Alternative Allocation of Proceeds of Series 2021 Bonds

The County by its Corporate Authorities reserves the right, as it becomes necessary from time to time, to change the purposes of expenditure of the Series 2021 Bonds, to change priorities, to revise cost allocations among expenditures and to substitute projects, in order to meet current needs of the County; subject, however, to the provisions of the Act and to the tax covenants of the County relating to the tax exempt status of interest on the Series 2021 Bonds and further subject to the provisions of the Master Indenture and the Fifth Supplemental Indenture regarding amendments thereto. To the extent any action of the County described in the prior sentence is proposed to be taken with respect to the proceeds of the Series 2021 Bonds, it shall be conditioned on receipt by the County of an opinion of Bond Counsel to the effect that such action shall not cause the interest on such Bonds to become subject to federal income taxation.

Section 5.                     Reimbursement

None of the proceeds of the Series 2021 Bonds (which are not refinancing the Prior Bonds) will be used to pay, directly or indirectly, in whole or in part, for an expenditure that has been paid by the County more than 60 days prior to the date hereof except architectural, engineering costs or construction costs incurred prior to commencement of the Series 2021 Projects or expenditures for which an intent to reimburse was properly declared under Treasury Regulations Section 1.150-2. This Ordinance is in itself a declaration of official intent under Treasury Regulations Section 1.150-2 as to all costs of the Series 2021 Projects paid after the date that is 60 days prior to the date hereof and prior to issuance of the Series 2021 Bonds.

Section 6.                     Tax Covenant

With respect to the Series 2021 Bonds, the County covenants to take any action required by the provisions of Section 148(f) of the Code in order to assure compliance with Section 709 of the Master Indenture and to otherwise comply with the provisions of any tax certificate or agreement executed in connection with the Series 2021 Bonds.

Section 7.                     Performance Provisions

The President, the Chief Financial Officer, the County Clerk, for and on behalf of the County shall be, and each of them hereby is, authorized and directed to do any and all things necessary to effect the performance of all obligations of the County under and pursuant to this Ordinance, the Master Indenture, and the Fifth Supplemental Indenture, and the performance of all other acts of whatever nature necessary to effect and carry out the authority conferred by this Ordinance, the Master Indenture, and the Fifth Supplemental Indenture, including but not limited to, the exercise following the delivery date of any of the Series 2021 Bonds of any power or authority delegated to such official of the County under this Ordinance with respect to the Series 2021 Bonds upon the initial issuance thereof, but subject to any limitations on or restrictions of such power or authority as herein set forth. The President, the Chief Financial Officer, the County Clerk and other officers, agents and employees of the County are hereby further authorized, empowered and directed for and on behalf of the County, to execute and deliver all papers, documents, certificates and other instruments that may be required to carry out the authority conferred by this Ordinance, the Master Indenture and the Fifth Supplemental Indenture or to evidence said authority.

Section 8.                     Proxies

The President and the Chief Financial Officer may each designate another to act as their respective proxy and to affix their respective signatures to, in the case of the President, each of Series 2021 Bonds, whether in temporary or definitive form, and to any other instrument, certificate or document required to be signed by the President or the Chief Financial Officer pursuant to this Ordinance, the Master Indenture, and the Fifth Supplemental Indenture. In each case, each shall send to the County Board written notice of the person so designated by each, such notice stating the name of the person so selected and identifying the instruments, certificates and documents which such person shall be authorized to sign as proxy for the President and the Chief Financial Officer, respectively. A written signature of the President or the Chief Financial Officer, respectively, executed by the person so designated underneath, shall be attached to each notice. Each notice, with signatures attached, shall be filed with the County Clerk. When the signature of the President is placed on an instrument, certificate or document at the direction of the President in the specified manner, the same, in all respects, shall be as binding on the County as if signed by the President in person. When the signature of the Chief Financial Officer is so affixed to an instrument, certificate or document at the direction of the Chief Financial Officer, the same, in all respects, shall be binding on the County as if signed by the Chief Financial Officer in person.

Section 9.                     This Ordinance a Contract

The provisions of this Ordinance shall constitute a contract between the County and the registered owners of the Series 2021 Bonds, and no changes, additions or alterations of any kind shall be made hereto, except as herein provided. This Ordinance shall be construed in accordance with the provisions of State law without reference to its conflict of law principles.

Section 10.                     Prior Inconsistent Proceedings

All ordinances, resolutions, motions or orders, or parts thereof, in conflict with the provisions of this Ordinance, are to the extent of such conflict hereby repealed.

Section 11.                     Immunity of Officers and Employees of County

No recourse shall be had for the payment of the principal of or premium or interest on any of the Series 2021 Bonds or for any claim based thereon or upon any obligation, covenant or agreement in this Ordinance contained against any past, present or future elected or appointed officer, director, member, employee or agent of the County, or of any successor public corporation, as such, either directly or through the County or any successor public corporation, under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such elected or appointed officers, directors, members, employees or agents as such is hereby expressly waived and released as a condition of and consideration for the passage of this Ordinance and the issuance of such Series 2021 Bonds.

Section 12.                     Passage and Approval

Presented, Passed, Approved and Recorded by the County of Cook, Illinois, a home rule unit of government, this _____ day of __________, 2020.

EXHIBIT A

DESCRIPTION OF THE SERIES 2021 PROJECTS

EXHIBIT B

FIFTH SUPPLEMENTAL TRUST INDENTURE                     

 

Effective date:  This ordinance shall be in effect immediately upon adoption.

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