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City Council Packet 2013 04-23-13 C United City of Yorkville 800 Game Farm Road EST. 1836 Yorkville, Illinois 60560 o Is ur Telephone: 630-553-4350 Fax: 630-553-7575 <LE AGENDA CITY COUNCIL MEETING CITY COUNCIL CHAMBERS 7:00 p.m. Tuesday, April 23, 2013 Call to Order: Pledge of Allegiance: Roll Call by Clerk: WARD I WARD 11 WARD III WARD IV Carlo Colosimo Jackie Milschewski Marty Munns Rose Ann Spears Ken Koch Larry Kot Chris Funkhouser Diane Teeling Establishment of Quorum: Amendments to Agenda: Presentations: Public Hearings: 1. PC 2013-03 Veterans Way, LLC, Petitioner, has filed an application with the United City of Yorkville, Kendall County, Illinois, requesting a major amendment the Second Amendment to the Heartland Subdivision Annexation and Planned Unit Development dated January 11, 2005 related to the Heartland Business Center to permit the placement of an additional ten foot by sixteen foot (IO'x16') sign with eleven (11)tenant sign panels within a driveway median of the subject property. The real property consists of approximately 5.1 acres of the common area located generally south of U.S. Route 34; west of McHugh Road; and north of Heartland Drive at 728 E. Veterans Parkway, Yorkville, Illinois. Citizen Comments on Agenda Items: Consent Agenda: 1. PS 2013-06 Authorization to Dispose of Vehicle—authorize Police Department to dispose of 2002 Chevrolet Silverado 2. PS 2013-07 LeadsOnline Proposal—authorize Police Department to subscribe to the LeadsOnline TotalTrack system in the amount of$2,238 per year 3. PS 2013-09 Ordinance Amending City Liquor Code Regarding Catering Licenses—authorize Mayor and City Clerk to execute 4. PS 2013-10 Ordinance Amending City Liquor Code Regarding Events on City Property—authorize Mayor and City Clerk to execute 5. PW 2013-13 Water Department Reports for January and February 2013 6. PW 2013-14 River Road Bridge Authorization of Contract Changes Nos. 4A, 6A, and 7—authorize City Administrator to execute City Council Agenda April 23, 2013 Page 2 Consent Agenda (cont'd): 7. PW 2013-15 EEI Engineering Agreement for Road to Better Roads FY 14—authorize Mayor and City Clerk to execute 8. PW 2013-16 EEI Engineering Agreement for Bristol Avenue Water Main Improvements—authorize Mayor and City Clerk to execute 9. PW 2013-17 Old Jail Parking Lot Construction a. EEI Amendment No. 2 to Preliminary Engineering Services Agreement—authorize Mayor and City Clerk to execute b. EEI Construction Engineering Services Agreement—authorize Mayor and City Clerk to execute 10. PW 2013-18 Resolution Establishing a Stormwater Management Program Fee-in-Lieu Schedule— authorize Mayor and City Clerk to execute Minutes for Approval: 1. CC 2013-22 Minutes of the City Council—March 26, 2013 Bills for Payment (Informational): $724,546.01 Mayor's Report: 1. CC 2013-23 Proclamation for Motorcycle Awareness Month 2. CC 2013-24 Proclamation for Poppy Days 3. CC 2013-25 ICC Agreement for Railroad Improvements at Mill Road and Kennedy Road 4. CC 2013-26 FY14 Benefit Insurance Program Renewal—Dental and Life Insurance 5. CC 2013-27 Library Bond Ordinances a. An Ordinance Authorizing and Providing for the Issuance of an Aggregate $6,755,000 General Obligation Library Refunding Bonds, Series 2013, by and for the United City of Yorkville, Kendall County, Illinois, and Providing for the Levy and Collection of a Direct Annual Tax for the Payment of the Principal of and Interest on Said Bonds b. An Ordinance Abating Taxes Levied by an Ordinance Adopted by the City Council of the United City of Yorkville, Kendall County, Illinois, Providing for the Issuance of General Obligation Library Bonds, Series 2005B, of the City, and Providing for the Levy and Collection of a Direct Annual Tax for the Payment of the Principal of and Interest on Said Bonds 6. CC 2013-28 An Ordinance Providing for Issuance of United City of Yorkville, Kendall County, Illinois Special Service Area Number 2003-100 Special Tax Refunding Bonds, Series 2013 (Raintree Village Project Public Works Committee Report: 1. PW 2013-19 Tractor and Mower Purchase Economic Development Committee Report: 1. EDC 2013-13 Kendall Marketplace/Rob Roy Falls/City Land Swap Proposal City Council Agenda April 23, 2013 Page 3 Public Safety Committee Report: Administration Committee Report: Park Board: Plan Commission: Zoning Board of Appeals: City Council Report: City Clerk's Report: City Treasurer's Report: Community and Liaison Report: Staff Report: Additional Business: Executive Session: Citizen Comments: Adjournment: COMMITTEES, MEMBERS AND RESPONSIBILITIES ADMINISTRATION: May 16, 2013 —6:00p.m_Cites all Council Chambers --- ----- Committee Departments Liaisons Chairman: Alderman Spears Finance Library Committee: Alderman Munns Administration Committee: Alderman Funkhouser Committee: Alderman Koch ECONOMIC DEVELOPMENT: May 7, 2013—7:00 p.m.—Ciq Hall Council ii&rsl Committee Departments Liaisons Chairman: Alderman Munns Community Development Plan Commission Vice-Chairman: Alderman Teeling Building Safety and Zoning Yorkville Econ. Dev. Corp. Committee: Alderman Milschewski Kendall Co. Plan Commission Committee: Alderman Colosimo -PUBLIC SAFETY:_May 2, 2013 —6:300 m_City-Hall Council Chambers -------------- ------------- ---------------------- --------------------------------------- Committee Departments Liaisons Chairman: Alderman Colosimo Police Human Resource Comm. Vice-Chairman: Alderman Kot School District Committee: Alderman Spears Committee: Alderman Funkhouser City Council Agenda April 23, 2013 Page 4 COMMITTEES, MEMBERS AND RESPONSIBILITIES (cont'd) PUBLIC WORKS: May 21, 2013–6:00 p.m.–City Hall Council Chambers — ----- — ----------- Committee Departments Liaisons Chairman: Alderman Teeling Public Works Park Board Vice-Chairman: Alderman Milschewski Engineering YBSD Committee: Alderman Kot Parks and Recreation Committee: Alderman Koch UNITED CITY OF YORKVILLE WORKSHEET CITY COUNCIL Tuesday, April 23, 2013 7:00 PM CITY COUNCIL CHAMBERS ---------------------------------------------------------------------------------------------------------------------------------------- AMENDMENTS TO AGENDA: ---------------------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------------------- Public Hearings: ----------------------------------------------------------------------------------------------------------------------------------------- l. PC 2013-03 Second Amendment to the Heartland Subdivision Annexation and PUD related to the Heartland Business Center(Signage) ----------------------------------------------------------------------------------------------------------------------------------------- CITIZEN COMMENTS ON AGENDA ITEMS: ----------------------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------------------- CONSENT AGENDA: ----------------------------------------------------------------------------------------------------------------------------------------- 1. PS 2013-06 Authorization to Dispose of Vehicle ❑ Approved: Y N ❑ Subject to ❑ Removed ❑ Notes ----------------------------------------------------------------------------------------------------------------------------------------- 2. PS 2013-07 LeadsOnline Proposal ❑ Approved: Y N ❑ Subject to ❑ Removed ❑ Notes ----------------------------------------------------------------------------------------------------------------------------------------- 3. PS 2013-09 Ordinance Amending City Liquor Code Regarding Catering Licenses ❑ Approved: Y N ❑ Subject to ❑ Removed ❑ Notes ----------------------------------------------------------------------------------------------------------------------------------------- 4. PS 2013-10 Ordinance Amending City Liquor Code Regarding Events on City Property ❑ Approved: Y N ❑ Subject to ❑ Removed ❑ Notes ----------------------------------------------------------------------------------------------------------------------------------------- 5. PW 2013-13 Water Department Reports for January and February 2013 ❑ Approved: Y N ❑ Subject to ❑ Removed ❑ Notes ----------------------------------------------------------------------------------------------------------------------------------------- 6. PW 2013-14 River Road Bridge Authorization of Contract Changes Nos. 4A, 6A, and 7 ❑ Approved: Y N ❑ Subject to ❑ Removed ❑ Notes ----------------------------------------------------------------------------------------------------------------------------------------- 7. PW 2013-15 EEI Engineering Agreement for Road to Better Roads FY 14 ❑ Approved: Y N ❑ Subject to ❑ Removed ❑ Notes ----------------------------------------------------------------------------------------------------------------------------------------- 8. PW 2013-16 EEI Engineering Agreement for Bristol Avenue Water Main Improvements ❑ Approved: Y N ❑ Subject to ❑ Removed ❑ Notes ----------------------------------------------------------------------------------------------------------------------------------------- 9. PW 2013-17 Old Jail Parking Lot Construction a. EEI Amendment No. 2 to Preliminary Engineering Services Agreement b. EEI Construction Engineering Services Agreement ❑ Approved: Y N ❑ Subject to ❑ Removed ❑ Notes ----------------------------------------------------------------------------------------------------------------------------------------- 10. PW 2013-18 Resolution Establishing a Stormwater Management Program Fee-in-Lieu Schedule ❑ Approved: Y N ❑ Subject to ❑ Removed ❑ Notes ----------------------------------------------------------------------------------------------------------------------------------------- MINUTES FOR APPROVAL: ----------------------------------------------------------------------------------------------------------------------------------------- 1. CC 2013-22 Minutes of the City Council—March 26, 2013 ❑ Approved: Y N ❑ Subject to ❑ Removed ❑ Notes ----------------------------------------------------------------------------------------------------------------------------------------- BILLS FOR PAYMENT: ----------------------------------------------------------------------------------------------------------------------------------------- 1. Bills for Payment(Informational) ❑ Notes ----------------------------------------------------------------------------------------------------------------------------------------- MAYOR'S REPORT: ----------------------------------------------------------------------------------------------------------------------------------------- 1. CC 2013-23 Proclamation for Motorcycle Awareness Month ❑ Approved: Y N ❑ Subject to ❑ Removed ❑ Bring back to Committee/future meeting ❑ Informational Item ❑ Notes ----------------------------------------------------------------------------------------------------------------------------------------- 2. CC 2013-24 Proclamation for Poppy Days ❑ Approved: Y N ❑ Subject to ❑ Removed ❑ Bring back to Committee/future meeting ❑ Informational Item ❑ Notes ----------------------------------------------------------------------------------------------------------------------------------------- 3. CC 2013-25 ICC Agreement for Railroad Improvements at Mill Road and Kennedy Road ❑ Approved: Y N ❑ Subject to ❑ Removed ❑ Bring back to Committee/future meeting ❑ Informational Item ❑ Notes ----------------------------------------------------------------------------------------------------------------------------------------- 4. CC 2013-26 FY14 Benefit Insurance Program Renewal—Dental and Life Insurance ❑ Approved: Y N ❑ Subject to ❑ Removed ❑ Bring back to Committee/future meeting ❑ Informational Item ❑ Notes ----------------------------------------------------------------------------------------------------------------------------------------- 5. CC 2013-27 Library Bond Ordinances ❑ Approved: Y N ❑ Subject to ❑ Removed ❑ Bring back to Committee/future meeting ❑ Informational Item ❑ Notes ----------------------------------------------------------------------------------------------------------------------------------------- 6. CC 2013-28 Raintree Village Unit 1 SSA Refinancing Ordinance ❑ Approved: Y N ❑ Subject to ❑ Removed ❑ Bring back to Committee/future meeting ❑ Informational Item ❑ Notes ----------------------------------------------------------------------------------------------------------------------------------------- PUBLIC WORKS COMMITTEE REPORT: ----------------------------------------------------------------------------------------------------------------------------------------- 1. PW 2013-19 Tractor and Mower Purchase ❑ Approved: Y N ❑ Subject to ❑ Removed ❑ Bring back to Committee/future meeting ❑ Informational Item ❑ Notes ----------------------------------------------------------------------------------------------------------------------------------------- ECONOMIC DEVELOPMENT COMMITTEE REPORT: ----------------------------------------------------------------------------------------------------------------------------------------- 1. EDC 2013-13 Kendall Marketplace/Rob Roy Falls/City Land Swap Proposal ❑ Approved: Y N ❑ Subject to ❑ Removed ❑ Bring back to Committee/future meeting ❑ Informational Item ❑ Notes ----------------------------------------------------------------------------------------------------------------------------------------- REPORTS: ----------------------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------------------- ADDITIONAL BUSINESS: ----------------------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------------------- CITIZEN COMMENTS: ----------------------------------------------------------------------------------------------------------------------------------------- Reviewed By: Agenda Item Number •s► Legal ❑❑ Public Hearing#1 Finance EST. -� __ti 1838 Engineer ❑ -- City Administrator ■ Tracking Number Human Resources ❑ `=Q Community Development ■❑ PC 2013-03 Police ALE � Public Works ❑ Parks and Recreation ❑ Agenda Item Summary Memo Title: Veterans Way, LLC /Heartland Business Center Meeting and Date: City Council—April 23, 2013 Synopsis: See attached letter withdrawing application. Council Action Previously Taken: Date of Action: Action Taken: Item Number: Type of Vote Required: n/a Council Action Requested: n/a Submitted by: Krysti Barksdale-Noble Community Development Name Department Agenda Item Notes: LAW OFFICES OF Daniel J. Kramer DANIEL J.KRAMER 1107A SOUTH BRIDGE STREET KELLY A.HELLAND YORKVILLE,ILLINOIS 60560 D.J.KRAMER (630) 553-9500 Fax: (630) 553-5764 April 4, 2013 Krysti Barksdale-Noble United City of Yorkville Via E-mail: knoble @yorkville.il.us Re: Heartland Business Center PUD Amendment Application for Sign Dear Ms. Barksdale-Noble: Please be advised that in a meeting that was held this week on April 2, 2013, between the original developers of the Heartland Subdivision the Marker Family met together with James Ratos and Beri and Avani Patel the owners and operators of the Dairy Queen Facility. We came to a mutually agreeable sign resolution in that we propose to raise the existing sign at Dairy Queen to the same height requested by Mr. Ratos on the existing Dairy Queen sign which would then allow for accommodation of all business that have now gone into the Heartland Center, provide for additional new signage if the Marker Family is able develop or sell their existing vacant property, and still provides for all of the needs of Dairy Queen. We hereby agree to withdraw our Planned Unit Development Amendment Request if you will permit us to go ahead and modify the sign as proposed. The new signage will be the same height that Jim Ratos proposed for the Veterans Parkway Building with the Heartland Center Development, and will be added to the existing Dairy Queen Sign with the same type of brick structure. Thank you for your anticipated cooperation in this matter and if you give us the go ahead we will order the materials and install immediately. Should you have any questions please let me know. Very truly yours, Daniel J. Kramer Attorney at Law DWcth Reviewed By: Agenda Item Number 0 Legal ❑ CA#1 Finance ❑ EST. -� __ti 1838 Engineer ❑ -- City Administrator ❑ Tracking Number Human Resources ❑ Community Development : PS 2013-06 Police ALE � Public Works ❑ Parks and Recreation ❑ Agenda Item Summary Memo Title: Request to sell old vehicle Meeting and Date: City Council —April 23, 2013 Synopsis: We are requesting permission to sell a 2002 Chevrolet pickup truck. This vehicle was donated by the Trans Canada Railway to the Kendall County Special Response Team. We agreed to title the vehicle and insure it as part funding towards the team. Council Action Previously Taken: Date of Action: PS 4/4/13 Action Taken: Item Number: Type of Vote Required: Council Action Requested: Submitted by: Chief Richard Hart Police Name Department Agenda Item Notes: The SRT team is going to use the funds to put towards a new vehicle that Oswego P.D. has agreed to title and insure. Car` Yorkville Police Department Memorandum 804 Game Farm Road Esr. 1836 Yorkville, Illinois 60560 -mot Telephone: 630-553-4340 p 1 Fax: 630-553- 1141 'A O <CE Date : 03- 18- 13 To : Chief Hart # 101 From : Deputy Chief Larry Hilt # 103 Reference : Request permission to dispose of vehicle . Chief, Per our conversation, this memo is a request to dispose of a white 2002 Chevy Silverado using a company out of Oswego Illinois called AutoSmart. This vehicle was donated and is being used by S . R.T. It is titled and plated under the City of Yorkville. Sgt. Mikolasek received one prior quote from Coffman's Truck Sales for $2500 . 00 U . S . C . The money from the sale of this vehicle will go towards the purchase of a new S . R.T. vehicle . A copy of the consignment agreement is attached . Respectfully Submitted, Deputy Chief L. Hilt # 103 Larry Hilt From: AutoSmart [autosmartnetwork @gmail.com] Sent: Friday, March 15, 2013 9:20 AM To: Larry Hilt Subject: AutoSmart- Consignment Agreement Attachments: Letter of Consignment- City of Yorkville.jpg; Trade Evaluation.xls Good Morning, Attached is the consignment agreement for the 2002 Chevy Silverado and our evaluation. We have looked at the current market and feel that we could auction this truck for $3,500.00 at a dealer auction, minus any auction fees. We will list the truck on our web sites, E-bay, Craigslist, IL & IN truck and RV and local papers at $7,995. The following is an example of how our commission works: Selling Price $7,995 Min price - $3,500 $4,495 AutoSmart $2,247.50 Marketing Deposit -$250 AutoSmart $ 1,997.50 Yorkville $5,747.50 We will work with your office regarding the final selling price of the truck. Due to the condition and miles of the truck, we might have to lower the price of the vehicle to attract a buyer. We will contact you office to discuss any price reduction prior to us advertising the change. We look forward to working with you on this transaction and any future vehicles you have for disposal. If you have any questions, feel free to give us a call. Sincerely, Brian Caldwell —0 Auto` martNetw-ozLoom 39 Stonehill Road, Suite E Oswego, IL 60543 630.554.2285 r 0 CIP Reviewed By: Agenda Item Number J� $ 06 Legal ❑ CA#2 Finance ❑ ESL -� 1836 Engineer ❑ -_� City Administrator El Tracking Number .4 City y Human Resources El� wn sw _© Community Development ❑ PS 2013-07 � Police Public Works ❑ Parks and Recreation ❑ Agenda Item Summary Memo Title: Leads Online Proposal Meeting and Date: City Council—April 23, 2013 Synopsis: Council Action Previously Taken: Date of Action: PS 4/4/13 Action Taken: Item Number: Type of Vote Required: Council Action Requested: Submitted by: Chief Richard Hart Police Name Department Agenda Item Notes: Leads ' ' � Catching crooks and cooks since 2000 6900 Dallas Parkway , Suiie 825, Plano, Texas 75024 TF 800. 311 . 2656 T 972 .361 .0900 F 972 , 361 .0901 February 26, 2013 Detective John Hunter Yorkville Police Department 804 Game Farm Rd. Yorkville, IL 60560 Dear Det. Hunter, Thank you for looking into LeadsOnline. As you review this proposal, please also glance over the mission statement for the Yorkville Police Department. I believe you will find a direct correlation between the work we will do together in service to your community and the overall goals of your law enforcement agency. LeadsOnline is the nation's largest online investigative system used by law enforcement to solve crimes - from burglary to identity theft, homicide and narcotics. You will soon be joining more than 2,400 law enforcement agencies throughout Illinois and across America that have turned boxes and file drawers full of transaction records into useful data for solving crimes. As you probably know, LeadsOnline pays for itself through searches and reports containing timely information from within and outside your jurisdiction . Your investigators benefit by sharing actionable intelligence from surrounding jurisdictions and from other states. Together we can achieve your goals and bring a new level of success and confidence in working your criminal investigations. Here are 14 very good reasons to hire LeadsOnline to serve your criminal investigations division: 1 . Community vigilance/Citizen record keeling: LeadsOnline provides Reportlt, a free system for your residents to securely catalog photos, serial numbers, receipts and other documentation to identify property for accurate crime reporting in the event of theft. Reportlt is a tremendous community benefit. 2 . NCIC hit reports: Agencies spend staff hours keying serial numbers from pawn tickets to check for NCIC hits. LeadsOnline automatically reports these hits to you without the data entry. LeadsOnline keeps searching across the country night and day. Your costs are reduced with more crimes solved . 3 . National pawnshop/secondhand coverage: More than 25,000 businesses are reporting electronically, equipping you to find your suspects wherever they go. Unsolvable cases are now solvable. 4. Precious metal dealer reporting : Businesses of all kinds are now buying gold. With LeadsOnline, your agency can easily bring all of these dealers online at no additional cost. 5 . Metal theft investigations: Metal theft is highly destructive, and in many cases your community is stuck with the repair bill. LeadsOnline connects detectives directly with transaction information from scrap metal dealers to solve these crimes. 6. eBay First Responder Service: LeadsOnline provides instant access to the identity of eBay sellers in your financial crimes cases. http� // apa es eboy com/securitycenter ZLawEnforcementCenter htmI Confidential Information February 26, 2013 Leads ,, line Catching crooks and cooks since 2000 6900 Dallas Parkway , Suite 825 , Plano, Texas 75024 TF 800 . 31 1 . 2656 T 972 . 361 .0900 F 972 .361 . 0901 7. Stolen firearms: Stolen guns are found regularly via LeadsOnline and are then taken off of the streets. Your investigators will be equipped to recover weapons sold within and outside of your jurisdiction. 8. Property crimes: 88% of all Part 1 Crimes involve property. These are the crimes that most impact your community. LeadsOnline equips you with the tools to instill confidence among local residents. 9. Narcotics investigations: Property crimes are in direct correlation with narcotics offenses. Suspects steal property including copper and sell it to support illegal drug activity. Much of the enormous local drug problem is funded by crimes that can be solved each day by detectives using LeadsOnline. 10. Homicides/Major crimes: Homicides are solved regularly by detectives using LeadsOnline as violent criminals sell property linking them to their crimes. 11 . Statement Analysis ®: LeadsOnline not only helps identify your suspects, but also provides the Statement Analyzer to instantly identify words and phrases used by suspects to indicate deception . 12. LeadsOnline Sketches: LeadsOnline connects your agency with world-class law enforcement forensic artists who will interview your witness and provide a top-quality drawing in time for the local news. 13 . Unlimited training and support: Free ongoing training and support for law enforcement and reporting businesses. All support performed by American personnel in America. 14. Operational efficiency: LeadsOnline relieves some of the costs you incur today, effectively providing additional staff for more pressing functions. You will solve more crimes with the some personnel. References Listed below are a couple of the investigators who were once in your shoes and now use LeadsOnline in their criminal investigations. Feel free to contact them to ask about the level of service they receive. Paul Nelson Commander Aurora PD (630) 256-5510 Mike Scudiero Detective Melrose Park PD (708) 649-6124 Troy Musolf Detective Wheeling PD (847) 459-2644 Please understand that other agencies may or may not be able to answer specific product questions about specific features. Call me if there are technical questions that are still on your mind. With your support, we will work to do more for your investigators than has ever been done before. Sincerely, Jennifer Boniedot Account Executive Confidential Information February 26, 2013 Leads line Catching crooks and cooks since 2000 6900 Dallas Parkway , Suite 825, Plano , Texas 75024 TF 800 . 31 1 .2656 T 972.361 . 0900 F 972 . 361 .0901 20 13 PRICING SCHEDULE — YORKVILLE POLICE DEPARTMENT, IL Crook-Catching Capability FastFind TotalTrack PowerrPlus Reporting system for pawn/secondhand stores ✓ ✓ V Online reporting system for all precious metal dealers Unlimited accounts for authorized personnel ✓ V/ V/ Images of property, sellers, vehicles, V/ ✓ V thumbprints, etc. as provided by businesses Updates, training and support for agency personnel and reporting businesses Store monitor compliance tools ✓ V/ Reportlt citizen property inventory system ✓ V/ V/ NCIC automated stolen property, reports Statewide search access Nationwide search access Hit alerts to mobile phones V/ BOLO (continuous, saved) searches ; V/ 50 v/ 75 (364 First Responder Service Y/ V POI Inter agency communication system V/ 1,000 Y/ 2,000 Case Search system ✓ 25 ✓ 37 Statement Analyzer system Reporting system for scrap metal dealers National search access to scrap metal dealers CompStat mapping system Annual subscription $1 ,988 $2,238 $2,848 Optional: Three (3) LeadsOnline Sketches b/w $750 Geler41 , Pricing and terms presented will expire 45 days from date of proposal. A formal definitive agreement executed by both parties is required, the terms of which will supersede all prior communications and understandings. Confidential Information February 26, 2013 ,SAD Co. Reviewed By: Agenda Item Number i 0 01% Legal ■ CA#3 Finance ❑ EST. 1836 Engineer ❑ - City Administrator ■ Tracking Number "- Human Resources ❑ "$ �© Community Development ❑❑ PS 2013-09 Police ALE �► � Public Works ❑ Parks and Recreation ❑ Agenda Item Summary Memo Title: Ordinance Amending City Liquor Code Regarding Catering Licenses Meeting and Date: City Council—April 23, 2013 Synopsis: Code amendment to allow catering licenses to be issued to catering businesses located outside of Yorkville for private parties that are held at Hoover. Council Action Previously Taken: Date of Action: PS 4/4/13 Action Taken: Moved forward to City Council. Item Number: PS 2013-09 Type of Vote Required: Majority Council Action Requested: Approval Submitted by: Lisa Pickering Administration Name Department Agenda Item Notes: A request for this code amendment was received from the director of the Kendall County Forest Preserve District. Red-lined version 3-3-4: CLASSES OF LICENSES: CA - Catering. Authorizes the licensee to sell alcoholic liquor in connection with the operation of: a. A catering business with its business license location within the city to sell to the general public alcoholic liquor in its original packages only, for consumption at a private party in the city when the food for said parry is prepared by the licensee, or b. An existing class A-1 licensee with its existing license location in the city's B-2 business zoning district to sell alcoholic liquor during a live indoor entertainment event in the same zoning district, at which an admission fee is charged for that event,by service not in its original container, and with or without food service. c. A catering business with no business license location within the City to serve alcoholic liquor for consumption only on the premises of the Hoover Forest Preserve where food is catered by the Licensee and when the alcoholic liquor and food are served by the Licensee. The event shall not be open to the public nor shall there be an admission fee charged. The sale of alcoholic liquor shall be incidental to the food service. The catering business must furnish a copy of both their State of Illinois and a municipal catering liquor license. The .,ppfi ,,tie ° ^ra background check may sha4 be waived at the discretion of the Chief of Police if it can be confirmed that the issuing municipality performed proper background checks on the Licensee and the manager.-W li"of hee se. The licensee shall be required to comply with the City's dram shop insurance requirements. The license fee shall be seventy-five fAy dollars ($75-50.00 er da_y or five hundred dollars ($500.00)per year. All food and beverage sales made by the licensee shall be taxed as if made at the licensee's location of its business or existing liquor license. UNITED CITY OF YORKVILLE KENDALL COUNTY, ILLINOIS ORDINANCE NO. 2013- AN ORDINANCE AMENDING THE CODE OF ORDINANCES OF THE UNITED CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS, PROVIDING FOR LIQUOR CONTROL REGARDING CATERING LICENSES Passed by the City Council of the United City of Yorkville,Kendall County,Illinois This day of April,2013 Published in pamphlet form by the authority of the Mayor and City Council of the United City of Yorkville,Kendall County, Illinois on '2013. Ordinance No. 2013- AN ORDINANCE AMENDING THE CODE OF ORDINANCES OF THE UNITED CITY OF YORKVILLE,KENDALL COUNTY,ILLINOIS, PROVIDING FOR LIQUOR CONTROL REGARDING CATERING LICENSES WHEREAS, the United City of Yorkville (the "City") is a duly organized and validly existing non home-rule municipality created in accordance with the Constitution of the State of Illinois of 1970 and the laws of the State; and, WHEREAS, pursuant to section 514-1 of the Liquor Control Act of 1934, as amended, (235 ILCS 511-1 et seq.) the corporate authorities have the power to determine the number, kind and classification of liquor licenses and their fees; and the regulations for the sale of alcoholic beverages; and in addition pursuant to its powers to protect the public's health, welfare and safety this Ordinance is hereby adopted. NOW THEREFORE, BE IT ORDAINED by the Mayor and City Council of the United City of Yorkville, Kendall County, Illinois, as follows: Section 1. That Title 3, Chapter 3, Section 3-3-4A4, "CA license", of the Yorkville City Code, as amended, be and is hereby amended to read as follows: "CA— Catering. Authorizes the licensee to sell alcoholic liquor in connection with the operation of: a. A catering business with its business license location within the city to sell to the general public alcoholic liquor in its original packages only, for consumption at a private party in the city when the food for said party is prepared by the licensee, or b. An existing class A-1 licensee with its existing license location in the city's B-2 business zoning district to sell alcoholic liquor during a live indoor entertainment event in the same zoning district, at which an admission fee is charged for that event, by service not in its original container, and with or without food service. c. A catering business with no business license location within the City to serve alcoholic liquor for consumption only on the premises of the Hoover Forest Preserve where food is catered by the Licensee and when the alcoholic liquor and food are served by the Licensee. The event shall not be open to the public nor shall there be an admission fee charged. The sale of alcoholic liquor shall be incidental to the food service. The catering business must furnish a copy of both their State of Illinois and a municipal catering liquor license. The background check may be waived at the discretion of the Chief of Police if it can be confirmed that the issuing municipality performed proper background checks on the Licensee and the manager. The licensee shall be required to comply with the City's dram shop insurance requirements. The license fee shall be seventy-five dollars ($75.00)per day or five hundred dollars ($500.00)per year. All food and beverage sales made by the licensee shall be taxed as if made at the licensee's location of its business or existing liquor license. Section 2. This Ordinance shall be in full force and effect upon its passage, approval, and publication as provided by law. Ordinance No.2013- Page 2 Passed by the City Council of the United City of Yorkville, Kendall County, Illinois this Day of , A.D. 2013. CITY CLERK CARLO COLOSIMO KEN KOCH JACKIE MILSCHEWSKI LARRY KOT MARTY MUNNS CHRIS FUNKHOUSER ROSE ANN SPEARS DIANE TEELING Approved by me, as Mayor of the United City of Yorkville, Kendall County, Illinois, this Day of , A.D. 2013. MAYOR Ordinance No.2013- Page 3 Reviewed By: Agenda Item Number 606 Legal ❑ CA#4 Finance ❑ EST. -� __ti 1838 Engineer ❑ -- City Administrator ■ Tracking Number m Human Resources E]C�"Sad `=Q Community Development ❑❑ PS 2013-10 Police ALE ��' Public Works ❑ Parks and Recreation ❑ Agenda Item Summary Memo Title: Ordinance Amending City Liquor Code Regarding Events on City Property Meeting and Date: City Council—April 23, 2013 Synopsis: Code amendment to allow the liquor commissioner to be able to issue temporary liquor permits for special events held on city property. Council Action Previously Taken: Date of Action: PS 4/4/13 Action Taken: Forward to City Council for approval. Item Number: Type of Vote Required: Majority Council Action Requested: Approval Submitted by: Lisa Pickering Administration Name Department Agenda Item Notes: Red-lined Version 3-3-16: PROHIBITED ACTS: B. City Property; Special Event Permit, Temporary Permit: Any and all sales or consumption of alcoholic beverages on all city property and parks is strictly prohibited except when the city liquor control commissioner has issued a special event(SE)permit or a temporary permit_to the eity(Ord. 2007-55, 7- 24-2007) UNITED CITY OF YORKVILLE KENDALL COUNTY, ILLINOIS ORDINANCE NO. 2013- AN ORDINANCE AMENDING THE CODE OF ORDINANCES OF THE UNITED CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS, PROVIDING FOR LIQUOR CONTROL Passed by the City Council of the United City of Yorkville, Kendall County, Illinois This day of April, 2013 Published in pamphlet form by the authority of the Mayor and City Council of the United City of Yorkville, Kendall County, Illinois on , 2013. Ordinance No. 2013- AN ORDINANCE AMENDING THE CODE OF ORDINANCES OF THE UNITED CITY OF YORKVILLE,KENDALL COUNTY,ILLINOIS, PROVIDING FOR LIQUOR CONTROL WHEREAS, the United City of Yorkville (the "City") is a duly organized and validly existing non home-rule municipality created in accordance with the Constitution of the State of Illinois of 1970 and the laws of the State; and, WHEREAS, pursuant to section 514-1 of the Liquor Control Act of 1934, as amended, (235 ILCS 511-1 et seq.) the corporate authorities have the power to determine the number, kind and classification of liquor licenses and their fees; and the regulations for the sale of alcoholic beverages; and in addition pursuant to its powers to protect the public's health, welfare and safety this Ordinance is hereby adopted. NOW THEREFORE, BE IT ORDAINED by the Mayor and City Council of the United City of Yorkville, Kendall County, Illinois, as follows: Section 1. That Title 3, Chapter 3, Section 16, paragraph (B) of the United City of Yorkville Code of Ordinances is hereby amended by deleting subsection (B) in its entirety and replacing with the following: B. City Property; Special Event Permit, Temporary Permit: Any and all sales or consumption of alcoholic beverages on all city property and parks is strictly prohibited except when the city liquor control commissioner has issued a special event(SE)permit or a temporary permit. (Ord. 2007-55, 7-24-2007) Section 2. This Ordinance shall be in full force and effect upon its passage, approval, and publication as provided by law. Passed by the City Council of the United City of Yorkville, Kendall County, Illinois this Day of , A.D. 2013. CITY CLERK CARLO COLOSIMO KEN KOCH JACKIE MILSCHEWSKI LARRY KOT MARTY MUNNS CHRIS FUNKHOUSER ROSE ANN SPEARS DIANE TEELING Ordinance No.2013- Page 2 Approved by me, as Mayor of the United City of Yorkville, Kendall County, Illinois, this Day of , A.D. 2013. MAYOR Ordinance No.2013- Page 3 Reviewed By: Agenda Item Number 606 Legal ❑ CA#5 Finance ❑ EST. -� __ti 1838 Engineer ❑ -- City Administrator ❑ Tracking Number Human Resources ❑ Community Development PW 2013-13 Police ALE � Public Works 0 Parks and Recreation ❑ Agenda Item Summary Memo Title: Water Department Reports for January&February 2013 Meeting and Date: City Council —April 23, 2013 Synopsis: Monthly water reports that are submitted to the IEPA. Council Action Previously Taken: Date of Action: PW 4/16/13 Action Taken: Item Number: Type of Vote Required: Majority Council Action Requested: Approval Submitted by: Eric Dhuse Public Works Name Department Agenda Item Notes: o United City of Yorkville EST, � I "- % WATER DEPARTMENT REPORT t foil: cE N JANUARY 2013 MONTH / YEAR WELLS NO WELL DEPTH PUMP DEPTH WATER ABOVE PUMP THIS MONTH 'S PUMPAGE FEET FEET FEET GALLONS 3 1335 510 120 102,000 4 1393 542 480 19,921 ,000 7 1527 1125 430 6,519, 000 i 8 1384 840 360 61800,000 9 1368 861 463 51882,000 TOTAL 37,718,000 CURRENT MONTH 'S PUMPAGE IS 6384000 GALLONS more THAN LAST MONTH 5,688 000 GALLONS IeSS THAN LAST YEAR i I DAILY AVERAGE PUMPED : 1 , 216, 709 GALLONS DAILY MAXIMUM PUMPED : 1 ,594,000 GALLONS DAILY AVERAGE PER CAPITA USE : 71 . 57 GALLONS WATER TREATMENT: CHLORINE : 900 LBS . FED CALCULATED CONCENTRATION : 930 MG/L i FLUORIDE : 343 LBS . FED CALCULATED CONCENTRATION : . 21 MG/L POLYPHOSPHATE : 818 LBS , FED CALCULATED CONCENTRATION : . 34 MG/L WATER QUALITY: BACTERIOLOGICAL SAMPLES ANALYZED BY ILLINOIS ENVIRONMENTAL PROTECTION AGENCY : 18 SATISFACTORY _0_ UNSATISFACTORY ( EXPLAIN ) I FLUORIDE : 3 SAMPLE(S) TAKEN CONCENTRATION : 1 . 0 MG/L MAINTENANCE : NUMBER OF METERS REPLACED : 1 NUMBER OF LEAKS OR BREAKS REPAIRED : _1_ MXU'S : 12 NEW CUSTOMERS: RESIDENTIAL : 8 COMMERCIAL: 0 INDUSTRIAL/GOVERNMENTAL: _0 I COMMENTS: it United City of Yorkville EST ; � " WATER DEPARTMENT REPORT _ %36 '0, 11 i a o '<ce �� FEBRUARY 2013 MONTH / YEAR WELLS i E NO WELL DEPTH PUMP DEPTH WATER ABOVE PUMP THIS MONTH 'S PUMPAGE FEET FEET FEET GALLONS 3 1335 510 120 151,000 I 4 1393 542 480 18,781,000 i 7 1527 1125 430 51521, 000 8 1384 840 360 61037,000 9 1368 861 463 51482, 000 j TOTAL 33, 146,000 CURRENT MONTH 'S PUMPAGE IS 4, 572,000 GALLONS less THAN LAST MONTH 9, 269,000 GALLONS less THAN LAST YEAR i DAILY AVERAGE PUMPED : 1, 183785 GALLONS DAILY MAXIMUM PUMPED : 1400,000 GALLONS DAILY AVERAGE PER CAPITA USE : 69 .63 GALLONS I WATER TREATMENT: ! CHLORINE : 834 LBS . FED CALCULATED CONCENTRATION : 30 MG/L FLUORIDE : 256 LBS , FED CALCULATED CONCENTRATION : . 21 MG/ L POLYPHOSPHATE : 708 LBS . FED CALCULATED CONCENTRATION : . 34 MG/L i WATER QUALITY: BACTERIOLOGICAL SAMPLES ANALYZED BY ILLINOIS ENVIRONMENTAL PROTECTION AGENCY : 18 SATISFACTORY _0_ UNSATISFACTORY ( EXPLAIN ) FLUORIDE : 3 SAMPLE(S) TAKEN CONCENTRATION : 1 .0 MG/L MAINTENANCE : i NUMBER OF METERS REPLACED : 12 NUMBER OF LEAKS OR BREAKS REPAIRED : _1_ MXU 'S : 0 NEW CUSTOMERS: RESIDENTIAL : 2 COMMERCIAL: 0 INDUSTRIAL/GOVERNMENTAL: _0 I COMMENTS: 2/ 12/ 13 One main break repaired at 310 Blackberry Ct. 100,000 gallons lost. 0 CIP Reviewed By: Agenda Item Number J� $ 06 Legal ❑ CA#6 Finance ❑ ESL -� 1836 Engineer ■ -_� City Administrator ■ Tracking Number .4 City y Human Resources El� wn sw _© Community Development ❑ PW 2013-14 � Police ❑ Public Works ■ Parks and Recreation ❑ Agenda Item Summary Memo Title: River Road Bridge Meeting and Date: City Council—April 23, 2013 Synopsis: Authorization Approval Consideration Council Action Previously Taken: Date of Action: PW 4/16/13 Action Taken: Item Number: Type of Vote Required: Majority Council Action Requested: Consideration of Approval Submitted by: Brad Sanderson Engineering Name Department Agenda Item Notes: 0 Cl� 0 Memorandum To: Bart Olson, City Administrator EST. ill 1836 From: Brad Sanderson,EEI �NI CC: Eric Dhuse, Director of Public Works Q Krysti Barksdale-Noble, Community Dev. Dir. �LE� �� Lisa Pickering, Deputy City Clerk Date: March 26, 2013 Subject: River Road Bridge—Authorizations 4A, 6A, and 7 The purpose of this memo is to present Authorizations 4A, 6A, and 7 for the above referenced proj ect. An authorization, as defined by IDOT, is the written approval of a contract change and the written directive to the contractor to perform said work. By this definition, it alters the contract work from that awarded under the competitive bidding process. An Authorization of Contract Changes signed by the Regional Engineer signifies completed review of and support for the change proposed. Backsround• The State of Illinois and "D" Construction, Inc. entered into an agreement for a contract value of $1,463,662.55 for the above referenced project. Construction began on November 20, 2012 and will be completed in the upcoming construction season. The construction costs are being funded by 80 percent Federal participation and 20 percent local funds. The maximum federal participation amount is $1,742,000.00, inclusive of all change orders (authorizations) associated with this contract. Questions Presented: Should the City approve Authorizations No. 4A, 6A, and 7 the amount of$6,645.29? Discussion Authorization No. 4A is for additional effort to modify the alignment of the Blackberry Creek bypass pipe per request of the IDNR. Authorization No. 4A adds to previously completed work on the original approved Authorization No. 4. This additional work includes modifying the precast pipe bend in the field to match the new alignment and to add a concrete collar to the modified bend. Authorization No. 4A has a value of$4,249.45. Authorization No. 6A is for additional labor costs due to differing site conditions associated with the existing dam. A large quantity of unexpected water entered the coffer dam excavation for the dam extension through timbers utilized in the construction of the existing dam. Authorization No. 6A adds to previously completed work on the original approved Authorization No. 6. Since a separate pour was added to mitigate the water in Authorization 6, a keyway was added to this pour per approved modified plans. The labor for this keyway is accounted for in Authorization No. 6A. Authorization No. 6A has a value of$2,016.73. Authorization No. 7 is for additional labor to maintain machinery during winter months. Weekend maintenance on pumps, compressors and generators was required to keep this machinery from freezing during the cold weather. Authorization No. 7 has a value of$397.11. The net change to date of total authorizations is $50,834.06, which is a 3.47% increase to the original contract value; a revised contract value to date of $1,514,496.61. As such, the City's responsibility for the contract additions is the 20% share, or$10,166.81. We have attached MOT form BC-22 for Authorizations No. 4A, 6A, and 7 for your information. All authorizations have a pre-approval from the IDOT District 3 Local Agency Bureau of Construction Engineer. We are recommending approval of the Authorizations. Action Required: Consideration of approval from the City Council for Authorizations 4A, 6A, and 7. Illinois Department Authorization No. 4 A Authorization of of Transportation Sheet 1 of 1 Contract Changes Date: 03/26/2013 ❑ Contract Adjustment EVI FHWA-Exempt County: Kendall ❑ Change Order ❑ Non-Exempt Section: 08-00036-00-BR ❑d Consultant ❑ Major Change Route F.A.U.3799(River Road) ❑ InHouse ❑� Minor Change District: 03 Contract: 87509 Job No.: C9303812 Consultant's Name: Engineering Enterprises, Inc Project No.: BRM-9003(883) Contractor: D Construction, Inc Address: 1488 South Broadway Coal City IL 60416- The following change from the plans in the construction of the above designated section of highway improvement is authorized and directed.The estimated quantities are shown below at the awarded contract prices except as indicated.The first addition of an item not in the original contract under the fund type or county is indicated by an asterisk. Item No. * Cat I Pay Item Unit QuantitylI Unit Price A/D Addition) Deduction FA;I ID: L10EU01 CCS Code 093001] * � FRC00400 — i 33 BYPASS I RE IZEALIGNMEN DOLLAR 4,24 .450 1.0000 A $4,249.45 $0.00 Amount of Original Contract: $1,463,662.55 Totals: $4,249.45 $0.00 Net Change To Date $48,438.22 Percent Change: 3.31% Net Change: 4,249.45 Project Location: THE STATE OF ILLINOIS By the Department of Transportation Description This authorization covers additional effort required to and Reason: modify the alignment of the 48"bypass pipe to outlet through the existing dam,per request of the IDNR. As Ann L. Schneider,Secretary Date part of the re-alignment,the pipe bend needed to be modified in the field and a pipe collar constructed. Determination: (G2)The undersigned determine that the change is Matthew R. Hughes, Director of F&A Date germane to the original contract as signed,because work of this type was included in the original contract, and the additional efforts of this work are within the intent of the contract and Departmental policy Ellen Schanzle-Haskins,Chief Counsel Date Date Deputy Director Division of Highways Regional Engineer Supervisor: Herb Jung - Supervisor Date Date Engineer of Construction Resident: Bart Olson Date Director of Highways Chief Engineer Resident Date FHWA Acceptable to Proceed: 1 Yes L No FHWA Participation: ❑ Yes J No FHWA Representative Date Print Date: 03/26/2013 BC 22 (Rev. 01/12) Illinois Department Authorization No. 6 A Authorization of Transportation Sheet 1 of 1 Contract Changes Date: 03/26/2013 ❑d Contract Adjustment �/❑ FHWA-Exempt County: Kendall ❑ Change Order ❑ Non-Exempt Section: 08-00036-00-BR ❑d Consultant ❑ Major Change Route F.A.U.3799(River Road) [f Minor Change District: 03 InHouse _ Contract: 87509 Job No.: C9303812 Consultant's Name: Engineering Enterprises, Inc Project No.: BRM-9003(883) Contractor: D Construction, Inc Address: 1488 South Broadway Coal City IL 60416- The following change from the plans in the construction of the above designated section of highway improvement is authorized and directed.The estimated quantities are shown below at the awarded contract prices except as indicated.The first addition of an item not in the original contract under the fund type or county is indicated by an asterisk. (Item No. * Cat I Pay Item iUnit I Quantityl Unit PricelA/D Addition Deduction FAS ID: LlCEU01 CCS Code 093001 FRC00600 33 COFFER DAM WATER MMG DOLLAR 2,016.730 1.0000 A $2,016.73 $0.00 Amount of Original Contract: $1,463,662.55 Totals: $2,016.73 $0.00 Net Change To Date $50,454.95 Percent Change: 3.45% Net Change: 2,016.73 Project Location: THE STATE OF ILLINOIS By the Department of Transportation Description A Keyway was added to the modified dam extension per and Reason: approved modified dam pour. Authorization 6A covers additional effort involved with constructing the keyway. Ann L. Schneider,Secretary Date Structure was broken up into two pours to mitigate water coming through the walls and timber of the existing dam. Determination: (G3)The undersigned determine that the change is Matthew R. Hughes, Director of F&A Date germane to the original contract as signed,because the change represents an adjustment required by the contract,based on unpredictable developments in the work. Ellen Schanzle-Haskins,Chief Counsel Date Date Deputy Director Division of Highways Regional Engineer Supervisor: Herb Jung Supervisor Date Date Engineer of Construction Resident: Bart Olson Date Director of Highways Chief Engineer Resident Date FHWA Acceptable to Proceed: ❑ yes ❑ No FHWA Participation: ❑ yes ❑ No FHWA Representative Date Print Date: 03/26/2013 BC 22 (Rev. 01/12) !f Illinois Department Authorization No. 7 Authorization of of Transportation Sheet 1 of 1 Contract Changes Date: 03/26/2013 �V Contract Adjustment ❑ FHWA-Exempt County: Kendall ❑ Change Order ❑ Non-Exempt Section: 08-00036-00-BR Consultant ❑ Major Change Route F.A.U.3799(River Road) ❑ InHouse ❑d Minor Change District: 03 Contract: 87509 Job No.: C9303812 Consultant's Name: Engineering Enterprises, Inc Project No.: BRM-9003(883) Contractor: D Construction, Inc Address: 1488 South Broadway Coal City IL 60416- The following change from the plans in the construction of the above designated section of highway improvement is authorized and directed.The estimated quantities are shown below at the awarded contract prices except as indicated.The first addition of an item not in the original contract under the fund type or county is indicated by an asterisk. f Item No. * Cat Pay Item I Unit Quantity Unit Price AID Addition Deduction FA ID: L10EU01 CCS Code 093001 FRC00700 33 WINTERIZATION MAINTENA I DOLLAR 379.110 1.0000 A $379.11 $0.00 Amount of Original Contract: $1,463,662.55 Totals: $379.11 $0.00 Net Change To Date $50,834.06 Percent Change: 3.47% Net Change: 379.11 Project Location: , THE STATE OF ILLINOIS By the Department of Transportation Description This authorization covers additional required to continue and Reason: work during winter months outside of working day requirements. Since the project incurred utility delays, D Ann L. Schneider,Secretary Date Construction was forced to start late and work through the winter. Additional labor was required to maintain Determination: (G1)The undersigned determine that the change is Matthew R. Hughes, Director of F&A Date germane to the original contract as signed,because provision for this work is included in the original contract. Ellen Schanzle-Haskins,Chief Counsel Date Date Deputy Director Division of Highways Regional Engineer Supervisor: Herb Jung Supervisor Date Date Engineer of Construction Resident: Bart Olson Date Director of Highways Chief Engineer Resident Date FHWA Acceptable to Proceed: ❑ yes I No FHWA Participation: 1 1, yes ❑ No FHWA Representative Date Print Date: 03/26/2013 BC 22 (Rev. 01/12) 0 CIP Reviewed By: Agenda Item Number J� $ 06 Legal ❑ CA#7 Finance ❑ ESL -� 1836 Engineer ■ -_� City Administrator ■ Tracking Number .4 City y Human Resources El� wn sw _© Community Development ■ PW 2013-15 � Police ❑ Public Works ■ Parks and Recreation ❑ Agenda Item Summary Memo Title: 2013 Road Program Meeting and Date: City Council—April 23, 2013 Synopsis: Contract Consideration Council Action Previously Taken: Date of Action: PW 4/16/13 Action Taken: Item Number: Type of Vote Required: Majority Council Action Requested: Consideration of Approval Submitted by: Brad Sanderson Engineering Name Department Agenda Item Notes: 2013 Road Program United City of Yorkville, Kendall County, IL Professional Services Agreement-Design and Construction Engineering THIS AGREEMENT, by and between the United City of Yorkville, hereinafter referred to as the "City" or"OWNER" and Engineering Enterprises, Inc. hereinafter referred to as the "Contractor" or`ENGINEER" agrees as follows: A. Services: ENGINEER agrees to furnish to the City the following services: The ENGINEER shall provide any and all necessary engineering services to the City as indicated on the included Attachment A. Design engineering for all roadways indicated on Attachment D will be provided; additionally construction engineering will be provided for all roadways on Attachment D that can be included without exceeding the approved 2013 Roadway Program budget. All Engineering will be in accordance with all City and Illinois Department of Transportation requirements. B. Term: Services will be provided beginning on the date of execution of this agreement and continuing, until terminated by either parry upon 7 days written notice to the non- terminating party or upon completion of the Services. Upon termination the ENGINEER shall be compensated for all work performed for the City prior to termination. C. Compensation and maximum amounts due to ENGINEER: ENGINEER shall receive as compensation for all work and services to be performed herein, an amount based on the Estimate of Level of Effort and Associated Cost included in Attachment B. Design Engineering will be paid for as a Lump Sum in the amount of $57,698.00 and Construction Engineering will be paid for hourly at the actual rates for services to be performed, currently estimated at $84,986.00. The hourly rates for this project are shown in the attached 2013 Standard Schedule of Charges. All payments will be made according to the Illinois State Prompt Payment Act and not less than once every thirty days. D. Changes in Rates of Compensation: In the event that this contract is designated in Section B hereof as an Ongoing Contract, ENGINEER, on or before February 1 st of any given year, shall provide written notice of any change in the rates specified in Section C hereof(or on any attachments hereto) and said changes shall only be effective on and after May 1 st of that same year. 2013 Road Program United City of Yorkville Professional Services Agreement Design and Construction Engineering E. Ownership of Records and Documents: ENGINEER agrees that all books and records and other recorded information developed specifically in connection with this agreement shall remain the property of the City. ENGINEER agrees to keep such information confidential and not to disclose or disseminate the information to third parties without the consent of the City. This confidentiality shall not apply to material or information, which would otherwise be subject to public disclosure through the freedom of information act or if already previously disclosed by a third party. Upon termination of this agreement, ENGINEER agrees to return all such materials to the City. The City agrees not to modify any original documents produced by ENGINEER without contractors consent. Modifications of any signed duplicate original document not authorized by ENGINEER will be at OWNER'S sole risk and without legal liability to the ENGINEER. Use of any incomplete, unsigned document will, likewise, be at the OWNER's sole risk and without legal liability to the ENGINEER. F. Governing Law: This contract shall be governed and construed in accordance with the laws of the State of Illinois. Venue shall be in Kendall County, Illinois. G. Independent Contractor: ENGINEER shall have sole control over the manner and means of providing the work and services performed under this agreement. The City's relationship to the ENGINEER under this agreement shall be that of an independent contractor. ENGINEER will not be considered an employee to the City for any purpose. H. Certifications: Employment Status : The Contractor certifies that if any of its personnel are an employee of the State of Illinois, they have permission from their employer to perform the service. Anti-Bribery : The Contractor certifies it is not barred under 30 Illinois Compiled Statutes 500/50-5(a) - (d) from contracting as a result of a conviction for or admission of bribery or attempted bribery of an officer or employee of the State of Illinois or any other state. Loan Default: If the Contractor is an individual, the Contractor certifies that he/she is not in default for a period of six months or more in an amount of $600 or more on the repayment of any educational loan guaranteed by the Illinois State Scholarship Commission made by an Illinois institution of higher education or any other loan made from public funds for the purpose of financing higher education(5 ILCS 385/3). 2013 Road Program United City of Yorkville Professional Services Agreement Design and Construction Engineering Felony Certification: The Contractor certifies that it is not barred pursuant to 30 Illinois Compiled Statutes 500150-10 from conducting business with the State of Illinois or any agency as a result of being convicted of a felony. Barred from Contracting : The Contractor certifies that it has not been barred from contracting as a result of a conviction for bid-rigging or bid rotating under 720 Illinois Compiled Statutes 5/33E or similar law of another state. Drug Free Workplace: The Contractor certifies that it is in compliance with the Drug Free Workplace Act (30 Illinois Compiled Statutes 580) as of the effective date of this contract. The Drug Free Workplace Act requires, in part, that Contractors, with 25 or more employees certify and agree to take steps to ensure a drug free workplace by informing employees of the dangers of drug abuse, of the availability of any treatment or assistance program, of prohibited activities and of sanctions that will be imposed for violations; and that individuals with contracts certify that they will not engage in the manufacture, distribution, dispensation, possession, or use of a controlled substance in the performance of the contract. Non-Discrimination, Certification, and Equal Employment Opportunity : The Contractor agrees to comply with applicable provisions of the Illinois Human Rights Act (775 Illinois Compiled Statutes 5), the U.S. Civil Rights Act, the Americans with Disabilities Act, Section 504 of the U.S. Rehabilitation Act and the rules applicable to each. The equal opportunity clause of Section 750.10 of the Illinois Department of Human Rights Rules is specifically incorporated herein. The Contractor shall comply with Executive Order 11246, entitled Equal Employment Opportunity, as amended by Executive Order 11375, and as supplemented by U.S. Department of Labor regulations (41 C.F.R. Chapter 60). The Contractor agrees to incorporate this clause into all subcontracts under this Contract. International Boycott: The Contractor certifies that neither it nor any substantially owned affiliated company is participating or shall participate in an international boycott in violation of the provisions of the U.S. Export Administration Act of 1979 or the regulations of the U.S. Department of Commerce promulgated under that Act (30 ILCS 582). Record Retention and Audits: If 30 Illinois Compiled Statutes 500/20-65 requires the Contractor (and any subcontractors) to maintain, for a period of 3 years after the later of the date of completion of this Contract or the date of final payment under the Contract, all books and records relating to the performance of the Contract and necessary to support amounts charged to the City under the Contract. The Contract and all books and records related to the Contract shall be available for review and audit by the City and the Illinois Auditor General. If this Contract is funded from contract/grant funds provided by the U.S. Government, the Contract, books, and records shall be available for review and audit by the Comptroller General of the U.S. and/or the Inspector General of the federal 2013 Road Program United City of Yorkville Professional Services Agreement Design and Construction Engineering sponsoring agency. The Contractor agrees to cooperate fully with any audit and to provide full access to all relevant materials. United States Resident Certification: (This certification must be included in all contracts involving personal services by non-resident aliens and foreign entities in accordance with requirements imposed by the Internal Revenue Services for withholding and reporting federal income taxes.) The Contractor certifies that he/she is a: x United States Citizen Resident Alien Non-Resident Alien The Internal Revenue Service requires that taxes be withheld on payments made to non resident aliens for the performance of personal services at the rate of 30%. Tax Payer Certification : Under penalties of perjury, the Contractor certifies that its Federal Tax Payer Identification Number or Social Security Number is (provided separately) and is doing business as a (check one): Individual Real Estate Agent Sole Proprietorship Government Entity Partnership Tax Exempt Organization (IRC 501(a) only) x Corporation Not for Profit Corporation Trust or Estate Medical and Health Care Services Provider Corp. L Indemnification: ENGINEER shall indemnify and hold harmless the City and City's agents, servants, and employees against all loss, damage, and expense which it may sustain or for which it will become liable on account of injury to or death of persons, or on account of damage to or destruction of property resulting from the performance of work under this agreement by ENGINEER or its Subcontractors, or due to or arising in any manner from the wrongful act or negligence of ENGINEER or its Subcontractors of any employee of any of them. In the event that the either party shall bring any suit, cause of action or counterclaim against the other party, the non-prevailing party shall pay to the prevailing party the cost and expenses incurred to answer and/or defend such action, including reasonable attorney fees and court costs. In no event shall the either party indemnify any other party for the consequences of that party's negligence, including failure to follow the ENGINEER's recommendations. J. Insurance : The ENGINEER agrees that it has either attached a copy of all required insurance certificates or that said insurance is not required due to the nature and extent of the types of services rendered hereunder. (Not applicable as having been previously supplied) K. Additional Terms or Modification: The terms of this agreement shall be further modified as provided on the attachments. Except for those terms included on the attachments, no additional terms are included as a part of this agreement. All prior understandings and agreements between the parties are merged into this agreement, and this agreement may not be modified orally or in any 2013 Road Program United City of Yorkville Professional Services Agreement Design and Construction Engineering manner other than by an agreement in writing signed by both parties. In the event that any provisions of this agreement shall be held to be invalid or unenforceable, the remaining provisions shall be valid and binding on the parties. The list of attachments are as follows: Attachment A: Scope of Services Attachment B: Estimated Level of Effort and Associated Cost Attachment C: Anticipated Project Schedule Attachment D: Location Map Attachment E: 2013 Standard Schedule of Charges L. Notices: All notices required to be given under the terms of this agreement shall be given mail, addressed to the parties as follows: For the City: For the ENGINEER: City Administrator and City Clerk Engineering Enterprises, Inc. United City of Yorkville 52 Wheeler Road 800 Game Farm Road Sugar Grove Illinois 60554 Yorkville, IL 60560 Either of the parties may designate in writing from time to time substitute addresses or persons in connection with required notices. Agreed to this day of , 2013. United City of Yorkville: Engineering Enterprises, Inc.: Gary Golinski Brad Sanderson, P.E. Mayor Vice President Beth Warren Angie Ford City Clerk Executive Assistant 2013 Road Program United City of Yorkville Kendall County, IL Professional Services Agreement-Design and Construction Engineering Attachment A— Scope of Services Design Engineering: • Process required documents with the Illinois Department of Transportation for Motor Fuel Tax Projects including: • Section Number Request • BLR09111 -Resolution • BLR11510-Preliminary Estimate of Cost • Coordinate and develop with City Staff the final scope of improvements • Obtain,review and inventory existing utility,roadway,right-of-way,ownership, soil data, etc. • Obtain utility information to identify potential conflicts • Obtain geotechnical site data, consisting of pavement cores taken every 300-500 feet; confirm pavement design and rehabilitation methodology • Prepare MFT Construction Section bid package, and ancillary documents,including: • BLR12210-Cover • BLR12220-Notice to Bidders • BLR12221 -Proposal • BLR12222- Schedule of Prices • BLR12223 - Signatures • BLR12230-Bid Bond Form • BLR12325 -Apprenticeship Certification • BC57-Affidavit of Availability • Special Provisions • Prevailing Wage • Local Roads Special Provisions/Checksheets • District Special Provisions • Bureau of Design and Environment Special Provisions/Checksheets • City Provisions&Details • Existing/Proposed Typical Cross Sections • Plan View Exhibits(when necessary) • Profile View Exhibits(when necessary) • Cross sections at 50-100 foot intervals(when necessary) • Highway Standards • Coordinate IDOT and City review, including revisions and approval • Prepare preliminary and final cost estimates • Prepare a final estimate of work days and construction schedule • Assist in bidding, contractor/bid evaluations, contract preparation and additional contract administration as required; facilitate IDOT approval of Contract • Attend public meetings with Staff to review design progress • Attend the Pre-Construction Conference with the Contractor • Provide all bid packages in 8 ''/z" x 11'/z" format (I V x 17" for any required plan sheets in the bid package) • Provide planning/design/construction schedule and frequent updates regarding any potential items affecting the schedule 2013 Road Program United City of Yorkville Professional Services Agreement Design and Construction Engineering Attachment A-Scope of Services Construction Engineering: • Provide resident engineering for on-site observation • Daily documentation of work tasks and calculation of installed pay items • Monitor adherence to specifications • Gather material inspection and coordinate any required testing on behalf of the City • Provide guidance to the contractor when questions arise during construction • Prepare/verify payment estimates • Gather certified payrolls and waivers of lien • Provide information to residents as required • Perform punch list inspections, provide follow up inspections and recommend acceptance when appropriate • Communicate activities with City weekly, or as required based on onsite activities • Prepare necessary IDOT closeout paperwork Roadways Included: • McHugh Road,E. Main Street to N. of E. Spring Street • E. Somonauk Street, Colton Street to McHugh Road • Bristol Avenue,E. Somonauk Road to North End • Walnut Street,Route 47 to City Limits • Leisure Street, Prairie Lane to Sunset Avenue • W. Van Emmon, S. Main Street to State Street • W. Hydraulic Avenue, Morgan Street to West End • Jackson Street, Bristol Avenue to Freemont Street The last four roadways will be fully designed; the actual construction will depend on final design and awarded project cost; in the event that they cannot be constructed due to funding limitations, the designs for any roadways not constructed will be carried over and incorporated into the 2014 Road Program for construction. ATTACHMENT B -ESTIMATE OF LEVEL OF EFFORT AND ASSOCIATED COST PROFESSIONAL ENGINEERING SERVICES 2013 ROAD PROGRAM United City of Yorkville,IL ENTITY: ENGINEERING SURVEYING DRAFTING AD MIN. WORK PRINCIPAL SENIOR SENIOR SENIOR ITEM COST WORK PROJECT ROLE: IN PROJECT PROJECT PROJECT PROJECT PROJECT PROJECT CAD PROJECT HOUR PER ITEM CHARGE MANAGER ENGINEER ENGINEER MANAGER SURVEYOR I TECHNICIAN MANAGER TECHNICIAN ADMIN. SUMM, ITEM FINAL ENGINEERING NO. WORK ITEM HOURLY RATE: $171 $150 $129 $177 $150 $129 $141 $150 $117 $78 2.1 Project Management and Administration 16 32 48 $ 7,536 2.2 Project Meetings 8 8 4 4 24 $ 3,552 2.3 Geotechnical Investigation Coordination,Field Work,Review Report) 4 4 8 $ 1,116 2.4 Analyze/Finalize Roadway Rehabilitation Methods 4 4 8 $ 1,116 2.5 Private Utility Coordination 2 S 10 $ 1,236 2.6 Site Review,Identification of Required Improvements 40 2 42 $ 6,156 2.7 Prepare Pre-Final Plans/Exhibits-50% 2 40 16 58 $ 8,214 2.8 Submit Pre-Final Plans to Utilities 4 4 8 $ 1,116 2.9 Prepare Pre-Final Plans/Exhibits and Bid Package-90% 60 8 16 84 $ 11,808 2.10 Prepare Engineers Opinion of Probable Construction Cost-90% 4 8 8 20 $ 2,568 2.11 Submit Bid Package for IDOT Review 4 4 8 $ 1,116 2.12 Revise and Resubmit Bid Package for DOT Approval/Advertisement 24 8 16 48 $ 6,408 2.13 Bidding and Contracting 4 8 8 20 $ 2,256 Final Engineering Subtotal: 26 230 36 36 - - - 48 10 386 54,198 CONSTRUCTION ENGINEERING 3.1 lContract Administration 81 36 1 1 60 1 1 1 1 1 1 11 104 1 $ 13,788 3.2 1construction Layout 4 40 44 $ 5,280 3.3 jObservation and Documentation 8 36 450 494 $ 59,418 Construction Engineering Subtotal: 16 76 550 642 78,486 DIRECT EXPENSES LABOR SUMMARY Printing= $ 500 Engineering Expenses= $ 126,288 Supplies&Misc.= $ Surveying -Ex enses= $ Geotechnical Rubino= $ 311,000 Draftin Ex enses= $ 5,616 Material Testing(Rubino)= $ 6,500 Administrative Expenses= $ 780 TOTAL LABOR EXPENSES= $ 132,684 DIRECT EXPENSES= $ 10,000 y . 1.-1-11-13-314 11011a e.F.--Ill na]i I.m ATTACHMENT C: tt►ngEtterprfses fnc. PROJECT 0 UNITED CITY ROAD PROGRAM OF •RKVILLE,KENDALL COUNTY, WORK Year: 2013 ITEM Month: I May June July August September October November NO. WORK ITEM Week Starting: 7 14 21 28 5 12 19 26 2 9 16 23 30 7 14 21 28 4 11 18 25 1 8 15 22 29 6 13 20 27 17 24 FINAL DESIGN ENGINEERING ®Project Management and Administration �.■.■.........■......■■...■...■........� 2.2 Project Meetings 2.3 Geotechnical Investigation(Coordination,Field Work,Review Report) 2.4 Analyze/Finalize Roadway Rehabilitation Methods 2.5 Private Utility Coordination 2.6 Site Review,Identification of Required Improvements 2.7 Prepare Pre-Final Plans/Exhibits-50% 2.8 ' ■■■■■■■■ ■■II■■■■■■■■■■■■■■■■■■■■■■■■■■■■■ �' ''• - 90' ■■■■■■■■■ il■■■■■■■■■■■■■■■■■■■■■■■■■■■■■ 2.10 Prepare Engineer's Opinion of Probable Construction Cost-90% 2.11 ISubmit Bid Package for IDOT Review;IDOT Review 2.12 Revise and Resubmit Bid Package for IDOT Approval/Advertisement 2.13 Bidding and Contracting NEICONSTRUCTION ENGINEERING 3.1 Contract Administration �...■...■....�...�■............F ..� 3:? 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Standard Schedule of Charges January 1,2013 EMPLOYEE DESIGNATION CLASSIFICATION HOURLY RATE Senior Principal E-4 $171.00 Principal E-3 $171.00 Senior Project Manager E-2 $165.00 Project Manager E-1 $150.00 Senior Project Engineer/Planner/Surveyor II P-6 $138.00 Senior Project Engineer/Planner/Surveyor I P-5 $129.00 Project Engineer/Planner/Surveyor P-4 $117.00 Senior Engineer/Planner/Surveyor P-3 $108.00 Engineer/Planner/Surveyor P-2 $ 99.00 Associate Engineer/Planner/Surveyor P-1 $ 88.00 Senior Project Technician II T-6 $129.00 Senior Project Technician I T-5 $117.00 Project Technician T-4 $108.00 Senior Technician T-3 $ 99.00 Technician T-2 $ 88.00 Associate Technician T-1 $ 78.00 Administrative Assistant A-3 $ 78.00 CREW RATES,VEHICLES AND REPROGRAPHICS 1 Man Field Crew with Standard Survey Equipment $141.00 2 Man Field Crew with Standard Survey Equipment $219.00 1 Man Field Crew with RTS or GPS* $174.00 2 Man Field Crew with RTS or GPS* $252.00 Vehicle for Construction Observation $15.00 In-House Scanning and Reproduction $0.25/Sq.Ft.(Black&White) $1.00/Sq.Ft.(Color) *RTS=Robotic Total Station/GPS=Global Positioning System Road,52 Wheeler • 60554 1 11 1 / • 0 CIP Reviewed By: Agenda Item Number J� $ 06 Legal ❑ CA#8 Finance ❑ ESL -� 1836 Engineer ■ -_� City Administrator ■ Tracking Number .4 City y Human Resources El� wn sw _© Community Development ❑ PW 2013-16 � Police ❑ Public Works ■ Parks and Recreation ❑ Agenda Item Summary Memo Title: Bristol Avenue Water Main Improvements Meeting and Date: City Council—April 23, 2013 Synopsis: Contract Consideration Council Action Previously Taken: Date of Action: PW 4/16/13 Action Taken: Item Number: Type of Vote Required: Majority Council Action Requested: Consideration of Approval Submitted by: Brad Sanderson Engineering Name Department Agenda Item Notes: Bristol Avenue Water Main Improvements United City of Yorkville, Kendall County, IL Professional Services Agreement- Design and Construction Engineering THIS AGREEMENT, by and between the United City of Yorkville, hereinafter referred to as the "City" or "OWNER" and Engineering Enterprises, Inc. hereinafter referred to as the "Contractor" or"ENGINEER" agrees as follows: A. Services: ENGINEER agrees to furnish to the City the following services: The ENGINEER shall provide any and all necessary engineering services to the City as indicated on the included exhibits. Design and Construction engineering will be provided for approximately 1100 linear feet of 8-inch water main on Bristol Avenue (see Exhibit 5 for project limits). Engineering will be in accordance with all City, Illinois Department of Transportation, and Illinois Environmental Protection Agency requirements. B. Term: Services will be provided beginning on the date of execution of this agreement and continuing, until terminated by either party upon 7 days written notice to the non- terminating party or upon completion of the Services. Upon termination the ENGINEER shall be compensated for all work performed for the City prior to termination. C. Compensation and maximum amounts due to ENGINEER: ENGINEER shall receive as compensation for all work and services to be performed herein, an amount based on the Estimate of Level of Effort and Associated Cost included in Exhibit 3. Design Engineering will be paid for as a Fixed Fee (FF) in the amount of $19,500.00 and Construction Engineering will be paid for Hourly (HR) at the actual rates for services to be performed, currently estimated at $22,143.00. The hourly rates for this project are shown in the attached 2013 Standard Schedule of Charges (Exhibit 6). All payments will be made according to the Illinois State Prompt Payment Act and not less than once every thirty days. D. Changes in Rates of Compensation: In the event that this contract is designated in Section B hereof as an Ongoing Contract, ENGINEER, on or before February I st of any given year, shall provide written notice of any change in the rates specified in Section C hereof(or on any attachments hereto) and said changes shall only be effective on and after May I st of that same year. Bristol Avenue Water Main Improvements United City of Yorkville Professional Services Agreement Design and Construction Engineering E. Ownership of Records and Documents: ENGINEER agrees that all books and records and other recorded information developed specifically in connection with this agreement shall remain the property of the City. ENGINEER agrees to keep such information confidential and not to disclose or disseminate the information to third parties without the consent of the City. This confidentiality shall not apply to material or information, which would otherwise be subject to public disclosure through the freedom of information act or if already previously disclosed by a third party. Upon termination of this agreement, ENGINEER agrees to return all such materials to the City. The City agrees not to modify any original documents produced by ENGINEER without contractors consent. Modifications of any signed duplicate original document not authorized by ENGINEER will be at OWNER's sole risk and without legal liability to the ENGINEER. Use of any incomplete, unsigned document will, likewise, be at the OWNER's sole risk and without legal liability to the ENGINEER. F. Governing Law: This contract shall be governed and construed in accordance with the laws of the State of Illinois. Venue shall be in Kendall County, Illinois. G. Independent Contractor: ENGINEER shall have sole control over the manner and means of providing the work and services performed under this agreement. The City's relationship to the ENGINEER under this agreement shall be that of an independent contractor. ENGINEER will not be considered an employee to the City for any purpose. H. Certifications: Employment Status: The Contractor certifies that if any of its personnel are an employee of the State of Illinois, they have permission from their employer to perform the service. Anti-Bribery : The Contractor certifies it is not barred under 30 Illinois Compiled Statutes 500/50-5(a) - (d) from contracting as a result of a conviction for or admission of bribery or attempted bribery of an officer or employee of the State of Illinois or any other state. Loan Default: If the Contractor is an individual, the Contractor certifies that he/she is not in default for a period of six months or more in an amount of $600 or more on the repayment of any educational loan guaranteed by the Illinois State Scholarship Commission made by an Illinois institution of higher education or any other loan made from public funds for the purpose of financing higher education(5 ILCS 385/3). Bristol Avenue Water Main Improvements United City of Yorkville Professional Services Agreement Design and Construction Engineering Felony Certification: The Contractor certifies that it is not barred pursuant to 30 Illinois Compiled Statutes 500150-10 from conducting business with the State of Illinois or any agency as a result of being convicted of a felony. Barred from Contracting : The Contractor certifies that it has not been barred from contracting as a result of a conviction for bid-rigging or bid rotating under 720 Illinois Compiled Statutes 5/33E or similar law of another state. Drug Free Workplace: The Contractor certifies that it is in compliance with the Drug Free Workplace Act (30 Illinois Compiled Statutes 580) as of the effective date of this contract. The Drug Free Workplace Act requires, in part, that Contractors, with 25 or more employees certify and agree to take steps to ensure a drug free workplace by informing employees of the dangers of drug abuse, of the availability of any treatment or assistance program, of prohibited activities and of sanctions that will be imposed for violations; and that individuals with contracts certify that they will not engage in the manufacture, distribution, dispensation, possession, or use of a controlled substance in the performance of the contract. Non-Discrimination, Certification, and Equal Employment Opportunity : The Contractor agrees to comply with applicable provisions of the Illinois Human Rights Act (775 Illinois Compiled Statutes 5), the U.S. Civil Rights Act, the Americans with Disabilities Act, Section 504 of the U.S. Rehabilitation Act and the rules applicable to each. The equal opportunity clause of Section 750.10 of the Illinois Department of Human Rights Rules is specifically incorporated herein. The Contractor shall comply with Executive Order 11246, entitled Equal Employment Opportunity, as amended by Executive Order 11375, and as supplemented by U.S. Department of Labor regulations (41 C.F.R. Chapter 60). The Contractor agrees to incorporate this clause into all subcontracts under this Contract. International Boycott: The Contractor certifies that neither it nor any substantially owned affiliated company is participating or shall participate in an international boycott in violation of the provisions of the U.S. Export Administration Act of 1979 or the regulations of the U.S. Department of Commerce promulgated under that Act (30 ILCS 582). Record Retention and Audits: If 30 Illinois Compiled Statutes 500/20-65 requires the Contractor (and any subcontractors) to maintain, for a period of 3 years after the later of the date of completion of this Contract or the date of final payment under the Contract, all books and records relating to the performance of the Contract and necessary to support amounts charged to the City under the Contract. The Contract and all books and records related to the Contract shall be available for review and audit by the City and the Illinois Auditor General. If this Contract is funded from contract/grant funds provided by the U.S. Government, the Contract, books, and records shall be available for review and audit by the Comptroller General of the U.S. and/or the Inspector General of the federal Bristol Avenue Water Main Improvements United City of Yorkville Professional Services Agreement Design and Construction Engineering sponsoring agency. The Contractor agrees to cooperate fully with any audit and to provide full access to all relevant materials. United States Resident Certification: (This certification must be included in all contracts involving personal services by non-resident aliens and foreign entities in accordance with requirements imposed by the Internal Revenue Services for withholding and reporting federal income taxes.) The Contractor certifies that he/she is a: x United States Citizen Resident Alien Non-Resident Alien The Internal Revenue Service requires that taxes be withheld on payments made to non resident aliens for the performance of personal services at the rate of 30%. Tax Payer Certification : Under penalties of perjury, the Contractor certifies that its Federal Tax Payer Identification Number or Social Security Number is (provided separately) and is doing business as a (check one): Individual Real Estate Agent Sole Proprietorship Government Entity Partnership Tax Exempt Organization (IRC 501(a) only) x Corporation Not for Profit Corporation Trust or Estate i Medical and Health Care Services Provider Corp. I. Indemnification: ENGINEER shall indemnify and hold harmless the City and City's agents, servants, and employees against all loss, damage, and expense which it may sustain or for which it will become liable on account of injury to or death of persons, or on account of damage to or destruction of property resulting from the performance of work under this agreement by ENGINEER or its Subcontractors, or due to or arising in any manner from the wrongful act or negligence of ENGINEER or its Subcontractors of any employee of any of them. In the event that the either party shall bring any suit, cause of action or counterclaim against the other party, the non-prevailing party shall pay to the prevailing party the cost and expenses incurred to answer and/or defend such action, including reasonable attorney fees and court costs. In no event shall the either party indemnify any other party for the consequences of that party's negligence, including failure to follow the ENGINEER's recommendations. J. Insurance : The ENGINEER agrees that it has either attached a copy of all required insurance certificates or that said insurance is not required due to the nature and extent of the types of services rendered hereunder. (Not applicable as having been previously supplied) K. Additional Terms or Modification: The terms of this agreement shall be further modified as provided on the attachments. Except for those terms included on the attachments, no additional terms are included as a part of this agreement. All prior understandings and agreements between the parties are merged into this agreement, and this agreement may not be modified orally or in any Bristol Avenue Water Main Improvements United City of Yorkville Professional Services Agreement Design and Construction Engineering manner other than by an agreement in writing signed by both parties. In the event that any provisions of this agreement shall be held to be invalid or unenforceable, the remaining provisions shall be valid and binding on the parties. The list of exhibits is as follows: Exhibit 1: Professional Engineering Services Exhibit 2: Limitation of Authority, Duties and Responsibilities of the Resident Construction Observer Exhibit 2: Estimate of Level of Effort and Associated Cost Exhibit 3: Anticipated Project Schedule Exhibit 4: Location Map Exhibit 5: 2013 Standard Schedule of Charges L. Notices: All notices required to be given under the terms of this agreement shall be given mail, addressed to the parties as follows: For the City: For the ENGINEER: City Administrator and City Clerk Engineering Enterprises, Inc. United City of Yorkville 52 Wheeler Road 800 Game Farm Road Sugar Grove Illinois 60554 Yorkville, IL 60560 Either of the parties may designate in writing from time to time substitute addresses or persons in connection with required notices. Agreed to this day of 2013. United City of Yorkville: Engineering Enterprises, Inc.: Gary Golinski Brad Sanderson, P.E. Mayor Vice President Beth Warren Angie Ford City Clerk Executive Assistant EXHIBIT 1 SECTION A - PROFESSIONAL DESIGN ENGINEERING SERVICES For purposes of this Exhibit 1 and all attachments hereto, the term "contractor" shall not refer to Engineering Enterprises, Inc., but shall instead refer to individuals or companies contracted with, to construct or otherwise manage the project described herein. The ENGINEER shall furnish professional design engineering services as follows: 1. The ENGINEER will attend conferences with the OWNER, or other interested parties as may be reasonably necessary. 2. The ENGINEER will perform the necessary design surveys, accomplish the detailed design of the project, prepare construction drawings, specifications and contract documents, and prepare a final cost estimate based on final design for the entire system. It is also understood that if subsurface explorations (such as borings, soil tests, rock soundings and the like) are required, the ENGINEER will furnish coordination of said explorations without additional charge, but the costs incident to such explorations shall be paid for by the OWNER as set out in Section D hereof. 3. The contract documents furnished by the ENGINEER under Section A-2 shall utilize IEPA endorsed construction contract documents, including Supplemental General Conditions, Contract Change Orders, and partial payment estimates. 4. Prior to the advertisement for bids, the ENGINEER will provide for each construction contract, not to exceed 10 copies of detailed drawings, specifications, and contract documents for use by the OWNER, appropriate Federal, State, and local agencies from whom approval of the project must be obtained. The cost of such drawings, specifications, and contract documents shall be included in the basic compensation paid to the ENGINEER. 5. The ENGINEER will furnish additional copies of the drawings, specifications and contract documents as required by prospective bidders, material suppliers, and other interested parties, but may charge them for the reasonable cost of such copies. Upon award of each contract, the ENGINEER will furnish to the OWNER five sets of the drawings, specifications and contract documents for execution. The cost of these sets shall be included in the basic compensation paid to the ENGINEER. Original documents, survey notes, tracings, and the like, except those furnished to the ENGINEER by the OWNER, are and shall remain the property of the ENGINEER. 6. The drawings prepared by the ENGINEER under the provisions of Section A-2 above shall be in sufficient detail to permit the actual location of the proposed improvements on the ground. The ENGINEER shall prepare and furnish to the OWNER without any additional compensation, three copies of map(s) showing the general location of needed construction easements and permanent easements and the land to be acquired. Property surveys, property plats, property descriptions, abstracting and negotiations for land rights shall be accomplished by the OWNER, unless the OWNER requests, and the ENGINEER agrees to provide those services. In the event the ENGINEER is requested to provide such services, the ENGINEER shall be additionally compensated as set out in Section D hereof. 7. The ENGINEER will attend the bid opening and tabulate the bid proposal, make an analysis of the bids, and make recommendations for awarding contracts for construction. 8. The ENGINEER further agrees to obtain and maintain, at the ENGINEER's expense, such insurance as will protect the ENGINEER from claims under the Workman's Compensation Act and such comprehensive general liability insurance as will protect the OWNER and the ENGINEER from all claims for bodily injury, death, or property damage which may arise from the performance by the ENGINEER or by the ENGINEER's employees of the ENGINEER's functions and services required under this Agreement. 9. The ENGINEER will complete the final plans, specifications and contract documents and submit for approval of the OWNER, and all State regulatory agencies to meet the project schedule(s) as summarized in Exhibit 4: "Anticipated Project Schedule — Bristol Avenue Water Main Improvements" dated April 10, 2013. 2 SECTION B - PROFESSIONAL CONSTRUCTION ENGINEERING SERVICES The ENGINEER shall furnish professional construction engineering services as follows: 1. The ENGINEER will review, for conformance with the design concept, shop and working drawings required by the construction Contract Documents and indicate on the drawings the action taken. Such action shall be taken with reasonable promptness. 2. The ENGINEER will interpret the intent of the drawings and specifications to protect the OWNER against defects and deficiencies in construction on the part of the contractors. The ENGINEER will not, however, guarantee the performance by any contractor. 3. The ENGINEER will evaluate and determine acceptability of substitute materials and equipment proposed by Contractor(s). 4. The ENGINEER will establish baselines for locating the work together with a suitable number of bench marks adjacent to the work as shown in the contract documents. 5. The ENGINEER will provide general engineering review of the work of the contractor(s) as construction progresses to ascertain that the contactor is conforming to the design concept. (a) ENGINEER shall have authority, as the OWNER's representative, to require special inspection of or testing of the work, and shall receive and review all certificates of inspections, testing and approvals required by laws, rules, regulations, ordinances, codes, orders or the Contract Documents (but only to determine generally that their content complies with requirements of, and the results certified indicate compliance with, the Contract Documents). (b) During such engineering review, ENGINEER shall have the authority, as the OWNER's representative, to disapprove of or reject contractor(s)' work while it is in progress if ENGINEER believes that such work will not produce a completed Project that conforms generally to the Contract Documents or that it will prejudice the integrity of the design concept of the Project as reflected in the Contract Documents. 3 6. The ENGINEER will provide resident construction observation. Resident construction observation shall consist of visual inspection of materials, equipment, or construction work for the purpose of ascertaining that the work is in substantial conformance with the contract documents and with the design intent. Such observation shall not be relied upon by others as acceptance of the work. The ENGINEER's undertaking hereunder shall not relieve the contractor of contractor's obligation to perform the work in conformity with the drawings and specifications and in a workmanlike manner; shall not make the ENGINEER an insurer of the contractor's performance; and shall not impose upon the ENGINEER any obligation to see that the work is performed in a safe manner. Exhibit 2 - The Limitations of Authority, Duties and Responsibilities of the Resident Construction Observer is attached to this Agreement. 7. The ENGINEER will cooperate and work closely with representatives of the OWNER. & Based on the ENGINEER's on-site observations as an experienced and qualified design professional, on information provided by the Resident Construction Observer, and upon review of applications for payment with the accompanying data and schedules by the contractor, the ENGINEER: (a) Shall determine the amounts owing to contractor(s) and recommend in writing payments to contractor(s) in such amounts. Such recommendations of payment will constitute a representation to OWNER, based on such observations and review, that the work has progressed to the point indicated, and that, to the best of the ENGINEER's knowledge, information and belief, the quality of such work is generally in accordance with the Contract Documents (subject to an evaluation of such work as a functioning whole prior to or upon substantial completion, to the results of any subsequent tests called for in the Contract Documents, and to any other qualifications stated in the recommendation). (b) By recommending any payment, ENGINEER will not hereby be deemed to have represented that exhaustive, continuous or detailed reviews or examinations have been made by ENGINEER to check the quality or quantity of contractor(s)' work as it is furnished and performed beyond the responsibilities specifically assigned to ENGINEER in the Agreement and the Contract Documents. ENGINEER's review of contractor(s)' 4 work for the purposes of recommending payments will not impose on Engineer responsibility to supervise, direct or control such work or for the means, methods, techniques, sequences, or procedures of construction or safety precautions or programs incident thereto or contractor(s) compliance with laws, rules, regulations, ordinances, codes or orders applicable to their furnishing and performing the work. It will also not impose responsibility on ENGINEER to make any examination to ascertain how or for what purposes any contractor has used the moneys paid on account of the Contract Price, or to determine that title to any of the work, materials equipment has passed to OWNER free and clear of any lien, claims, security interests, or encumbrances, or that there may not be other matters at issue between OWNER and contractor that might affect the amount that should be paid. 9. The ENGINEER will prepare necessary contract change orders for approval of the OWNER, and others on a timely basis. 10. The ENGINEER will make a final review prior to the issuance of the statement of substantial completion of all construction and submit a written report to the OWNER. Prior to submitting the final pay estimate, the ENGINEER shall submit the statement of completion to and obtain the written acceptance of the facility from the OWNER. 11. The ENGINEER will provide the OWNER with one set of reproducible record (as-built) drawings, and two sets of prints at no additional cost to the OWNER. Such drawings will be based upon construction records provided by the contractor during construction and reviewed by the resident construction observer and from the resident construction observer's construction data. 12. If State Statutes require notices and advertisements of final payment, the ENGINEER shall assist in their preparation. 13. The ENGINEER will be available to furnish engineering services and consultations necessary to correct unforeseen project operation difficulties for a period of one year after the date of statement of substantial completion of the facility. This service will include instruction of the OWNER in initial project operation and maintenance but will not include supervision of normal 5 operation of the system. Such consultation and advice shall be at the hourly rates as described in the attached Exhibit 6: Standard Schedule of Charges dated January 1, 2013. The ENGINEER will assist the OWNER in performing a review of the project during the 11th month after the date of the certificate of substantial completion. 14. The ENGINEER further agrees to obtain and maintain, at the ENGINEER's expense, such insurance as will protect the ENGINEER from claims under the Workman's Compensation Act and such comprehensive general liability insurance as will protect the OWNER and the ENGINEER from all claims for bodily injury, death, or property damage which may arise from the performance by the ENGINEER or by the ENGINEER's employees of the ENGINEER's functions and services required under this Agreement. 15. The ENGINEER will provide construction engineering services in accordance with the periods summarized in Exhibit 4: "Anticipated Project Schedule — Bristol Avenue Water Main Improvements" dated April 10, 2013. If the above is not accomplished within the time period specified, this Agreement may be terminated by the OWNER. The time for completion may be extended by the OWNER for a reasonable time if completion is delayed due to unforeseeable cases beyond the control and without the fault or negligence of the ENGINEER. Pursuant to Paragraph D "Changes in Rates of Compensation", the contract shall be designated on-going consistent with the project schedule. 6 SECTION C—COMPENSATION FOR ENGINEERING SERVICES 1. The OWNER shall compensate the ENGINEER for professional design engineering services in the amount of Nineteen Thousand Five Hundred Dollars — Fixed Fee (FF) ($19,500 FF) as summarized on Exhibit 3: "Estimate of Level of Effort and Associated Cost for Professional Engineering Services for Bristol Avenue Water Main Improvements" dated April 10, 2013. (a) The compensation for the professional design engineering services shall be payable as follows: (1) A sum which does not exceed ninety percent (90%) of the total compensation payable under Section C-1 shall be paid in monthly increments for work actually completed and invoiced, for grant administration and for the preparation and submission to the OWNER and/or IEPA of the construction drawings, specifications, cost estimates and contract documents. (2) A sum which, together with the compensation paid pursuant to Section C-1(a)(1) above, equals one hundred percent (100%) of the total compensation due and payable in accord with Section C-1 above, shall be due immediately after the award of construction contract(s) is approved by the corporate authorities. 2. The OWNER shall compensate the ENGINEER for the construction administration, construction staking, construction observation (including the Resident Construction Observer), and any additional consultation and surveying services on the basis of Hourly Rates (HR) as described on the attached Exhibit 6: Standard Schedule of Charges dated January 1, 2013. The estimated values are included in Exhibit 3: "Estimate of Level of Effort and Associated Cost for Professional Engineering Services for Bristol Avenue Water Main Improvements" dated April 10, 2013 and are estimated at $22,143 Hourly (HR). (a) The compensation for the construction administration, construction staking, construction observation (including the Resident Construction Observer), and any additional consultation and surveying services shall be payable as follows: 7 (1) A sum which equals any charges for work actually completed and invoiced shall be paid at least once per month. 3. The OWNER shall compensate the ENGINEER for direct expenses as identified in the contract and as noted on Exhibit 3 at the actual cost or hourly cost for the work completed. (1) A sum which equals any charges for work actually completed and invoiced shall be paid at least once per month. 4. The compensation for any additional engineering services authorized by the OWNER pursuant to Section D shall be payable as follows: (a) A sum which equals any charges for work actually completed and invoiced shall be paid at least once per month. 8 SECTION D—ADDITIONAL ENGINEERING SERVICES In addition to the foregoing being performed, the following services may be provided UPON PRIOR WRITTEN AUTHORIZATION OF THE OWNER. 1. Site surveys outside of the project limits and other similar special surveys as may be required. 2. Laboratory tests, well tests, borings, specialized geological soils hydraulic, or other studies recommended by the ENGINEER. 3. Property surveys, detailed description of sites, maps, drawings, or estimates related thereto; assistance in negotiating for land and easement rights. 4. Necessary data and filing maps for litigation, such as condemnation. 5. Redesigns ordered by the OWNER after final plans have been accepted by the OWNER and IEPA. 6. Appearances before courts or boards on matters of litigation or hearings related to the project. 7. Preparation of environmental impact assessments or environmental impact statements. 8. Making drawings from field measurements of existing facilities when required for planning additions or alterations thereto. 9. Services due to changes in the scope of the Project or its design, including but not limited to, changes in size, complexity, schedule or character of construction. 10. Revising studies or reports which have previously been approved by the OWNER, or when revisions are due to cases beyond the control of the ENGINEER. 9 11. Preparation of design documents for alternate bids where major changes require additional documents. 12. Preparation of detailed renderings, exhibits or scale models for the Project. 13. Providing special analysis of the OWNER's needs such as owning and operating analysis, plan for operation and maintenance, OWNER's special operating drawings or charts, and any other similar analysis. 14. The preparation of feasibility studies, appraisals and evaluations, detailed quantity surveys of material and labor, and material audits or inventories by the OWNER. 15. Additional or extended services during construction made necessary by (1) work damaged by fire or other cause during construction, (2) defective or incomplete work of the contractor, and/or (3) the contractor's default on the Construction Contract due to delinquency or insolvency. 16. Providing design services relating to future facilities, systems and equipment which are not intended to be constructed or operated as a part of the Project. 17. Providing other services not otherwise provided for in this Agreement, including services normally furnished by the OWNER as described in Section E — SPECIAL PROVISIONS — Owner's Responsibilities. Payment for the services specified in this Section E shall be as agreed in writing between the OWNER and the ENGINEER prior to commencement of the work. The ENGINEER will render to OWNER for such services an itemized bill, separate from any other billing, once each month, for compensation for services performed hereunder during such period, the same to be due and payable by OWNER to the ENGINEER on or before the 10th day of the following period. Payment for services noted in D shall be at Actual Cost (AC), Fixed Fee (FF) or Hourly (HR). 10 SECTION E - SPECIAL PROVISIONS 1. OWNER'S RESPONSIBILITIES (a) Provide to the ENGINEER all criteria, design and construction standards and full information as to the OWNER's requirements for the Project. (b) Designate a person authorized to act as the OWNER's representative. The OWNER or his representative shall receive and examine documents submitted by the ENGINEER, interpret and define the OWNER's policies and render decisions and authorizations in writing promptly to prevent unreasonable delay in the progress of the ENGINEER's services. (c) Furnish laboratory tests, air and water pollution tests, reports and inspections of samples, materials or other items required by law or by governmental authorities having jurisdiction over this Project, or as recommended by the ENGINEER. (d) Provide legal, accounting, right-of-way acquisition and insurance counseling services necessary for the Project, legal review of the construction Contract Documents, and such auditing services as the OWNER may require to account for expenditures of sums paid to the contractor. (e) Furnish above services at the OWNER's expense and in such manner that the ENGINEER may rely upon them in the performance of his services under this Agreement and in accordance with the Project timetable. (f) Guarantee full and free access for the ENGINEER to enter upon all property required for the performance of the ENGINEER's services under this Agreement. (g) Give prompt written notice to the ENGINEER whenever the OWNER observes or otherwise becomes aware of any defect in the Project or other event which may substantially affect the ENGINEER's performance of services under this Agreement. 11 (h) Protect and preserve all survey stakes and markers placed at the project site prior to the assumption of this responsibility by the contractor and bear all costs of replacing stakes or markers damaged or removed during said time interval. 2. Delegation of Duties - Neither the OWNER nor the ENGINEER shall delegate his duties under this Agreement without the written consent of the other. 3. The ENGINEER has not been retained or compensated to provide design services relating to the contractor's safety precautions or to means, methods, techniques, sequences, or procedures required by the contractor to perform his work but not relating to the final or completed structure. Omitted services include but are not limited to shoring, scaffolding, underpinning, temporary retainment of excavations and any erection methods and temporary bracing. 4. The ENGINEER intends to render his services under this Agreement in accordance with generally accepted professional practices for the intended use of the Project. 5. Since the ENGINEER has no control over the cost of labor, materials, equipment or services furnished by others, or over the contractor(s) methods of determining prices, or over competitive bidding or market conditions, his opinions of probable Project Costs and Construction Costs provided for herein are to be made on the basis of his experience and qualifications and represent his best judgment as an experienced and qualified professional engineer, familiar with the construction industry. The ENGINEER cannot and does not guarantee that proposals, bids or actual project or construction cost will not vary from opinions of probable cost prepared by him. If prior to the bidding or negotiating phase OWNER wishes greater assurance as to project or construction costs he shall employ an independent cost-estimator. 6. Access to Records: (a) The ENGINEER agrees to include subsections E-6(b) through E-6(e) below in all contracts and all subcontracts directly related to project services which are in excess of $25,000. 12 (b) The ENGINEER shall maintain books, records, documents and other evidence directly pertinent to performance of Agency loan work under this Agreement consistent with generally accepted accounting standards in accordance with the American Institute of Certified Public Accountants Professional Standards (666 Fifth Avenue, New York, New York 10019; June 1, 1987). The Agency or any of its duly authorized representatives shall have access to such books, records, documents and other evidence for the purpose of inspection, audit and copying. The ENGINEER will provide facilities for such access and inspection. (c) Audits conducted pursuant to this provision shall be in accordance with generally accepted auditing standards. (d) The ENGINEER agrees to the disclosure of all information and reports resulting from access to records pursuant to subsection E-6(b) above, to the Agency. Where the audit concerns the ENGINEER, the auditing agency shall afford the ENGINEER an opportunity for an audit exit conference and an opportunity to comment on the pertinent portions of the draft audit report. The final audit report will include the written comments, if any, of the audited parties. (e) Records under subsection E-6(b) above shall be maintained and made available during performance on Agency loan work under this agreement and until three years from date of final Agency loan audit for the project. In addition, those records which relate to any "dispute" appeal under an Agency loan agreement, or litigation, or the settlement of claims arising out of such performance, costs or items to which an audit exception has been taken, shall be maintained and made available until three years after the date of resolution of such appeal, litigation, claim or exception. 7. Covenant Against Contingent Fees - The ENGINEER warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bonafide employees. For breach or violation of this warranty, the loan recipient shall have the right to annul this agreement without liability or in its discretion to deduct from the contract price or 13 consideration or otherwise recover, the full amount of such commission, percentage, brokerage, or contingent fee. 8. Covenant Against Contingent Fees - The loan recipient warrants that no person or agency has been employed or retained to solicit or secure a PWSLP loan upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee. For breach or violation of this warranty, the Agency shall have the right to annul the loan or to deduct from the loan or otherwise recover, the full amount of such commission, percentage, brokerage, or contingent fee. 9. Certification Regarding Debarment — The ENGINEER certifies that the services of anyone that has been debarred or suspended under Federal Executive Order 12549 has not, and will not, be used for work under this Agreement. 10. Affirmative Action — The ENGINEER agrees to take affirmative steps to assure that disadvantaged business enterprises are utilized when possible as sources of supplies, equipment, construction and services in accordance with the Clean Water Loan Program rules. As required by the award conditions of USEPA's Assistance Agreement with IEPA, the ENGINEER acknowledges that the fair share percentages are 5% for MBEs and 12% for WBEs. 11. The ENGINEER shall not discriminate on the basis of race, color, national origin or sex in the performance of this contract. The contractor shall carry out applicable requirements of 40 CFR Part 33 in the award and administration of contracts awarded under EPA financial assistance agreements. Failure by the contractor to carry out these requirements is a material breach of this contract which may result in the termination of this contract or other legally available remedies. 14 EXHIBIT 2 THE LIMITATIONS OF AUTHORITY, DUTIES AND RESPONSIBILITIES OF THE RESIDENT CONSTRUCTION OBSERVER ARE AS FOLLOWS: 1. The Resident Construction Observer shall act under the direct supervision of the ENGINEER, shall be the ENGINEER's agent in all matters relating to on-site construction review of the contractor's work, shall communicate only with the ENGINEER and the contractor (or contractor's), and shall communicate with subcontractors only through the contractor or his authorized superintendent. The OWNER shall communicate with the Resident Construction Observer only through the ENGINEER. 2. The Resident Construction Observer shall review and inspect on-site construction activities of the contractor relating to portions of the Project designed and specified by the Engineer as contained in the Construction Contract Documents. 3. Specifically omitted from the Resident Construction Observer's duties is any review of the contractor's safety precautions, or the means, methods, sequences, or procedures required for the contractor to perform the work but not relating to the final or completed Project. Omitted design or review services include but are not limited to shoring, scaffolding, underpinning, temporary retainment of excavations and any erection methods and temporary bracing. 4. The specific duties and responsibilities of the Resident Construction Observer are enumerated as follows: (a) Schedules: Review the progress schedule, schedule of Shop Drawing submissions and schedule of values prepared by contractor and consult with ENGINEER concerning their acceptability. (b) Conferences: Attend preconstruction conferences. Arrange a schedule of progress meetings and other job conferences as required in consultation with ENGINEER and notify those expected to attend in advance. Attend meetings and maintain and circulate copies of minutes thereof. 15 (c) Liaison: (1) Serve as ENGINEER's liaison with contractor, working principally through contractor's superintendent and assist him in understanding the intent of the Contract Documents. (2) Assist ENGINEER in serving as OWNER's liaison with contractor when contractor's operations affect OWNER's on-site operations. (3) As requested by ENGINEER, assist in obtaining from OWNER additional details or information, when required at the job site for proper erection of the work. (d) Shop Drawings and Samples: (2) Receive and record date of receipt of Shop Drawings and samples. (3) Receive samples which are furnished at the site by contrctor, and notify ENGINEER of their availability for examination. (3) Advise ENGINEER and contractor or its superintendent immediately of the commencement of any work requiring a Shop Drawing or sample submission if the submission has not been approved by ENGINEER. (e) Review of Work, Rejection of Defective Work, Inspections and Tests: (1) Conduct on-site inspection of the work in progress to assist ENGINEER in determining if the work is proceeding in accordance with the Contract Documents and that completed work will conform to the Contract Documents. (2) Report to ENGINEER whenever he believes that any work is unsatisfactory, faulty or defective or does not conform to the Contract Documents, or does not meet the requirements of any inspections, test or approval required to be made or 16 has been damaged prior to final payment; and advise ENGINEER when he believes work should be corrected or rejected or should be uncovered for inspection, or requires special testing, inspection or approval. (3) Verify that tests, equipment and systems start-ups, and operating and maintenance instructions are conducted as required by the Contract Documents and in presence of the required personnel, and that contractor maintains adequate records thereof; observe, record and report to ENGINEER appropriate details relative to the test procedures and start-ups. (4) Accompany visiting inspectors representing public or other agencies having jurisdiction over the Project, record the outcome of these inspections and report to ENGINEER. (f) Interpretation of Contract Documents: Transmit to contractor ENGINEER's clarifications and interpretations of the Contract Documents. (g) Modifications: Consider and evaluate contractor's suggestions for modifications in Drawings or Specifications and report them with recommendations to ENGINEER. (h) Records: (1) Maintain at the job site orderly files for correspondence, reports of job conferences, Shop Drawings and samples submissions, reproductions of original Contract Documents including all addenda, change orders, field orders, additional drawings issued subsequent to the execution of the Contract, ENGINEER's clarifications and interpretations of the Contract Documents, progress reports, and other Project related documents. (2) Keep a diary or log book, recording hours on the job site, weather conditions, data relative to questions of extras or deductions, list of visiting officials and representatives of manufacturers, fabricators, suppliers and distributors, daily 17 activities, decisions, observations in general and specific observations in more detail as in the case of observing test procedures. Send copies to ENGINEER. (4) Record names, addresses and telephone numbers of all contractor's, subcontractors and major suppliers of materials and equipment. (i) Reports: (1) Furnish ENGINEER periodic reports as required of progress of the work and contractor's compliance with the approved progress schedule and schedule of Shop Drawing submissions. (2) Consult with ENGINEER in advance of schedule major tests, inspections or start of important phases of the work. (3) Report immediately to ENGINEER upon the occurrence of any accident. (j) Payment Requisitions: Review applications for payment with contractor for compliance with the established procedure for their submission and forward them with recommendations to ENGINEER, noting particularly their relation to the schedule of values, work completed and materials and equipment delivered at the site but not incorporated in the work. (k) Certificates, Maintenance and Operating Manuals: During the course of the work, verify that certificates, maintenance and operation manuals and other data required to be assembled and furnished by contractor are applicable to the items actually installed; and deliver this material to ENGINEER for his review and forwarding to OWNER prior to final acceptance of the work. (1) Completion; (1) Before ENGINEER issues a Statement of Substantial Completion, submit to contractor a list of observed items requiring completion or correction. 18 (2) Conduct final review in the company of ENGINEER, OWNER and contractor and prepare a final list of items to be completed or corrected. 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W Waar,lnSkon St orange at I LEGEND Bk d 0 500 1,000 2,000 er IMPROVEMENT LIMITS W Dolplr St Feet el ,- C Olson St DATE: Engineering Enterprises, Inc All 2013 N (PROJECT NO.: 52 Wheeler Roam Y01315 EXHIBIT 5 � Sugar Grove, Illinois 60554 BY; KKK' LOCATION MAP (630) 466-6700 PATH: w1,1vw.eeiweb.com FILE: Y01315 Locahon MXU EXHIBIT 6 Standard Schedule of . - January 1, r EMPLOYEE DESIGNATION CLASSIFICATION HOURLY RATE Senior Principal E-4 $171.00 Principal E-3 $171.00 Senior Project Manager E-2 $165.00 Project Manager E-1 $150.00 Senior Project Engineer/Planner/Surveyor II P-6 $138.00 Senior Project Engineer/Planner/Surveyor I P-5 $129.00 Project Engineer/Planner/Surveyor P-4 $117.00 Senior Engineer/Planner/Surveyor P-3 $108.00 Engineer/Planner/Surveyor P-2 $ 99.00 Associate Engineer/Planner/Surveyor P-1 $ 88.00 Senior Project Technician II T-6 $129.00 Senior Project Technician I T-5 $117.00 Project Technician T-4 $108.00 Senior Technician T-3 $ 99.00 Technician T-2 $ 88.00 Associate Technician T-1 $ 78.00 Administrative Assistant A-3 $ 78.00 CREW RATES, VEHICLES AND REPROGRAPHICS 1 Man Field Crew with Standard Survey Equipment $141.00 2 Man Field Crew with Standard Survey Equipment $219.00 1 Man Field Crew with RTS or GPS * $174.00 2 Man Field Crew with FITS or GPS * $252.00 Vehicle for Construction Observation $15.00 In-House Scanning and Reproduction $0.25/Sq. Ft. (Black&White) $1.00/Sq. Ft. (Color) 'RTS=Robotic Total Station/GPS=Global Positioning System Wheeler Road, Sugar Grove, 60554 • 1 466-6700 • 1 466-6701 fax — www.eeiw'• • 0 CIP Reviewed By: Agenda Item Number J� $ 06 Legal ❑ CA#9 Finance ❑ ESL -� 1836 Engineer ■ -_� City Administrator ■ Tracking Number .4 City y Human Resources El� wn sw _© Community Development ■ PW 2013-17 � Police ❑ Public Works ■ Parks and Recreation ❑ Agenda Item Summary Memo Title: Rt 47 Parking Lot Meeting and Date: City Council—April 23, 2013 Synopsis: Proposal Consideration Council Action Previously Taken: Date of Action: PW 4/16/13 Action Taken: Item Number: Type of Vote Required: Majority Council Action Requested: Consideration of Approval Submitted by: Brad Sanderson Engineering Name Department Agenda Item Notes: NB #5a �ir !i " CIr Vii% rY" f[i�r April 10, 2013 Mr. Bart Olson City Administrator United City of Yorkville 800 Game Farm Road Yorkville, IL 60560 Re: Amendment No. 2 to Professional Engineering Services for Route 47 Off-Street Parking Improvements United City of Yorkville, Kendall County, IL Dear Mr. Olson: Please find enclosed a revision to the Preliminary Engineering Services Agreement for the Route 47 Off-Street Parking Improvements executed by the United City of Yorkville in January 2011. We have attached four (4) copies of the revised contract for your review. The revision is necessitated because of the additional coordination with City staff and preparation of cost estimates due to postponing the design, the environmental soils analysis to determine if there are contaminated wastes on site, the Phase 1 Archaeological Study required by IHPA and the design revisions to alleviate some of the increased costs of construction. This revised contract also now includes the bidding and contracting for the project. The additional fee to complete this work is $21,940, which includes the cost of our sub- contractors. The revised total cost for the design engineering services is $70,340 Fixed Fee. Please note that this Fixed Fee does not include preparation of easement documents. Any work associated with preparing easement documents will be paid at an hourly rate. We estimate this work to cost an additional $1,000. Road,52 Wheeler Sugar Grove, 60554 • 1 466-6700 • 1 466-6701 fax — www.eeiw'• • Mr. Bart Olson April 10, 2013 Page 2of2 If you have any questions, please do not hesitate to contact us. Respectfully submitted, ENGINEERING ENTERPRISES, INC. Bradley P. Sanderson, P.E. Vice President Enclosure PC: Ms. Krysti Barksdale-Noble, Community Development Director Mr. Eric Dhuse, Public Works Director Ms. Lisa Pickering, Deputy Clerk DMT, EEI \\Milkyway\EEI_Storage\Docs\Public\Yorkville\2010\Y01001 Rt 47 Off-Street Parking Improvements\Doc\Engineering Contract\Engineering Agreement-Amendment No 2- Additional Design&Bidding\2013-04-05 Contract Letter-Bidding and Design doe Municipality L Name United City of Yorkville O Illinois Department C Engineering Enterprises, Inc. C of Transportation O Township A N Address Kendall L S 52 Wheeler Road Preliminary Engineering U County A Services Agreement L City Kendall G for T Sugar Grove E Motor Fuel Tax Funds A Section N N State 10-00041-00-PK C T Illinois Y THIS AGREEMENT is made and entered into this 10th day of April 2013 between the above Local Agency(LA) and Consultant(ENGINEER) and covers certain professional engineering services in connection with the improvement of the above SECTION. Motor Fuel Tax Funds, allotted to the LA by the State of Illinois under the general supervision of the State Department of Transportation, hereinafter called the "DEPARTMENT", will be used entirely or in part to finance ENGINEERING services as described under AGREEMENT PROVISIONS. Section Description Name Route 47 Off-Street Parking Improvements Route FAP 326 Length 0.02 Mi. 100 FT (Structure No. ) Termini Southeast corner of Van Emmon and Main Street Description: Design of parking improvements at the southeast corner of Van Emmon and Main Street to replace parking spaces eliminated with IL Route 47 reconstruction improvements. Agreement Provisions The Engineer Agrees, 1. To perform or be responsible for the performance of the following engineering services for the LA, in connection with the proposed improvements herein before described, and checked below: a. ® Make such detailed surveys as are necessary for the preparation of detailed roadway plans b. ❑ Make stream and flood plain hydraulic surveys and gather high water data, and flood histories for the preparation of detailed bridge plans. c. ® Make or cause to be made such soil surveys or subsurface investigations including borings and soil profiles and analyses thereof as may be required to furnish sufficient data for the design of the proposed improvement. Such investigations are to be made in accordance with the current requirements of the DEPARTMENT. d. ❑ Make or cause to be made such traffic studies and counts and special intersection studies as may be required to furnish sufficient data for the design of the proposed improvement. e. ❑ Prepare Army Corps of Engineers Permit, Department of Natural Resources-Office of Water Resources Permit, Bridge waterway sketch, and/or Channel Change sketch, Utility plan and locations, and Railroad Crossing work agreements. f. ❑ Prepare Preliminary Bridge design and Hydraulic Report, (including economic analysis of bridge or culvert types) and high water effects on roadway overflows and bridge approaches. g. ® Make complete general and detailed plans, special provisions, proposals and estimates of cost and furnish the LA with five (5) copies of the plans, special provisions, proposals and estimates. Additional copies of any or all documents, if required, shall be furnished to the LA by the ENGINEER at his actual cost for reproduction. h. ❑ Furnish the LA with survey and drafts in quadruplicate of all necessary right-of-way dedications, construction easement and borrow pit and channel change agreements including prints of the corresponding plats and staking as required. Printed 4/11/2013 Page 1 of 4 BLR 05510(Rev. 11/06) i. ❑ Assist the LA in the tabulation and interpretation of the contractors' proposals j. ❑ Prepare the necessary environmental documents in accordance with the procedures adopted by the DEPARTMENT's Bureau of Local Roads & Streets. k. ❑ Prepare the Project Development Report when required by the DEPARTMENT. (2) That all reports, plans, plats and special provisions to be furnished by the ENGINEER pursuant to the AGREEMENT, will be in accordance with current standard specifications and policies of the DEPARTMENT. It is being understood that all such reports, plats, plans and drafts shall, before being finally accepted, be subject to approval by the LA and the DEPARTMENT. (3) To attend conferences at any reasonable time when requested to do so by representatives of the LA or the Department. (4) In the event plans or surveys are found to be in error during construction of the SECTION and revisions of the plans or survey corrections are necessary, the ENGINEER agrees that he will perform such work without expense to the LA, even though final payment has been received by him. He shall give immediate attention to these changes so there will be a minimum delay to the Contractor. (5) That basic survey notes and sketches, charts, computations and other data prepared or obtained by the Engineer pursuant to this AGREEMENT will be made available, upon request, to the LA or the DEPARTMENT without cost and without restriction or limitations as to their use. (6) That all plans and other documents furnished by the ENGINEER pursuant to this AGREEMENT will be endorsed by him and will show his professional seal where such is required by law. The LA Agrees, 1. To pay the ENGINEER as compensation for all services performed as stipulated in paragraphs 1a,1c, 1d, 1g, 1i, 2, 3, 5 and 6 (as applicable) in accordance with one of the following methods indicated by a check mark: a. ❑ A sum of money equal to percent of the awarded contract cost of the proposed improvement as approved by the DEPARTMENT. b. ❑ A sum of money equal to the percent of the awarded contract cost for the proposed improvement as approved by the DEPARTMENT based on the following schedule: Schedule for Percentages Based on Awarded Contract Cost Awarded Cost Percentage Fees Under $50,000 (see note) Note: Not necessarily a percentage. Could use per diem, cost-plus or lump sum. c. ® A lump sum of money in the amount of$70,340.00. 2. To pay for services stipulated in paragraphs 1b, 1e, 1f, 1 h, 1j & 1 k of the ENGINEER AGREES at actual cost of performing such work plus percent to cover profit, overhead and readiness to serve-"actual cost" being as material cost plus payrolls, insurance, social security and retirement deductions. Traveling and other out-of-pocket expenses will be reimbursed to the ENGINEER at his actual cost. Subject to the approval of the LA, the ENGINEER may sublet all or part of the services provided under the paragraph 1 b, 1c, 1 d, 1 e, 1f, 1 h, 1j & 1 k. If the ENGINEER sublets all or part of this work, the LA will pay the cost to the ENGINEER plus a five (5) percent service charge. "Cost to Engineer"to be verified by furnishing the LA and the DEPARTMENT copies of invoices from the party doing the work. The classifications of the employees used in the work should be consistent with the employee classifications for the services performed. If the personnel of the firm, including the Principal Engineer, perform routine services that should normally be performed by lesser-salaried personnel, the wage rate billed for such services shall be commensurate with the work performed. Printed 4/11/2013 Page 2 of 4 BLR 05510(Rev. 11/06) 3. That payments due the ENGINEER for services rendered in accordance with this AGREEMENT will be made as soon as practicable after the services have been performed in accordance with the following schedule: a. Upon completion of detailed plans, special provisions, proposals and estimate of cost-being the work required by paragraphs 1a through 1g under THE ENGINEER AGREES -to the satisfaction of the LA and their approval by the DEPARTMENT, 90 percent of the total fee due under this AGREEMENT based on the approved estimate of cost. b. Upon award of the contract for the improvement by the LA and its approval by the DEPARTMENT, 100 percent of the total fee due under the AGREEMENT based on the awarded contract cost, less any amounts paid under"a" above. By Mutual agreement, partial payments, not to exceed 90 percent of the amount earned, may be made from time to time as the work progresses. 4. That, should the improvement be abandoned at any time after the ENGINEER has performed any part of the services provided for in paragraphs 1 a, through 1 h and prior to the completion of such services, the LA shall reimburse the ENGINEER for his actual costs plus 13426 percent incurred up to the time he is notified in writing of such abandonment"actual cost" being defined as in paragraph 2 of THE LA AGREES. 5. That, should the LA require changes in any of the detailed plans, specifications or estimates except for those required pursuant to paragraph 4 of THE ENGINEER AGREEs, after they have been approved by the DEPARTMENT, the LA will pay the ENGINEER for such changes on the basis of actual cost plus 134.26 percent to cover profit, overhead and readiness to serve"actual cost" being defined as in paragraph 2 of THE LA AGREES. It is understood that"changes" as used in this paragraph shall in no way relieve the ENGINEER of his responsibility to prepare a complete and adequate set of plans and specifications. It is Mutually Agreed, 1. That any difference between the ENGINEER and the LA concerning their interpretation of the provisions of this Agreement shall be referred to a committee of disinterested parties consisting of one member appointed by the ENGINEER, one member appointed by the LA and a third member appointed by the two other members for disposition and that the committee's decision shall be final. 2. This AGREEMENT may be terminated by the LA upon giving notice in writing to the ENGINEER at his last known post office address. Upon such termination, the ENGINEER shall cause to be delivered to the LA all surveys, permits, agreements, preliminary bridge design & hydraulic report, drawings, specifications, partial and completed estimates and data, if any from traffic studies and soil survey and subsurface investigations with the understanding that all such material becomes the property of the LA. The ENGINEER shall be paid for any services completed and any services partially completed in accordance with Section 4 of THE LA AGREES. 3. That if the contract for construction has not been awarded one year after the acceptance of the plans by the LA and their approval by the DEPARTMENT, the LA will pay the ENGINEER the balance of the engineering fee due to make 100 percent of the total fees due under this AGREEMENT, based on the estimate of cost as prepared by the ENGINEER and approved by the LA and the DEPARTMENT. 4. That the ENGINEER warrants that he/she has not employed or retained any company or person, other than a bona fide employee working solely for the ENGINEER, to solicit or secure this contract, and that he/she has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the ENGINEER, any fee, commission, percentage, brokerage fee, gifts or any other consideration, contingent upon or resulting from the award or making of this contract. For Breach or violation of this warranty the LA shall have the right to annul this contract without liability. Printed 4/11/2013 Page 3 of 4 BLR 05510(Rev 11/06) IN WITNESS WHEREOF, the parties have caused the AGREEMENT to be executed in quadruplicate counterparts, each of which shall be considered as an original by their duly authorized officers. Executed by the LA: United City of Yorkville of the (MunicipaIity/rownship/County) ATTEST: State of Illinois, acting by and through its By Mayor and City Council Village Clerk By (Seal) Title Mayor Executed by the ENGINEER: Engineering Enterprises, Inc. 52 Wheeler Road ATTEST: Sugar Grove, IL 60554 By By Title Secretary Title Vice President Approved Date Department of Transportation Regional Engineer Printed 4/11/2013 Page 4 of 4 BLR 05510(Rev. 11/06) ENGINEERING ENTERPRISES,INC. ATTACHMENT A DATE: 4VI012D13 CONSULTING ENGINEERS SUMMARY OF COMPENSATION FOR PROFESSIONAL ENGINEERING SERVICES ENTERED BY: MLPiRPS ROUTE 47 OFF-SITE PARKING IMPROVEMENTS UNITED CITY OF YORKVILLE,KENDALL CO.,IL ENGINEEAING CAD SURVEYING ADMIN. WORK WORK SENIOR SENIOR I SENIOR SENIOR ITEM COST ITEM PRINCIPAL PROJECT PROJECT PROJECT PROJECT PROJECT PROJECT SENIOR PROJECT PROJECT PROJECT PROJECT ADMIN. HOUR PER NO. W ENGINEER MANAGER MANAGER ENGINEER I ENGINEER MANAGER TECHN. TECHN. MANAGER SURVEYOR I SURVEYOR TECHN.I ASST. SUMM- ITEM DESIGN ENGINEERING SERVICES-AMENDED CNPNGES TO DESIGN ENGINEERING SEAYICES 1 .Coordination of Amhaeolo 'cal Phase 1 Surve for IHPA 3 1 4 5465 2 Coordination at Environmental Some Assessment 4 4 $568 3 Adamonal Coordination wilh Cd Stafl and EEI Slafl Duo to Project Daly s 10 4 4 18 $2,722 4 A idonal Preliminary Cost Estimatas io Wimize CorrstrucWri Costs 2 4 11 17 $2,233 5 Re&ions to Orawi M Due to Revised Pm ed Work SOO 'Bu !RaeSGns 2 4 8 8 22 $2,686 6 ANidonal TG udred for IDOT CoordinalIon alD Van Emmon 4 4 $408 SUBTOTAL.-CHANGES TO DESIGN ENGINEERING SERVICES 69 $9,082 BIDDING AND CONTRACTING 7 Bidding and CoMmcN 2 _ 12 20 11 45 $3,758 SUBTOTAL-MDD111G AND CONTRACTING 45 $3,756 Towl: 16 0 31 43 0 1 0 1 12 0 0 0 0 1 0 12 1 114 1 $12,640 _ FEE SCHEDULE AS OF 019"tI1 DIRECT COSTS Senior Principal E-4 0 hours ® 5171 per hour= SO Archaeological Phase 1 Stud $1,600 Pnnci al E-3 16 hours 4 51$7 er hour y $2.672 Environmental RSse rnant-Ph.I S4,395 Senior Project Manager E-2 0 hours Q SS$S per hour 7 $0 Environmental Assessmem-Ph.2 105 -rx1 mam E-1 31 hours O $142 per hour, $4,402 Senior P E imaoSury r H P-6 0 hom ® S130 er hour y $0 Senior Pro'ecl ineer/Su a or 1 P-5 43 hours ® S121 per hour- $52"m Project Fs.�neerlSurve or P-4 0 hours @ Sill hour a $0 TOTAL° 49 10U Senior En ineer/Surve or P-3 0 hours ® SIM hour. so E esrtersm FT4 0 hours C 593 lour m $o TOTAL LABOR COSTS Associate Engineer/Surveyor 0 hours a SB3 er hour= $0 Da4 E F*Ofl $ervlm= $9. ShnkW PPl eat TacdV4Cfen II 0 hours 4 $121 per hour= $0 - and Coat acli S3.7 Senior Project Technician I 0 trouts ® $111 per hour= S9 Project T chnidan 12 hours ® $102 per hour= S1224 Senior Tmhrucran 0 hours @ 593 er hour= $0 echnidan 0 hours ® 563 hour= SO TOTAL LABOA 0 hours ® 574 how - $0 Administrative Assistant 12 hours 4T $7B per hour= $697 TOTAL CONTRACT COST= $21,944 HOURLY TOTAL= 114 TOTAL EEI LABOR= $14,398 C rr o r T r�r rft [r�r IC)rvc)r7,r�70-rr EMPLOYEE DESIGNATION CLASSIFICATION HOURLY RATE Senior Principal E-4 $171.00 Principal E-3 $171.00 Senior Project Manager E-2 $165.00 Project Manager E-1 $150.00 Senior Project Engineer/Planner/Surveyor II P-6 $138.00 Senior Project Engineer/Planner/Surveyor I P-5 $129.00 Project Engineer/Planner/Surveyor P-4 $117.00 Senior Engineer/Planner/Surveyor P-3 $108.00 Engineer/Planner/Surveyor P-2 $ 99.00 Associate Engineer/Planner/Surveyor P-1 $ 88.00 Senior Project Technician II T-6 $129.00 Senior Project Technician I T-5 $117.00 Project Technician T-4 $108.00 Senior Technician T-3 $ 99.00 Technician T-2 $ 88.00 Associate Technician T-1 $ 78.00 Administrative Assistant A-3 $ 78.00 CREW RATES,VEHICLES AND REPROGRAPHICS 1 Man Field Crew with Standard Survey Equipment $141.00 2 Man Field Crew with Standard Survey Equipment $219.00 1 Man Field Crew with RTS or GPS* $174.00 2 Man Field Crew with RTS or GPS* $252.00 Vehicle for Construction Observation $15.00 In-House Scanning and Reproduction $0.25/Sq.Ft.(Black&White) $1.00/Sq.Ft.(Color) *RTS=Robotic Total Station/GPS=Global Positioning System Road,52 Wheeler • 60554 • 1 466-6700 • 1 466-6701 -• • NB #5b Grr�err crrrr��rr r�rricrr�r rl�� err�� 6 April 10, 2013 Mr. Bart Olson City Administrator United City of Yorkville 800 Game Farm Road Yorkville, IL 60560 Re: Construction Engineering Services for Route 47 Off-Street Parking Improvements United City of Yorkville, Kendall County, IL Dear Mr. Olson: Please find enclosed a Construction Engineering Services Agreement for the Route 47 Off-Street Parking Improvements. We have attached four (4) copies of the contract for your review. The construction engineering fee includes the following work items: • Contract Administration • Construction Layout and Record Drawings • Construction Observation • Material Testing During Construction • Environmental Analysis During Construction Our construction engineering services are proposed to be offered at actual cost with an estimated fee of $60,400. If you have any questions, please do not hesitate to contact us. Respectfully submitted, ENGINEERING ENTERPRISES, INC. eradley P. anderson, P.E. Vice President Enclosure PC: Ms. Krysti Barksdale-Noble, Community Development Director Mr. Eric Dhuse, Public Works Director Ms. Lisa Pickering, Deputy Clerk DMT, EEI Road,52 Wheeler Sugar Grove, 60554 • 1 466-6700 • 1 466-6701 fax — www.eeiw'• • Municipality L O Name Illinois Department United City of Yorkville o Of Transportation O Engineering Enterprises, Inc. Township L N Address Kendall S 52 Wheeler Road Preliminary/Construction County G Engineering Services T City Kendall E At Suqar A Grove Section C For Motor Fuel Tax Funds N State 10-00041-00-PK y T Illinois THIS AGREEMENT is made and entered into this day of 1 2013 between the above Local Agency (LA) and Consultant(ENGINEER) and covers certain professional engineering services in connection with the improvement of the above PROJECT. Motor Fuel Tax Funds, allotted to the LA by the State of Illinois under the general supervision of the State Department of Transportation, hereinafter called the"DEPARTMENT", will be used entirely or in part to finance ENGINEERING services as described under AGREEMENT PROVISIONS. WHEREVER IN THIS AGREEMENT or attached exhibits the following terms are used, they shall be interpreted to mean: Regional Engineer Deputy Director Division of Highways, Regional Engineer, Department of Transportation Resident Construction Supervisor Authorized representative of the LA in immediate charge of the engineering details of the PROJECT Contractor Company or Companies to which the construction contract was awarded Section Description Name Route 47 Off-Street Route FAP326 Length 0.02 miles Structure No. Termini Southeast corner of Van Emmon and Main Street Description This project consists of constructing a parking lot at the southeast corner of Van Emmon and Main Street to replacing parking spaces eliminated with IL Route 47 reconstruction improvements. Agreement Provisions The Engineer Agrees, 1. To perform or be responsible for the performance of the following engineering services for the LA in connection with the proposed improvement herein before described, and checked below: a. ❑ Make such detailed surveys as are necessary for the preparation of detailed roadway plans. b. ❑ Make stream and flood plain hydraulic surveys and gather high water data and flood histories for the preparation of detailed bridge plans. c. ❑ Make or cause to be made such soil surveys or subsurface investigations including borings and soil profiles and analyses thereof as may be required to furnish sufficient data for the design of the proposed improvement. Such investigations are to be made in accordance with the current requirements of the DEPARTMENT. d. ❑ Make or cause to be made such traffic studies and counts and special intersection studies as may be required to furnish sufficient data for the design of the proposed improvement. Printed 4/10/2013 Page 1 of 5 BLR 05512(Rev. 01/10/12) e. ❑ Prepare Army Corps of Engineers Permit, Division of Water Resources Permit, Bridge waterway sketch and/or Channel Change sketch, Utility plan and locations and Railroad Crossing work agreements. f. ❑ Prepare Preliminary Bridge Design and Hydraulic Report, (including economic analysis of bridge or culvert types) and high water effects on roadway overflows and bridge approaches. NOTE Four copies to be submitted to the Regional Engineer g. ❑ Make complete general and detailed plans, special provisions, proposals and estimates of cost and furnish the LA with five (5) copies of the plans, special provisions, proposals and estimates. Additional copies of any or all documents, if required shall be furnished to the LA by the ENGINEER at his actual cost for reproduction. h. ❑ Furnish the LA with survey and drafts in quadruplicate of all necessary right-of-way dedications, construction easements and borrow pit and channel change agreements including prints of the corresponding plats and staking as required. i. ❑ Assist the LA in the receipt and evaluation of proposals and the awarding of the construction contract. Furnish or cause to be furnished: (1) Proportioning and testing of concrete mixtures in accordance with the "Manual of Instructions for Concrete Proportioning and Testing" issued by the Bureau of Materials and Physical Research, of the DEPARTMENT and promptly submit reports on forms prepared by said Bureau. (2) Proportioning and testing of bituminous mixtures (including extracting test) in accordance with the "Manual of Instructions for Bituminous Proportioning and Testing" issued by the Bureau of Materials and Physical Research, of the DEPARTMENT, and promptly submit reports on forms prepared by said Bureau. (3) All compaction tests as required by the specifications and report promptly the same on forms prepared by the Bureau of Materials and Physical Research. (4) Quality and sieve analyses on local aggregates to see that they comply with the specifications contained in the contract. (5) Inspection of all materials when inspection is not provided at the sources by the Bureau of Materials and Physical Research, of the DEPARTMENT and submit inspection reports to the LA and the DEPARTMENT in accordance with the policies of the said DEPARTMENT. k. ® Furnish or cause to be furnished (1) A resident construction supervisor, inspectors, and other technical personnel to perform the following work: (The number of such inspectors and other technical personnel required shall be subject to the approval of the LA.) a. Continuous observation of the work and the contractor's operations for compliance with the plans and specifications as construction proceeds, but the ENGINEER does not guarantee the performance of the contract by the contractor. b. Establishment and setting of lines and grades. C. Maintain a daily record of the contractor's activities throughout construction including sufficient information to permit verification of the nature and cost of changes in plans and authorized extra work. d. Supervision of inspectors, proportioning engineers and other technical personnel and the taking and submitting of material samples. e. Revision of contract drawings to reflect as built conditions. f. Preparation and submission to the LA in the required form and number of copies, all partial and final payment estimates, change orders, records and reports required by the LA and the DEPARTMENT. NOTE: When Federal funds are used for construction and the ENGINEER or the ENGINEER's assigned staff is named as resident construction supervisor, the ENGINEER is required to be prequalified with the STATE in Construction Inspection. The onsite resident construction supervisor and project inspectors shall possess valid Documentation of Contract Quantities certification. Printed 4/10/2013 Page 2 of 5 BLR 05512(Rev.01/10/12) 2. That all reports, plans, plats and special provisions to be furnished by the ENGINEER pursuant to this agreement will be in accordance with the current standard specifications and policies of the DEPARTMENT, it being understood that all such reports, plats, plans and drafts shall before being finally accepted, be subject to approval by the LA and the said DEPARTMENT. 3. To attend conferences at any reasonable time when requested to do so by the LA or representatives of the DEPARTMENT. 4. In the event plans, surveys or construction staking are found to be in error during the construction of the PROJECT and revisions of the plans or survey or construction staking corrections are necessary, the ENGINEER agrees that he will perform such work without expense to the LA, even though final payment has been received by him. He shall give immediate attention to these changes so there will be a minimum delay to the contractor. 5. The basic survey notes and sketches, charts, computations and other data prepared or obtained by the ENGINEER pursuant to this agreement will be made available upon request to the LA or the DEPARTMENT without cost and without restriction or limitations as to their use. 6. To make such changes in working plans, including all necessary preliminary surveys and investigations, as may be required after the award of the construction contract and during the construction of the improvement. 7. That all plans and other documents furnished by the ENGINEER pursuant to the AGREEMENT will be endorsed by him and will show his professional seal where such is required by law. 8. To submit, upon request by the LA or the DEPARTMENT a list of the personnel and the equipment he/she proposes to use in fulfilling the requirements of this AGREEMENT. The LA Agrees, 1. To pay the Engineer as compensation for all services performed as stipulated in paragraphs 1a, 1g, 1 i, 2, 3, 5 and 6 in accordance with one of the following methods indicated by a check mark: a ❑ A sum of money equal to percent of the awarded contract cost of the proposed improvement as approved by the DEPARTMENT. b. ❑ A sum of money equal to the percentage of the awarded contract cost for the proposed improvement as approved by the DEPARTMENT based on the following schedule: Schedule for Percentages Based on Awarded Contract Cost Awarded Cost Percentage Fees Under $50,000 (see note) Note: Not necessarily a percentage. Could use per diem, cost-plus or lump sum. 2. To pay for services stipulated in paragraphs 1b, 1c, 1d, 1e, 1f, 1h, 1j and 1k of THE ENGINEER AGREES at the hourly rates stipulated below for personnel assigned to this PROJECT as payment in full to the ENGINEER for the actual time spent in providing these services the hourly rates to include profit, overhead, readiness to serve, insurance, social security and retirement deductions. Traveling and other out-of-pocket expenses will be reimbursed to the ENGINEER at his actual cost. Subject to the approval of the LA, the ENGINEER may sublet all or part of the services provided under paragraphs 1 b, 1c, 1d, 1 e, 1f, 1j and 1 k of THE ENGINEER AGREES. If the ENGINEER sublets all or a part of this work, the LA will pay the cost to the ENGINEER plus a five (5) percent service charge. "Cost to ENGINEER"to be verified by furnishing the LA and the DEPARTMENT copies of invoices from the party doing the work. The classifications of the employees used in the work should be consistent with the employee classifications for the services performed. If the personnel of the firm including the Principal Engineer perform routine services that should normally be performed by lesser-salaried personnel, the wage rate billed for such services shall be commensurate with the work performed. Printed 4/10/2013 Page 3 of 5 BLR 05512(Rev.01/10/12) Grade Classification of Employee Hourly Rate Principal Engineer 171.00 Resident Construction Supervisor Chief of Party Instrument Man Rodmen Inspectors Project Manager 150 Sr Proj Engr/Surveyor 1 129 Sr Proj Technician II 129 Sr Proj Engr/Surveyor II 138 Admin Asst 78 The hourly rates itemized above shall be effective the date the parties, hereunto entering this AGREEMENT, have affixed their hands and seals and shall remain in effect until 12/31/2013 . In event the services of the ENGINEER extend beyond 12/31/2013 , the hourly rates will be adjusted yearly by addendum to this AGREEMENT to compensate for increases or decreases in the salary structure of the ENGINEER that are in effect at that time. 3. That payments due the ENGINEER for services rendered pursuant to this AGREEMENT will be made as soon as practicable after the services have been performed, in accordance with the following schedule: a. Upon completion of detailed plans, special provisions, proposals and estimate of cost- being the work required by paragraphs 1a through 1g under THE ENGINEER AGREES -to the satisfaction of the LA and their approval by the DEPARTMENT, 90 percent of the total fee based on the above fee schedule and the approved estimate of cost. b. Upon award of the contract for the improvement by the LA and its approval by the DEPARTMENT, 100 percent of the total fee (excluding any fees paragraphs 1j and 1 k of the ENGINEER AGREES), based on the above fee schedule and the awarded contract cost, less any previous payment. c. Upon completion of the construction of the improvement, 90 percent of the fee due for services stipulated in paragraphs 1j and 1k. d. Upon completion of all final reports required by the LA and the DEPARTMENT and acceptance of the improvement by the DEPARTMENT, 100 percent of the total fees due under this AGREEMENT, less any amounts previously paid. By mutual agreement, partial payments, not to exceed 90 percent of the amount earned, may be made from time to time as the work progresses. 4. That should the improvements be abandoned at any time after the ENGINEER has performed any part of the services provided for in paragraphs 1 a and 1 g, and prior to the completion of such services the LA shall reimburse the ENGINEER for his actual costs plus 134.26 percent incurred up to the time he is notified in writing of such abandonment "actual cost" being defined as material costs plus actual payrolls, insurance, social security and retirement deductions. Traveling and other out-of-pocket expenses will be reimbursed to the ENGINEER at his actual cost. 5. That should the LA require changes in any of the detailed plans, specifications or estimates (except for those required pursuant to paragraph 4 of THE ENGINEER AGREES) after they have been approved by the DEPARTMENT, the LA will pay the ENGINEER for such changes on the basis of actual cost plus 134.3 percent to cover profit, overhead and readiness to serve-"actual cost" being defined as in paragraph 4 above. It is understood that"changes" as used in this paragraph shall in no way relieve the ENGINEER of his responsibility to prepare a complete and adequate set of plans. 6. That should the LA extend completion of the improvement beyond the time limit given in the contract, the LA will pay the ENGINEER, in addition to the fees provided herein, his actual cost incurred beyond such time limit-"actual cost" being defined as in paragraph 4 above. 7. To submit approved forms BC 775 and BC 776 with this AGREEMENT when federal funds are used for construction. It is Mutually Agreed, 1. That any difference between the ENGINEER and the LA concerning the interpretation of the provisions of this AGREEMENT shall be referred to a committee of disinterested parties consisting of one member appointed by the Printed 4/10/2013 Page 4 of 5 BLR 05512(Rev.01/10/12) ENGINEER one member appointed by the LA and a third member appointed by the two other members for disposition and that the committee's decision shall be final. 2. This AGREEMENT may be terminated by the LA upon giving notice in writing to the ENGINEER at his last known post office address. Upon such termination, the ENGINEER shall cause to be delivered to the LA all drawings, specifications, partial and completed estimates and data if any from traffic studies and soil survey and subsurface investigations with the understanding that all such material becomes the property of the LA. The ENGINEER shall be paid for any services completed and any services partially completed in accordance with Section 4 of THE LA AGREES. 3. That if the contract for construction has not been awarded one year after the acceptance of the plans by the LA and their approval by the DEPARTMENT, the LA will pay the ENGINEER the balance of the engineering fee due to make 100 percent of the total fees due under the AGREEMENT, based on the estimate of cost as prepared by the ENGINEER and approved by the LA and the DEPARTMENT. 4. That the ENGINEER warrants that he/she has not employed or retained any company or person, other than a bona fide employee working solely for the ENGINEER, to solicit or secure this contract and that he/she has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the ENGINEER, any fee, commission, percentage, brokerage fee, gifts or any other consideration contingent upon or resulting from the award or making of this contract. For breach or violation of this warranty the LA shall have the right to annul this contract without liability. IN WITNESS WHEREOF, the parties have caused this AGREEMENT to be executed in quadruplicate counterparts, each of which shall be considered as an original by their duly authorized offices. Executed by the LA: United City of Yorkville of the (MunicipaIity/Townsh ip/Cou nty) ATTEST: State of Illinois, acting by and through its By Clerk By (Seal) Title: Executed by the ENGINEER: ATTEST: By Title: Title: Approved Date Department of Transportation Regional Engineer Printed 4/10/2013 Page 5 of 5 BLR 05512(Rev.01/10/12) ENGINEERING ENTERPRISES,INC. ATTACHMENT Al DATE: 411O+2013 CONSULTING ENGINEERS SUMMARY OF COMPENSATION FOR PROFESSIONAL ENGINEERING SERVICES ENTERED BY: MLPfBPS ROUTE 47 OFF-SITE PARKING IMPROVEMENTS UNITED CITY OF YORKVILLE,KENDALL CO.,IL ENGINEERING CAD SURVEYING ADMIK WORK WORK SENIOR SENIOR I SENIOR SENIOR ITEM COST ITEM PRINCIPAL PROJECT PROJECT PROJECT PROJECT PROJECT PROJECT SENIOR PROJECT PROJECT PROJECT PROJECT ADMIN. HOUR PER NO. WORK ITEM ENGINEER MANAGER MANAGER ENGINEER I ENGINEER MANAGER TECHN. TECHN. MANAGER SURVEYOR I SURVEYOR TECHN.1 ASST. SUMM. ITEM CONSTRUCTION ENGINEERING SERVICES CONSTRUCTION ENGINEERING SERVICES 7 80 $10,929 1 Contract Administration 9 28 36 2 COp gSftajOn Layout and Record Drawls s 4 6 21 30 1 4S46,809,394 3 CGnstruc[ion Observation 4 17 188 7,486 $0 $0 $0 Total: 13 0 49 230 0 0 0 0 21 30 0 0 7 FEE SCHEDULE AS OF 41/01/13 DIRECT COSTS Senior Principal :*4 0 hours ® $171 per hour= 50 M leda1 Tw2mg Sub 57,100 Pd I 13 hours 4 $171 Tow= 52.223 Envir mV[Mof Assasvneni Sub 56.G00 Project Manager 0 hours a $166 per hour= $0 Mucie Char 57,600 Pro"cl Manager 70 hours ? S150 per hour= $1.0.500 Senior Protect En ineer/Surve or II 0 110Uf4 8 $139 per hour= 50 SanfarP E -near I 264 hours M $929 per hour= $33.540 Pro ec1.E rlSury 0 hours $ $117 per hour= SO TOTAL= 513699 nior Surwe 0 hours a $108 hour= 50 E 'seer/SUN 0 hours ® 599 Pperh0ouurr= SD TOTAL LA00RTg ASWC,OM near131W 0 hours ® $88 per So Cordruat"E ineeri Swloas= S46-3o0 Senior Protect Technician I I T-6 0 hours ® S129 so Senior Pro'ecl Technician I _ T-5 0 hours m $117 . SO Proiect Technician T-4 0 hours 4J We per = $0 Senior Technician T-3 0 hexes 0 $99 = 50 Technician T•2 0 Iwurs § $86 = 50 TOTAL LABOR EXPENSES= Say Associate Technician Tall o hours ® $78 = SD Administrative Assistant A-3 7 hours ® $78 = $546 TOTAL CONTRACT COST= $60,4(19 HOURLY TOTAL= 350 TOTAL EEl LABOR= $46,909 0 CIP Reviewed By: Agenda Item Number J� $ 06 Legal ❑ CA#10 Finance ❑ ESL -� 1836 Engineer ■ -_� City Administrator ■ Tracking Number .4 City y Human Resources El� wn sw _© Community Development ■ PW 2013-18 � Police ❑ Public Works ■ Parks and Recreation ❑ Agenda Item Summary Memo Title: Stormwater Ordinance - Fee-in-Lieu Calculation Resolution Meeting and Date: City Council —April 23, 2013 Synopsis: Consideration of Adoption Council Action Previously Taken: Date of Action: PW 4/16/13 Action Taken: Item Number: Type of Vote Required: Majority Council Action Requested: Consideration of Adoption Submitted by: Brad Sanderson Engineering Name Department Agenda Item Notes: O Memorandum To: Bart Olson, City Administrator EST. 1836 From: Brad Sanderson, EEI CC: Eric Dhuse,Director of Public Works 09a Krysti Barksdale-Noble, Community Dev. Dir. <I.daC ,Z Lisa Pickering, Deputy City Clerk Date: April 10, 2013 Subject: Establishment of a Stormwater Management Fee-in-Lieu The purpose of this memo is to present a summary of findings regarding stormwater management fee-in-lieu's that are in place in neighboring communities and counties and if it would be beneficial for the City to establish a cost schedule for use with future redevelopment. Background: The latest version of the Kendall County Stormwater Ordinance was recently adopted by the United City of Yorkville with Ordinance No. 2012-56. The revised ordinance has a provision for fee-in-lieu of detention in section 203.1 e detailed below. "The developer of a redevelopment project may request that a fee-in-lieu of detention (site runoff storage volume) be approved provided that all of the following are demonstrated to the sole satisfaction of the administrator: 1. The drainage plan will not increase existing flood damages, and 2. The drainage plan provides a net watershed benefit in water quality compared to the existing development. The Administrator shall determine the appropriate fee to be collected as defined in Article 13, and his or her decision in the matter shall be considered final." Article 13, "Fee-in-lieu of site runoff storage", a copy of which is attached, details how the fee- in-lieu value is to be established and how the fee is to be utilized. The value can be established one of two ways. Section 1300.2a states "The fee computed for each acre-foot or part thereof of detention required and approved in accordance with the procedures and schedules as approved and adopted by the County or the Certified Community;". The second method is stated in section 1300.2b; "The estimated construction cost, as approved by the County or the Certified Community of the applicant's proposed and approved site runoff storage, including land costs." This memo discusses the establishment of a fee as discussed in Section 1300.2a. Questions Presented: Should the City approve a stormwater management fee-in-lieu cost schedule for use with redevelopment projects within the City? Discussion: As noted in the background discussion, many municipalities and counties within the Chicagoland area currently have a stormwater management fee-in-lieu cost schedule in place. The table below shows which local municipalities and counties have established a stormwater management fee-in-lieu cost and what that value has been set at. Stormwater Management Fee-in-Lieu Summary Table Stormwater Management Fee per Acre-foot of Municipality/County Fee-in-Lieu Established Detention Storage Required Kendall County Yes Eng Est or Municipality Estb Amt Kane County Yes $90,000 Will County Yes Eng Est or Municipality Estb Amt DuPage County* Yes $81,000-$133,000 City of Naperville* Yes $81,000-$133,000 City of Aurora Yes $90,000 Village of Montgomery Yes $90,000 Village of Oswego Yes Engineer's Estimate Village of Sugar Grove Yes Engineer's Estimate Village of Plainfield Yes Engineer's Estimate EEI Estimate for Yorkville - $83,000 *Varies depending on land use type associated with defined watersheds as established by DuPage County The table shows that the fee-in-lieu values have a wide range in value from $81,000 to $133,000 between the various local municipalities. In addition to researching the values used by neighboring communities, Engineering Enterprises, Inc. has drafted an engineer's estimate, a copy of which is attached, to break down the typical costs used to create these fee-in-lieu values. This estimate shows that the largest factor in constructing a traditional dry bottom or wet bottom detention basin is the cost to acquire the land required for the detention basin. This land cost variation can also be seen in the range of values detailed on Schedule B of the DuPage County Stormwater Ordinance which takes into account the primary land use type utilized in the various watersheds. There are several benefits to the City for providing a stormwater management fee-in-lieu cost schedule. The primary benefit of having an established fee is that the politics and negotiation associated with the developer providing their engineers estimate and agreeing to an acceptable fee can be eliminated. By establishing the fee, it will provide the developer with more information during the initial planning and design phases of redevelopment helping to streamline the permitting process. If the fee is utilized, it may also create an opportunity for the City to construct a new stormwater management facility elsewhere in the City or watershed which could address an existing upstream drainage issue and be more beneficial to the City and its residents. Due to the varying land costs associated with estimating this fee-in-lieu, it is important to have an idea of the types of development and land uses this proposed fee would be utilized for. Our experience shows that the types of redevelopment that most commonly have difficulty constructing traditional stormwater management facilities have higher density of impervious surfaces such as buildings, parking lots, and roadways that are common in urban settings usually accompanied by higher land costs. In addition, redevelopment sites are often subject to newer stricter stormwater ordinances which may cause difficulty providing additional detention facilities due to several reasons such as; wetlands/floodway/floodplain located on the property, proximity to a river or creek, flat site with no defined drainage outlet, site with extremely steep slopes, or a site with large upstream tributary areas and runoff. Based on our estimate and the already established fee schedules in the neighboring communities, we believe that establishing a cost schedule in the price range of $83,000 to $90,000 is both reasonable for the City and the developer while remaining in line with the area standards for urban redevelopments. It should be noted that this fee-in-lieu value may need to be re-evaluated in the future and adjusted to match rising land costs. Action Required: Consideration of approval. SCHEDULE B DETENTION VARIANCE FEE AND BMP FEE-IN-LIEU SCHEDULE 8/1/08 Detention Variance Fee Salt Creek $133,000 per acre-foot East Branch DuPage River $106,000 per acre-foot West Branch DuPage River $ 94,000 per acre-foot Sawmill Creek $ 87,000 per acre-foot Des Plain River Tributaries $133,000 per acre-foot Fox River Tributaries $ 81,000 per acre-foot The fee is calculated by multiplying the varied storage amount by the cost per acre-foot for the watershed planning area where the development is located. BMP Fee-in-lieu Single or two family residential land uses $ 3,000 per acre Religious institutions defined under Sec. 15-40 of the Illinois Property Tax Code and governmental entities, not to include roadways and parking lots $ 3,000 per acre Multiple family or non-residential land uses $15,000 per acre Roadway developments $30,000 per acre Schedule B Site Runoff Storage Variance and BMP Fee-in-lieu Schedule Page 142 of 142 Engineering Enterprises,Inc. 52 Wheeler Road,Sugar Grove,IL .0 PREPARED BY: I BPS,TNP, KTM DATE: I Aril 9,2013 City of Yorkville Stormwater Management Fee-in-Lieu Establishment Calculations Stormwater Management Fee in Lieu Calculations Excavation of 1.00 Ac-ft volume basin= 1 ac-ft"43,560 fe/ac/27 ft3/CY= 1,614 CY $9/CY=$14,526 Assume 4'Bounce in basin. Basin Footprint= 1.00 Ac-ft/4 ft=0.25 Ac, (105'x 105') Assume 15'buffer required on all sides of basin for setbacks,berm construction,etc. Total Area Required= 135'x 135'=0.42 Ac Native Planting Restoration of Basin=$10,000/acre Restoration Cost per Acre-foot Storage=$10,000/acre'0.42 acre=$4,200 Basin Outlet Structure Cost=$5,000/basin Land Acqusition=0.42 Ac`$101,000/Ac=$42,420 Sub-Total=$66,146/acre-foot 10%Contingency=$6,615/acre-foot 15%Administration, Design,Construction Observation Costs=$9,922/acre-foot Total Stormwater Management Fee in Lieu Cost=$82,683/acre-ft G:\Public\Yorkville\2013\YO1300-C City of Yorkville-General\Stormwater Management Fee-in-lieu\Fee-in-Lieu Calculations Resolution No. 2013- RESOLUTION ESTABLISHING A STORMWATER MANAGEMENT PROGRAM FEE-IN-LIEU SCHEDULE WHEREAS, the City Council of the United City of Yorkville has adopted the Kendall County Stormwater Management Ordinance as Ordinance No. 2012-56, and WHEREAS, Section 203.1e of the Kendall County Stormwater Management Ordinance provides for a fee-in-lieu of detention, and WHEREAS, the City Council has considered and discussed establishing a fee-in-lieu of detention, in accordance with Article 13 of the Kendall County Stormwater Management Ordinance. NOW THEREFORE BE IT RESOLVED, by the Mayor and City Council of the United City of Yorkville, Kendall County, Illinois, that the Fee-in-Lieu Schedule in the form set forth on Exhibit"A" attached hereto and incorporated herein is hereby adopted. Passed by the City Council of the United City of Yorkville, Kendall County, Illinois this day of , A.D. 2013. CITY CLERK CHRIS FUNKHOUSER DIANE TEELING LARRY KOT JACKIE MILSCHEWSKI CARLO COLOSIMO MARTY MUNNS ROSE ANN SPEARS KEN KOCH Approved by me, as Mayor of the United City of Yorkville, Kendall County, Illinois, this day of , A.D. 2013. MAYOR Resolution No.2013- Page 1 Engineering Enterprises,Inc. 52 Wheeler Road,Sugar Grove,IL .0 PREPARED BY: I BPS,TNP, KTM DATE: I Aril 9,2013 City of Yorkville Stormwater Management Fee-in-Lieu Establishment Calculations Stormwater Management Fee in Lieu Calculations Excavation of 1.00 Ac-ft volume basin= 1 ac-ft"43,560 fe/ac/27 ft3/CY= 1,614 CY $9/CY=$14,526 Assume 4'Bounce in basin. Basin Footprint= 1.00 Ac-ft/4 ft=0.25 Ac, (105'x 105') Assume 15'buffer required on all sides of basin for setbacks,berm construction,etc. Total Area Required= 135'x 135'=0.42 Ac Native Planting Restoration of Basin=$10,000/acre Restoration Cost per Acre-foot Storage=$10,000/acre'0.42 acre=$4,200 Basin Outlet Structure Cost=$5,000/basin Land Acqusition=0.42 Ac`$101,000/Ac=$42,420 Sub-Total=$66,146/acre-foot 10%Contingency=$6,615/acre-foot 15%Administration, Design,Construction Observation Costs=$9,922/acre-foot Total Stormwater Management Fee in Lieu Cost=$82,683/acre-ft G:\Public\Yorkville\2013\YO1300-C City of Yorkville-General\Stormwater Management Fee-in-lieu\Fee-in-Lieu Calculations ,SAD Co. Reviewed By: Agenda Item Number i JZ 001% Legal ❑ Minutes#1 Finance ❑ EST. 1836 Engineer ❑ - City Administrator ❑ Tracking Number "- Human Resources ❑ "$ �© Community Development ❑❑ CC 2013-22 Police ALE �► � Public Works ❑ Parks and Recreation ❑ Agenda Item Summary Memo Title: Minutes of the City Council—March 26, 2013 Meeting and Date: City Council—April 23, 2013 Synopsis: Approval of Minutes Council Action Previously Taken: Date of Action: Action Taken: Item Number: Type of Vote Required: Majority Council Action Requested: Approval Submitted by: Lisa Pickering Administration Name Department Agenda Item Notes: DRAFT MINUTES OF THE REGULAR MEETING OF THE CITY COUNCIL OF THE UNITED CITY OF YORKVILLE,KENDALL COUNTY,ILLINOIS, HELD IN THE CITY COUNCIL CHAMBERS 800 GAME FARM ROAD ON TUESDAY,MARCH 26,2013 Mayor Golinski called the meeting to order at 7:00 p.m. and led the Council in the Pledge of Allegiance. ROLL CALL Deputy City Clerk Pickering called the roll. Ward I Colosimo Present Koch Present Ward II Milschewski Present Kot Present Ward III Munns Present Funkhouser Present Ward IV Spears Present Teeling Present Also present: Deputy City Clerk Pickering, City Attorney Orr, City Administrator Olson, Chief of Police Hart,Public Works Director Dhuse, Community Development Director Barksdale-Noble, Interim Director of Parks and Recreation Schraw, EEI Engineer Sanderson,Human Resources Manager Ostreko, and Administrative Intern Weckbach. QUORUM A quorum was established. AMENDMENTS TO THE AGENDA None. PRESENTATIONS None. PUBLIC HEARING PC 2013-02 Tim Greyer, Petitioner,has filed an application with the United City of Yorkville,Kendall County,Illinois,requesting an amendment to the Briarwood Subdivision(formerly Cornerstone) Annexation Agreement and Planned Unit Development dated July 22,2003 and subsequently amended on April 24, 2004 related to the reduction of building and development fees. The real property consists of approximately 18 acres located generally north of Route 71;west of Route 47; and generally east of Walsh Drive in Yorkville, Illinois. Mayor Golinski said that the public hearing would be continued to the April 23,2013 City Council meeting at the petitioner's request. CITIZEN COMMENTS ON AGENDA ITEMS None. CONSENT AGENDA 1. Resolution 2013-07—for MFT General Maintenance Appropriation for FY 2014—authorize Mayor and City Clerk to execute(PW 2013-08) 2. Heartland Commercial Center Sanitary Sewer Acceptance—accept the public improvements (sanitary sewer) as described in the Bill of Sale for ownership and maintenance by the City and authorize the waiver of the requirement for a performance guarantee equal to 10%of the value of the public improvements, subject to verification that the developer has no outstanding debt owed to the City for this project. (PW 2013-09) 3. Resolution 2013-08—Approving a Revised Parkway Tree Program-authorize Mayor and City Clerk to execute (PW 2013-10) Mayor Golinski entertained a motion to approve the consent agenda. So moved by Alderman Munns; seconded by Alderman Funkhouser. Motion approved by a roll call vote. Ayes-8 Nays-0 Munns-aye,Milschewski-aye,Koch-aye, Teeling-aye, Funkhouser-aye, Kot-aye, Colosimo-aye, Spears-aye MINUTES FOR APPROVAL None. The Minutes of the Regular Meeting of the City Council—March 26,2013—Page 2 of 6 BILLS FOR PAYMENT (Informational): $706,232.38 REPORTS MAYOR'S REPORT Ordinance 2013-17 Extending the New Residential Construction Incentive Program by Amending Ordinance Number 2012-21 (B.U.I.L.D. Program) (CC 2013-16) Mayor Golinski entertained a motion to approve an Ordinance Extending the New Residential Construction Incentive Program by Amending Ordinance Number 2012-21 (B.U.I.L.D. Program)and authorize the Mayor and City Clerk to execute. So moved by Alderman Kot; seconded by Alderman Teeling. Motion approved by a roll call vote. Ayes-7 Nays-1 Milschewski-aye, Koch-aye, Teeling-aye,Funkhouser-aye, Kot-aye, Colosimo-nay, Spears-aye, Munns-aye Letter Opposing Cuts to Local Government Distributive Fund Revenues (CC 2013-18) Mayor Golinski entertained a motion to approve a Letter Opposing Cuts to Local Government Distributive Fund Revenues and authorize staff to send to state elected officials. So moved by Alderman Funkhouser; seconded by Alderman Munns. Mayor Golinski said that Governor Quinn has announced that the state would like to cap the Local Government Distributive Fund(LGDF)revenues that go to municipalities. Governor Quinn is proposing to cap the amount that municipalities receive at the level where it currently is. This means that if there is any growth in the LGDF revenues, it would go to the state instead of the municipalities. If approved,the proposal to cap the LGDF revenues would end up costing the City anywhere from$90,000- $200,000 in revenue each year. Motion unanimously approved by a viva voce vote. PUBLIC WORKS COMMITTEE REPORT Fox Hill and Sunflower Estates SSA for Mowing and Maintenance—Bid Award (PW 2013-11) A motion was made by Alderman Teeling to accept the bid proposal for the mowing and maintenance of the Fox Hill and Sunflower Estates subdivisions for the fiscal year 2013-2014 from Marywood Landscaping,Inc.; seconded by Alderman Munns. Mayor Golinski said that the bids came back lower than expected this year. Motion approved by a roll call vote. Ayes-8 Nays-0 Teeling-aye,Funkhouser-aye,Kot-aye, Colosimo-aye, Spears-aye,Munns-aye,Milschewski-aye,Koch-aye Infrastructure Costs (PW 2013-06) Administrator Olson said that staff is seeking endorsement from the City Council on the staff recommendation for the five year Road to Better Roads Program that is in the packet. He explained that if staff proceeds as proposed,the roads that would be repaired this year would be Bristol Avenue,Leisure Street,McHugh Road,Walnut Street, and Somonauk Street. Administrator Olson noted that if the City Council would like staff to proceed,it would result in an EEI engineering agreement for the design of the Bristol Avenue water main project being placed on the April Public Works Committee agenda. He said that each individual road project would require an engineering agreement that would outline the scope of services for each project. These engineering agreements would be placed on an agenda for City Council approval. Since the engineering agreements will need City Council approval, endorsement of the proposed five year plan would not obligate the council in the future if they decide to change their mind. The general consensus was for staff to proceed with the proposed five year road repair program. ECONOMIC DEVELOPMENT COMMITTEE REPORT No report. PUBLIC SAFETY COMMITTEE REPORT No report. The Minutes of the Regular Meeting of the City Council—March 26,2013—Page 3 of 6 ADMINISTRATION COMMITTEE REPORT Bond Refinancing—Library 2005B and Countryside TIF (ADM 2013-12) Library 2005B—Engagement Letter with Bernardi Securities A motion was made by Alderman Spears to approve an engagement letter with Bernardi Securities regarding refinancing the Library General Obligation Bond, Series 2005B and authorize the Mayor and City Clerk to execute; seconded by Alderman Milschewski. Alderman Kot asked if there was a recommendation from the Administration Committee as to whether the City should move ahead with this bond refinancing. Alderman Spears said that the library bond received a positive recommendation to move forward with the refinancing,while the Countryside TIF bond was moved forward for discussion by the entire City Council. Mayor Golinski suggested the City Council talk about the library bond first and take a vote and then they could discuss the Countryside TIF bond. Alderman Funkhouser commented that while no one wanted to push the city's financial responsibilities further into the future,refinancing the library bond would help the financial ability of the city as a whole. Alderman Kot questioned if the$50,000 savings that the city would realize from the library bond refinancing would happen soon enough to offset the library's projected deficit for this year. Administrator Olson explained that it would not impact the library's budget because the library bond was a referendum approved construction bond and by refinancing it to save money, it would result in a lower portion of property taxes going towards repayment of the bond. He said that by refinancing this bond,the debt service payments are also decreased each year. Motion approved by a roll call vote. Ayes-8 Nays-0 Kot-aye, Colosimo-aye, Spears-aye,Munns-aye, Milschewski-aye, Koch-aye, Teeling-aye,Funkhouser-aye Attorney Orr informed the City Council that staff was planning on bringing the library bond refinancing ordinance to the City Council to vote on at the April 23 meeting. She explained that tonight's vote was just to engage the underwriter to get started with the process. Countryside TIF Mayor Golinski asked Administrator Olson to update the City Council on the Countryside TIF bond. Administrator Olson explained that the refinancing of the Countryside TIF bond was proposed as part of the budget process from a debt service schedule perspective. He said that to align with the budget timeline, staff would need direction in the next month as to whether they should start the refinancing process. Administrator Olson said that refinancing the bond was originally proposed because the city has been paying the debt service payment each year out of the bond proceeds. If the bond is not refinanced by fiscal year 2019,there will not be any money left in the TIF fund to make the debt service payments. Last fall City Council approved an incentive agreement with a developer to build a theatre. The incentive agreement says that the city will pay out whatever is left in the bond proceeds fund when a certificate of occupancy is issued to the theatre. The remainder of the incentive money would be paid out over time from the amusement tax revenues. Administrator Olson explained that when staff looked at the debt service schedule,they found that at the time of payout to the developer, regardless of whether the amount left in the bond proceeds is 1.2 million dollars or 1.8 million dollars,the city will still be looking at making next year's bond payment as a temporary loan out of the general fund. He further explained that until the theatre is built,the property is fully assessed, and the property owner starts making property tax payments on a completed theatre, the Countryside TIF fund will be running at a deficit. Once those things happen,is when the City will start to get the TIF revenue and that's when the City can use the TIF revenue to start offsetting the bond payment. Administrator Olson said the question is—does the City Council want to be in deficit the next couple of years or do they want to just refinance the bond which would lower the City's payments and stretch out the life of the TIF. He said that the answer depends on what the City can afford from a cash flow perspective. Alderman Colosimo questioned from a budget and cash flow perspective what incentive is there for the City to refinance the bond to make an early$600,000 payment to the developer. In his opinion,the developer entered into an agreement that they would get 1.2 million dollars and that the rest would be paid off by the TIF. Attorney Orr clarified that the rest of the money would be paid off by the City's share of the amusement tax. She said that if the developer obligation was paid off then the City would receive the amusement tax money sooner,which would result in a more realistic view of revenues versus obligations. Administrator Olson said that the question remains as to whether the City should try to refinance this bond or not. He said that the process takes a couple of months, so he would like clear direction as to whether he should proceed. Attorney Orr mentioned that the bond is General Obligation backed, so if the The Minutes of the Regular Meeting of the City Council—March 26,2013—Page 4 of 6 City cannot fund the debt service payments from TIF proceeds,then the City has to fund the debt service payments out of the general fund. This is the reason to look at the numbers so that if the interest rate is less,then the City doesn't have to fund the debt service payment out of the general fund. Administrator Olson said that his suggestion from a budget prospective is to be conservative and amend the budget to remove the refinancing from budget and then continue the discussion as to whether to refinance at a later date. He said that if they proceed this way,then the city would be preparing for the most expensive scenario in regards to that fund. Alderman Colosimo thought that the City should budget conservatively for the most expensive scenario and then have staff investigate the refinancing option. The general consensus was to proceed with Alderman Colosimo's suggestion. Benefit Insurance Program Renewal—FY 14 (ADM 2013-16) A motion was made by Alderman Spears to authorize staff to cancel the contract with Lincoln Financial Group and approve a contract with Guardian for life insurance,to renew a contract with EyeMed for vision insurance,to renew a contract with Blue Cross Blue Shield for dental insurance,to renew a contract with Blue Cross Blue Shield for health insurance for current HMO and PPO plans with no change from the previous fiscal year for non-union employee contribution rates, and to add a second PPO option with employee contribution rates at 4%; seconded by Alderman Milschewski. Motion approved by a roll call vote. Ayes-8 Nays-0 Colosimo-aye, Spears-aye,Munns-aye,Milschewski-aye, Koch-aye, Teeling-aye,Funkhouser-aye,Kot-aye PARK BOARD Mower Trade-in and Purchase (CC 2013-19) Mayor Golinski entertained a motion to approve the trade-in of a 2003 Toro mower to Reinders,Inc., as part of the purchase of a new mower. So moved by Alderman Munns; seconded by Alderman Milschewski. Motion approved by a roll call vote. Ayes-8 Nays-0 Spears-aye,Munns-aye,Milschewski-aye,Koch-aye, Teeling-aye,Funkhouser-aye,Kot-aye,Colosimo-aye PLAN COMMISSION Ordinance 2013-18 Approving the Salek Subdivision of Lion's Pool Final Plat of Subdivision (PC 2013-01) Mayor Golinski entertained a motion to approve an Ordinance Approving the Salek Subdivision of Lion's Pool Final Plat of Subdivision and authorize the Mayor and City Clerk to execute. So moved by Alderman Colosimo; seconded by Alderman Funkhouser. Mayor Golinski commented that there had been a minor scrivener's error on the plat that was approved by the City Council at a previous City Council meeting. He explained that this revised plat will correct the error. Motion approved by a roll call vote. Ayes-8 Nays-0 Munns-aye,Milschewski-aye,Koch-aye, Teeling-aye, Funkhouser-aye,Kot-aye, Colosimo-aye, Spears-aye ZONING BOARD OF APPEALS No report. CITY COUNCIL REPORT No report. CITY CLERK'S REPORT No report. CITY TREASURER'S REPORT No report. COMMUNITY&LIAISON REPORT School Board Meeting Alderman Funkhouser reported that the school board had held a public hearing last week for the online charter school that has been proposed. He said that the public comment was very unfavorable to a charter school in the community. The Minutes of the Regular Meeting of the City Council—March 26,2013—Page 5 of 6 Letter regarding Tattered American Flags Mayor Golinski read an email that he had received from Mr. Justin Wright,who is a disabled American Veteran. Mr. Wright's email said that he had served in the Marine Corps for seven years and he was very concerned that some of the businesses in Yorkville were flying torn and tattered American flags. In his email he said that if addressing this concern was a matter of man power,that he would offer his services to lower the tattered flags and raise new ones. Mayor Golinski said that he received a list of thirteen businesses with tattered flags from Mr. Wright and that staff started calling businesses. He said that all of the businesses that they called changed their flag right away. Mayor Golinski said that he wished to thank Mr. Wright for bringing this to the City's attention and he asked that if anyone sees a tattered flag,just to call City Hall and let the staff know. Alderman Colosimo mentioned that there is a bin in the front of the American Legion on Route 34 where American flags can be dropped off so that they can be properly disposed of. STAFF REPORT No report. MAYOR'S REPORT (cont'd) Proposed Fiscal Year 2013-2014 Budget (CC 2013-12) Library Transfer Mayor Golinski said that there are a couple of outstanding issues with the budget which need to be discussed again,the first of which is the request to transfer money into the library's budget. He mentioned that the Library Board had sent all of the elected officials a letter regarding the library's request for the City to transfer$21,000 into the Library Operations line item. The City Council discussed that the library already has an approximate fund balance of thirty-seven percent,while the city is currently facing a deficit and also that complaints have been received that the library is not open on Sundays. It was brought up that the City should approve the transfer because the library, in previous years,had made concessions to the city by taking less than the maximum levy allowed by law based on the City telling them that if they took the smaller levy,that the City would keep their funding at the same level that the Library had previously received. Mayor Golinski took an informal poll and the majority of the City Council were in favor of adding the $21,000 transfer to the library's budget,based on the concessions that the library had made in the past at the city's request. Senior Garbage Subsidy Mayor Golinski said that the next discussion item is the senior garbage subsidy. He feels that the City should go with the full senior garbage subsidy for FY 14 as he thinks that it is too late to change at this point. He said that a three tiered system was looked at and it appeared that it would be very difficult to administer with the current staffing levels. Mayor Golinski thought that the City Council should consider a true needs-based program,which would be based on circuit breaker eligibility. If seniors qualified for circuit breaker,then they would just be charged a flat dollar amount such as $5.00 per month for garbage service. In addition,the City could still offer a senior discount for seniors who are ineligible for circuit breaker. He said that it could be a discount of 25%or 30% off the cost of garbage service. Alderman Colosimo said that he still thinks that the City should have a three tiered system. Alderman Milschewski asked if the staff had looked to see what other communities where doing. Administrator Olson said that most other communities offer an age based discount only. Mayor Golinski said that he thinks that our subsidy is an anomaly; that no other community offers seniors garbage service for fifty cents a month. Administrator Olson said that based on the discussion,his recommendation is to budget for the full subsidy of$140,000 for FY 14 and then budget$75,000 per year for the subsidy for FY 15 through FY 18 and work on the senior discount policy over the next year. Mayor Golinski said that he would like to send the senior discount policy to the Administration Committee for the committee to work out a policy for next year. Countryside TIF Alderman Colosimo questioned what the timeline was for the City Council to make a decision as to whether the city should fully fund the incentive payout for the theatre. Administrator Olson said that an informal decision would be made as part of the budget process. Depending on the direction as part of the budget process, staff would bring a revised development agreement to the City Council if that was the direction given. Alderman Kot asked if the incentive payout had been discussed recently with the developer. Administrator Olson said that the original development agreement contemplated a$1.8 million dollar payout from the TIF fund and when the construction timeline and the debt service payments were looked at, it was realized that there would probably only be around$1.2 million dollars left in the TIF fund depending on the final construction timeline. He said that the developer was planning on receiving the $1.8 million dollar amount from the TIF fund. Alderman Kot thought that the City Council should talk to the developer about this. Mayor Golinski commented that the total incentive to the developer was two million dollars and it was originally thought that the developer would be receiving$1.8 million when the theater opened with the remainder of the incentive money being paid out over time from the amusement The Minutes of the Rezular Meeting of the City Council—March 26,2013—Paae 6 of 6 tax revenues. He mentioned that he was out at the job site earlier that day and that the footings had been poured and that the walls should be going up during the early part of April. Administrator Olson said that they could budget conservatively with the most expensive scenario for budget purposes. Employee Health Care Costs Alderman Kot asked for clarification on the employee health care costs. Administrator Olson said that the original budget proposal included a gross raise that would be approximately five percent for employees and in return the employees would be asked to contribute a higher percentage toward health insurance costs. He said that the latest revision to the budget reverts to a two percent gross raise and eliminates the additional percentage that had been proposed for employees to contribute towards health insurance costs. Employees will pay the same percentage cost that they have been currently paying. Administrator Olson mentioned that health insurance premiums were increasing for FY 14, so the monthly insurance costs would increase a little for employees. Mayor Golinski said he would be bringing an ordinance approving the budget to the April 9 City Council meeting. ADDITIONAL BUSINESS Route 47 Construction—Truck Route Alderman Koch asked if the alternate truck route was mandatory for trucks during the Route 47 construction project. Administrator Olson said that the truck route is optional and that the construction staging is set up to allow for wide loads to still travel on Route 47. Safe Routes to School Sidewalk Project Alderman Kot wanted to make sure that information was communicated to residents about the Safe Routes to School sidewalk program. Engineer Sanderson said that the project was supposed to be starting the following week and that a flyer would be passed out to the residents about the project. EXECUTIVE SESSION None. CITIZEN COMMENTS Mr. Larry DeBord commented that he thought that the City Council should refinance the bonds if they could since interest rates were currently at a fifty year low. He also asked if the city was on the hook for any bills for the bike path. Mayor Golinski said that the Push for the Path group had raised over$100,000 so far for the bike path. He said that as the bills come in for the project,the Push for the Path group is turning over funds to the city to pay the bills. ADJOURNMENT Mayor Golinski adjourned the meeting at 8:13 p.m. Minutes submitted by: Lisa Pickering, Deputy City Clerk, City of Yorkville,Illinois 0 CIP Reviewed By: Agenda Item Number d J $ •n Legal : Bills for Payment Finance ESL -� 1836 Engineer ❑ -_� City Administrator ❑ Tracking Number .4 City y Human Resources E]� wn sw �© Community Development ❑ Police ❑ Public Works ❑ Parks and Recreation ❑ Agenda Item Summary Memo Title: Bills for Payment - $724,546.01 Meeting and Date: City Council—April 23, 2013 Synopsis: Council Action Previously Taken: Date of Action: Action Taken: Item Number: Type of Vote Required: Council Action Requested: Submitted by: Amy Simmons Finance Name Department Agenda Item Notes: DATE: 04/17/13 UNITED CITY OF YORKVILLE PAGE: 1 TIME: 08:31:10 CHECK REGISTER PRG ID: AP215000.WOW CHECK DATE: 04/23/13 CHECK # VENDOR # INVOICE INVOICE ITEM NUMBER DATE # DESCRIPTION ACCOUNT # ITEM AMT 515189 AACVB AURORA AREA CONVENTION ANN-35 03/14/13 01 ADMIN-ANNUAL MEETING DINNER 01-110-54-00-5415 30.00 02 FOR ONE PERSON ** COMMENT ** INVOICE TOTAL: 30.00 * CHECK TOTAL: 30.00 515190 ACCURINT LEXISNEXIS RISK DATA MGMT. 1249304-20130331 03/31/13 01 POLICE-MARCH SEARCHES 01-210-54-00-5462 50.00 INVOICE TOTAL: 50.00 * CHECK TOTAL: 50.00 515191 ADVAAUTO ADVANCED AUTOMATION & CONTROLS 13-1833 02/28/13 01 WATER OP-INSTALLED TEMPORARY 51-510-54-00-5445 220.00 02 ANTENNA TO REPAIR WELL 7 RADIO ** COMMENT ** 03 SIGNAL ISSUE ** COMMENT ** INVOICE TOTAL: 220.00 CHECK TOTAL: 220.00 515192 AMPERAGE AMPERAGE ELECTRICAL SUPPLY INC 0452047-IN 03/12/13 01 WATER OP-HIGH PRESSURE SODIUM 51-510-56-00-5620 133.65 02 LAMPS ** COMMENT ** INVOICE TOTAL: 133.65 CHECK TOTAL: 133.65 515193 ARAMARK ARAMARK UNIFORM SERVICES 610-7969988 03/26/13 01 STREETS-UNIFORMS 01-410-56-00-5600 20.25 02 WATER OP-UNIFORMS 51-510-56-00-5600 20.26 Pagel DATE: 04/17/13 UNITED CITY OF YORKVILLE PAGE: 2 TIME: 08:31:10 CHECK REGISTER PRG ID: AP215000.WOW CHECK DATE: 04/23/13 CHECK # VENDOR # INVOICE INVOICE ITEM NUMBER DATE # DESCRIPTION ACCOUNT # ITEM AMT 515193 ARAMARK ARAMARK UNIFORM SERVICES 610-7969988 03/26/13 03 SEWER OP-UNIFORMS 52-520-56-00-5600 20.26 INVOICE TOTAL: 60.77 * 610-7979234 04/02/13 01 STREETS-UNIFORMS 01-410-56-00-5600 23.50 02 WATER OP-UNIFORMS 51-510-56-00-5600 23.50 03 SEWER OP-UNIFORMS 52-520-56-00-5600 23.50 INVOICE TOTAL: 70.50 * 610-7988692 04/09/13 01 STREETS-UNIFORMS 01-410-56-00-5600 23.50 02 WATER OP-UNIFORMS 51-510-56-00-5600 23.50 03 SEWER OP-UNIFORMS 52-520-56-00-5600 23.50 INVOICE TOTAL: 70.50 * CHECK TOTAL: 201.77 515194 ATT AT&T 6305534360-0313 03/25/13 01 POLICE-MONTHLY CHARGES 01-210-54-00-5440 54.28 INVOICE TOTAL: 54.28 * 6305536805-0313 03/25/13 01 WATER OP-MONTHLY CHARGES 51-510-54-00-5440 115.52 INVOICE TOTAL: 115.52 * CHECK TOTAL: 169.80 515195 ATTLONG AT&T LONG DISTANCE 828932136-0313 04/01/13 01 POLICE-MARCH LONG DISTANCE 01-210-54-00-5440 144.17 02 LIBARY-MARCH LONG DISTANCE 82-820-54-00-5440 92.87 INVOICE TOTAL: 237.04 CHECK TOTAL: 237.04 515196 AUTOSP AUTOMOTIVE SPECIALTIES, INC. Page 2 DATE: 04/17/13 UNITED CITY OF YORKVILLE PAGE: 3 TIME: 08:31:10 CHECK REGISTER PRG ID: AP215000.WOW CHECK DATE: 04/23/13 CHECK # VENDOR # INVOICE INVOICE ITEM NUMBER DATE # DESCRIPTION ACCOUNT # ITEM AMT 515196 AUTOSP AUTOMOTIVE SPECIALTIES, INC. 19091 03/19/13 01 STREETS-ALIGNMENT 01-410-54-00-5495 95.35 INVOICE TOTAL: 95.35 * CHECK TOTAL: 95.35 515197 AUTOZONE AUTO ZONE, iNC. 2247465487 03/13/13 01 STREETS-FUEL HOSE 01-410-56-00-5640 3.87 INVOICE TOTAL: 3.87 * 2247469039 03/19/13 01 STREETS-BRAKE HOSE BOLT 01-410-56-00-5640 3.99 INVOICE TOTAL: 3.99 * CHECK TOTAL: 7.86 515198 AWWA AMERICAN WATER WORKS ASSOC 7000585083 11/27/12 01 WATER OP-ANNUAL DUES 51-510-54-00-5460 54.16 02 WATER OP-ANNUAL DUES 51-000-14-00-1400 270.84 INVOICE TOTAL: 325.00 * CHECK TOTAL: 325.00 515199 BATTERYS BATTERY SERVICE CORPORATION 230999 03/22/13 01 STREETS-BATTERY 01-410-54-00-5495 69.50 INVOICE TOTAL: 69.50 * CHECK TOTAL: 69.50 515200 BCBS BLUE CROSS BLUE SHIELD 040513-DENTAL 04/05/13 01 ADMIN-MAY DENTAL INS. 01-000-14-00-1400 459.04 02 ADMIN-MAY ELECTED OFFICIAL 01-000-14-00-1400 547.02 Page 3 DATE: 04/17/13 UNITED CITY OF YORKVILLE PAGE: 4 TIME: 08:31:10 CHECK REGISTER PRG ID: AP215000.WOW CHECK DATE: 04/23/13 CHECK # VENDOR # INVOICE INVOICE ITEM NUMBER DATE # DESCRIPTION ACCOUNT # ITEM AMT 515200 BCBS BLUE CROSS BLUE SHIELD 040513-DENTAL 04/05/13 03 DENTAL INS. ** COMMENT ** 04 ADMIN-MAY FINANCE DENTAL INS. 01-000-14-00-1400 255.10 05 ADMIN-MAY POLICE DENTAL INS. 01-000-14-00-1400 2,805.99 06 ADMIN-MAY COMM/DEV DENTAL INS. 01-000-14-00-1400 291.92 07 ADMIN-MAY STREETS DENTAL INS. 01-000-14-00-1400 547.02 08 ADMIN-MAY RETIREES DENTAL INS. 01-000-14-00-1400 418.77 09 PARKS-MAY DENTAL INS. 79-000-14-00-1400 644.87 10 RECREATION-MAY DENTAL INS. 79-000-14-00-1400 213.80 11 WATER OP-MAY DENTAL INS. 51-000-14-00-1400 565.08 12 SEWER OP-MAY DENTAL INS. 52-000-14-00-1400 208.36 13 LIBRARY-MAY DENTAL INS. 82-000-14-00-1400 495.86 INVOICE TOTAL: 7,452.83 040513-HEALTH 04/05/13 01 ADMIN-MAY HEALTH INS. 01-000-14-00-1400 5,093.70 02 ADMIN-MAY ELECTED OFFICIAL INS 01-000-14-00-1400 5,877.49 03 ADMIN-MAY FINANCE HEALTH INS 01-000-14-00-1400 1,332.92 04 ADMIN-MAY POLICE HEALTH INS. 01-000-14-00-1400 28,891.10 05 ADMIN-MAY COMM/DEV HEALTH INS 01-000-14-00-1400 3,211.65 06 ADMIN-MAY STREETS HEALTH INS. 01-000-14-00-1400 6,162.34 07 ADMIN-MAY RETIREES HEALTH INS. 01-000-14-00-1400 5,876.23 08 PARKS-MAY HEALTH INS. 79-000-14-00-1400 7,123.63 09 RECREATION-MAY HEALTH INS. 79-000-14-00-1400 2,480.19 10 WATER OP-MAY HEALTH INS. 51-000-14-00-1400 6,396.47 11 SEWER OP-MAY HEALTH INS. 52-000-14-00-1400 3,268.28 12 LIBRARY-MAY HEALTH INS. 82-000-14-00-1400 5,311.58 INVOICE TOTAL: 81,025.58 CHECK TOTAL: 88,478.41 515201 CALLONE UNITED COMMUNICATION SYSTEMS 1010-7980-0000-0413 04/15/13 01 ADMIN-MARCH CHARGES 01-110-54-00-5440 247.93 02 ADMIN-MARCH CITY HALL NORTEL 01-110-54-00-5440 269.46 03 POLICE-MARCH CITY HALL NORTEL 01-210-54-00-5440 269.46 Page 4 DATE: 04/17/13 UNITED CITY OF YORKVILLE PAGE: 5 TIME: 08:31:10 CHECK REGISTER PRG ID: AP215000.WOW CHECK DATE: 04/23/13 CHECK # VENDOR # INVOICE INVOICE ITEM NUMBER DATE # DESCRIPTION ACCOUNT # ITEM AMT 515201 CALLONE UNITED COMMUNICATION SYSTEMS 1010-7980-0000-0413 04/15/13 04 WATER OP-MARCH CITY HALL 51-510-54-00-5440 269.46 05 NORTEL ** COMMENT ** 06 POLICE-MARCH CHARGES 01-210-54-00-5440 700.70 07 POLICE-MARCH CITY HALL FIRE 01-210-54-00-5440 57.79 08 ADMIN-MARCH CITY HALL FIRE 01-110-54-00-5440 57.78 09 LIBRARY-MARCH CHARGES 82-820-54-00-5440 86.18 10 WATER OP-MARCH CHARGES 51-510-54-00-5440 1,219.79 11 REC CENTER-MARCH CHARGES 80-800-54-00-5440 286.35 12 PARKS-MARCH CHARGES 79-790-54-00-5440 42.69 13 RECREATION-MARCH CHARGES 79-795-54-00-5440 58.51 INVOICE TOTAL: 3,566.10 CHECK TOTAL: 3,566.10 515202 CAMBRIA CAMBRIA SALES COMPANY INC. 33563 03/28/13 01 ADMIN-PAPER TOWELS, URINAL 01-110-56-00-5610 136.92 02 SCREEN, DEODORIZER ** COMMENT ** INVOICE TOTAL: 136.92 33568 04/01/13 01 SEWER OP-PAPER TOWEL 52-520-56-00-5620 55.50 INVOICE TOTAL: 55.50 CHECK TOTAL: 192.42 515203 CARGILL CARGILL, INC 2901028979 03/06/13 01 WATER OP-BULK ROCK SALT 51-510-56-00-5638 2,920.42 INVOICE TOTAL: 2,920.42 2901038064 03/12/13 01 WATER OP-BULK ROCK SALT 51-510-56-00-5638 2,817.43 INVOICE TOTAL: 2,817.43 2901062283 03/26/13 01 WATER OP-BULK ROCK SALT 51-510-56-00-5638 2, 741.06 INVOICE TOTAL: 2, 741.06 CHECK TOTAL: 8,478.91 Page 5 DATE: 04/17/13 UNITED CITY OF YORKVILLE PAGE: 6 TIME: 08:31:10 CHECK REGISTER PRG ID: AP215000.WOW CHECK DATE: 04/23/13 CHECK # VENDOR # INVOICE INVOICE ITEM NUMBER DATE # DESCRIPTION ACCOUNT # ITEM AMT 515204 COMCAST COMCAST CABLE 032613 03/26/13 01 POLICE-APRIL CABLE 01-210-56-00-5620 4.23 INVOICE TOTAL: 4.23 * CHECK TOTAL: 4.23 515205 COMED COMMONWEALTH EDISON 0185079109-0313 04/04/13 01 SEWER OP-420 FAIRHAVEN 52-520-54-00-5480 118.92 INVOICE TOTAL: 118.92 * 0435113116-0313 04/04/13 01 STREETS-LIGHTS 01-410-54-00-5480 76.42 INVOICE TOTAL: 76.42 * 0903040077-0313 03/30/13 01 STREETS-LIGHTS 01-410-54-00-5480 2,193.75 INVOICE TOTAL: 2,193.75 * 0908014004-0313 04/04/13 01 WATER OP-WELLS 51-510-54-00-5480 93.60 INVOICE TOTAL: 93.60 * 0966038077-0313 04/02/13 01 WATER OP-456 KENNEDY RD 51-510-54-00-5480 92.26 02 PRESSURE VALVE ** COMMENT ** INVOICE TOTAL: 92.26 * 1183088101-0313 04/01/13 01 SEWER OP-1107 PRAIRIE CROSSING 52-520-54-00-5480 111.22 02 LIFT ** COMMENT ** INVOICE TOTAL: 111.22 * 1407125045-0313 04/08/13 01 SEWER OP-FOX HILL 7 LIFT 52-520-54-00-5480 83.75 INVOICE TOTAL: 83.75 * 2019099044-0313 04/06/13 01 WATER OP-WELLS 51-510-54-00-5480 75.79 INVOICE TOTAL: 75.79 * 2668047007-0313 03/28/13 01 SEWER OP-1908 RAINTREE RD 52-520-54-00-5480 421.67 INVOICE TOTAL: 421.67 * Page 6 DATE: 04/17/13 UNITED CITY OF YORKVILLE PAGE: 7 TIME: 08:31:10 CHECK REGISTER PRG ID: AP215000.WOW CHECK DATE: 04/23/13 CHECK # VENDOR # INVOICE INVOICE ITEM NUMBER DATE # DESCRIPTION ACCOUNT # ITEM AMT 515205 COMED COMMONWEALTH EDISON 2961017043-0313 04/02/13 01 SEWER OP-LIFT STATIONS 52-520-54-00-5480 88.58 INVOICE TOTAL: 88.58 * 4085080033-0313 04/01/13 01 WATER OP-1991 CANNONBALL TRAIL 51-510-54-00-5480 237.54 INVOICE TOTAL: 237.54 * 4449087016-0313 04/06/13 01 SEWER OP-LIFT STATIONS 52-520-54-00-5480 1,512.94 INVOICE TOTAL: 1,512.94 * 4475093053-0313 04/04/13 01 WATER OP-610 TOWER LANE 51-510-54-00-5480 224.62 INVOICE TOTAL: 224.62 * CHECK TOTAL: 5,331.06 515206 CONSTELL CONSTELLATION NEW ENERGY 0009469265 03/25/13 01 STREETS-421 POPLAR DR 01-410-54-00-5480 3, 720.87 INVOICE TOTAL: 3, 720.87 * 0009469270 03/25/13 01 WATER OP-3299 LEHMAN CROSSING 51-510-54-00-5480 3,130.33 INVOICE TOTAL: 3,130.33 * 0009537339 03/31/13 01 WATER OP-2921 BRISTOL RIDGE 51-510-54-00-5480 2,042.24 INVOICE TOTAL: 2,042.24 * 0009568314 04/04/13 01 STREETS-1 COUNTRYSIDE PKWY 01-410-54-00-5480 164.33 INVOICE TOTAL: 164.33 * 0009576730 04/04/13 01 WATER OP-2224 TREMONT STREET 51-510-54-00-5480 3,384.87 INVOICE TOTAL: 3,384.87 * 0009592662 04/04/13 01 SEWER OP-420 FAIRHAVEN WELL 52-520-54-00-5480 666.38 INVOICE TOTAL: 666.38 * 0009592664 04/04/13 01 WATER OP-610 TOWER LANE 51-510-54-00-5480 4, 791.23 INVOICE TOTAL: 4, 791.23 * CHECK TOTAL: 17,900.25 Page 7 DATE: 04/17/13 UNITED CITY OF YORKVILLE PAGE: 8 TIME: 08:31:10 CHECK REGISTER PRG ID: AP215000.WOW CHECK DATE: 04/23/13 CHECK # VENDOR # INVOICE INVOICE ITEM NUMBER DATE # DESCRIPTION ACCOUNT # ITEM AMT 515207 DAVEAUTO DAVID L CHELSEN 20470 03/22/13 01 POLICE-SQUAD REPAIR 01-210-54-00-5495 183.00 INVOICE TOTAL: 183.00 * 20476 04/03/13 01 POLICE-SQUAD REPAIR 01-210-54-00-5495 524.00 INVOICE TOTAL: 524.00 * 20502 04/01/13 01 POLICE-SQUAD REPAIR 01-210-54-00-5495 147.00 INVOICE TOTAL: 147.00 * 20514 04/03/13 01 POLICE-DRIVER WINDOW REPAIR 01-210-54-00-5495 198.00 INVOICE TOTAL: 198.00 * 20538 04/09/13 01 POLICE-SQUAD REPAIR 01-210-54-00-5495 98.00 INVOICE TOTAL: 98.00 * CHECK TOTAL: 1,150.00 515208 EEI ENGINEERING ENTERPRISES, INC. 10-032913 03/29/13 01 CW CAPITAL-RIVER ROAD BRIDGE 23-230-60-00-6075 26, 776.96 02 IMPROVEMENTS ** COMMENT ** INVOICE TOTAL: 26, 776.96 * CHECK TOTAL: 26,776.96 515209 EIU EASTERN ILLINOIS UNIVERSITY FREDRICKSON-13-14 04/08/13 01 FINANCE-MEMBERSHIP RENEWAL 01-000-14-00-1400 80.00 INVOICE TOTAL: 80.00 * CHECK TOTAL: 80.00 515210 FIRST FIRST PLACE RENTAL 233999-1 04/10/13 01 WATER OP-FLAGS, MARKING PAINT 51-510-56-00-5620 386.28 INVOICE TOTAL: 386.28 * CHECK TOTAL: 386.28 Page 8 DATE: 04/17/13 UNITED CITY OF YORKVILLE PAGE: 9 TIME: 08:31:10 CHECK REGISTER PRG ID: AP215000.WOW CHECK DATE: 04/23/13 CHECK # VENDOR # INVOICE INVOICE ITEM NUMBER DATE # DESCRIPTION ACCOUNT # ITEM AMT 515211 FLATSOS RAQUEL HERRERA 031513 03/15/13 01 STREETS-TIRES 01-410-54-00-5495 375.00 INVOICE TOTAL: 375.00 * CHECK TOTAL: 375.00 515212 FLEET FLEET SAFETY SUPPLY 57551 04/02/13 01 STREETS-STROBE REPAIR 01-410-56-00-5640 249.52 INVOICE TOTAL: 249.52 * CHECK TOTAL: 249.52 515213 FOXVALSA FOX VALLEY SANDBLASTING 10195 04/03/13 01 WATER OP-SANDBLAST FIRE 51-510-56-00-5620 220.00 02 HYDRANT, REPAINT ** COMMENT ** INVOICE TOTAL: 220.00 CHECK TOTAL: 220.00 515214 FVFS FOX VALLEY FIRE & SAFETY 735991 01/02/13 01 STREETS-DECEMBER FIRE 01-410-54-00-5446 70.00 02 EXTINGUISHER ANNUAL ** COMMENT ** INVOICE TOTAL: 70.00 * 749832 02/22/13 01 STREETS-JANUARY FIRE 01-410-54-00-5446 429.30 02 EXTINGUISHER INSPECTION ** COMMENT ** INVOICE TOTAL: 429.30 * CHECK TOTAL: 499.30 515215 FVTRADIN THE IDEA PROS, INC. S18441 04/03/13 01 STRETS-10 PW T-SHIRTS 01-410-56-00-5600 59.90 INVOICE TOTAL: 59.90 * CHECK TOTAL: 59.90 Page 9 DATE: 04/17/13 UNITED CITY OF YORKVILLE PAGE: 10 TIME: 08:31:10 CHECK REGISTER PRG ID: AP215000.WOW CHECK DATE: 04/23/13 CHECK # VENDOR # INVOICE INVOICE ITEM NUMBER DATE # DESCRIPTION ACCOUNT # ITEM AMT 515216 GARDKOCH GARDINER KOCH & WEISBERG H-2013C-90425 03/05/13 01 ADMIN SERVICES-HAMMAN FEES 01-640-54-00-5461 19.80 02 MATTERS ** COMMENT ** INVOICE TOTAL: 19.80 * H-2364C-90468 03/05/13 01 ADMIN SERVICES-KIMBALL HILL 01-640-54-00-5461 2,940.00 02 MATTERS ** COMMENT ** INVOICE TOTAL: 2,940.00 * H-3055C-90451 03/05/13 01 ADMIN SERVICES-ICCI MATTERS 01-640-54-00-5461 1,000.00 INVOICE TOTAL: 1,000.00 * H-3106C-90470 03/05/13 01 ADMIN SERVICES-WINDETTE RIDGE 01-640-54-00-5461 1,260.00 02 BOND CALL ** COMMENT ** INVOICE TOTAL: 1,260.00 * CHECK TOTAL: 5,219.80 515217 GRANDREN GRAND RENTAL STATION 14937 03/15/13 01 STREETS-CARPET POWER STRETCHER 01-410-56-00-5656 31.90 INVOICE TOTAL: 31.90 * CHECK TOTAL: 31.90 515218 HACH HACH COMPANY 20130308 03/08/13 01 WATER OP-SPECCHECK GEL 51-510-56-00-5638 166.95 INVOICE TOTAL: 166.95 * CHECK TOTAL: 166.95 515219 HDSUPPLY HD SUPPLY WATERWORKS, LTD. 6143518 03/13/13 01 WATER OP-METER TRADE IN 51-510-56-00-5664 312.39 INVOICE TOTAL: 312.39 * Page 10 DATE: 04/17/13 UNITED CITY OF YORKVILLE PAGE: 11 TIME: 08:31:10 CHECK REGISTER PRG ID: AP215000.WOW CHECK DATE: 04/23/13 CHECK # VENDOR # INVOICE INVOICE ITEM NUMBER DATE # DESCRIPTION ACCOUNT # ITEM AMT 515219 HDSUPPLY HD SUPPLY WATERWORKS, LTD. 6324600 03/12/13 01 WATER OP-16 100CF METERS 51-510-56-00-5664 1,840.00 INVOICE TOTAL: 1,840.00 6344588 03/15/13 01 WATER OP-WIRE, COUPLING, DUAL 51-510-56-00-5664 270.00 02 ASSEMBLIES ** COMMENT ** INVOICE TOTAL: 270.00 * 6352935 03/14/13 01 WATER OP-BATTERIES 51-510-56-00-5664 297.93 INVOICE TOTAL: 297.93 * 6375757 03/12/13 01 WATER OP-DUAL ASSEMBLYS 51-510-56-00-5664 282.00 INVOICE TOTAL: 282.00 * 6388118 03/21/13 01 WATER OP-8 100CF METERS 51-510-56-00-5664 938.79 INVOICE TOTAL: 938.79 * 6393746 03/21/13 01 WATER OP-BATTERIES 51-510-56-00-5664 211.70 INVOICE TOTAL: 211.70 * CHECK TOTAL: 4,152.81 515220 HOMEDEPO HOME DEPOT 9014426 03/26/13 01 WATER OP-HOSE CART, NOZZLE 51-510-56-00-5638 93.91 INVOICE TOTAL: 93.91 * CHECK TOTAL: 93.91 515221 ILLCO ILLCO, INC. 1241167 03/28/13 01 STREETS-METERING FAUCET FOR 01-410-56-00-5656 172.25 02 BEECHER CENTER ** COMMENT ** INVOICE TOTAL: 172.25 CHECK TOTAL: 172.25 Page 11 DATE: 04/17/13 UNITED CITY OF YORKVILLE PAGE: 12 TIME: 08:31:10 CHECK REGISTER PRG ID: AP215000.WOW CHECK DATE: 04/23/13 CHECK # VENDOR # INVOICE INVOICE ITEM NUMBER DATE # DESCRIPTION ACCOUNT # ITEM AMT 515222 ILPD4811 ILLINOIS STATE POLICE 041013 04/10/13 01 WATER OP-BACKGROUND CHECK 51-510-54-00-5462 31.50 02 RECREATION-BACKGROUND CHECKS 79-795-54-00-5462 378.00 03 POLICE-BACKGROUND CHECK 01-210-54-00-5411 63.00 INVOICE TOTAL: 472.50 CHECK TOTAL: 472.50 515223 INFRASOL INFRASTRUCTURE SOLUTIONS, INC. YRK-130328A 03/28/13 01 SEWER OP-CLEANING, TELEVISING 52-520-56-00-5640 180.00 02 & ASSESSING SEWER MAIN ** COMMENT ** INVOICE TOTAL: 180.00 CHECK TOTAL: 180.00 515224 JIMSTRCK JAMES GRIBBLE 145304 03/15/13 01 STREETS-SAFETY INSPECTION 01-410-54-00-5495 26.00 INVOICE TOTAL: 26.00 CHECK TOTAL: 26.00 515225 JOHNSOIL JOHNSON OIL COMPANY IL NP37578629 04/01/13 01 POLICE-GASOLINE 01-210-56-00-5695 850.42 INVOICE TOTAL: 850.42 CHECK TOTAL: 850.42 515226 KCACP KENDALL COUNTY ASSOCIATION 041113 04/11/13 01 POLICE-2013 RESPECT FOR LAW 01-210-54-00-5460 50.00 02 BANQUET REGISTRATION FOR 2 ** COMMENT ** INVOICE TOTAL: 50.00 CHECK TOTAL: 50.00 Page 12 DATE: 04/17/13 UNITED CITY OF YORKVILLE PAGE: 13 TIME: 08:31:10 CHECK REGISTER PRG ID: AP215000.WOW CHECK DATE: 04/23/13 CHECK # VENDOR # INVOICE INVOICE ITEM NUMBER DATE # DESCRIPTION ACCOUNT # ITEM AMT 515227 KCRECORD KENDALL COUNTY RECORD 18853 03/21/13 01 POLICE-RECORD CLERK DISPLAY AD 01-210-54-00-5426 80.75 INVOICE TOTAL: 80.75 * CHECK TOTAL: 80.75 515228 KCSHERIF KENDALL CO. SHERIFF'S OFFICE 040413-DEKALB 04/04/13 01 ADMIN-FTA REIMBURSEMENT 01-000-24-00-2412 70.00 INVOICE TOTAL: 70.00 * CHECK TOTAL: 70.00 515229 KENDTREA KENDALL COUNTY TREASURER 12-44 04/01/13 01 ADMIN-FY2013 BI-ANNUAL 01-110-54-00-5473 11, 775.00 02 CONTRIBUTION ** COMMENT ** INVOICE TOTAL: 11, 775.00 * CHECK TOTAL: 11,775.00 515230 KENPRINT ANNETTE M. POWELL 18917 04/01/13 01 POLICE-2,000 PAYROLL VOUCHERS 01-210-56-00-5620 248.00 INVOICE TOTAL: 248.00 * CHECK TOTAL: 248.00 515231 KOLOWSKT TIMOTHY KOLOWSKI 031913 04/03/13 01 ADMIN-AFLAC REFUND DUE TO 01-000-24-00-2440 15.34 02 CANCELLATION ** COMMENT ** INVOICE TOTAL: 15.34 CHECK TOTAL: 15.34 Page 13 DATE: 04/17/13 UNITED CITY OF YORKVILLE PAGE: 14 TIME: 08:31:10 CHECK REGISTER PRG ID: AP215000.WOW CHECK DATE: 04/23/13 CHECK # VENDOR # INVOICE INVOICE ITEM NUMBER DATE # DESCRIPTION ACCOUNT # ITEM AMT 515232 MCKIRGN RANDY MCKIRGAN 74522 03/25/13 01 STREETS-BIO-DIESEL 01-410-56-00-5695 908.29 02 WATER OP-BIO-DIESEL 51-510-56-00-5695 908.29 03 SEWER OP-BIO-DIESEL 52-520-56-00-5695 908.29 INVOICE TOTAL: 2, 724.87 CHECK TOTAL: 2,724.87 515233 MCOFFICE MCGRATH OFFICE EQUIPMENT, INC. 101323 04/01/13 01 ADMIN-02/20/13-03/20/13 COPIER 01-110-54-00-5485 174.44 02 LEASE ** COMMENT ** 03 FINANCE-02/20/13-03/20/13 01-120-54-00-5485 139.56 04 COPIER LEASE ** COMMENT ** 05 COMM/DEV-02/20/13-03/20/13 01-220-54-00-5485 216.75 06 COPIER LEASE ** COMMENT ** 07 POLICE-02/20/13-03/20/13 01-210-54-00-5485 457.00 08 COPIER LEASE ** COMMENT ** 09 STREETS-02/20/13-03/20/13 01-410-54-00-5485 42.00 10 COPIER LEASE ** COMMENT ** 11 WATER OP-02/20/13-03/20/13 51-510-54-00-5485 42.00 12 COPIER LEASE ** COMMENT ** 13 SEWER OP-02/20/13-03/20/13 52-520-54-00-5485 42.00 14 COPIER LEASE ** COMMENT ** 15 PARKS-02/20/13-03/20/13 COPIER 79-790-54-00-5485 78.13 16 LEASE ** COMMENT ** 17 RECREATION-02/20/13-03/20/13 79-795-54-00-5485 173.13 18 COPIER LEASE ** COMMENT ** 19 REC CENTER-02/20/13-03/20/13 80-800-54-00-5485 136.99 20 COPIER LEASE ** COMMENT ** INVOICE TOTAL: 1,502.00 101324 04/01/13 01 ADMIN-MARCH COPY CHARGES 01-110-54-00-5430 363.36 02 FINANCE-MARCH COPY CHARGES 01-120-54-00-5430 121.12 03 COMM/DEV-MARCH COPY CHARGES 01-220-54-00-5430 161.48 Page 14 DATE: 04/17/13 UNITED CITY OF YORKVILLE PAGE: 15 TIME: 08:31:10 CHECK REGISTER PRG ID: AP215000.WOW CHECK DATE: 04/23/13 CHECK # VENDOR # INVOICE INVOICE ITEM NUMBER DATE # DESCRIPTION ACCOUNT # ITEM AMT 515233 MCOFFICE MCGRATH OFFICE EQUIPMENT, INC. 101324 04/01/13 04 POLICE-MARCH COPY CHARGES 01-210-54-00-5430 78.47 05 WATER OP-MARCH COPY CHARGES 51-510-54-00-5430 1.76 06 SEWER OP-MARCH COPY CHARGES 52-520-54-00-5430 1.76 07 PARKS-MARCH COPY CHARGES 79-790-54-00-5462 28.08 08 RECREATION-MARCH COPY CHARGES 79-795-54-00-5462 61.65 09 REC CENTER-MARCH COPY CHARGES 80-800-54-00-5462 34.73 INVOICE TOTAL: 852.41 * CHECK TOTAL: 2,354.41 515234 MENLAND MENARDS - YORKVILLE 22026 03/11/13 01 WATER OP-PEGS, SCREW EYES 51-510-56-00-5620 15.90 INVOICE TOTAL: 15.90 * 22132 03/12/13 01 STREETS-CASTER WHEELS TO 01-410-56-00-5656 9.99 02 REPAIR CITY HALL CHAIR ** COMMENT ** INVOICE TOTAL: 9.99 * 22660 03/18/13 01 WATER OP-PROPANE TORCH, 51-510-56-00-5620 10.46 02 LIGHTERS ** COMMENT ** INVOICE TOTAL: 10.46 * 22675 03/18/13 01 WATER OP-SCRAPER BLADES, 51-510-56-00-5620 18.39 02 SCRAPER, WIRE BRUSH, PAINT ** COMMENT ** 03 MIXER ** COMMENT ** INVOICE TOTAL: 18.39 * 22868 03/20/13 01 STREETS-CRC BRAKELEEN, WRENCH 01-410-56-00-5620 22.43 02 PENETRANT, VEHICLE BRUSH HEAD, ** COMMENT ** 03 PVC TEST CAP ** COMMENT ** INVOICE TOTAL: 22.43 * 22871 03/20/13 01 WATER OP-UTILITY HOSE, HOSE 51-510-56-00-5630 13.21 Page 15 DATE: 04/17/13 UNITED CITY OF YORKVILLE PAGE: 16 TIME: 08:31:10 CHECK REGISTER PRG ID: AP215000.WOW CHECK DATE: 04/23/13 CHECK # VENDOR # INVOICE INVOICE ITEM NUMBER DATE # DESCRIPTION ACCOUNT # ITEM AMT 515234 MENLAND MENARDS - YORKVILLE 22871 03/20/13 02 ADAPTER ** COMMENT ** INVOICE TOTAL: 13.21 * 22943 03/21/13 01 WATER OP-HEX & DRIVER BIT SET 51-510-56-00-5630 5.99 INVOICE TOTAL: 5.99 * 22955 03/21/13 01 WATER OP-BATERIES 51-510-56-00-5620 23.94 INVOICE TOTAL: 23.94 * 22956 03/21/13 01 SEWER OP-COUPLING, LAG SCREW 52-520-56-00-5640 5.97 INVOICE TOTAL: 5.97 * 23428 03/26/13 01 STREETS-SHOVEL 01-410-56-00-5656 79.92 INVOICE TOTAL: 79.92 * 23442 03/26/13 01 WATER OP-MURIATIC ACID 51-510-56-00-5620 4.88 INVOICE TOTAL: 4.88 * 23470 03/26/13 01 WATER OP-MALE ADAPTER, UTILITY 51-510-56-00-5620 80.56 02 PUMP ** COMMENT ** INVOICE TOTAL: 80.56 * 23533 03/27/13 01 STREETS-CONNECTOR, MAXGRIP 01-410-56-00-5656 144.25 02 PLUGS, CORDS ** COMMENT ** INVOICE TOTAL: 144.25 * 23960 03/31/13 01 POLICE-HEADLIGHTS 01-210-56-00-5620 11.88 INVOICE TOTAL: 11.88 * 24090 04/01/13 01 WATER OP-DUAL AIR CHUCK, AIR 51-510-56-00-5630 8.13 02 LINE CHUCK, PLUG ** COMMENT ** INVOICE TOTAL: 8.13 * 24355-13 04/04/13 01 SEWER OP-POSTS, SNOW FENCE, 52-520-56-00-5640 232.73 Page 16 DATE: 04/17/13 UNITED CITY OF YORKVILLE PAGE: 17 TIME: 08:31:10 CHECK REGISTER PRG ID: AP215000.WOW CHECK DATE: 04/23/13 CHECK # VENDOR # INVOICE INVOICE ITEM NUMBER DATE # DESCRIPTION ACCOUNT # ITEM AMT 515234 MENLAND MENARDS - YORKVILLE 24355-13 04/04/13 02 UTILITY BLADES, RETRACTABLE ** COMMENT ** 03 KNIFE, TAPE MEASURE ** COMMENT ** INVOICE TOTAL: 232.73 * CHECK TOTAL: 688.63 515235 MERLIN DEYCO, INC. 22602 03/25/13 01 POLICE-OIL CHANGE 01-210-54-00-5495 35.25 INVOICE TOTAL: 35.25 * 22629 03/26/13 01 POLICE-OIL CHANGE 01-210-54-00-5495 29.00 INVOICE TOTAL: 29.00 * 22855 04/08/13 01 POLICE-OIL CHANGE 01-210-54-00-5495 35.25 INVOICE TOTAL: 35.25 * 22869 04/08/13 01 POLICE-TIRE PLUG & MOUNT 01-210-54-00-5495 24.14 INVOICE TOTAL: 24.14 * 22879 04/11/13 01 POLICE-OIL CHANGE 01-210-54-00-5495 39.00 INVOICE TOTAL: 39.00 * CHECK TOTAL: 162.64 515236 METROWES METRO WEST COG 1251 04/08/13 01 ADMIN-RENEWAL DUES FOR 01-000-14-00-1400 5,922.00 02 05/01/13-04/30/14 ** COMMENT ** INVOICE TOTAL: 5,922.00 1266 03/20/13 01 ADMIN-02/28/13 BOARD MEETING 01-110-54-00-5412 60.00 02 ATTENDANCE FOR 2 PEOPLE ** COMMENT ** INVOICE TOTAL: 60.00 * CHECK TOTAL: 5,982.00 Page 17 DATE: 04/17/13 UNITED CITY OF YORKVILLE PAGE: 18 TIME: 08:31:10 CHECK REGISTER PRG ID: AP215000.WOW CHECK DATE: 04/23/13 CHECK # VENDOR # INVOICE INVOICE ITEM NUMBER DATE # DESCRIPTION ACCOUNT # ITEM AMT 515237 MIDAM MID AMERICAN WATER 83294A 03/25/13 01 WATER OP-CHECK VALVES 51-510-56-00-5664 640.00 INVOICE TOTAL: 640.00 * 83649A 04/01/13 01 WATER OP-HEX HEADS,NOZZLE CAPS 51-510-56-00-5620 332.58 02 FLANGE LOCK RING, NUT BUSHING ** COMMENT ** INVOICE TOTAL: 332.58 * CHECK TOTAL: 972.58 515238 MINER MINER ELECTRONICS CORPORATION 249337 04/08/13 01 POLICE-SERVICES CHECK FOR DLST 01-210-54-00-5495 95.00 02 UPDATE ** COMMENT ** INVOICE TOTAL: 95.00 * 249338 04/08/13 01 POLICE-SERVICES CHECK FOR 01-210-54-00-5495 142.50 02 ISPERN FREQUENCY ** COMMENT ** INVOICE TOTAL: 142.50 * 249339 04/08/13 01 POLICE-REPAIRED BAD GROUND 01-210-54-00-5495 142.50 02 CONNECTIONS TO LIGHT BARS ** COMMENT ** 03 CENTER ROTATOR ** COMMENT ** INVOICE TOTAL: 142.50 * CHECK TOTAL: 380.00 515239 NCI NORTHWEST COLLECTORS INC 040813 04/08/13 01 ADMIN-COMMISSION ON COLLECTION 01-000-13-00-1371 106.38 02 FOR ACCT#0105080907-00 ** COMMENT ** INVOICE TOTAL: 106.38 CHECK TOTAL: 106.38 515240 NEMRT NORTH EAST MULTI-REGIONAL Page 18 DATE: 04/17/13 UNITED CITY OF YORKVILLE PAGE: 19 TIME: 08:31:10 CHECK REGISTER PRG ID: AP215000.WOW CHECK DATE: 04/23/13 CHECK # VENDOR # INVOICE INVOICE ITEM NUMBER DATE # DESCRIPTION ACCOUNT # ITEM AMT 515240 NEMRT NORTH EAST MULTI-REGIONAL 167135 03/27/13 01 POLICE-MEMBERSHIP DUE RENEWAL 01-000-14-00-1400 2,340.00 INVOICE TOTAL: 2,340.00 CHECK TOTAL: 2,340.00 515241 NEOPOST NEOFUNDS BY NEOPOST 032513 03/25/13 01 ADMIN-POSTAGE MACHINE REFILL 01-000-14-00-1410 12.00 INVOICE TOTAL: 12.00 * CHECK TOTAL: 12.00 515242 NICOR NICOR GAS 00-41-22-8748 4-0313 04/08/13 01 ADMIN-1107 PRAIRIE LANE 01-110-54-00-5480 37.03 INVOICE TOTAL: 37.03 * 07-72-09-0117 7-0313 03/22/13 01 ADMIN-1301 CAROLYN CT 01-110-54-00-5480 24.13 INVOICE TOTAL: 24.13 * 15-63-74-5733 2-0313 04/05/13 01 ADMIN-1955 S. BRIDGE STREET 01-110-54-00-5480 30.19 INVOICE TOTAL: 30.19 * 15-64-61-3532 5-0313 04/09/13 01 ADMIN-1991 CANNONBALL TRAIL 01-110-54-00-5480 26.17 INVOICE TOTAL: 26.17 * 20-52-56-2042 1-0313 04/09/13 01 ADMIN-420 FAIRHAVEN 01-110-54-00-5480 77.81 INVOICE TOTAL: 77.81 * 23-45-91-4862 5-0313 04/04/13 01 ADMIN-101 BRUELL STREET 01-110-54-00-5480 77.32 INVOICE TOTAL: 77.32 * 31-61-67-2493 1-0313 04/08/13 01 ADMIN-276 WINDHAM CIRCLE 01-110-54-00-5480 25.94 INVOICE TOTAL: 25.94 * Page 19 DATE: 04/17/13 UNITED CITY OF YORKVILLE PAGE: 20 TIME: 08:31:10 CHECK REGISTER PRG ID: AP215000.WOW CHECK DATE: 04/23/13 CHECK # VENDOR # INVOICE INVOICE ITEM NUMBER DATE # DESCRIPTION ACCOUNT # ITEM AMT 515242 NICOR NICOR GAS 45-12-25-4081 3-0313 04/04/13 01 ADMIN-201 W. HYDRAULIC 01-110-54-00-5480 287.46 INVOICE TOTAL: 287.46 * 46-69-47-6727 1-0313 04/08/13 01 ADMIN-1975 BRIDGE STREET 01-110-54-00-5480 77.34 INVOICE TOTAL: 77.34 * 49-25-61-1000 5-0313 04/04/13 01 ADMIN-1 VAN EMMON RD 01-110-54-00-5480 158.04 INVOICE TOTAL: 158.04 * 66-70-44-6942 9-0313 04/09/13 01 ADMIN-100 RAINTREE 01-110-54-00-5480 78.39 INVOICE TOTAL: 78.39 * CHECK TOTAL: 899.82 515243 OHERRONO RAY O'HERRON COMPANY 1309559-IN 04/01/13 01 POLICE-CARGO PANTS 01-210-56-00-5600 165.01 INVOICE TOTAL: 165.01 * CHECK TOTAL: 165.01 515244 OMALLEY O'MALLEY WELDING & FABRICATING 15399 04/04/13 01 WATER OP-LATCH REPAIR 51-510-56-00-5640 40.00 INVOICE TOTAL: 40.00 * CHECK TOTAL: 40.00 515245 ORRK KATHLEEN FIELD ORR & ASSOC. 13996 04/02/13 01 ADMIN SERVICES-GENERAL CITY 01-640-54-00-5456 3,505.50 02 LEGAL MATTERS ** COMMENT ** 03 DOWNTOWN TIF-DOWNTOWN BUSINESS 88-880-54-00-5466 494.00 04 DISTRICT ** COMMENT ** Page 20 DATE: 04/17/13 UNITED CITY OF YORKVILLE PAGE: 21 TIME: 08:31:10 CHECK REGISTER PRG ID: AP215000.WOW CHECK DATE: 04/23/13 CHECK # VENDOR # INVOICE INVOICE ITEM NUMBER DATE # DESCRIPTION ACCOUNT # ITEM AMT 515245 ORRK KATHLEEN FIELD ORR & ASSOC. 13996 04/02/13 05 DOWNTOWN TIF-DOWNTOWN TIF 88-880-54-00-5466 1,073.50 06 ADMIN SERVICES-KENDALL MARKET 01-640-54-00-5456 1,387.00 07 PLACE ** COMMENT ** 08 ADMIN SERVICES-MEETINGS 01-640-54-00-5456 1,000.00 09 COUNTRYSIDE TIF-TIF II MATTERS 87-870-54-00-5420 522.50 INVOICE TOTAL: 7,982.50 CHECK TOTAL: 7,982.50 515246 OSWPRINT JAMES A AGEMA 72324 04/03/13 01 COMM/DEV-1,000 INSPECTION 01-220-56-00-5620 105.05 02 FORMS ** COMMENT ** INVOICE TOTAL: 105.05 CHECK TOTAL: 105.05 515247 PARADISE PARADISE CAR WASH 222555 04/04/13 01 POLICE-MARCH CAR WASHES 01-210-54-00-5495 32.00 INVOICE TOTAL: 32.00 CHECK TOTAL: 32.00 515248 QUILL QUILL CORPORATION 1607140 04/02/13 01 POLICE-TYPEWRITER RIBBON, 01-210-56-00-5610 110.95 02 COLOR CODING LABLES, VELCRO, ** COMMENT ** 03 FILE FOLDERS ** COMMENT ** INVOICE TOTAL: 110.95 CHECK TOTAL: 110.95 515249 R0001153 THE COMMONS OF YORKVILLE Page 21 DATE: 04/17/13 UNITED CITY OF YORKVILLE PAGE: 22 TIME: 08:31:10 CHECK REGISTER PRG ID: AP215000.WOW CHECK DATE: 04/23/13 CHECK # VENDOR # INVOICE INVOICE ITEM NUMBER DATE # DESCRIPTION ACCOUNT # ITEM AMT 515249 R0001153 THE COMMONS OF YORKVILLE 040813 04/11/13 01 ADMIN-BEECHER DEPOSIT REFUND 01-000-24-00-2410 50.00 INVOICE TOTAL: 50.00 CHECK TOTAL: 50.00 515250 R0001154 COMMUNITY PROPERTY MANAGEMENT 040813 04/08/13 01 ADMIN-REFUND OF OVERPAYMENT 01-000-13-00-1371 197.56 02 FOR ACCT#0105080907-00 ** COMMENT ** INVOICE TOTAL: 197.56 CHECK TOTAL: 197.56 515251 R0001157 DAN ZBINDEN 041213 04/12/13 01 SEWER OP-REIMBURSEMENT FOR 52-520-54-00-5462 400.00 02 REPAIR COSTS ** COMMENT ** INVOICE TOTAL: 400.00 * CHECK TOTAL: 400.00 515252 SERVMASC SERVICEMASTER COMM. CLEANING 161364 03/15/13 01 ADMIN-MONTHLY OFFICE CLEANING 01-110-54-00-5488 1,196.00 INVOICE TOTAL: 1,196.00 CHECK TOTAL: 1,196.00 515253 SHREDIT SHRED-IT 9401731937 03/26/13 01 POLICE-ON SITE SHREDDING 01-210-54-00-5462 109.97 INVOICE TOTAL: 109.97 * CHECK TOTAL: 109.97 Page 22 DATE: 04/17/13 UNITED CITY OF YORKVILLE PAGE: 23 TIME: 08:31:10 CHECK REGISTER PRG ID: AP215000.WOW CHECK DATE: 04/23/13 CHECK # VENDOR # INVOICE INVOICE ITEM NUMBER DATE # DESCRIPTION ACCOUNT # ITEM AMT 515254 SHRM SOCIETY FOR HUMAN RESOURCE MGT 9005184230 04/05/13 01 ADMIN-MEMBERSHIP DUES 01-000-14-00-1400 180.00 INVOICE TOTAL: 180.00 CHECK TOTAL: 180.00 515255 SPEEDWAY SPEEDWAY 1001542438-0413 04/09/13 01 PARKS-MARCH GASOLINE 79-790-56-00-5695 1,070.87 02 RECREATION-MARCH GASOLINE 79-795-56-00-5695 100.37 03 POLICE-MARCH GASOLINE 01-210-56-00-5695 5,209.45 04 WATER OP-MARCH GASOLINE 51-510-56-00-5695 953.94 05 SEWER OP-MARCH GASOLINE 52-520-56-00-5695 953.94 06 STREETS-MARCH GASOLINE 01-410-56-00-5695 953.95 07 COMM/DEV-MARCH GASOLINE 01-220-56-00-5695 266.79 INVOICE TOTAL: 9,509.31 CHECK TOTAL: 9,509.31 515256 STERLING STERLING CODIFIERS, INC. 13745 03/27/13 01 ADMIN-SUPPLEMENT 431 01-110-54-00-5451 1,097.00 INVOICE TOTAL: 1,097.00 CHECK TOTAL: 1,097.00 515257 STREICH STREICHERS 11008443 03/25/13 01 POLICE-POLO SHIRTS, PANTS 01-210-56-00-5600 178.98 INVOICE TOTAL: 178.98 * 11010366 04/02/13 01 POLICE-POLO SHIRTS, PANTS 01-210-56-00-5600 337.90 INVOICE TOTAL: 337.90 * CHECK TOTAL: 516.88 Page 23 DATE: 04/17/13 UNITED CITY OF YORKVILLE PAGE: 24 TIME: 08:31:10 CHECK REGISTER PRG ID: AP215000.WOW CHECK DATE: 04/23/13 CHECK # VENDOR # INVOICE INVOICE ITEM NUMBER DATE # DESCRIPTION ACCOUNT # ITEM AMT 515258 SUBURLAB SUBURBAN LABORATORIES INC. 25958 03/16/13 01 WATER OP-ROUTINE COLIFORM 51-510-54-00-5429 295.00 INVOICE TOTAL: 295.00 * 26232 03/26/13 01 WATER OP-UCMR3 ENTRY POINTS 51-510-54-00-5429 2,850.00 INVOICE TOTAL: 2,850.00 * CHECK TOTAL: 3,145.00 515259 SUPERIOR SUPERIOR ASPHALT MATERIALS LLC 20130131 03/14/13 01 MFT-ASPHALT 15-155-56-00-5633 1,327.75 INVOICE TOTAL: 1,327.75 * 20130173 04/04/13 01 MFT-ASPHALT 15-155-56-00-5633 1,306.60 INVOICE TOTAL: 1,306.60 * CHECK TOTAL: 2,634.35 515260 UPSSTORE MICHAEL J. KENIG 031213 03/12/13 01 ADMIN-2 PKGS TO KFO 01-110-54-00-5452 61.39 INVOICE TOTAL: 61.39 * CHECK TOTAL: 61.39 515261 VERIZON VERIZON WIRELESS 9702513714 04/01/13 01 COMM/DEV-MARCH CHARGES 01-220-54-00-5440 157.20 02 POLICE-MARCH CHARGES 01-210-54-00-5440 683.66 03 PARKS-MARCH CHARGES 79-790-54-00-5440 147.93 04 RECREATION-MARCH CHARGES 79-795-54-00-5440 60.06 05 WATER OP-MARCH CHARGES 51-510-54-00-5440 221.50 06 STREETS-MARCH CHARGES 01-410-54-00-5440 137.56 07 SEWER OP-MARCH CHARGES 52-520-54-00-5440 77.23 Page 24 DATE: 04/17/13 UNITED CITY OF YORKVILLE PAGE: 25 TIME: 08:31:10 CHECK REGISTER PRG ID: AP215000.WOW CHECK DATE: 04/23/13 CHECK # VENDOR # INVOICE INVOICE ITEM NUMBER DATE # DESCRIPTION ACCOUNT # ITEM AMT 515261 VERIZON VERIZON WIRELESS 9702513714 04/01/13 08 SEWER OP-HOLSTER 52-520-56-00-5620 14.99 INVOICE TOTAL: 1,500.13 CHECK TOTAL: 1,500.13 515262 VESCO VESCO 36354 03/18/13 01 ADMIN-LABELING TAPE 01-110-56-00-5610 60.05 INVOICE TOTAL: 60.05 * CHECK TOTAL: 60.05 515263 VITOSH VITOSH REPORTING SERVICE 1514 04/04/13 01 POLICE-APRIL 3 ADMIN HEARING 01-210-54-00-5467 100.00 INVOICE TOTAL: 100.00 * CMV1513 03/20/13 01 ADMIN-03/12/13 CC MEETING 01-110-54-00-5462 158.20 INVOICE TOTAL: 158.20 * CHECK TOTAL: 258.20 515264 WAREHOUS WAREHOUSE DIRECT 1896264-0 03/28/13 01 ADMIN-POCKET FILES, CLIPS, 01-110-56-00-5610 99.65 02 FOLDERS, ENVELOPES ** COMMENT ** INVOICE TOTAL: 99.65 * 1896518-0 03/28/13 01 ADMIN-CHAIRMATS 01-110-56-00-5610 305.70 INVOICE TOTAL: 305.70 * 1904316-0 04/05/13 01 WATER OP-TONER, RUBBER FINGERS 51-510-56-00-5620 207.52 02 PENS ** COMMENT ** 03 SEWER OP-TONERS, PENS, RUBBER 52-520-56-00-5620 63.77 Page 25 DATE: 04/17/13 UNITED CITY OF YORKVILLE PAGE: 26 TIME: 08:31:10 CHECK REGISTER PRG ID: AP215000.WOW CHECK DATE: 04/23/13 CHECK # VENDOR # INVOICE INVOICE ITEM NUMBER DATE # DESCRIPTION ACCOUNT # ITEM AMT 515264 WAREHOUS WAREHOUSE DIRECT 1904316-0 04/05/13 04 FINGERS ** COMMENT ** 05 FINANCE-RUBBER FINGERS, TONER, 01-120-56-00-5610 105.82 06 PENS ** COMMENT ** 07 FINANCE-RECHARGABLE BATTERIES 01-120-56-00-5610 25.98 INVOICE TOTAL: 403.09 CHECK TOTAL: 808.44 515265 YBSD YORKVILLE BRISTOL 033113SF 04/04/13 01 ESCROW-MARCH SANITARY FEES 95-000-24-00-2450 221,668.57 02 ADMIN-MARCH COLLECTION FEE DUE 01-000-44-00-4405 -11,084.43 03 TO CITY ** COMMENT ** INVOICE TOTAL: 210,584.14 * CHECK TOTAL: 210,584.14 515266 YBSD YORKVILLE BRISTOL 0551-010087638 04/08/13 01 WATER OP-MARCH FEES 51-510-54-00-5445 8,633.57 INVOICE TOTAL: 8,633.57 * CHECK TOTAL: 8,633.57 515267 YORKACE YORKVILLE ACE & RADIO SHACK 147881 03/28/13 01 STREETS-NUTS 01-410-56-00-5620 0.76 INVOICE TOTAL: 0.76 * 147956 04/04/13 01 SEWER OP-BATTERIES 52-520-56-00-5630 15.98 INVOICE TOTAL: 15.98 * 148013 04/09/13 01 POLICE-KEYS 01-210-56-00-5620 11.96 INVOICE TOTAL: 11.96 * CHECK TOTAL: 28.70 Page 26 DATE: 04/17/13 UNITED CITY OF YORKVILLE PAGE: 27 TIME: 08:31:10 CHECK REGISTER PRG ID: AP215000.WOW CHECK DATE: 04/23/13 CHECK # VENDOR # INVOICE INVOICE ITEM NUMBER DATE # DESCRIPTION ACCOUNT # ITEM AMT 515268 YORKNAPA YORKVILLE NAPA AUTO PARTS 032640 03/01/13 01 STREETS-MC LAMP, REFLECTOR, 01-410-54-00-5495 7.67 02 GROMMET ** COMMENT ** INVOICE TOTAL: 7.67 * 032843 03/04/13 01 STREETS-SOLENOID 01-410-54-00-5495 19.67 INVOICE TOTAL: 19.67 * 033151 03/07/13 01 STREETS-FHP BELT 01-410-54-00-5495 6.79 INVOICE TOTAL: 6.79 * 033997 03/15/13 01 STREETS-FUEL FILTER, FUEL LINE 01-410-54-00-5495 9.44 02 HOSE, HOSE CLAMP ** COMMENT ** INVOICE TOTAL: 9.44 * 034028 03/15/13 01 STREETS-AIR FILTERS 01-410-54-00-5495 18.95 INVOICE TOTAL: 18.95 * 034205 03/18/13 01 STREETS-AIR FILTER 01-410-54-00-5495 18.80 INVOICE TOTAL: 18.80 * 034927 03/25/13 01 STREETS-GLOW PLUG 01-410-54-00-5495 37.56 INVOICE TOTAL: 37.56 * CHECK TOTAL: 118.88 515269 YORKSELF YORKVILLE SELF STORAGE, INC 032613-45 03/26/13 01 POLICE-STORAGE 01-210-54-00-5485 75.00 INVOICE TOTAL: 75.00 * CHECK TOTAL: 75.00 515270 YOUNGM MARLYS J. YOUNG 032113 04/07/13 01 ADMIN-MARCH 21 ADMIN MEETING 01-110-54-00-5462 70.50 Page 27 DATE: 04/17/13 UNITED CITY OF YORKVILLE PAGE: 28 TIME: 08:31:10 CHECK REGISTER PRG ID: AP215000.WOW CHECK DATE: 04/23/13 CHECK # VENDOR # INVOICE INVOICE ITEM NUMBER DATE # DESCRIPTION ACCOUNT # ITEM AMT 515270 YOUNGM MARLYS J. YOUNG 032113 04/07/13 02 MINUTES ** COMMENT ** INVOICE TOTAL: 70.50 CHECK TOTAL: 70.50 TOTAL AMOUNT PAID: 445,187.85 Page 28 DATE: 04/04/13 UNITED CITY OF YORKVILLE PAGE: 1 TIME: 13:52:41 CHECK REGISTER PRG ID: AP215000.WOW CHECK DATE: 04/05/13 CHECK # VENDOR # INVOICE INVOICE ITEM NUMBER DATE # DESCRIPTION ACCOUNT # ITEM AMT 515182 R0001150 JOCELYN CALIMEE 20120589-BUILD 03/28/13 01 MUNICIPAL BUILDING-2339 TITUS 16-000-24-00-2445 300.00 02 DRIVE BUILD PROGRAM ** COMMENT ** 03 PW CAPITAL-2339 TITUS DRIVE 21-000-24-00-2445 1,400.00 04 BUILD PROGRAM ** COMMENT ** 05 CW CAPITAL-2339 TITUS DRIVE 23-000-24-00-2445 5,640.00 06 BUILD PROGRAM ** COMMENT ** 07 WATER OP-2339 TITUS DRIVE 51-000-24-00-2445 2,660.00 08 BUILD PROGRAM ** COMMENT ** INVOICE TOTAL: 10,000.00 CHECK TOTAL: 10,000.00 TOTAL AMOUNT PAID: 10,000.00 Page 29 DATE: 04/05/13 UNITED CITY OF YORKVILLE PAGE: 1 TIME: 14:15:28 CHECK REGISTER PRG ID: AP215000.WOW CHECK DATE: 04/05/13 CHECK # VENDOR # INVOICE INVOICE ITEM NUMBER DATE # DESCRIPTION ACCOUNT # ITEM AMT 515183 YORKPOST YORKVILLE POSTMASTER 040513 04/05/13 01 WATER OP-POSTAGE FOR UTILITY 51-510-54-00-5452 354.15 02 PENALTY BILLS ** COMMENT ** INVOICE TOTAL: 354.15 CHECK TOTAL: 354.15 TOTAL AMOUNT PAID: 354.15 Page 30 DATE: 04/09/13 UNITED CITY OF YORKVILLE PAGE: 1 TIME: 13:36:40 CHECK REGISTER PRG ID: AP215000.WOW CHECK DATE: 04/09/13 CHECK # VENDOR # INVOICE INVOICE ITEM NUMBER DATE # DESCRIPTION ACCOUNT # ITEM AMT 515184 R0001151 VANESSA MONTOYA 20120463-BUILD 04/08/13 01 MUNICIPAL BUILDING-2394 TITUS 16-000-24-00-2445 300.00 02 DR. BUILD PROGRAM ** COMMENT ** 03 PW CAPITAL-2394 TITUS DR. 21-000-24-00-2445 1,400.00 04 BUILD PROGRAM ** COMMENT ** 05 CW CAPITAL-2394 TITUS DR. 23-000-24-00-2445 5,640.00 06 BUILD PROGRAM ** COMMENT ** 07 WATER OP-2394 TITUS DR. 51-000-24-00-2445 2,660.00 08 BUILD PROGRAM ** COMMENT ** INVOICE TOTAL: 10,000.00 CHECK TOTAL: 10,000.00 515185 R0001152 ALEJANDRO HERNANDEZ 20120590-BUILD 04/02/13 01 MUNICIPAL BUILDING-2325 TITUS 16-000-24-00-2445 300.00 02 DR. BUILD PROGRAM ** COMMENT ** 03 PW CAPITAL-2325 TITUS DR. 21-000-24-00-2445 1,400.00 04 BUILD PROGRAM ** COMMENT ** 05 CW CAPITAL-2325 TITUS DR. 23-000-24-00-2445 5,640.00 06 BUILD PROGRAM ** COMMENT ** 07 WATER OP-2325 TITUS DR. 51-000-24-00-2445 2,660.00 08 BUILD PROGRAM ** COMMENT ** INVOICE TOTAL: 10,000.00 CHECK TOTAL: 10,000.00 TOTAL AMOUNT PAID: 20,000.00 Page 31 DATE: 04/03/13 UNITED CITY OF YORKVILLE PAGE: 1 TIME: 13:19:50 MANUAL CHECK REGISTER ID: AP225000.CBL CHECK # VENDOR # INVOICE ITEM CHECK INVOICE # DATE # DESCRIPTION DATE ACCOUNT # ITEM AMT 131006 KCR KENDALL COUNTY RECORDER'S 03/19/13 162110 03/19/13 01 WATER OP-FILED WATER LIEN 51-510-54-00-5448 49.00 02 WATER OP-RELEASED WATER LIENS 51-510-54-00-5448 343.00 INVOICE TOTAL: 392.00 CHECK TOTAL: 392.00 TOTAL AMOUNT PAID: 392.00 Page 32 DATE: 04/09/13 UNITED CITY OF YORKVILLE PAGE: 1 TIME: 15:25:07 CHECK REGISTER PRG ID: AP215000.WOW CHECK DATE: 04/09/13 CHECK # VENDOR # INVOICE INVOICE ITEM NUMBER DATE # DESCRIPTION ACCOUNT # ITEM AMT 515186 YORKPOST YORKVILLE POSTMASTER 040913 04/09/13 01 ADMIN-POSTAGE FOR SURVEYS 01-110-54-00-5452 360.00 INVOICE TOTAL: 360.00 CHECK TOTAL: 360.00 TOTAL AMOUNT PAID: 360.00 Page 33 DATE: 04/11/13 UNITED CITY OF YORKVILLE PAGE: 1 TIME: 08:06:10 CHECK REGISTER PRG ID: AP215000.WOW CHECK DATE: 04/11/13 CHECK # VENDOR # INVOICE INVOICE ITEM NUMBER DATE # DESCRIPTION ACCOUNT # ITEM AMT 515187 YORKPOST YORKVILLE POSTMASTER 041013 04/10/13 01 ADMIN-ADDITIONAL POSTAGE 01-110-54-00-5452 73.00 02 NEEDED FOR MAILING OF CITY ** COMMENT ** 03 SURVEYS ** COMMENT ** INVOICE TOTAL: 73.00 CHECK TOTAL: 73.00 TOTAL AMOUNT PAID: 73.00 Page 34 DATE: 04/16/13 UNITED CITY OF YORKVILLE PAGE: 1 TIME: 08:35:18 MANUAL CHECK REGISTER ID: AP225000.CBL CHECK # VENDOR # INVOICE ITEM CHECK INVOICE # DATE # DESCRIPTION DATE ACCOUNT # ITEM AMT 515188 ORRK KATHLEEN FIELD ORR & ASSOC. 04/12/13 13975 03/10/13 01 ADMIN SERVICES-GENERAL ADMIN 01-640-54-00-5456 5,339.00 02 LEGAL MATTERS ** COMMENT ** 03 ADMIN SERVICES-KENDALL MARKET 01-640-54-00-5456 570.00 04 PLACE ** COMMENT ** 05 PARLS-LEGAL MATTERS 79-790-54-00-5466 123.50 06 DOWNTOWN TIF-DOWNTOWN BUSINESS 88-880-54-00-5466 304.00 07 DISTRICT ** COMMENT ** 08 DOWNTOWN TIF-LEGAL MATTERS 88-880-54-00-5466 522.50 INVOICE TOTAL: 6,859.00 CHECK TOTAL: 6,859.00 TOTAL AMOUNT PAID: 6,859.00 Page 35 UNITED CITY OF YORKVILLE PAYROLL SUMMARY April 12, 2013 REGULAR OVERTIME TOTAL IMRF FICA TOTALS ADMINISTRATION $ 10,459.44 $ - $ 10,459.44 $ 1,038.62 $ 743.02 $ 12,241.08 FINANCE 7,019.87 - 7,019.87 785.43 544.33 8,349.63 POLICE 82,064.45 2,748.32 84,812.77 445.23 6,269.92 91,527.92 COMMUNITY DEV. 7,642.80 - 7,642.80 762.35 562.62 8,967.77 STREETS 10,030.58 - 10,030.58 1,076.28 740.05 11,846.91 WATER 12,519.92 68.00 12,587.92 1,350.68 911.36 14,849.96 SEWER 7,391.51 - 7,391.51 793.10 553.35 8,737.96 PARKS 15,428.35 - 15,428.35 1,671.55 1,148.42 18,248.32 RECREATION 9,454.76 - 9,454.76 984.11 704.55 11,143.42 REC. CENTER 5,708.00 - 5,708.00 288.77 444.39 6,441.16 LIBRARY 15,790.91 - 15,790.91 1,003.61 1,180.36 17,974.88 TOTALS $ 183,510.59 $ 2,816.32 $ 186,326.91 $ 10,199.73 $ 13,802.37 $ 210,329.01 TOTAL PAYROLL $ 210,329.01 Page 36 UNITED CITY OF YORKVILLE CITY COUNCIL BILL LIST SUMMARY Tuesday, April 23, 2013 PA YROLL DATE BI-WEEKLY 4/12/2013 $210,329.01 TOTAL PAYROLL $210,329.01 ACCOUNTS PA YABLE CLERK'S CHECK-#131006-KENDALL COUNTY RECORDER 4/9/2013 $392.00 MANUAL CHECK-#515182-CALIMEE BUILD CHECK 4/5/2013 $10,000.00 MANUAL CHECK-#515183-YORKVILLE POST OFFICE-PENALTY BILL POSTAGE 4/5/2013 $354.15 MANUAL CHECK-#515184-MONTOYA BUILD CHECK 4/9/2013 $10,000.00 MANUAL CHECK-#515185-HERNANDEZ BUILD CHECK 4/9/2013 $10,000.00 MANUAL CHECK-#515186-YORKVILLE POST OFFICE-CITY SURVEYS 4/9/2013 $360.00 MANUAL CHECK-#515187-YORKVILLE POST OFFICE-CITY SURVEYS 4/11/2013 $73.00 MANUAL CHECK-#515272- IDOT-RIVER ROAD BRIDGE WORK 4/17/2013 $37,850.00 BILLS LIST- FY 13 $445,187.85 TOTAL BILLS PAID $514,217.00 TOTAL DISBURSEMENTS $724,546.01 Page 37 0 CIP Reviewed By: Agenda Item Number „. J� ¢ �► Legal ❑❑ Mayor#1 Finance ESL -� 1836 Engineer ❑ -_� City Administrator El Tracking Number .4 City y Human Resources El Gwn sw �© Community Development ❑ CC 2013-23 � Police ❑ Public Works ❑ Parks and Recreation ❑ Agenda Item Summary Memo Title: Proclamation for Motorcycle Awareness Month Meeting and Date: City Council—April 23, 2013 Synopsis: Council Action Previously Taken: Date of Action: Action Taken: Item Number: Type of Vote Required: Council Action Requested: Submitted by: Mayor Golinski Name Department Agenda Item Notes: UNITED CITY OF YORKVILLE J WHEREAS, safety is the highest priority for the highways and streets of our City and State; and WHEREAS, the great State of Illinois is proud to be a national leader in motorcycle safety, education and awareness; and WHEREAS, motorcycles are a common and economical means of transportation that reduces fuel consumption and road wear, and contributes in a significant way to the relief of traffic and parking congestion; and WHEREAS, it is especially meaningful that the citizens of our City and State be aware of motorcycles on the roadways and recognize the importance of motorcycle safety; and WHEREAS, the members of A.B.A.T.E. of Illinois, Inc. (A Brotherhood Aimed Toward Education), continually promote motorcycle safety, education and awareness in high school drivers' education programs and to the general public in our City and State, presenting motorcycle awareness programs to over 100,000 participants in Illinois over the past five years; and WHEREAS, all motorcyclists should join with A.B.A.T.E. of Illinois, Inc. in actively promoting the safe operation of motorcycles as well as promoting motorcycle safety, education, awareness and respect of the citizens of our City and State; and WHEREAS, the motorcyclists of Illinois have contributed extensive volunteerism and money to national and community charitable organizations for the enhancement and support of these organizations; and WHEREAS, during the month of May, all roadway users should unite in the safe sharing of the roadways within the United City of Yorkville and throughout the great State of Illinois. NOW, THEREFORE, I, Gary J. Golinski, Mayor of the United City of Yorkville, in the great State of Illinois, in recognition of the 26th Anniversary of the efforts of A.B.A.T.E. of Illinois, Inc., and the over 615,000 registered motorcyclists statewide, and in recognition of the continued role Illinois serves as a leader in motorcycle safety, education and awareness, do hereby proclaim the Month of May 2013 as Motorcycle Awareness Month in the United City of Yorkville, and urge all motorists to join in an effort to improve safety and awareness on our roadways. Dated this 23rd day of April, 2013, A.D. Gary J. Golinski, MayorO 0 CIP Reviewed By: Agenda Item Number J� $ ae► Legal ❑ Mayor#2 Finance ❑ ESL -� 1836 Engineer ❑ -_� City Administrator El Tracking Number .4 City y Human Resources El Gwn sw �© Community Development ❑ CC 2013-24 � Police ❑ Public Works ❑ Parks and Recreation ❑ Agenda Item Summary Memo Title: Proclamation for Poppy Days Meeting and Date: City Council—April 23, 2013 Synopsis: Council Action Previously Taken: Date of Action: Action Taken: Item Number: Type of Vote Required: Council Action Requested: Submitted by: Mayor Golinski Name Department Agenda Item Notes: UNITED CITY OF YORKVILLE YwdAwtatian Whereas, America is the land of freedom, preserved and protected willingly and freely by citizen soldiers; Whereas, millions who have answered the call to arms have died on the field of battle; Whereas, a nation of peace must be reminded of the price of war and the debt owed to those who have died in war; Whereas, the red poppy has been designated as a symbol of sacrifice of lives in all wars; Whereas, the America Legion Post 489 and America Legion Auxiliary Unit 489 have pledged to remind America annually of this debt through the distribution of the memorial flower, so that May 17, 18, and 19, 2013 may serve as "Poppy Awareness Days". Therefore, I, Gary J. Golinski, Mayor of the United City of Yorkville, do hereby proclaim "Poppy Awareness Days" in the United City of Yorkville, and request all citizens to observe these days by wearing a Poppy and making contributions for this worthy cause. Dated this 23rd day of April, 2013, A.D. Gary J. Golinski, Mayor 0 CIP Reviewed By: Agenda Item Number J� $ ae► Legal ■ Mayor#3 Finance ❑ ESL -� 1836 Engineer ❑ -_� City Administrator ■ Tracking Number .4 City y Human Resources El Gwn sw �© Community Development ❑ CC 2013-25 � Police ❑ Public Works Parks and Recreation ❑ Agenda Item Summary Memo Title: ICC Agreement for Railroad Improvements at Mill Road and Kennedy Road Meeting and Date: City Council—April 23, 2013 Synopsis: See attached memo. Council Action Previously Taken: Date of Action: Action Taken: Item Number: Type of Vote Required: Majority Council Action Requested: Approval Submitted by: Bart Olson Administration Name Department Agenda Item Notes: Memorandum To: City Council EST. 183fi From: Bart Olson, City Administrator ' CC: Date: April 17, 2013 Subject: ICC Agreements for Railroad improvements LJILL E�% Summary Approval of an agreement with the ICC for general maintenance improvements to the railroad crossings at Mill Road and Kennedy Road. Background The railroad crossings at the BNSF tracks on Mill Road and Kennedy Road have suffered normal wear and tear over the last few years, resulting in deformation of the concrete and asphalt decks at the crossing. These crossings will be improved with new concrete decks by the railroad, and at the railroad's cost. The ICC regulations regarding crossing repairs require sign-off by the local highway jurisdiction, even if the jurisdiction is not responsible for the work. We do get review and approval authority of the detour and project schedule, per ICC regulations. Attorney Orr has reviewed the agreement and has no changes,but has recommended it be approved by City Council. Recommendation Staff recommends approval of the ICC agreement for railroad crossing repairs. Illinois Commerce Commission Stipulated Agreement 1704, executed by Commission Staff on January 7, 2013 concerning renewal of the BNSF Railway Company highway-rail crossing surfaces at the following locations: Racine Avenue in Chicago (AAR/DOT #080 1.05G, railroad milepost 2.27-A), Mill Road in Yorkville (AAR/DOT #079 578N, railroad milepost 43.77-A), Kennedy Road in Yorkville (AAR/DOT #079 579V, railroad milepost 44.52-A) and Little Rock Road/CH 12 in Kendall County (AAR/DOT #079 595E, railroad milepost 52.80- A). Executed by the City of Yorkville this day of 2013. CITY OF YORKVILLE By: Attest: STATE OF ILLINOIS ygl I I ze . Je I ILLINOIS COMMERCE COMMISSION TRANSPORTATION BUREAU 1 RAIL SAFETY SECTION Michael E. Stead Rail Safety Program Administrator January 7 , 2013 i Mr. Benjamin Steinkamp Mr. James K. Klein , P . E . , S . E . Manager Public Projects Acting Engineer of Local Roads and Streets BNSF Railway Company Illinois Department of Transportation 8044 th Avenue 2300 S . Dirksen Parkway, Room 205 Minneapolis , MN 55421 Springfield , IL 62764 Attn : Jason Johnson , P . E . Mr. Eric Dhuse Mr. Francis C . Klaas , P . E . Director Public Works Kendall County Engineer City of Yorkville 6780 Route 47 800 -Game Farm Road Yorkville , IL 60560 Yorkville , IL 60560 Mr. -B � Gam A w ,Masagigg-Deputy Commissioner � llt � l�j Chicago Dept. of Transportation l 30 N . LaSalle Street Chicago , IL 60602 Gentlemen : Enclosed is a copy of Stipulated Agreement 1704 concerning renewal of the surfaces at the following highway-rail grade crossings of BNSF Railway Company's tracks : Racine Avenue in Chicago (AAR/DOT #080 905G , railroad milepost 2 .27-A) , Mill Road in Yorkville (AAR/DOT #079 578N , railroad milepost 43 .77 -A) , Kennedy Road in Yorkville (AAR/DOT #079 579V, railroad milepost 44.52-A) and Little Rock Road/CH 12 in Kendall County (AAR/DOT #079 595E, railroad milepost 52.80-A) . In accordance with the provisions of the Commission 's Recommended Procedures for Initiation and Execution of the Stipulated Agreement, all parties must sign the Execution Page of the agreement within 60 days from the date of mailing and return it to this office , or the terms of the agreement shall be renegotiated or declared void . Please read the entire agreement before execution . In addition , BNSF must submit Project Manager Information (see Exhibit 1 of the agreement) at the same time as the Execution page . We urge all parties to act expeditiously in executing the agreement so that the Commission will be in a position to enter an early Order in this matter. Thank you for your prompt attention to this matter. I 527 E. Capitol Avenue, Springfield, IL 62701 Telephone [217]782.7660 Fax [217] 524.4637 www.icc.illinols.gov I 1 Messrs . Steinkamp , Klein , Dhuse , Klaas and Warms . LQ; w January 7 , 2013 Page Two If, you have any questions, or need additional information , please contact John Blair, Assistant Rail Safety Program Administrator, at (217) 785-8421 orjbiair@icc. illinois . gov. Very truly yours , Michael E . Stead Rail Safety Program Administrator Enclosure cc: Paul Nowicki , BNSF DSD I i i i i I STATE OF ILLINOIS ILLINOIS COMMERCE COMMISSION STIPULATED AGREEMENT 1704 This Agreement made and entered into , by and between the State of Illinois acting by and through the Illinois Commerce Commission (Commission) , BNSF Railway Company (Company) , the City of Chicago in Cook County, the City of Yorkville in Kendall County, the County of Kendall (County) and the State of Illinois , Department of Transportation (Department or IDOT) . WITNESSETH : WHEREAS , it has come to the attention of the Commission through application for assistance from the Grade Crossing Protection Fund that inquiry should be made into the matter of improving public safety at the following highway-rail grade crossings of BNSF Railway Company's tracks : Racine Avenue in Chicago (AAR/DOT #080 105G , railroad milepost 2 . 27-A) , Mill Road in Yorkville (AAR/DOT #079 578N , railroad milepost 43 .77-A) , Kennedy Road in Yorkville (AAR/DOT #079 579V, railroad milepost 44 . 52-A) and Little Rock Road/CH 12 in Kendall County (AAR/DOT #079 595E, . railroad milepost 52 . 80-A) ; and WHEREAS, proper investigation has been made of the circumstances surrounding the proposed improvements at the subject crossings by a representative of the Commission 's Transportation Bureau Railroad Section ; and WHEREAS , the physical aspects , including train movements , vehicular traffic volumes and other pertinent data relating to the crossings have been obtained and shown on Exhibits Al -A4 — Crossing Surface Renewal , attached to this Agreement; and WHEREAS , the parties are mutually agreeable to accomplish proposed improvements to the crossings upon determination of the Commission by Order. NOW, THEREFORE in consideration of the premises and of the mutual covenants and agreements as hereinafter contained the parties pray that the Commission enter an Order according to the provisions of Section 18c-7401 of the Illinois Commercial Transportation Law , 625 ILCS 5/18 (c)-7401 , requiring that certain improvements as hereinafter stated be made and that the cost for the proposed improvements be divided among the parties according to law and that in the interest of the traveling public the Grade Crossing Protection Fund (GCPF) of the Motor Fuel Tax Law (MFT) be required to bear a substantial portion of the cost; To Wit the parties agree as follows : Section 1 All improvements encompassed by this Agreement shall be made in accordance with all applicable State laws , rules , standards , regulations and orders and procedures in general . . Section 2 The parties are of the opinion that the following improvements in the interest of public safety at the aforesaid crossings should be : i SA 1704 i (a) Installation of a new concrete surface at the Racine Avenue crossing in Chicago , by the Company. (b) Installation of a new `concrete surface at the Mill Road crossing in Yorkville , by the Company. (c) Installation of a new concrete surface at the Kennedy Road crossing in Yorkville, by the `Company. (d) installation of a new concrete surface at the Little Rock Road/CH 12 crossing in Kendall County, by the Company. [Note: All of the crossing surface improvements shall be constructed in accordance with the minimum requirements of 92 III. Adm . Code 1535.203 and 1535.207 (Exhibit C) . See Section 7 "Special Provisions" for specifications pertaining to placement of the hot-mix bituminous roadway approach transitions.] Section 3 The Company has prepared preliminary cost estimates for renewal of the surfaces at the aforesaid crossings , which may be required by Commission Order. The estimates are attached and incorporated herein by reference as Exhibits B1 -B4 . The Company shall upon the issuance of a Commission Order, according to the requirements contained therein , prepare and schedule for renewal of the surface at the four (4) crossings subject of this Agreement. The Company shall upon Order, according to the requirements contained therein , prepare and submit a copy of a detailed traffic detour plan and proposed project schedule to the City of Chicago , the City of Yorkville and Kendall County for approval . Submission of the detour plan and project schedule information shall be no later than sixty (60) calendar days prior to the scheduled date for the commencement of construction activities . The City of Chicago , the City of Yorkville and Kendall County shall provide notice (via phone, electronic mail , standard mail , or fax) to the Commission within fifteen ( 15) calendar days after receipt of the Company's traffic detour plan and proposed project schedule . The notices shall indicate roadway authority approval or disapproval of its respective traffic detour plan and project schedule for the proposed improvements . Section 4 BNSF Railway Company shall upon Order, according to the requirements contained therein , proceed toward renewal of the surface at the four (4) crossings subject of this Agreement, accomplishing the work with its own forces or appropriate contracted services and agrees that an appropriate time for the completion of the proposed improvements should be no later than nine (9) months from the date of a Commission Order approving this Agreement. Section 5 The parties agree that an equitable division of cost for the proposed improvements is as follows : 2 i i SA 1704 - COST DIVISION TABLE - IMPROVEMENT EST, COST GCPF COMPANY ( 100%) (0%) Materials to Install New Crossing Surfaces $306 , 397 $306, 397 $0 (0%) ( 100%) Labor to Install New Crossin •Surfaces $204, 924 $0 $204 , 924 TOTALS $511 ,321 $3069397 $204,924 Notes : 1 . Total GCPF assistance for material, contract paving and traffic control costs not to exceed $306 , 397 ; any such costs above the estimated amount of $306 , 397 will be paid by the GCPF upon submittal and review of evidence to support the additional cost and subject to approval by the Commission. 2 . Company responsible for all labor costs associated with the installation of a new surface at the subject crossings ; Company responsible for all future maintenance costs associated with the new crossing surfaces. Section 6 The City of Chicago , the City of Yorkville and Kendall County are not required to pay any portion of the cost for the proposed improvements . Section 7 Special Provisions : Since the surface renewals at the subject crossings will be performed , in part, by a contractor, flagging or contractor liability insurance will be required for the work. The hot-mix bituminous roadway approach transitions -shall be placed by a qualified asphalt paving contractor using accepted roadway paving practices and equipment for producing a smooth and durable asphalt pavement. The hot-mix bituminous material shall be produced by an IDOT approved plant and shall utilize a current IDOT approved surface mix design for the roadway wearing surface . Where multiple paving layers are placed due to a significant track raise , binder mix produced by an IDOT approved plant and utilizing a current IDOT approved mix design may be used for the lower layer(s) , if desired . Each paving layer shall be compacted with a self-propelled roller with a minimum of 3 passes . The Company shall complete and submit the Project Manager Information portion of the Project Status Report sheet, attached as Exhibit 1 , along with this executed Agreement. All signage shall conform to the requirements and specifications of 92 III , Adm . Code 1535 and the Manual on Uniform Traffic Control Devices (MUTCD) . The Company shall , at three (3) . month intervals from the date of the Commission Order approving this Agreement, or any Supplemental Order(s) issued for the project, submit to the Director of Processing and Information , Transportation Bureau of the Commission , a Project Status Report, attached as Exhibit 1 , regarding the progress it has made toward completion of the work required by this Agreement. Each Project Status Report shall include the Commission Order's docket number, the Order date , the project completion date as noted in the Order, crossing information (inventory numbers and railroad mileposts) , type of improvement, and the name , title , mailing address , phone number, -facsimile number, and electronic mailing address of the Company Project Manager. All bills for work specified in Section 2 of this Agreement authorized for reimbursement - --- - -from -the_ GCPF - shall -be submitted - to - the Bureau-of Local-Roads ----- - - -- - -- - Streets , Illinois Department of Transportation , 2300 S . Dirk sen Parkway, Room 205 , 3 SA 1704 Springfield , IL 62764 (See Exhibit `1 , page 2) . All bills shall meet the minimum documentation requirements set forth in Section 8 of this Agreement. All bills will be paid in accordance with the State Prompt Payment Act as currently enacted (Illinois Compiled Statutes , 30 ILCS 540n The Department shall send - a copy of all 'invoices to the Director of Processing and Information , Transportation Bureau of the Commission . All bills shall be submitted no later than twelve ( 12) months from the completion date specified in the Commission Order approving this Agreement or any Supplemental Order(s) issued for this project. The final invoice for expenditures from each party shall be clearly marked "Final , Invoice". The Department shall not obligate any assistance from the GCPF for the cost of proposed improvements described in this Agreement without prior approval by the Commission . The Commission shall , at the end of the 12th month from the completion date specified in the Commission Order approving this Agreement, or any Supplemental Order(s) issued for this project, conduct a review to determine if any unused assistance from the GCPF should be de-obligated . Upon completion of the review, the Commission shall notify the Department to de-obligate all residual funds accountable for installation costs for this project. Notification may be by regular mail , electronic mail , fax, or phone . Section 8 Billing : For all work specified in Section 2 of this Agreement, and authorized by an Order of the Commission , the Company shall assure that sufficient documentation for all bills is made available to the Department or the Department's representative . The minimum documentation that must be made available is outlined as follows : a) Material - An itemized list of all materials purchased and installed at the crossing location . If materials purchased are installed at multiple crossing locations , a notation must be made to identify the crossing location . b) Service Dates - Invoice shall include the beginning and ending date of the work accomplished for the invoice . c) Final or Progressive - Each invoice shall be marked as a Progressive or a Final Invoice , as applicable . d ) Reference Numbers - Each invoice shall include the AAR/DOT number, the ICC Order number and the state job number when federal funds are involved . e) Locations - Each invoice shall show the location , with the street name and AAR/DOT crossing inventory number. Section 9 This Agreement shall be binding upon the parties hereto , their successors or assigns . Upon execution of this Agreement by all parties , the Commission shall enter an appropriate Order, within 60 days accepting or rejecting such stipulation according to the provisions contained herein . In Witness Whereof, the parties have caused this Agreement to be executed by their duly authorized officers , as of the dates indicated on their respective Execution Pages , attached hereto . I 4 SA 1704 Executed by the Commission this 7th day of January 2013 . Michael E . Stead Rail Safety Program Administrator Attest: Jo n J . Blair s . Rail Safet rogram Administrator i 5 I ILLINOIS COMMERCE COMMISSION TRANSPORTATION BUREAU / RAIL SAFETY SECTION PROJECT STATUS `REPORT: i TYPE : (CHECK ON PROGRESS COMPLETION I DATE PROJECT INFORMATION : Reporting Party: Docket/Order #; Date : Status Reports Due : Ordered Completion Date : Completion Report Due' : AAR/DOT#, Milepost: Street, in/near City, County: Railroad Com an : Completion reports involving changes to the railroad crossing must include an updated USDOT Inventory Form . PROJECT MANAGER INFORMATION2 : Name : Title : Representing : Street Address : City, State , Zip : Office Phone : Office Fax: Cellular Phone : E-Mail Address : Project Manager Information to be submitted by Roadway Authority and Railroad Company DESCRIPTION OF IMPROVEMENT(S ) ORDERED : List & describe improvements . Include TEMPORARY STOP SIGNS , if required . STATUS OF WORK : STIPULATED AGREEMENT 1704 EXHIBIT 1 Page 1 i i ILLINOIS COMMERCE COMMISSION TRANSPORTATION BUREAU / RAIL SAFETY SECTION i i Mail directed to the Rail Safety Section or the Director of Processing and Information , Transportation Bureau of the Commission should be addressed to : i The Illinois Commerce Commission 527 East Capitol Avenue Springfield , IL 62701 - 1827 If you have questions contact: John Blair, Asst. Rail Safety Program Administrator Phone : (217) 785-8421 Email : jblair @icc. illinois . gov A Form 3 can be obtained from the Illinois Commerce Commission by calling 217/782- 7660 or on the web at: http ://www, icc . ill inois . gov/forms/results , aspx?st=4 The billing address for Grade Crossing Protection Fund reimbursement is : SIGNAL WORK APPROACH/BRIDGE WORK Illinois Department of Transportation IDOT, District ## Fiscal Control Unit Address Bureau of Local Roads and Streets 2300 South Dirksen Parkway Springfield , Illinois 62764 United States Department of Transportation Inventory Form #6180 .71 can be obtained on the web at: http ://www. fra . dot. gov/us/content/801 Submit Inventory forms to : Federal Railroad Administration Chief of Data Services Office of Safety , MS25 And Illinois Department of Transportation 1200 New Jersey Avenue SE 2300 S . Dirksen Parkway Washington , DC 20590- 0001 Springfield , IL 62764 STIPULATED AGREEMENT 1704 EXHIBIT 1 Page 2 I SA 1704 Exhibit Al — Crossing Surface Renewal ILLINOIS COMMERCE COMMISSION STIPULATED AGREEMENT CROSSING DATA FORM GENERAL INFORMATION : RAILROAD BNSF Railway Company USDOT#, MILEPOST DOT 080 105G — milepost 2. 27-A STREET, CITY, COUNTY Racine Avenue , Chicago , Cook County JURISDICTION ( RDWY) City LOCATION Urban STREET SURFACE 2 Lanes bituminous surface (N/S) CROSSING DATA: TRACK SURFACE TYPE SURFACE WIDTH SURFACE CONDITION Main ( E/VV) Asphalt Approx 35 Ft Fair-Poor ROADWAY DATA: INTERSECTING ROADS : Cermak Road , 22 Ft. North TRAFFIC CONTROL None DT 2 , 300 Vehicles Per Day TRAFFIC TYPE TYPES : Passenger, School Busses , Hazardous Materials , and Emergency Response [ADVANCE WARNING No PAVEMENT MARKING I No RAILROAD DATA: FREIGHT TRAFFIC 8 trains per day @ 10 MPH PASSENGER TRAFFIC None WARNING DEVICES None OTHER NOTES : _ I I SA 1704 Exhibit A2 - Crossing Surface Renewal i i i ILLINOIS COMMERCE COMMISSION STIPULATED AGREEMENT " CROSSING DATA FORM GENERAL INFORMATION : RAILROAD BNSF Railway Company USDOT#, MILEPOST DOT 079 578N - milepost 43 . 77-A STREET, CITY, COUNTY Mill Road , Yorkville , Kendall County JURISDICTION ( RDWY) City LOCATION Rural STREET SURFACE 2 Lanes bituminous surface ( NW/SE) CROSSING DATA . TRACK SURFACE TYPE SURFACE WIDTH SURFACE CONDITION Main ( NE/SW) Concrete & Timber Approx 48 Ft Fair-Poor Main (NE/SW) Timber Approx 48 Ft Fair-Poor ROADWAY DATA. INTERSECTING ROADS . None within 500 Ft. TRAFFIC CONTROL N/A DT 2 , 750 Vehicles Per Day TRAFFIC TYPE TYPES : Passenger, School Busses , Hazardous Materials , and Emergency Response ADVANCE WARNING Yes PAVEMENT MARKING No RAILROAD DATA. FREIGHT TRAFFIC 22 trains per day @ 60 MPH PASSENGER TRAFFIC 8 trains per day @ 79 MPH WARNING DEVICES Automatic Flashing Light Signals and Gates OTHER NOTES . I SA 1704 Exhibit A3 — Crossing Surface Renewal ILLINOIS COMMERCE COMMISSION "STIPULATED AGREEMENT CROSSING DATA FORM GENERAL INFORMATION : RAILROAD BNSF Railway Company USDOT#, MILEPOST DOT 079 579V - milepost 44. 52-A STREET, CITY, COUNTY Kennedy Road , Yorkville , Kendall County JURISDICTION ( RDWY) City LOCATION Rural STREET SURFACE 2 Lanes bituminous surface (N/S) CROSSING DATA: TRACK SURFACE TYPE SURFACE WIDTH SURFACE CONDITION Main (E/W) Concrete Approx 24 Ft fair-Poor Main (E/W) Concrete Approx 24 Ft Fair-Poor ROADWAY DATA: INTERSECTING ROADS : None within 500 Ft. TRAFFIC CONTROL N/A DT 2 , 850 Vehicles Per Day TRAFFIC TYPE TYPES : Passenger, School Busses , Hazardous Materials , and Emergency Response ADVANCE WARNING Yes PAVEMENT MARKING No RAILROAD DATA: FREIGHT TRAFFIC 22 trains per day @ 60 MPH PASSENGER TRAFFIC 8 trains per day @ 79 MPH WARNING DEVICES Automatic Flashing Light Signals and Gates OTHER NOTES : i i I SA 1704 Exhibit A4 — Crossing Surface Renewal i ILLINOIS COMMERCE COMMISSION j STIPULATED AGREEMENT CROSSING DATA FORM GENERAL INFORMATION : RAILROAD BNSF Railway Company USDOT#, MILEPOST DOT 079 595E - milepost 52 . 80-A STREET, CITY, COUNTY Little Rock Road , Piano, Kendall County JURISDICTION ( RDWY) County LOCATION Urban STREET SURFACE 2 Lanes bituminous surface ( N/S) CROSSING DATA : TRACK SURFACE TYPE SURFACE WIDTH SURFACE CONDITION Main ( E/VV) Concrete & Timber Approx 72 Ft Fair- Poor Main ( E/W) Concrete & Timber Approx 72 Ft Fair-Poor ROADWAY DATA: INTERSECTING ROADS : US Route 34 , 76 Ft. South TRAFFIC CONTROL Traffic Signals DT 3 , 500 Vehicles Per Day TRAFFIC TYPE TYPES : Passenger, School Busses , Hazardous Materials , and Emergency Response ADVANCE WARNING Yes PAVEMENT MARKING Yes RAILROAD DATA: FREIGHT TRAFFIC 22 trains per day @ 60 MPH PASSENGER TRAFFIC 8 trains per day @ 79 MPH WARNING DEVICES Cantilevered Automatic Flashing Light Signals and Gates OTHER NOTES : I I I 5`A 170¢ AUTHORITY FOR EXPENDITURE r `> % � ;� �f (FOR BQTERNAL BNSF RAILWAY USE ONLY) K 14 D i I LOCATION : LUMBER DIST TO CICERO LINE SEGMENT : 825 APE NUMBER : PLANITEM NUMBER : PTRO801056 MILEPOST : 0.5 RFA NUMBER : 7111412 PROPERTY OF : BNSF RAILWAY COMPANY DIVISION : CH CPAR NUMBER : CR120212 OPERATED BY : BNSF RAILWAY COMPANY SUBDIVISION : LUMBER DIST BUDGET YEAR : 2012 JOINT FACILITY : ICC TRACK TYPE : S BUDGET CLASS : 6 % BILLABLE (+/-) : 56.0 TAX STATE : IL REPORTING OFFICE : 108 SPONSOR : VP ENGINEERING CENTER/ROLLUP : S3549 PURPOSE, JUSTIFICATION AND DESCRIPTION PIP XING CHE DIV LUMBER SUB LS 825 MP 0.5 - DOT# 080105G - MATERIAL ONLY BILLABLE TO ICC PLAN ITEM LINE SEG BEG MP END MP TRK NBR BEGIN STATION END STATION PROJECT TYPE BUD YEAR PTRO80105G 825 0.5 0.5 S LUMBER DIST CICERO PUBLIC IMPROVEMENT PROJECT 2012 I CASH CAPITAL NONCASH CAPITAL OPERATING EXP REMOVAL COSTS BILLABLE TOTALS LABOR COSTS 81149 0 0 273 10,904 19,326 MATERIAL COSTS 19,629 0 0 0 25,412 45,041 OTHER COSTS 6,739 0 0 3 89725 15,467 TOTALS 34,517 0 0 276 45,041 79,834 SYSTEM MAINTENANCE AND PLANNING - KANSAS CITY PRINTED ON: 10/02/2012 ESTIMATE REF. NUMBER: 7111412 ESTIMATED BY: WAMSLEY COSTING DATE: 10/0212012 PRINTED BY: WAMSLEY I Page 1 of 3 I I i i = I ***** MAINTAIN PROPRIETARY CONFIDENTIALITY "*'* BNSF RAILWAY COMPANY FHPM ESTIMATE FOR ICC LOCATION LUMBER DIST TO CICERO DETAILS OF ESTIMATE PLAN ITEM : PTR080105G VERSION : 1 PURPOSE, JUSTIFICATION AND DESCRIPTION PIP XING CHE DIV LUMBER SUB LS 825 MP 0.5 - DOT# 080105G - MATERIAL ONLY BILLABLE TO ICC BNSF FORCES TO REHAB SINGLE TRACK XING W/ 40' CONCRETE SURFACE. PLESE NOTE THAT ONLY 1 EA. 60' TRACK PANEL IS NEEDED (NOT 2 AS SHOWN BELOW). BILLING FOR THIS PROJECT SHOULD BE DIRECTED TO: ICC TO PAY FOR MATERIAL ONLY. BNSF TO FUND LABOR AND OTHER. RFA REQUESTED BY: MARK ANDERSON 9/28/12 AFE REQUESTED BY: MAINTAIN PROPRIETARY CONFIDENTIALITY THE PHYSICAL LIMITS OF THIS PROJECT ARE DESCRIBED BY LINE SEGMENT, MILE POST RANGES, AND IN SOME CASES TRACK NUMBER. THIS IS THE PRIMARY AREA FOR THE PROJECT. THERE WILL BE CASES WHERE WORK MAY OCCUR BEYOND THE DEFINED LIMITS. PROJECTS THAT INCLUDE SIGNAL, ELECTRICAL, OR TELECOMMUNICATION EQUIPMENT MAY REQUIRE ACTIVITY BEYOND THESE DEFINED TRACK LIMITS. ALL OR PORTIONS OF SOME PROJECTS MAY OCCUR IN AREAS WHERE NO MILEPOST SIGNS EXIST SUCH AS YARDS. THIS ESTIMATE IS GOOD FOR 90 DAYS, THEREAFTER THE ESTIMATE IS SUBJECT TO CHANGE IN COST FOR LABOR, MATERIAL, AND OVERHEAD. DESCRIPTION QUANTITY U/M COST TOTAL $ #iistssssx LABOR iRifi#t##R PLACE FIELD WELDS - CAP 64.0 MH 19601 REPLACE PUBLIC CROSSING - TOTAL REHAB 80.0 MH 1,782 SIGNAL FIELD LABOR - CAP 13.0 MH 357 SURFACE TRACK - REPLACEMENT - CAP 24.0 MH 608 UNLOAD BALLAST - REPLACEMENT - CAP 6.0 MH 142 UNLOAD CROSSING MATERIAL - PUBLIC - CAP 20.0 MH 446 WORK TRAIN - BALLAST - REPLACEMENT - CAP 24.0 MH 11000 PAYROLL ASSOCIATED COSTS 4,167 DA OVERHEADS 5,390 EQUIPMENT EXPENSES 2,902 INSURANCE EXPENSES 931 TOTAL LABOR COST 19,326 19,326 s##siissiissx MATERIAL #kiifiii}}##R BALLAST-STCLOUD 100.0 NT "* 775 TRACK PANEL, 136 STANDARD RAIL, 60 FT- 10 FT TIES- 1 .0 EA ** 92668 RAIL, TRANSN,LH,25 FT, 136-1/4 WORN 115 2.0 EA ** 2,546 RAIL, TRANSN,RH,25 FT, 136-1/4 WORN 115 2.0 EA '* 21546 SPIKE, TBR SCREW 3/4"X13", F/ROAD XING 90.0 EA 203 WELDKIT, GENERIC FOR ALL RAIL WEIGHTS 8.0 KT 556 CONC 136 08-SEC WITH FILLER FOR 10' WOOD TIES '* 40.0 FT 6,380 CONCRETE XING RAMP AND PANEL RESTRAINT, 1 .0 ST 257 ASPHALT BY CONTRACTOR 1 .0 LS 152000 SIGNALMATERIAL 1 .7 DAY 298 MATERIAL HANDLING 1,907 ONLINE TRANSPORTATION 11550 USE TAX 2,886 OFFLINE TRANSPORTATION 469 TOTAL MATERIAL COST 45,041 45,041 OTHER #iisRiii#k Page 2 of 3 i i LEASED EQUIPMENT WITH OPERATOR 1 .7 DAY 2,550 TRAFFIC CONTROL 1 .0 LS 59000 TOTAL OTHER ITEMS COST 7,550 7,550 PROJECT SUBTOTAL 71,917 CONTINGENCIES 7,126 BILL PREPARATION FEE 791 GROSS PROJECT COST 799834 LESS COST PAID BY BNSF 34,793 TOTAL BILLABLE COST 45,041 Page 3 of 3 i i i SA1 lle4 AUTHORITY FOR EXPENDITURE ��r / n (FOR INTERNAL ENSF RAILWAY USE ONLY) - - - - - - - ---------.......-.......- - - - - - -------------° LOCATION : BRISTOL LINE SEGMENT : I APE NUMBER : PLANITEM NUMBER : VARIOUS MILEPOST : 43.77 RFA NUMBER : 7209112 PROPERTY OF : BNSF RAILWAY COMPANY DIVISION : CH CPAR NUMBER : CR120212 OPERATED BY : BNSF RAILWAY COMPANY SUBDIVISION : MENDOTA BUDGET YEAR : 2012 JOINT FACILITY : ICC TRACK TYPE : S BUDGET CLASS : 6 % BILLABLE (+/-) : VARIOUS TAX STATE : IL REPORTING OFFICE : 110 SPONSOR : VP ENGINEERING CENTER/ROLLUP : S3642 PURPOSE, JUSTIFICATION AND DESCRIPTION PIP CHW DIV MENDOTA SUB LS 1 MP 43.77 - BNSF FORCES TO REHAB A 2 TRACK 96' SURFACE WITH 136 LB CONCRETE. ICC WILL FUND MATERIAL ONLY. - UPDATED MATERIALS 10/5/12 PLAN ITEM LINE SEG BEG MP END MP TRK NBR BEGIN STATION END STATION PROJECT TYPE BUD YEAR PTR079578N3 1 43.77 43.77 S BRISTOL BRISTOL PUBLIC IMPROVEMENT PROJECT 2012 PTR079578N4 1 43.77 43.77 S BRISTOL BRISTOL PUBLIC IMPROVEMENT PROJECT 2012 CASH CAPITAL NONCASH CAPITAL OPERATING EXP REMOVAL COSTS BILLABLE TOTALS LABOR COSTS 21,420 0 0 793 19,424 41,637 MATERIAL COSTS 34,752 0 0 0 31 ,078 65,830 OTHER COSTS 19,626 0 0 9 15,328 349963 TOTALS 75,798 0 0 802 65,830 142,430 SYSTEM MAINTENANCE AND PLANNING - KANSAS CITY PRINTED ON: 10/1212012 ESTIMATE REF. NUMBER: 7209112 ESTIMATED BY: WAMSLEY _COSTING DATE:_-09/14/2012 ___ __ PRINTED BY:_ WAMSLEY I i Page 1 of 5 i i MAINTAIN PROPRIETARY CONFIDENTIALITY }"'} BNSF RAILWAY COMPANY FHPM ESTIMATE FOR ICC LOCATION BRISTOL DETAILS OF ESTIMATE PLAN ITEM : PTR079578N3 VERSION : 2 PURPOSE, JUSTIFICATION AND DESCRIPTION PIP CHW DIV MENDOTA SUB LS 1 MP 43.77 MAIN i BNSF FORCES TO REHAB A 2 TRACK 96' SURFACE WITH 136 LB CONCRETE. ICC WILL FUND MATERIAL ONLY. BNSF PUBLIC PROJECTS WILL FUND ALL LABOR AND OTHER. I BILLING FOR THIS PROJECT SHOULD BE DIRECTED TO: ICC WILL FUND MATERIAL ONLY RFA REQUESTED BY: MARK ANDERSON 9/12/12 APE REQUESTED BY: i MAINTAIN PROPRIETARY CONFIDENTIALITY THE PHYSICAL LIMITS OF THIS PROJECT ARE DESCRIBED BY LINE SEGMENT, MILE POST RANGES, AND IN SOME CASES TRACK NUMBER. THIS IS THE PRIMARY AREA FOR THE PROJECT. THERE WILL BE CASES WHERE WORK MAY OCCUR BEYOND THE DEFINED LIMITS. PROJECTS THAT INCLUDE SIGNAL, ELECTRICAL, OR TELECOMMUNICATION EQUIPMENT MAY REQUIRE ACTIVITY BEYOND THESE DEFINED TRACK LIMITS. ALL OR PORTIONS OF SOME PROJECTS MAY OCCUR IN AREAS WHERE NO MILEPOST SIGNS EXIST SUCH AS YARDS. THIS ESTIMATE IS GOOD FOR 90 DAYS. THEREAFTER THE ESTIMATE IS SUBJECT TO CHANGE IN COST FOR LABOR, MATERIAL, AND OVERHEAD. DESCRIPTION QUANTITY U/M COST TOTALS tittltttit LABOR !lkrklR}!k PLACE FIELD WELDS - CAP 80.0 MH 2,001 REPLACE PUBLIC CROSSING - TOTAL REHAB 96.0 MH 2,138 SIGNAL FIELD LABOR - CAP 18.0 MH 494 SURFACE TRACK - REPLACEMENT - CAP 24.0 MH 608 UNLOAD BALLAST - REPLACEMENT - CAP 6.0 MH 142 UNLOAD CROSSING MATERIAL - PUBLIC - CAP 24.0 MH 535 WORK TRAIN - BALLAST - REPLACEMENT - CAP 24.0 MH 15000 PAYROLL ASSOCIATED COSTS 4,760 DA OVERHEADS 6,285 EQUIPMENT EXPENSES 31478 INSURANCE EXPENSES 1 ,085 TOTAL LABOR COST 22,526 22,526 kf##i Ntft N} MATERIAL Y#t#ttttlitkt BALLAST-STCLOUD 100.0 NT *} 775 TRACK PANEL, 136 STANDARD RAIL, 40 FT- 10 FT TIES- 2.0 EA "' 111434 RAIL, TRANSN,BE,40 FT,136 - 1/4 WORN 132 4.0 EA X 59988 SPIKE, TBR SCREW 3/4 11X1311, F/ROAD X1NG 216.0 EA 486 WELDKIT, GENERIC FOR ALL RAIL WEIGHTS 10.0 KT 695 CONC 136 08-SEC WITH FILLER FOR 10' WOOD TIES "• 48.0 FT 7,656 CONCRETE XING RAMP AND PANEL RESTRAINT, 1 .0 ST 257 SIGNAL MATERIAL 2.0 DAY 350 MATERIAL HANDLING 1 ,377 ONLINE TRANSPORTATION 1 ,551 USE TAX 2,085 OFFLINE TRANSPORTATION 261 TOTAL MATERIAL COST 32,915 32,915 k#r##r#kf# OTHER ittisflsst ASPHALT BY CONTRACTOR 1 .0 LS 10,000 LEASED EQUIPMENT WITH OPERATOR 2.0 DAY 3,000 Page 2 of 5 TRAFFIC CONTROL 1 ,0 LS 59000 TOTAL OTHER ITEMS COST 18,000 189000 PROJECT SUBTOTAL 739441 CONTINGENCIES 79269 BILL PREPARATION FEE 808 GROSS PROJECT COST 81,518 LESS COST PAID BY BNSF 48,603 I TOTAL BILLABLE COST 32,915 j i Page 3 of 5 ••••• MAINTAIN PROPRIETARY CONFIDENTIALITY ••••• BNSF RAILWAY COMPANY FHPM ESTIMATE FOR ICC i LOCATION BRISTOL DETAILS OF ESTIMATE PLAN ITEM : PTR079578N4 VERSION : 2 PURPOSE, JUSTIFICATION AND DESCRIPTION PIP CHW DIV MENDOTA SUB LS I MP 43.77 MAIN 2 BNSF FORCES TO REHAB A 2 TRACK 96' SURFACE WITH 136 LB CONCRETE. ICC WILL FUND MATERIAL ONLY. BNSF PUBLIC PROJECTS WILL FUND ALL LABOR AND OTHER. BILLING FOR THIS PROJECT SHOULD BE DIRECTED TO: ]CC WILL FUND MATERIAL ONLY RFA REQUESTED BY: MARK ANDERSON 9/12/12 AFE REQUESTED BY: MAINTAIN PROPRIETARY CONFIDENTIALITY THE PHYSICAL LIMITS OF THIS PROJECT ARE DESCRIBED BY LINE SEGMENT, MILE POST RANGES, AND IN SOME CASES TRACK NUMBER. THIS IS THE PRIMARY AREA FOR THE PROJECT. THERE WILL BE CASES WHERE WORK MAY OCCUR BEYOND THE DEFINED LIMITS. PROJECTS THAT INCLUDE SIGNAL, ELECTRICAL, OR TELECOMMUNICATION EQUIPMENT MAY REQUIRE ACTIVITY BEYOND THESE DEFINED TRACK LIMITS. ALL OR PORTIONS OF SOME PROJECTS MAY OCCUR IN AREAS WHERE NO MILEPOST SIGNS EXIST SUCH AS YARDS. THIS ESTIMATE IS GOOD FOR 90 DAYS. THEREAFTER THE ESTIMATE IS SUBJECT TO CHANGE IN COST FOR LABOR, MATERIAL, AND OVERHEAD. DESCRIPTION QUANTITY U/M COST TOTAL $ itftfiifii LABOR giNkiitk PLACE FIELD WELDS - CAP 80.0 MH 2,001 REPLACE PUBLIC CROSSING - TOTAL REHAB 96.0 MH 2,138 SIGNAL FIELD LABOR - CAP 16.0 MH 440 SURFACE TRACK - REPLACEMENT - CAP 24.0 MH 608 UNLOAD BALLAST - REPLACEMENT - CAP 6.0 MH 142 UNLOAD CROSSING MATERIAL - PUBLIC - CAP 24.0 MH 535 PAYROLL ASSOCIATED COSTS 3,544 DA OVERHEADS 59337 EQUIPMENT EXPENSES 32446 INSURANCE EXPENSES 920 TOTAL LABOR COST 19, 1 I 1 19, 111 tfiiftif Nttk MATERIAL tittle}kkkY}}y BALLAST-STCLOUD 100.0 NT •• 775 TRACK PANEL, 136 STANDARD RAIL, 40 FT- 10 FT TIES- 2.0 EA •• 11,434 RAIL, TRANSN,BE,40 FT,136 - 1/4 WORN 132 4.0 EA X 5,988 SPIKE, TBR SCREW 3/4 66X1311, F/ROAD XING 216.0 EA 486 WELDKIT, GENERIC FOR ALL RAIL WEIGHTS 10.0 KT 695 CONC 136 08-SEC WITH FILLER FOR ]0' WOOD TIES !• 48.0 FT 7,656 CONCRETE XING RAMP AND PANEL RESTRAINT, 1.0 ST 257 SIGNAL MATERIAL 2.0 DAY 350 MATERIAL HANDLING 11377 ONLINE TRANSPORTATION 1,551 USE TAX 2,085 OFFLINE TRANSPORTATION 261 TOTAL MATERIAL COST 32,915 32,915 tyiili##ii OTHER ---- - TOTAL OTHER ITEMS COST 0 0 PROJECT SUBTOTAL 52,026 Page 4 of 5 CONTINGENCIES 59282 BILL PREPARATION FEE 604 GROSS PROJECT COST 60,912 LESS COST PAID BY BNSF 27,997 TOTAL BILLABLE COST 32,915 Page 5 of 5 i i AUTHORITY FOR EXPENDITURE �Y! (FOR INTERNAL BNSF RAILWAY USE ONLY) LOCATION : BRISTOL LINE SEGMENT : I AFE NUMBER : PLANITEM NUMBER : VARIOUS MILEPOST : 44.52 RFA NUMBER : 5962312 PROPERTY OF : BNSF RAILWAY COMPANY DIVISION : CH CPAR NUMBER : CR120212 OPERATED BY : BNSF RAILWAY COMPANY SUBDIVISION : MENDOTA BUDGET YEAR : 2012 JOINT FACILITY : ICC TRACK TYPE : S BUDGET CLASS : 6 % BILLABLE (+/-) : VARIOUS TAX STATE : IL REPORTING OFFICE : 110 SPONSOR : VP ENGINEERING CENTER/ROLLUP : S3642 j I PURPOSE, JUSTIFICATION AND DESCRIPTION PIP - 2 TRACK XING CHW DIV MENDOTA SUB LS 1 MP 44.52 - DOT 079579V - ICC TO FUND MATERIAL ONLY - UPDATED MATERIALS 10/5/12 PLAN ITEM LINE SEG BEG MP END MP TRK NBR BEGIN STATION END STATION PROJECT TYPE BUD YEAR PTR079579V3 1 44.52 44.52 S BRISTOL BRISTOL PUBLIC IMPROVEMENT PROJECT 2012 PTR079579V4 1 44.52 44.52 S BRISTOL BRISTOL PUBLIC IMPROVEMENT PROJECT 2012 CASH CAPITAL NONCASH CAPITAL OPERATING EXP REMOVAL COSTS BILLABLE TOTALS LABOR COSTS 12,956 0 0 315 18,184 312455 MATERIAL COSTS 28,530 0 0 0 389891 67,421 OTHER COSTS 7,782 0 0 4 109346 18,132 TOTALS 49,268 0 0 319 679421 117,008 SYSTEM MAINTENANCE AND PLANNING - KANSAS CITY PRINTED ON: 10/12/2012 ESTIMATE REF. NUMBER: 5962312 ESTIMATED BY: WAMSLEY A COSTING DATE: 09/24/2012 PRINTED BY: WAMSLEY i Page 1 of 5 i **•** MAINTAIN PROPRIETARY CONFIDENTIALITY *ff«* I BNSF RAILWAY COMPANY FHPM ESTIMATE FOR j ICC j i LOCATION BRISTOL DETAILS OF ESTIMATE PLAN ITEM : PTR079579V3 VERSION : 2 PURPOSE, JUSTIFICATION AND DESCRIPTION PIP - 2 TRACK XING CHW DIV MENDOTA SUB LS 1 MP 44.52 - DOT 079579V - ICC TO FUND MATERIAL ONLY (MAIN 1) BNSF TO RENEW THIS 2 TRACK XING WITH 96' CONCRETE SURFACE. ICC TO FUND MATERIAL ONLY. LABOR AND OTHER TO BE FUNDED BY BNSF. BILLING FOR THIS PROJECT SHOULD BE DIRECTED TO: ICC TO FUND MATERIAL ONLY RFA REQUESTED BY: MARK ANDERSON 9/24/12 AFE REQUESTED BY: MAINTAIN PROPRIETARY CONFIDENTIALITY THE PHYSICAL LIMITS OF THIS PROJECT ARE DESCRIBED BY LINE SEGMENT, MILE POST RANGES, AND IN SOME CASES TRACK NUMBER. THIS IS THE PRIMARY AREA FOR THE PROJECT. THERE WILL BE CASES WHERE WORK MAY OCCUR BEYOND THE DEFINED LIMITS. PROJECTS THAT INCLUDE SIGNAL, ELECTRICAL, OR TELECOMMUNICATION EQUIPMENT MAY REQUIRE ACTIVITY BEYOND THESE DEFINED TRACK LIMITS. ALL OR PORTIONS OF SOME PROJECTS MAY OCCUR IN AREAS WHERE NO MILEPOST SIGNS EXIST SUCH AS YARDS. THIS ESTIMATE IS GOOD FOR 90 DAYS. THEREAFTER THE ESTIMATE IS SUBJECT TO CHANGE IN COST FOR LABOR, MATERIAL, AND OVERHEAD. DESCRIPTION QUANTITY U/M COST TOTAL S tifilfrtsi LABOR Tffltt Nfk PLACE FIELD WELDS - CAP 80.0 MH 2,001 REPLACE PUBLIC CROSSING - TOTAL REHAB 48.0 MH 1 ,069 SIGNAL FIELD LABOR - CAP 8.0 MH 220 SURFACE TRACK - REPLACEMENT - CAP 24.0 MH 608 UNLOAD BALLAST - REPLACEMENT - CAP 6.0 MH 142 UNLOAD CROSSING MATERIAL - PUBLIC - CAP 12.0 MH 268 WORK TRAIN - BALLAST - REPLACEMENT - CAP 24.0 MH 1,000 PAYROLL ASSOCIATED COSTS 32787 DA OVERHEADS 4.888 EQUIPMENT EXPENSES 2,531 INSURANCE EXPENSES 832 TOTAL LABOR COST 17,346 17,346 lttiti!!!rf# MATERIAL ttiiflkffgtk BALLAST-STCLOUD 100.0 NT ** 775 TRACK PANEL, 136 STANDARD RAIL, 40 FT- 10 FT TIES- 2.0 EA ** 113434 RAIL, TRANSN,BE,40 FT,136 - 1/4 WORN 132 4.0 EA ** 5,988 SPIKE, TBR SCREW 3/4 11X1311, F/ROAD XING 54.0 EA 122 WELDKIT, GENERIC FOR ALL RAIL WEIGHTS 10.0 KT 695 CONC 136 08-SEC WITH FILLER FOR 10' WOOD TIES ** 24.0 FT 35828 CONCRETE XING RAMP AND PANEL RESTRAINT, 1.0 ST 257 ASPHALT BY CONTRACTOR 1 .0 LS 1 opo SIGNAL MATERIAL 1 .0 DAY 175 MATERIAL HANDLING 1,659 ONLINE TRANSPORTATION 1 ,550 USE TAX 2,511 OFFLINE TRANSPORTATION 407 TOTAL MATERIAL COST 39,401 39,401 Rf kltitiik OTHER kitfff!!r! LEASED EQUIPMENT WITH OPERATOR 1 .0 DAY 1,500 Page 2 of 5 i i, TRAFFIC CONTROL 1 .0 LS 5,000 TOTAL OTHER ITEMS COST 69500 6,500 PROJECT SUBTOTAL 63,247 CONTINGENCIES 63293 BILL PREPARATION FEE 696 GROSS PROJECT COST 70,236 LESS COST PAID BY BNSF 30,835 TOTAL BILLABLE COST 39,401 Page 3 of 5 *w*** MAINTAIN PROPRIETARY CONFIDENTIALITY *kR** BNSF RAILWAY COMPANY FHPM ESTIMATE FOR ICC LOCATION BRISTOL DETAILS OF ESTIMATE PLAN ITEM : PTR079579V4 VERSION : 2 PURPOSE, JUSTIFICATION AND DESCRIPTION PIP - 2 TRACK XING CHW DIV MENDOTA SUB LS 1 MP 44.52 - DOT 079579V - ICC TO FUND MATERIAL ONLY (MAIN 2) BNSF TO RENEW THIS 2 TRACK XING WITH 96' CONCRETE SURFACE. ICC TO FUND MATERIAL ONLY. LABOR AND OTHER TO BE FUNDED BY BNSF. BILLING FOR THIS PROJECT SHOULD BE DIRECTED TO: ICC TO FUND MATERIAL ONLY RFA REQUESTED BY: MARK ANDERSON 9124/12 AFE REQUESTED BY: MAINTAIN PROPRIETARY CONFIDENTIALITY THE PHYSICAL LIMITS OF THIS PROJECT ARE DESCRIBED BY LINE SEGMENT, MILE POST RANGES, AND IN SOME CASES TRACK NUMBER. THIS IS THE PRIMARY AREA FOR THE PROJECT. THERE WILL BE CASES WHERE WORK MAY OCCUR BEYOND THE DEFINED LIMITS. PROJECTS THAT INCLUDE SIGNAL, ELECTRICAL, OR TELECOMMUNICATION EQUIPMENT MAY REQUIRE ACTIVITY BEYOND THESE DEFINED TRACK LIMITS. ALL OR PORTIONS OF SOME PROJECTS MAY OCCUR IN AREAS WHERE NO MILEPOST SIGNS EXIST SUCH AS YARDS. THIS ESTIMATE IS GOOD FOR 90 DAYS. THEREAFTER THE ESTIMATE IS SUBJECT TO CHANGE IN COST FOR LABOR, MATERIAL, AND OVERHEAD. DESCRIPTION QUANTITY U/M COST TOTAL $ RYitikkitk LABOR ikrktkR#RR PLACE FIELD WELDS - CAP 80.0 MH 29001 REPLACE PUBLIC CROSSING - TOTAL REHAB 48.0 MH 11069 SIGNAL FIELD LABOR - CAP 8.0 MH 220 SURFACE TRACK - REPLACEMENT - CAP 24.0 MH 608 UNLOAD BALLAST - REPLACEMENT - CAP 6.0 MH 142 UNLOAD CROSSING MATERIAL - PUBLIC - CAP 12.0 MH 268 PAYROLL ASSOCIATED COSTS 2,603 DA OVERHEADS 3,992 EQUIPMENT EXPENSES 2,531 INSURANCE EXPENSES 675 TOTAL LABOR COST 14, 109 14, 109 t!litt#t!#i!f MATERIAL atkR#RRtRiiit BALLAST-STCLOUD 100.0 NT ** 775 TRACK PANEL, 136 STANDARD RAIL, 40 FT- 10 FT TIES- 2.0 EA ** 11 ,434 RAIL, TRANSN,BE,40 FT, 136 - 1/4 WORN 132 4.0 EA ** 5,988 SPIKE, TBR SCREW 3/4"X1311, F/ROAD XING 54.0 EA 122 WELDKIT, GENERIC FOR ALL RAIL WEIGHTS 10.0 KT 695 CONC 136 08-SEC WITH FILLER FOR 10' WOOD TIES *w 24.0 FT 3,828 CONCRETE XING RAMP AND PANEL RESTRAINT, 1 .0 ST 257 SIGNAL MATERIAL 1 .0 DAY 175 MATERIAL HANDLING 11159 ONLINE TRANSPORTATION 19550 USE TAX 1 ,756 OFFLINE TRANSPORTATION 281 TOTAL MATERIAL COST 28,020 28,020 RRRtt»tta OTHER tfikkklR#R TOTAL OTHER ITEMS COST 0 0- PROJECT SUBTOTAL 42, 129 Page 4 of 5 i i I CONTINGENCIES 4J79 BILL PREPARATION FEE 464 GROSS PROJECT COST 46,772 LESS COST PAID BY BNSF M752 i TOTAL BILLABLE COST 28,020 i Page 5 of 5 I 14 n AUTHORITY FOR EXPENDITURE Y /,� ' T YYY 1�, (FOR INTERNAL BNSF RAILWAY USE ONLY) ddd/// 1 I - - - ------------ -------------------------------- ------- - - ---------------- - -°-------- - - - - — - --------- - -------- ------------ - - LOCATION : PLANO LINE SEGMENT : I AFE NUMBER : PLANITEM NUMBER : VARIOUS MILEPOST : 52.8 RFA NUMBER : 5962412 PROPERTY OF : BNSF RAILWAY COMPANY DIVISION : CH CPAR NUMBER : CR120212 OPERATED BY : BNSF RAILWAY COMPANY SUBDIVISION : MENDOTA BUDGET YEAR : 2012 JOINT FACILITY : ICC TRACK TYPE : S BUDGET CLASS : 6 % BILLABLE (+/-) : VARIOUS TAX STATE : IL REPORTING OFFICE : 110 SPONSOR : VP ENGINEERING CENTER/ROLLUP : S3642 PURPOSE, JUSTIFICATION AND DESCRIPTION PIP - 2 TRACK XING CHW DIV MENDOTA SUB LS 1 MP 52.8 - DOT 079595E - ICC TO FUND MATERIAL ONLY PLAN ITEM LINE SEG BEG MP END MP TRK NBR BEGIN STATION END STATION PROJECT TYPE BUD YEAR PTR079595E 1 52.8 52.8 S PLANO PLANO PUBLIC IMPROVEMENT PROJECT 2012 PTR079595E2 1 52.8 52.8 S PLANO PLANO PUBLIC IMPROVEMENT PROJECT 2012 CASH CAPITAL NONCASH CAPITAL OPERATING EXP REMOVAL COSTS BILLABLE TOTALS LABOR COSTS 19,997 0 0 750 272706 48,453 MATERIAL COSTS 42,100 0 0 0 562005 98,105 OTHER COSTS 11,089 0 0 8 14.394 25,491 TOTALS 73, 186 0 0 758 98, 105 172.049 SYSTEM MAINTENANCE AND PLANNING - KANSAS CITY PRINTED ON: 09/24/2012 ESTIMATE REF. NUMBER: 5962412 ESTIMATED BY: WAMSLEY COSTING DATE: 09/24/2012 PRINTED BY: WAMSLEY Page 1 of 5 i = I I *1111* MAINTAIN PROPRIETARY CONFIDENTIALITY BNSF RAILWAY COMPANY FHPM ESTIMATE FOR ICC LOCATION PLANO DETAILS OF ESTIMATE PLAN ITEM : PTR079595E VERSION : 1 PURPOSE, JUSTIFICATION AND DESCRIPTION PIP - 2 TRACK XING CHW DIV MENDOTA SUB LS I MP 52.8 - DOT 079595E - ICC TO FUND MATERIAL ONLY (MAIN 1) BNSF TO RENEW THIS 2 TRACK XING WITH 56' CONCRETE SURFACE. ICC TO FUND MATERIAL ONLY. LABOR AND OTHER TO BE FUNDED BY BNSF. BILLING FOR THIS PROJECT SHOULD BE DIRECTED TO: ICC TO FUND MATERIAL ONLY RFA REQUESTED BY: MARK ANDERSON 9/24/12 AFE REQUESTED BY: MAINTAIN PROPRIETARY CONFIDENTIALITY THE PHYSICAL LIMITS OF THIS PROJECT ARE DESCRIBED BY LINE SEGMENT, MILE POST RANGES, AND IN SOME CASES TRACK NUMBER. THIS IS THE PRIMARY AREA FOR THE PROJECT. THERE WILL BE CASES WHERE WORK MAY OCCUR BEYOND THE DEFINED LIMITS. PROJECTS THAT INCLUDE SIGNAL, ELECTRICAL, OR TELECOMMUNICATION EQUIPMENT MAY REQUIRE ACTIVITY BEYOND THESE DEFINED TRACK LIMITS. ALL OR PORTIONS OF SOME PROJECTS MAY OCCUR IN AREAS WHERE NO MILEPOST SIGNS EXIST SUCH AS YARDS. THIS ESTIMATE IS GOOD FOR 90 DAYS. THEREAFTER THE ESTIMATE IS SUBJECT TO CHANGE IN COST FOR LABOR, MATERIAL, AND OVERHEAD. DESCRIPTION QUANTITY U/M COST TOTALS kktssss«}« LABOR "ssattttsf PLACE FIELD WELDS - CAP 96.0 MH 2,401 REPLACE PUBLIC CROSSING - TOTAL REHAB 112.0 MH 2,495 SIGNAL FIELD LABOR - CAP 19.0 MH 522 SURFACE TRACK - REPLACEMENT - CAP 24.0 MH 608 UNLOAD BALLAST - REPLACEMENT - CAP 12.0 MH 284 UNLOAD CROSSING MATERIAL - PUBLIC - CAP 28.0 MH 624 WORK TRAIN - BALLAST - REPLACEMENT - CAP 24.0 MH 4000 PAYROLL ASSOCIATED COSTS 5,375 DA OVERHEADS 7,213 EQUIPMENT EXPENSES 4,078 INSURANCE EXPENSES 1,245 TOTAL LABOR COST 25,845 25,845 ktkkkit}tt}tf MATERIAL «kkit4♦«ikirf BALLAST-STCLOUD 200.0 NT •* 11550 TRACK PANEL, 136 STANDARD RAIL, 40 FT- 10 FT TIES- 3.0 EA ++ 17,151 RAIL, TRANSN,BE,40 FT,136 - 1/4 WORN 132 4.0 EA "* 5,988 SPIKE, TBR SCREW 314"X1311, F/ROAD XING 126.0 EA 284 WELDKIT, GENERIC FOR ALL RAIL WEIGHTS 12.0 KT 834 CONC 136 08-SEC WITH FILLER FOR 10' WOOD TIES ++ 56.0 FT 81932 CONCRETE XING RAMP AND PANEL RESTRAINT, 1.0 ST 257 ASPHALT BY CONTRACTOR LO LS 10,000 SIGNAL MATERIAL: 2.3 DAY 403 MATERIAL HANDLING 2,266 ONLINE TRANSPORTATION 31100 USE TAX 31428 OFFLINE TRANSPORTATION 550 TOTAL MATERIAL COST 54,743 54,743 sirsssrttf OTHER sssssssssf LEASED EQUIPMENT WITH OPERATOR 2.3 DAY 3,450 Page 2 of 5 I i i I TRAFFIC CONTROL 1 .0 LS 5,000 TOTAL OTHER ITEMS COST 8,450 89450 PROJECT SUBTOTAL 89,038 CONTINGENCIES 8,820 BILL PREPARATION FEE 979 GROSS PROJECT COST 98,837 LESS COST PAID BY BNSF 449094 TOTAL BILLABLE COST 54,743 I I Page 3 of 5 I i i **«*« MAINTAIN PROPRIETARY CONFIDENTIALITY i BNSF RAILWAY COMPANY FHPM ESTIMATE FOR ICC i LOCATION PLANO DETAILS OF ESTIMATE PLAN ITEM : PTR079595E2 VERSION : I PURPOSE, JUSTIFICATION AND DESCRIPTION PIP - 2 TRACK XING CH W DI V MENDOTA SUB LS 1 MP 52.8 - DOT 079595E - ICC TO FUND MATERIAL ONLY (MAIN 2) BNSF TO RENEW THIS 2 TRACK XING WITH 56' CONCRETE SURFACE. ICC TO FUND MATERIAL ONLY. LABOR AND OTHER TO BE FUNDED BY BNSF. BILLING FOR THIS PROJECT SHOULD BE DIRECTED TO: ICC TO FUND MATERIAL ONLY RFA REQUESTED BY: MARK ANDERSON 9/24112 APE REQUESTED BY: MAINTAIN PROPRIETARY CONFIDENTIALITY THE PHYSICAL LIMITS OF THIS PROJECT ARE DESCRIBED BY LINE SEGMENT, MILE POST RANGES, AND IN SOME CASES TRACK NUMBER. THIS IS THE PRIMARY AREA FOR THE PROJECT. THERE WILL BE CASES WHERE WORK MAY OCCUR BEYOND THE DEFINED LIMITS. PROJECTS THAT INCLUDE SIGNAL, ELECTRICAL, OR TELECOMMUNICATION EQUIPMENT MAY REQUIRE ACTIVITY BEYOND THESE DEFINED TRACK LIMITS. ALL OR PORTIONS OF SOME PROJECTS MAY OCCUR IN AREAS WHERE NO MILEPOST SIGNS EXIST SUCH AS YARDS. THIS ESTIMATE IS GOOD FOR 90 DAYS. THEREAFTER THE ESTIMATE IS SUBJECT TO CHANGE IN COST FOR LABOR, MATERIAL, AND OVERHEAD. DESCRIPTION QUANTITY U/M COST TOTAL $ sass«rsss LABOR • ««rss«ssss PLACE FIELD WELDS - CAP 96.0 MH 2,401 REPLACE PUBLIC CROSSING - TOTAL REHAB 112.0 MH 2,495 SIGNAL FIELD LABOR - CAP 19.0 MH 522 SURFACE TRACK - REPLACEMENT - CAP 24.0 MH 608 UNLOAD BALLAST - REPLACEMENT - CAP 12.0 MH 284 UNLOAD CROSSING MATERIAL - PUBLIC - CAP 28.0 MH 624 PAYROLL ASSOCIATED COSTS 4,191 DA OVERHEADS 6,317 EQUIPMENT EXPENSES 4,078 INSURANCE EXPENSES 1 ,088 TOTAL LABOR COST 22,608 222608 sr«r««s«ssss MATERIAL ssss:r++s«sss BALLAST-STCLOUD 200.0 NT *' 11550 TRACK PANEL, 136 STANDARD RAIL, 40 FT- 10 FT TIES- 3.0 EA ** 17, 151 RAIL, TRANSN,BE,40 FT,136 - 1/4 WORN 132 4.0 EA " 5,988 SPIKE, TBR SCREW 3/4 11X1311, F/ROAD XING 126.0 EA 284 WELDKIT, GENERIC FOR ALL RAIL WEIGHTS 12.0 KT 834 CONC 136 08-SEC WITH FILLER FOR ]0' WOOD TIES '* 56.0 FT 81932 CONCRETE XING RAMP AND PANEL RESTRAINT, 1 .0 ST 257 SIGNAL MATERIAL 2.3 DAY 403 MATERIAL HANDLING 1,766 ONLINE TRANSPORTATION 31100 USE TAX 2,673 OFFLINE TRANSPORTATION 424 TOTAL MATERIAL COST 43,362 43,362 ss+«+«««ss OTHER ssswsss+« - -- TOTAL OTHER 0 — -0--- — PROJECT SUBTOTAL 65,970 Page 4 of 5 i CONTINGENCIES 65517 I BILL PREPARATION FEE 725 GROSS PROJECT COST 73,212 LESS COST PAID BY BNSF 29,850 TOTAL BILLABLE COST 43,362 Page 5 of 5 I SA 1704 Exhibit C Page 1 Section 1535 . 203 Construction and Maintenance of Grade Crossing I Every grade crossing shall be constructed and maintained in such manner that it will not interfere with the reasonably safe use of the roadway when traveled in the usual and ordinary manner. The surface of the roadway shall reasonably conform to the elevation of the rails for the entire area between rails and between tracks (where track centers are 15 feet or less) and for a distance of 24 inches beyond the outside of the outer rails of the outer tracks . In situations where super-elevation of rails through the crossing makes a reasonably smooth continuous surface impractical , the surface of the roadway in the crossing area shall be made as smooth as practicable , consistent with the safe operation of trains on the railroad tracks in accordance with Section 18c-7401 (2) of the Law. Any crossing hereafter constructed or reconstructed shall conform to the width of the roadway and shall include a reasonable width of usable shoulder, but in no case shall the width be less than 16 feet measured at right angles to the center line of the highway unless the Commission specifically authorizes a lesser width . At crossings where there are sidewalks , either the crossing proper shall include the sidewalk areas or separate sidewalk crossings of a width consistent with that of the sidewalk approaches shall be provided conforming with provisions of this Section as to surface . i I i SA 1704 Exhibit C Page 2 Section 1535 . 207 Adjustment of Crossings and Approaches a) Where tracks are raised through a highway crossing at the rail carrier's instance and the approach grades to the crossing conformed to the requirements of Section 1535 . 204 prior to the track raise , the rail carrier shall resurface or arrange for the resurfacing of the highway approaches to meet the elevation of the raised crossing surface , so that the change in grade does not exceed 1 % greater than the pre-existing ' grade on primary highways with a maximum authorized speed in excess of 30 miles per hour, or 2 % greater than the pre- existing grade on all other highways with a maximum authorized speed of 30 miles per hour or less . Where more than one track crosses a highway with 15 feet or less between the centerline of one track and the centerline of an adjacent track , the rail carrier shall adjust all tracks so that they conform with the requirements of Section 1535 . 203 . b) Where tracks are raised through a highway crossing at the rail carrier's instance , and the approach grades to the crossing did not conform to the requirements of Section 1535 . 204 prior to the track raise , and the track raise increases the grades by more than 1 % , it shall be the responsibility of the rail carrier to resurface , or to arrange for the resurfacing of, the highway approaches within a distance of 25 feet from the centerline of the outermost track, to minimize the change in grade to the extent practicable within the 25 feet. c) It shall be the responsibility of the highway authority to make arrangements with the respective rail carriers for the necessary track, crossing warning signs and signals , and/or crossing surface adjustments where vertical and/or horizontal adjustments are made to the approaches of a grade crossing at the highway authority's instance (whether by reconstruction , resurfacing , or widening) . The rail carrier shall , at the sole cost and expense of the highway authority, adjust the track , crossing warning signs and signals , and/or crossing surfaces to conform to Sections 1535 . 203 , 1535 . 300 (b) , 1535 . 335 , and 1535 . 360 (a) , as applicable , and the highway authority shall , at its own expense , perform all necessary approach work to comply with Section 1535 . 204 , I I i Reviewed By: Agenda Item Number .'� •s► Legal ❑❑ Mayor#4 Finance EST. -� __ti 1838 Engineer ❑ -- City Administrator Tracking Number Human Resources Community Development ❑ P F-1 CC 2013-26 Police ALE � Public Works ❑ Parks and Recreation ❑ Agenda Item Summary Memo Title: FY14 Benefit Insurance Program Renewal—Dental and Life Insurance Meeting and Date: City Council —April 23, 2013 Synopsis: Proposed change to renewal for life insurance and dental insurance. Council Action Previously Taken: Date of Action: CC 3/26/13 Action Taken: Approval of insurance renewals. Item Number: ADM 2013-16 Type of Vote Required: Majority Council Action Requested: Approval Submitted by: Meghan Ostreko Administration Name Department Agenda Item Notes: Memorandum EST. 1 _ lass To: Mayor and City Council Ob From: Meghan Ostreko, HR Manager Boa, p Date: April 18, 2013 <LE o.' ,Z Subject: FY14 Benefit Insurance Renewal Program—Dental and Life Insurance Summary Request to approve a contract with Guardian for dental insurance. Background On March 26, 2013 the City Council approved the renewal of a contract with Blue Cross Blue Shield for dental insurance and a change from Lincoln Financial Group to Guardian for life insurance. At the time it was believed that Guardian would provide a free Employee Assistance Program (EAP) with their life insurance; however, staff later found out that Guardian would only offer the EAP for free if we purchased dental insurance in conjunction with the group and voluntary life insurance policies. Guardian has agreed to match the dental policy with our current Blue Cross Blue Shield policy (the original Guardian dental proposal did not offer adult orthodontia), with the total annual cost being approximately $14,000 less than the renewal cost with Blue Cross Blue Shield. Additionally, the life insurance proposal from Guardian is $1,000 less than the renewal cost with Lincoln Financial Group. Request Staff is requesting that the City Council cancel the contract with Blue Cross Blue Shield for dental insurance and approve a contract with Guardian for dental insurance, effective May 1, 2013. BETTER BUSINESS PLANNING INC. 09 9D Istuel:vu lslue\niskl lll,,,Nhw'1d GUARDIAN GUARDIAN' GUARDIAN' GUARDIAN' zx'lllknzw. alM-6 CURRENT RENEWAL 1 Z 3 4 TYPE OF PLAN: DPPO UPPO DPPO DHMO DPPO DPPO COVERAGE STRUCTURE: [IN 1 OUT} (IN I OUT} (IN 1 OUTJ C©-PAYMENTS {IN I OUT) {INI OUT} INDIVIDUAL DEDUCTIBLE; S251525 $251$25 3251Inclusive $251 inclusive $251 Inclusive FAMILY DEDUCTIBLE. 3751$75 $751$75 3751inclusive SEE $751Inclusive $751 Inclusive DEDUCTIBLE WAIVED FOR PREVENTIVE?: YES I YES YESI YES YES!YES YES IYES YESI YES PREVENTIVE SERVICES: 100%/100% 100'%110046 100%1100% 100%1100% 100%1100% BASIC SERVICES: 60%180% 80%180% 80%180% 80%180% 100%1100% SCHEDULE MAJOR SERVICES: 50%150% 50%150% 50%150% 50%150% 60%160% ORTHODONTIA SERVICES: 50%/50% 50%150% 50%/50% 50%150% 50%150% ENDODONTICS LEVEL: BASIC BASIC BASIC BASIC BASIC SURGICAL PERIODONTICS LEVEL: BASIC BASIC BASIC BASIC BASIC NON-SURGICAL PERIODONTICS LEVEL: BASIC BASIC BASIC OF BASIC BASIC IMPLANTS COVERED?: NO NO NO NO NO ORTHODONTIA FORADULT I CHILD?: YES l YES YESI YES N01 YES )YES 1 YES ANNUAL DENTAL MAXIMUM: $2,000 $2.000 $2,000 $2,000 $2,000 LIFETIME ORTHODONTIA MAXIMUM- $2,000 $2,000 $2,000 COPAYS $2,000 $2,000 USUAL&CUSTOMARY LEVEL: 90% 90% 90% 90% MAC PARTICIPATION REQUIREMENT: D D 92°la 1 EMPLOYEE 92% EMPLOYEE RATE: 17 $36.82 $37.05 $31.30 $11.99 $29.89 EMPLOYEES SPOUSE RATE: 15 $76.39 $73.94 $62.67 $23.98 $59.$4 EMPLOYEE&1 CHILD RATE: 1 $87.98 $82.45 $84.95 $27.46 $81.59 EMPLOYEE&2+CHILDREN RATE: 4 $87.98 $82.45 $84.95 $27.46 $81.59 FAMILY RATE: 42 $127.55 $131.60 $116.32 $42.56 $111.54 TOTAL ENROLLED: 79 MONTHLY PREMIUM: $7,569 $7,67$ $6,782 $2,488 $6,498 ANNUAL PREMIUM: $96,825 $92,141 $81,388 $29,860 $77,980 VARIANCE FROM CURRENT: - 1,4% -10.4o/i -67.1% -14.1% RATE GUARANTEE: D 12 MONTHS 12 MONTHS 12 MONTHS 12 MONTHS "DPPO rues have been(III assuming the puchase of the DHMO plan. At least 1 employee must enroll in the DHMO plan. 0 CIP Reviewed By: Agenda Item Number J� $ ae► Legal : Mayor#5 Finance ESL -� 1836 Engineer ❑ -_� City Administrator ■ Tracking Number .4 City y Human Resources El Gwn sw �© Community Development ❑ CC 2013-27 � Police ❑ Public Works ❑ Parks and Recreation ❑ Agenda Item Summary Memo Title: Library Bond Ordinances Meeting and Date: City Council—April 23, 2013 Synopsis: See attached memo. Council Action Previously Taken: Date of Action: Action Taken: Item Number: Type of Vote Required: Council Action Requested: Submitted by: Rob Fredrickson Finance Name Department Agenda Item Notes: LAW OFFICE KATHLEEN FIELD ORR&ASSOCIATES 180 NORTH MICHIGAN AVENUE SUITE 1040 CHICAGO,ILLINOIS 60601 (312)382-2113 (312)382-2127 facsimile KATHLEEN FIELD ORR JAMES W.BINNINGER kfokkfoassoc.com jwbPkfoassoc.com MEMORANDUM To: Mayor and City Council of the United City of Yorkville From: Kathleen Field Orr, Village Attorney Date: April 17, 2013 Subject: An Ordinance Authorizing and Providing for the Issuance of an Aggregate $6,755,000 General Obligation Library Refunding Bonds, Series 2013, by and for the United City of Yorkville,Kendall County,Illinois,and Providing for the Levy and Collection of a Direct Annual Tax for the Payment of the Principal of and Interest on said Bonds In summary, the referenced Ordinance undertakes the following: 1. Authorizes the issuance of bonds to refund $6,755,000 of the outstanding 2005-B Library Bonds; 2. Designates the Bank of New York Mellon Trust Company as the Bond Registrar and Paying Agent; 3. Authorizes tax levies in an amount required to pay the refunding bonds; 4. Authorizes a continuing Disclose Undertaking required the City to annually report on its fiscal condition; 5. Approves a Bond Purchase Agreement and the Preliminary and Final Official Statement for use by the Underwriter, Bernardi Securities, Inc. to market the bonds; and, 6. Authorizes the use of municipal bond insurance to be issued by Assured Guaranty Municipal Corp. You will note that the maturity dates and interest rates in Section 1 are blank as the marketing of these bonds has been in progress and the interest rate and maturity dates will be presented at the meeting and inserted in the Ordinance prior to taking a vote. In the event you have any concerns or inquiries, Mr. Kevin McCanna of Speer Financial shall be in attendance to answer any questions. MINUTES of a regular public meeting of the Mayor and City Council of the United City of Yorkville, Kendall County, Illinois, held at the 800 Game Farm Road,Yorkville, Illinois, at 7:00 P.M., on the 23rd day of April, 2013. The Mayor called the meeting to order and led the pledge of allegiance to the flag. The Mayor then directed the Clerk to call the roll. Upon the roll being called the following Aldermen answered present: The following Aldermen were absent: After a discussion of the opportunity to refund a portion of the City's outstanding General Obligation Library Bonds, Series 2005B and to pay the costs of the refunding, Alderman presented and the Clerk read by title an Ordinance the complete text of which is set out hereinbelow as follows: UNITED CITY OF YORKVILLE KENDALL COUNTY,ILLINOIS ORDINANCE NO. 2013-_ AN ORDINANCE AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF AN AGGREGATE $6,755,000 GENERAL OBLIGATION LIBRARY REFUNDING BONDS, SERIES 2013, BY AND FOR THE UNITED CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS,AND PROVIDING FOR THE LEVY AND COLLECTION OF A DIRECT ANNUAL TAX FOR THE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON SAID BONDS ADOPTED BY THE MAYOR AND CITY COUNCIL OF THE UNITED CITY OF YORKVILLE KENDALL COUNTY,ILLINOIS THIS 23RD DAY OF APRIL,2013 Published in pamphlet form by authority of the City Council of the United City of Yorkville, Kendall County, Illinois, this 23rd day of April, 2013 ORDINANCE No.2013- AN ORDINANCE AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF AN AGGREGATE $6,755,000 GENERAL OBLIGATION LIBRARY REFUNDING BONDS, SERIES 2013, BY AND FOR THE UNITED CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS,AND PROVIDING FOR THE LEVY AND COLLECTION OF A DIRECT ANNUAL TAX FOR THE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON SAID BONDS WHEREAS, it is deemed advisable, necessary, and in the best interests of the residents of the United City of Yorkville, Kendall County, Illinois (the "City") to fund (i) the refunding the City's outstanding General Obligation Library Bonds, Series 2005B (the "2005B Bonds") and (ii)the costs of issuance of the Bonds (as defined herein) (the "Refunding"); and WHEREAS, pursuant to the provisions of the Illinois Municipal Code, 65 ILCS 5/8-4-1 and the Local Government Debt Reform Act, 30 ILCS 350/11 (collectively, the "Act"), the City has the power and authority to refund the 2005B Bonds for such term of years, not in excess of the maximum term of years as permitted by applicable law, and in such principal amount as may be deemed necessary by the City Council (the "Council"); and WHEREAS, it is deemed advisable, necessary and in the best interests of the City and the residents thereof to issue General Obligation Library Refunding Bonds, Series 2013 (the "Bonds") in the amount of $6,755,000 for the purpose of providing funds to be applied to the cost of the Refunding and that the Bonds should now be authorized; and WHEREAS, it is necessary for the Council to approve the form, terms and provisions of the Bonds, and authorize and direct the execution thereof: Now, THEREFORE, BE IT ORDAINED, by the City Council of the United City of Yorkville, Kendall County, Illinois, as follows: Section 1. Issuance of Bonds. The City shall issue bonds designated "General Obligation Library Refunding Bonds, Series 2013," in an aggregate principal amount of $6,755,000 (the "Bonds") for the purpose of procuring funds to be applied to paying (i) the costs of the Refunding; and (ii) the incidental expenses in connection with the Refunding and on account of the issuance of the Bonds. The Bonds shall be in denominations of Five Thousand Dollars ($5,000) each or integral multiples thereof, numbered consecutively from 1 upward; shall be dated the date of delivery; shall be issued in fully registered form; shall become due and payable on December 30 each year and shall bear interest at the rates per annum as set forth in the schedule below: Year of Maturity Interest Maturity Amount Rate 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 The Bonds shall be payable in lawful money of the United States of America, at the designated office of The Bank of New York Mellon Trust Company, N.A. (the "Registrar" or "Paying Agent"). Interest on the Bonds shall be payable semiannually on each June 30 and December 30 of each year, beginning June 30, 2013 (computed upon the basis of a 360-day year of twelve 30-day months). Interest on the Bonds shall be payable from the interest payment date to which interest has been paid next preceding the authentication date of the Bonds unless the Bonds are authenticated after the fifteenth (15th) day next preceding an interest payment date and 2 on or before such interest payment date in which case they shall bear interest from such interest payment date, or unless the Bonds are authenticated on or before June 15, 2013, in which case they shall bear interest from the original date of the issuance of the Bonds, until the principal shall be fully paid. All payments of interest on the Bonds shall be paid by check, mailed one business day prior to the interest payment date to the registered owners thereof as the names appear as of the fifteenth (15th) day next preceding the interest payment date and at the addresses as they appear on the registration books kept by the Registrar or at such other address as is provided to the Paying Agent in writing by such registered owner. The principal of the Bonds shall be payable at the designated corporate trust office of the Paying Agent. All payments on the Bonds shall be made in any coin or currency of the United States of America that on the date of such payment shall be legal tender for the payment of public and private debts. If payment of principal or interest is made to a depository, payment shall be made by wire transfer on the payment date in same-day funds. If the payment date occurs on a date when financial institutions are not open for business, the wire transfer shall be made on the next succeeding business day. The Paying Agent shall be instructed to wire transfer payments so such payments are received at the depository by 2:30 p.m. (New York City time). Section 2. Registrar and Paying Agent. The Bank of New York Mellon Trust Company, N.A. is hereby designated as Registrar and Paying Agent and charged with the responsibility of authenticating the Bonds. The Mayor and the Clerk of the City (the "City Clerk") are hereby authorized to enter into such agreements or understandings with the Registrar as will enable the institution to perform the services required of a registrar and paying agent. The Mayor and City Clerk are further authorized to pay such fees as the Registrar may charge for 3 the services it provides as Registrar and Paying Agent, and such fees may be paid from the fund established to pay the principal of and interest on the Bonds. Each Bond shall be transferable or exchangeable only upon the books of the City kept for that purpose at the designated corporate trust office of the Registrar in person by the registered owner, or by its attorney duly authorized in writing, upon surrender of such Bond together with a written instrument of transfer or exchange satisfactory to the Registrar duly executed by the registered owner, or its attorney duly authorized in writing, and thereupon a new fully registered Bond or Bonds, in an authorized aggregate principal amount and of the same maturity for the Bonds shall be executed and delivered in the name of the transferee or transferees or the registered owner, as the case may be, in exchange therefor. The costs of such transfer or exchange shall be borne by the City except for any tax or governmental charge required to be paid with respect to the transfer or exchange, which taxes or governmental charges are payable by the person requesting such transfer or exchange. The City, Registrar and Paying Agent for the Bonds may treat and consider the person in whose name such Bonds are registered as the absolute owner thereof for all purposes including for the purpose of receiving payment of, or on account of, the principal thereof and interest due thereon. The Registrar and Paying Agent may at any time resign as Registrar and Paying Agent upon giving 30 days' notice in writing to the City and by first class mail to each registered owner of the Bonds then outstanding, and such resignation will take effect at the end of such 30 day period or upon the earlier appointment of a successor registrar and paying agent by the City. Any such notice to the City may be served personally or sent by registered mail. The Registrar and Paying Agent may be removed at any time as Registrar and Paying Agent by the City, in which event the City may appoint a successor registrar and paying agent. The City shall notify 4 each registered owner of the Bonds then outstanding by first class mail of the removal of the Registrar and Paying Agent. Notices to the registered owners of the Bonds shall be deemed to be given when mailed by first class mail to the addresses of such registered owners as they appear on the registration books kept by the Registrar. Upon the appointment of any successor registrar and paying agent by the City, the Mayor, the Deputy Treasurer of the City (the "Treasurer") or the City Clerk are authorized and directed to enter into such agreements and understandings with such successor registrar and paying agent as will enable the institution to perform the services required of a registrar and paying agent for the Bonds. The Mayor and City Clerk are further authorized to pay such fees as the successor registrar and paying agent may charge for the services it provides as registrar and paying agent, and such fees may be paid from the fund established to pay the principal of and interest on the Bonds. Any predecessor registrar and paying agent shall deliver all of the Bonds and any cash or investments in its possession with respect thereto, together with the registration books, to the successor registrar and paying agent. The City has determined that it is beneficial to the City to have the Bonds held by a central depository system pursuant to an agreement between the City and The Depository Trust Company, New York, New York (the "Depository Trust Company") and have transfers of the Bonds effected by book-entry on the books of the central depository system ("Book Entry System"). The Bonds shall be initially issued in the form of a separate single authenticated fully registered Bond for the aggregate principal amount of each separate maturity of the Bonds. Upon initial issuance, the ownership of such Bonds shall be registered in the register kept by the Registrar in the name of CEDE & CO., as nominee of the Depository Trust Company. 5 With respect to the Bonds registered in the register kept by the Registrar in the name of CEDE & CO., as nominee of the Depository Trust Company, the City and the Paying Agent shall have no responsibility or obligation to any other holders or owners (including any beneficial owner (the `Beneficial Owner")) of the Bonds with respect to (i) the accuracy of the records of the Depository Trust Company, CEDE & CO., or any Beneficial Owner with respect to ownership questions, (ii) the delivery to any bondholder (including any Beneficial Owner) or any other person, other than the Depository Trust Company, of any notice with respect to the Bonds including any notice of redemption, or (iii) the payment to any bondholder (including any Beneficial Owner) or any other person, other than the Depository Trust Company, of any amount with respect to the principal of, or premium, if any, or interest on the Bonds except as otherwise provided herein. So long as the Bonds are registered in the name of CEDE & CO., as nominee of the Depository Trust Company, no person other than the Depository Trust Company shall receive an authenticated Bond evidencing an obligation of the City to make payments of the principal of and premium, if any, and interest on the Bonds pursuant to this Ordinance. The City and the Registrar and Paying Agent may treat as and deem the Depository Trust Company or CEDE & CO. to be the absolute bondholder of each of the Bonds for the purpose of(i)payment of the principal of and premium, if any, and interest on such Bonds; (ii) giving notices of redemption and other notices permitted to be given to bondholders with respect to such Bonds; (iii)registering transfers with respect to such Bonds; (iv) obtaining any consent or other action required or permitted to be taken of or by bondholders; (v) voting; and (vi) for all other purposes whatsoever. The Paying Agent shall pay all principal of and premium, if any, and interest on the Bonds only to or upon the order of the Depository Trust Company, and all such payments shall 6 be valid and effective fully to satisfy and discharge the City's and the Paying Agent's obligations with respect to principal of and premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. Upon delivery by the Depository Trust Company to the City of written notice to the effect that the Depository Trust Company has determined to substitute a new nominee in place of CEDE & CO., and subject to the provisions herein with respect to consents, the words "CEDE & CO." in this Ordinance shall refer to such new nominee of the Depository Trust Company. Notwithstanding any other provision hereof to the contrary, so long as any Bond is registered in the name of CEDE & CO., as nominee of the Depository Trust Company, all payments with respect to the principal of and premium, if any, and interest on such Bonds and all notices with respect to such Bonds shall be made and given, respectively, to the Depository Trust Company as provided in a representation letter from the City to the Depository Trust Company(the `Blanket Issuer Letter of Representations"). Upon receipt by the City of written notice from the Depository Trust Company to the effect that the Depository Trust Company is unable or unwilling to discharge its responsibilities and no substitute depository willing to undertake the functions of the Depository Trust Company hereunder can be found which is willing and able to undertake such functions upon reasonable and customary terms, then the Bonds shall no longer be restricted to being registered in the register of the City kept by the Registrar in the name of CEDE & CO., as nominee of the Depository Trust Company, but may be registered in whatever name or names the bondholders transferring or exchanging the Bonds shall designate, in accordance with the provisions of this Ordinance. If the City determines that it is in the best interest of the bondholders that they be able to obtain certificates for the fully registered Bonds, the City may notify the Depository Trust 7 Company and the Registrar, whereupon the Depository Trust Company will notify the Beneficial Owners of the availability through the Depository Trust Company of certificates for the Bonds. In such event, the Registrar shall prepare, authenticate, transfer and exchange certificates for the Bonds as requested by the Depository Trust Company and any Beneficial Owners in appropriate amounts, and whenever the Depository Trust Company requests the City and the Registrar to do so, the Registrar and the City will cooperate with the Depository Trust Company by taking appropriate action after reasonable notice to (i) make available one or more separate certificates evidencing the fully registered Bonds of any Beneficial Owner's Depository Trust Company account or (ii) arrange for another securities depository to maintain custody of certificates for and evidencing the Bonds. If the Bonds shall no longer be restricted to being registered in the name of the Depository Trust Company, the Registrar shall cause said Bonds to be printed in blank in such number as the Registrar shall determine to be necessary or customary; provided, however, that the Registrar shall be authorized to include in its next annual fee to the City all costs and expenses associated with such printing. Section 3. Redemption. (a) Optional Redemption. The Bonds maturing on and after December 30, 202_ are subject to redemption, in whole or in part, at the option of the City on any date beginning June 30, 202_, at the price of par plus accrued interest to the date of redemption. The City may designate which maturities of the Bonds are to be redeemed. (b) Mandatory Redemption. The Bonds maturing on December 30, 20_, 20 and 20 are subject to mandatory sinking fund redemption at the price of par plus accrued interest to the date of redemption on December 30 in the years and amounts as follows: 8 Term Bonds due Term Bonds due Term Bonds due Term Bonds due Term Bonds due Term Bonds due (c) General. For any such redemptions, the City shall, at least 45 days prior to the redemption date (unless a shorter time period shall be satisfactory to the Registrar), notify the Registrar of such redemption date and of the principal amount and maturity date of Bonds to be redeemed. In the event of the redemption of less than all the Bonds of a maturity, the aggregate amount thereof to be redeemed shall be $5,000 of the principal amount or any integral multiple thereof and the Registrar shall assign to each Bond of such maturity a distinctive number for each $5,000 principal amount of such Bond and shall select by lot from the numbers so assigned as many numbers as, at $5,000 for each number, shall equal the principal amount of such Bonds to be redeemed. The Bonds to be redeemed shall be the Bonds to which were assigned the numbers so selected; provided that only so much of the principal amount of each Bond shall be redeemed as shall equal $5,000 for each number assigned to it and so selected. The Registrar shall promptly notify the City in writing of the Bonds or portions of Bonds selected for redemption and, in the case of any Bond selected for partial redemption, the amount thereof of principal to be redeemed. Unless waived by the registered owner of Bonds to be redeemed, official notice of any such redemption shall be given by the Registrar on behalf of the City by mailing the redemption notice by first class 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 Bond or Bonds to be redeemed at the address as it 9 appears on the registration books kept by the Registrar or at such other address as is furnished in writing by such registered owner to the Registrar. All official, notices of redemption shall include at least the information as follows: (a) the redemption date; (b) the redemption price; (c) the identification (and, in the case of partial redemption of Bonds within such maturity, the respective principal amounts) of the Bonds to be redeemed; (d) a statement that on the redemption date the redemption price will become due and payable upon each such Bond or portion thereof called for redemption and that interest thereon shall cease to accrue from and after said date; (e) the place where such Bonds are to be surrendered for payment of the redemption price, which place of payment shall be the designated corporate trust office of the Registrar; and (f) and such other information as shall be deemed necessary by the Registrar at the time such notice is given to comply with applicable law, regulation or industry standard. Prior to any redemption date, the City shall deposit with the Registrar an amount of money sufficient to pay the redemption price of all the Bonds or portions of Bonds which are to be redeemed on that date. If Bonds are to be called for optional redemption on the same date as Bonds are to be called for mandatory sinking fund redemption, the Bonds to be called for optional redemption shall be determined by the Registrar and Paying Agent by lot prior to determining which Bonds are to be subject to mandatory sinking fund redemption. 10 Official notice of redemption having been given as aforesaid, the Bonds or portions of Bonds so to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified, and from and after such date (unless the City shall default in the payment of the redemption price) such Bonds or portions of Bonds shall cease to bear interest. Neither the failure to mail such redemption notice, nor any defect in any notice so mailed to any particular registered owner of a Bond, shall affect the sufficiency of such notice with respect to other registered owners. Notice having been properly given, failure of a registered owner of a Bond to receive such notice shall not be deemed to invalidate, limit or delay the effect of the notice or redemption action described in the notice. Such notice may be waived in writing by a registered owner of a Bond entitled to receive such notice either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by registered owners shall be filed with the Registrar, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Upon surrender of such Bonds for redemption in accordance with said notice, such Bonds or portions being redeemed shall be paid by the Registrar at the redemption price. If the redemption date is an interest payment date, 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. Upon surrender for any partial redemption of any Bond, there shall be prepared for the registered owner a new Bond or Bonds, in the amount of the unpaid principal amount, of like tenor, of authorized denominations, of the same maturity, and bearing the same rate of interest. If any Bond or portion of a Bond called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium (if any) shall, until paid or duly provided for, bear interest from the redemption date at the rate borne by the Bond or portion of 11 Bond so called for redemption. All Bonds which have been redeemed shall be canceled and destroyed by the Registrar and shall not be reissued. In addition to the foregoing notice, further notice shall be given by the Registrar on behalf and at the expense of the City as set out below, but no defect in said further notice nor any failure to give all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as above prescribed. Each further notice of redemption given hereunder shall contain the information required above for an official notice of redemption plus (a) the CUSIP numbers of all Bonds being redeemed; (b) the date of issue of the Bonds as originally issued; (c) the rate of interest borne by each Bond being redeemed; (d) the maturity date of each Bond being redeemed; and (e) any other descriptive information needed to identify accurately the Bonds being redeemed. Upon the payment of the redemption price of Bonds being redeemed, each check or other transfer of funds issued for such purpose shall bear the CUSIP number identifying, by issue and maturity, the Bonds being redeemed with the proceeds of such check or other transfer. Section 4. Execution and Negotiability. The Bonds shall be executed in the name of the City by the manual or facsimile signature of the Mayor, and the seal of the City shall be affixed, imprinted, engraved or otherwise reproduced thereon and attested by the manual or facsimile signature of the City Clerk; and these officials, by the execution at closing of a certificate, shall adopt as and for their own proper signatures the facsimile signatures appearing on the Bonds. In case any officer whose signature or facsimile signature appears on the Bonds shall cease to be such officer before the delivery of the Bonds, the signature of such officer shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery. 12 The Bonds shall have all of the qualities and incidents of negotiable instruments under the laws of the State of Illinois, subject to the provisions for registration herein. The Bonds shall also be authenticated by the manual signature of the Registrar, and no Bond shall be valid or become obligatory for any purpose until the certificate of authentication thereon has been so executed. Section 5. Form of Bonds. The form and tenor of the Bonds shall be substantially as follows, all blanks to be filled in properly prior to delivery: REGISTERED REGISTERED NO. $ UNITED STATES OF AMERICA STATE OF ILLINOIS KENDALL COUNTY UNITED CITY OF YORKVILLE GENERAL OBLIGATION LIBRARY REFUNDING BOND, SERIES 2013 Interest Rate Maturity Original Date Authentication Date CUSIP REGISTERED OWNER: CEDE & CO. PRINCIPAL SUM: The United City of Yorkville, Kendall County, Illinois (the "City"), for value received, hereby promises to pay to the Registered Owner named above or registered assigns, the Principal Sum set forth above on the Maturity Date set forth above (unless this bond be subject to and be called for redemption prior to maturity as hereinafter provided), and to pay interest (computed on the basis of a 360-day year of twelve 30-day months) hereon at the Interest Rate per annum stated above from the interest payment date to which interest has been paid next preceding the Authentication Date of this bond unless this bond is authenticated after the fifteenth (15th) day next preceding an interest payment date and on or before such interest payment date in which case it shall bear interest from such interest payment date or unless this bond is authenticated on or before June 15, 2013, in which case it shall bear interest from the Original Date, until the principal is paid, which interest is payable semiannually on June 30 and December 30 in each year, beginning June 30, 2013. 13 The principal of this bond is payable at the designated corporate trust office of The Bank of New York Mellon Trust Company, N.A. (the "Registrar" or "Paying Agent"). All payments of interest on this bond shall be paid by check, mailed one business day prior to the interest payment date to the registered owner hereof as of the fifteenth (15th) day of the month next preceding such interest payment date at the address as it appears on the registration books kept by the Registrar or at such other address as is provided to the Paying Agent in writing by the registered owner. If payment of principal or interest is made to a depository, payment shall be made by wire transfer on the payment date in same-day funds. If the payment date occurs on a date when financial institutions are not open for business, the wire transfer shall be made on the next succeeding business day. The Paying Agent shall wire transfer payments so such payments are received at the depository by 2:30 p.m. (New York City time). All payments on the bond shall be made in any coin or currency of the United States of America that on the dates of such payment shall be legal tender for the payment of public and private debts. The Bonds (as hereinafter defined) shall be initially issued in a Book Entry System (as defined in the hereinafter defined Ordinance). The provisions of this bond and of the Ordinance are subject in all respects to the provisions of the Blanket Issuer Letter of Representations (as defined in the Ordinance) between the City and The Depository Trust Company, or any substitute agreement, effecting such Book Entry System. This bond is a general obligation of the City payable from ad valorem taxes to be levied on all taxable property within the City without limitation as to rate or amount. The full faith, credit and resources of the City are pledged to the punctual payment of the principal of and interest on the Bonds. This bond is negotiable, subject to registration provisions, pursuant to the laws of the State of Illinois. This bond is one of an authorized issue of General Obligation Library Refunding Bonds, Series 2013 (the "Bonds") of the United City of Yorkville, Kendall County, Illinois (the "City"), of like date, tenor and effect, except as to rates of interest and dates of maturity; aggregating $6,755,000; numbered consecutively from 1 up; issued for the purpose of paying the costs of(i) refunding a portion of the City's General Obligation Library Bonds, Series 2005B, and (ii) the incidental expenses in connection with the Refunding and on account of the issuance of the Bonds. This bond is issued pursuant to a Bond Ordinance adopted by the Mayor and City Council of the City on the April 23, 2013 (the "Ordinance"). [Bonds maturing on or after December 30, 20_ are subject to optional redemption prior to maturity at the option of the City, from any available funds, in whole or in part on any date on or after June 30, 20_, and if in part, in such principal amounts and from such maturities as selected by the City, and if less than an entire maturity, in integral multiples of$5,000 selected by lot by the Registrar, at the redemption price of par plus accrued interest to the date fixed for redemption.] [The Bonds maturing on December 30, 20_, 20_, and 20_ are subject to mandatory sinking fund redemption on December 1 in the years and amounts as set forth in the Ordinance, at the redemption price of par plus accrued interest to the date fixed for redemption.] 14 This bond is transferable or exchangeable only upon the books of the City kept for that purpose at the designated corporate trust office of the Registrar by the registered owner hereof in person, or by its attorney duly authorized in writing, upon surrender of this bond together with a written instrument of transfer or exchange satisfactory to the Registrar duly executed by the registered owner, or its attorney duly authorized in writing, and thereupon a new fully registered Bond or Bonds in an authorized aggregate principal amount and of the same maturity, shall be executed and delivered in the name of the transferee or transferees or to the registered owner, as the case may be, in exchange therefor. The City, the Registrar, the Paying Agent and any other registrar or paying agent for this bond may treat and consider the person in whose name this bond is registered as the absolute owner hereof for all purposes including for the purpose of receiving payment of, or on account of, the principal hereof and interest due hereon. This bond is subject to defeasance prior to redemption or payment, as provided in the Ordinance referred to herein. THE OWNER OF THIS BOND, BY THE ACCEPTANCE HEREOF, HEREBY AGREES TO ALL THE TERMS AND PROVISIONS CONTAINED IN THE ORDINANCE. The Bonds maturing in any one year are issuable only in fully registered form in the denomination of$5,000 or any integral multiple thereof. It is hereby certified and recited that all acts, conditions and things required to be done precedent to and in the execution, issuance and delivery of this bond have been done and performed in regular and due form as provided by law; that the indebtedness of the City, including the issue of the Bonds of which this is one, does not exceed any limitation imposed by law; and that provision has been made for the collection of a direct annual tax sufficient to pay the interest hereon as it falls due and also to pay and discharge the principal hereof at maturity. This bond shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been executed by an authorized representative of the Registrar. IN WITNESS WHEREOF, the United City of Yorkville, Kendall County, Illinois, has caused this bond to be executed by the manual or facsimile signature of the Mayor of the City, the seal of said City (or a facsimile thereof) to be affixed, imprinted, engraved or otherwise reproduced hereon and attested by the manual or facsimile signature of the City Clerk. 15 UNITED CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS By Mayor [SEAL] Attest: City Clerk REGISTRAR'S CERTIFICATE OF AUTHENTICATION This bond is one of the Bonds described in the within-mentioned Ordinance. THE BANK OF NEW YORK MELLON TRUST COMPANY,N.A., as Registrar By Authorized Representative (End of Form of Bond) Section 6. Authorization for Preparation and Sale of the Bonds; Purchase Contract. (a) The Bonds are hereby directed to be sold and delivered through a negotiated sale to Bernardi Securities, Inc. (the "Purchaser") pursuant to the Bond Purchase Agreement between the City and the Purchaser (the "Purchase Contract") at a purchase price $ . The execution of the Purchase Contract for the sale of the Bonds by the Mayor and City Clerk is in all respects approved and confirmed, it being hereby found and determined that the Bonds will be sold at such price and bear interest at such rates that neither the true interest cost (yield) nor the net interest rate received upon such sale exceeds the maximum rate otherwise authorized by Illinois law and that the Purchase Contract is in the best interests of the City and that no person holding any office of the City, either by election or appointment, is in 16 any manner financially interested directly in his or her own name or indirectly in the name of any other person, association, trust or corporation, in the Purchase Contract. Before being issued, the Bonds shall be registered and numbered, such registration being made in a book provided for that purpose, in which shall be entered a description of the Bonds issued, including the number, date, to whom issued, amount, rate of interest and when due. The Bonds shall be executed as in this Ordinance provided as soon after the execution of the Purchase Contract as may be done, and thereupon to the Purchaser upon receipt of the purchase price therefor. (b) The Bonds when fully paid for and delivered to the Purchaser, shall be the binding general obligations of the City. The proper officers of the City are hereby directed to sell the Bonds to the Purchaser and to do whatever acts and things which may be necessary to carry out the provisions of this Ordinance. (c) The use by the Purchaser of any Preliminary Official Statement and any final Official Statement relating to the Bonds is hereby approved and authorized; the designation of the Preliminary Official Statement as nearly final by the Mayor or the Treasurer for purposes of Rule 15c2-12 promulgated by the Securities and Exchange Commission is hereby approved; the execution and delivery of said final Official Statement is hereby authorized; and the officers of the City are hereby authorized to take any action as may be required on the part of the City to consummate the transactions contemplated by the Purchase Contract, this Ordinance, the Preliminary Official Statement, the final Official Statement and the Bonds. (d) [The Bonds may be insured pursuant to a municipal bond insurance policy issued by Assured Guaranty Municipal Corp. based upon the advice of the City's financial advisor that the present value of interest savings over the life of the Bonds will exceed the premium required to procure the municipal bond insurance policy.] 17 Section 7. Tax Levy. (a) In order to provide for the collection of a direct annual tax sufficient to pay the interest on the Bonds promptly when and as the same falls due, and to pay and discharge the principal at maturity, there shall be levied upon all of the taxable property within the City a direct annual tax (the "Pledged Taxes") for each of the years while the Bonds or any of them are outstanding, in amounts sufficient for that purpose, and there be and there is hereby levied upon all of the taxable property in the City a direct annual tax in the years and amount as follows: Lever Amount and Purpose of Levy 2013 $ for payment of principal and interest 2014 $ for payment of principal and interest 2015 $ for payment of principal and interest 2016 $ for payment of principal and interest 2017 $ for payment of principal and interest 2018 $ for payment of principal and interest 2019 $ for payment of principal and interest 2020 $ for payment of principal and interest 2021 $ for payment of principal and interest 2022 $ for payment of principal and interest 2023 $ for payment of principal and interest 2024 $ for payment of principal and interest 2025 $ for payment of principal and interest 2026 $ for payment of principal and interest 2027 $ for payment of principal and interest 2028 $ for payment of principal and interest 2029 $ for payment of principal and interest (b) Principal or interest coming due at any time when there are not sufficient funds on hand from the foregoing tax levy to pay the same shall be paid from current funds on hand of the City, and the fund from which such payment was made shall be reimbursed out of the taxes hereby levied when the same shall be collected. (c) The City covenants and agrees with the Purchaser and the holders of the Bonds that so long as the Bonds remain outstanding, the City will take no action or fail to take 18 any action which in any way would adversely affect the ability of the City to levy and collect the foregoing tax levy, unless the abatement of any particular tax levy amount has been provided for through the deposit of moneys in a segregated account, and the City and its officers will comply with all present and future applicable laws in order to assure that the foregoing taxes will be levied, extended and collected as provided herein and deposited in the 2013 Bond Fund (as such term is hereinafter defined) established to pay the principal of and interest on the Bonds. Section 8. Appropriations. The funds derived from the tax levy be and the same are hereby appropriated and set aside for the sole and only purpose of paying principal and interest on the Bonds when and as the same become due. The funds from the sale of the Bonds be and they are hereby appropriated and set aside for the purpose hereinbefore set out. Section 9. Filing of Ordinance. Forthwith upon this Ordinance becoming effective, the City Clerk is hereby directed to file a certified copy of this Ordinance, which certificate shall recite that this Ordinance has been passed by the Mayor and the Council and published, with the County Clerk, and it shall be the duty of said County Clerk in and for each of the years while the Bonds or any of them are outstanding, to annually ascertain the rate necessary to produce the tax herein and therein levied, and extend the same for collection on the tax books against all of the taxable property within the City in connection with other taxes levied in each year, in order to raise the amount aforesaid and in each year such annual tax shall be computed, extended and collected in the same manner as now or hereafter provided by law for the computation, extension and collection of taxes for general corporate purposes of the City, and when collected, the taxes hereby levied shall be used only for the purpose of paying the principal of and interest on the Bonds. 19 Section 10. Bond Fund. There is hereby created and to be held by the Treasurer the 2013 Bond Fund (the "Bond Fund"), which fund shall be the fund for the payment of the principal of and interest on the Bonds at maturity or on interest payment dates or redemption. Pledged Taxes shall be deposited into the Bond Fund, as received, and shall be used solely and only for the payment of principal and interest on the Bonds when due (including any redemption). The Pledged Taxes shall be set aside as collected and be deposited in the Bond Fund, which is a trust fund established for the purpose of carrying out the covenants, terms and conditions imposed upon the City by this Ordinance. The Bonds are secured by a pledge of all moneys on deposit in the Bond Fund, and such pledge is irrevocable until the Bonds have been paid in full or until the obligations of the City are discharged under this Ordinance. The Mayor and City Clerk are hereby authorized and directed to execute a tax escrow agreement with The Bank of New York Mellon Trust Company N.A. as Tax Escrow Agent, to authorize the Bond Fund to be held by the Tax Escrow Agent. The form of the Tax Escrow Agreement attached hereto as Exhibit A submitted to the Council on the date hereof is hereby approved, and the Mayor and City Clerk are authorized and directed to execute the Tax Escrow Agreement. Section 11. Escrow Fund. There is hereby created and established a special fund of the City known as the Escrow Fund (the "Escrow Fund") to be held by The Bank of New York Mellon Trust Company, N.A. (the "Escrow Trustee"), as escrow trustee for the 2005B Bonds, pursuant to the terms of the Escrow and Defeasance Agreement between the City and Escrow Trustee (the "Escrow Agreement"). The form of the Escrow Agreement attached hereto as Exhibit B submitted to the Council on the date hereof is hereby approved, and the Mayor and City Clerk are authorized and directed to execute the Escrow Agreement. Proceeds of the Bonds 20 sufficient to accomplish the Refunding shall be deposited in the Escrow Fund and used to acquire direct obligations of the United States of America to refund the 2005B Bonds. In the event that any moneys remain in the Escrow Fund upon completion of the Refunding, the Escrow Trustee shall transfer such moneys to the City for deposit in the Bond Fund, and the City shall cause such moneys to be used to pay the principal of and interest on the Bonds on the earliest possible date. Section 12. Additional Funds and Accounts. In addition to the funds established hereunder, the Mayor is hereby authorized and directed to establish, and the Treasurer is further authorized to hold, any and all funds and/or accounts they deem necessary or convenient to the accomplishment of the purposes set forth in this Ordinance, including the payment of costs incidental to the issuance of the Bonds. Section 13. Defeasance of the Bonds. If, when the Bonds or a portion thereof shall have become due and payable in accordance with their terms or shall have been duly called for redemption or irrevocable instructions to call the Bonds or a portion thereof for redemption shall have been given, and the whole amount of the principal and the interest and the premium, if any, so due and payable upon all of the Bonds or a portion thereof then outstanding shall be paid; or (i) sufficient moneys or (ii) direct obligations of the United States of America (including obligations issued or held in book entry form on the books of the Department of the Treasury), the principal of and the interest on which when due will provide sufficient moneys for such purpose, shall be held in trust for such purpose, and provision shall also be made for paying all fees and expenses for the redemption, then and in that case the Bonds or any designated portion thereof issued hereunder shall no longer be deemed outstanding or entitled to any pledge of the Pledged Taxes made herein. 21 Section 14. Amendments with Consent of Bondholders. Subject to the terms and provisions contained in this section, and not otherwise, the owners of not less than sixty-six and two-thirds percent (66 2/3%) in aggregate principal amount of the Bonds issued pursuant to this Ordinance and then outstanding shall have the right from time to time, anything contained in this Ordinance to the contrary notwithstanding, to consent to and approve the adoption by the City of such ordinance or ordinances supplemental hereto or amendatory hereof, as shall be deemed necessary or desirable by the City for the purpose of modifying, altering, amending, adding to or rescinding in any particular manner any of the terms or provisions contained in this Ordinance, or in any supplemental ordinance; provided, however, that nothing herein contained shall permit or be construed as permitting: (a) An extension of the maturity of the principal of or interest on any Bond issued pursuant to this Ordinance; or (b) A reduction in the principal amount of any Bond or the rate of interest thereon; or (c) A preference or priority of any Bond or Bonds issued pursuant to this Ordinance over any other Bond or Bonds issued pursuant to the provisions of this Ordinance; or (d) A reduction in the aggregate principal amount of the Bonds required for consent to such supplemental ordinance. If the owners of not less than sixty-six and two-thirds percent (66 2/3%) in aggregate principal amount of the Bonds outstanding at the time of adoption of such supplemental ordinance shall have consented to and approved the adoption thereof by written instrument to be maintained on file in the office of the City Clerk, no owner of any Bond issued pursuant to this 22 Ordinance shall have any right to object to the adoption of such supplemental ordinance or to object to any of the terms and provisions contained therein or the operation thereof, or in any manner to question the propriety of the adoption thereof, or to enjoin or restrain the City from adopting the same, or from taking any action pursuant to the provisions thereof. Upon the adoption of any supplemental ordinance pursuant to the provisions of this section, this Ordinance shall be, and shall be deemed, modified and amended in accordance therewith, and the respective rights, duties and obligations under this Ordinance of the City and all owners of Bonds then outstanding, shall thereafter be determined, exercised and enforced in accordance with this Ordinance, subject in all respects to such modifications and amendments. Notwithstanding anything contained in the foregoing provisions of this Ordinance, the rights and obligations of the City and of the owners of the Bonds authorized by this Ordinance, and the terms and provisions of the Bonds and this Ordinance, or any supplemental or amendatory Ordinance, may be modified or altered in any respect with the consent of the City and the consent of the owners of all the Bonds then outstanding. Section 15. Tax Covenants. In order to preserve the exclusion of interest on the Bonds from gross income for federal tax purposes under Section 103 of the Internal Revenue Code of 1986 as existing on the date of issuance of the Bonds (the "Code") and as an inducement to Purchaser of the Bonds, the City represents, covenants and agrees that: (a) No more than 10% of the payment of the principal of or interest on the Bonds will be (under the terms of the Bonds, this Ordinance or any underlying arrangement), directly or indirectly, (1) secured by any interest in property used or to be used for a private business use or payments in respect of such property or (ii) derived 23 from payments (whether or not to the City) in respect of such property or borrowed money used or to be used for a private business use. (b) No more than 5% of the Bond proceeds will be loaned to any entity or person other than a state or local governmental unit. No more than 5% of the Bond proceeds will be transferred, directly or indirectly, or deemed transferred to a nongovernmental person in any manner that would in substance constitute a loan of the Bond proceeds. (c) The City reasonably expects, as of the date hereof, that the Bonds will not meet either the private business use test described in paragraph (a) and (b) above or the private loan test described in paragraph (b) above during the entire term of the Bonds. (d) No more than 5% of the proceeds of the Bonds will be attributable to private business use as described in (a) and private security or payments described in (b) attributable to unrelated or disproportionate private business use. For this purpose, the private business use test is applied by taking into account only use that is not related to any government use of proceeds of the issue (Unrelated Use) and use that is related but disproportionate to any governmental use of those proceeds (Disproportionate Use). (e) The City hereby designates each of the Bonds as a "qualified tax-exempt obligation" for the purposes and within the meaning of Section 265(b)(3) of the Code. In support of such designation, the City hereby certifies that (i) none of the Bonds will be at any time a "private activity bond" (as defined in Section 141 of the Code), (ii) as of the date hereof in calendar year 2013, the City has not issued any tax-exempt obligations of any kind other than the Bonds nor have any tax-exempt obligations of any kind been issued on behalf of the City and (iii) the City does reasonably expect to issue or have 24 issued on its befalf more than $10,000,000 of tax exempt obligations (including the Bonds) during calendar year 2013. (f) The City will not take any action or fail to take any action with respect to the Bonds that would result in the loss of the exclusion from gross income for federal tax purposes on the Bonds pursuant to Section 103 of the Code, nor will the City act in any other manner which would adversely affect such exclusion. (g) It shall not be an event of default under this Ordinance if the interest on any Bond is not excludable from gross income for federal tax purposes pursuant to any provision of the Code which is not currently in effect and in existence on the date of issuance of the Bonds. (h) These covenants are based solely on current law in effect and in existence on the date of delivery of such Bonds. The City hereby authorizes the officials of the City responsible for issuing the Bonds, the same being the Mayor and City Clerk, to make such further covenants and certifications as may be necessary to assure that the use thereof will not cause the Bonds to be arbitrage bonds and to assure that the interest on the Bonds will be excludable from gross income for federal income tax purposes. In connection therewith, the City further agrees: (a) through its officers, to make such further specific covenants, representations as shall be truthful, and assurances as may be necessary or advisable; (b) to consult with counsel approving the Bonds; (c) to pay to the United States, as necessary, such sums of money representing required rebates of excess arbitrage profits relating to the Bonds as required pursuant to Section 148 of the Code and the regulations promulgated thereunder; (d) to file such forms, statements, and supporting documents as may be required and in a timely manner; and (e) if deemed necessary or advisable by their officers, to 25 employ and pay fiscal agents, financial advisors, attorneys, and other persons to assist the City in such compliance. Section 16. Noncompliance with Tax Covenants. Notwithstanding any other provisions of this Ordinance, the covenants and authorizations contained in this Ordinance (the "Tax Representations") which are designed to preserve the exclusion of interest on the Bonds from gross income under federal law (the "Tax Exemption") need not be complied with if the City receives an opinion of nationally recognized bond counsel that any Tax Representations are unnecessary to preserve the Tax Exemption Section 17. Continuing Disclosure. The Mayor is hereby authorized, empowered and directed to execute and deliver a Continuing Disclosure Undertaking agreement under Rule 15c2-12 adopted by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Continuing Disclosure Undertaking"). 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 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 Bond to seek mandamus or specific performance by court order to cause the City to comply with its obligations under the Continuing Disclosure Undertaking. 26 Section 18. Registered Form. The City recognizes that Section 149(a) of the Code requires the Bonds to be issued and to remain in fully registered form in order that interest thereon is exempt from federal income taxation under laws in force at the time the Bonds are delivered. In this connection, the City agrees that it will not take any action to permit the Bonds to be issued in, or converted into,bearer or coupon form. Section 19. Severability. If any section,paragraph or provision of this Ordinance shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions of this Ordinance. Section 20. Publication. The City Clerk is hereby authorized and directed to publish this Ordinance in pamphlet form and to file copies thereof for public inspection in his/her office. Section 21. Conflicting Ordinances. All ordinances, resolutions and parts of ordinances and resolutions, in conflict herewith are hereby repealed. Section 22. Headings. The headings or titles of the several sections shall be solely for convenience of reference and shall not affect the meaning, construction or effect of this Ordinance. Section 23. Effective Date. This Ordinance shall be in full force and effect from and after its adoption and publication. 27 ADOPTED this 23rd day of April, 2013,pursuant to a roll call vote as follows: AYES: NAYS: APPROVED by me this 23rd day of April, 2013. UNITED CITY OF YORKVILLE KENDALL COUNTY,ILLINOIS Mayor, ATTEST: City Clerk Published by me in pamphlet form this 23rd day of April, 2013. Clerk, United City of Yorkville Kendall County, Illinois EXHIBIT A FORM OF TAX ESCROW AGREEMENT 2 UNITED CITY OF YORKVILLE (KENDALL COUNTY,ILLINOIS) $6,755,000 GENERAL OBLIGATION LIBRARY REFUNDING BONDS,SERIES 2013 TAX ESCROW AGREEMENT This Tax Escrow Agreement, dated as of May_, 2013, by and between the United City of Yorkville, Kendall County, Illinois (the "City"), and The Bank of New York Mellon Trust Company, N.A., as Tax Escrow Agent (the "Tax Escrow Agent"), in consideration of the mutual promises and agreements herein set forth: WITNESSETH: ARTICLE I. DEFINITIONS The following words and terms used in this Agreement shall have the following meanings unless the context or use indicates another or different meaning: 1.01. "Additional Deposits" shall have the meaning set forth in Section 2.02(b)hereof. 1.02. "Agreement" means this Tax Escrow Agreement, dated as of May _, 2013, between the City and the Tax Escrow Agent. 1.03. "Bonds" means the City's $6,755,000 General Obligation Library Refunding Bonds, Series 2013. 1.04. "Corporate Authorities"means the Mayor and the City Council of the City. 1.05. "County Collector" means, the County Collector of the County of Kendall, Illinois. 1.06. "Current Debt Service Requirement" means the amount of principal and interest due on the Bonds during the year of tax collections. 1.07. "Tax Escrow Agent"means The Bank of New York Mellon Trust Company, N.A., and any successor thereto. 1.08. "Escrow Account"means the special account created by Section 2.01 hereof. 1.09. "Ordinance" means the ordinance adopted by the Corporate Authorities on April 23, 2013, which provides for and authorizes the issuance of the Bonds by the City. 1.10. "Paying Agent" means The Bank of New York Mellon Trust Company, N.A., and any successor thereto. 1.11. "Qualified Investments" means any investments permissible under the Public Funds Investment Act, 30 ILCS 235/1 et seq. 1.12. "Pledged Taxes" means all ad valorem taxes levied against all of the taxable property by the City to pay principal of and interest on general obligation bonds of the City. 1.13. "State"means the State of Illinois. 1.14. "Treasurer"means the Deputy Treasurer of the City. 1.15. "City"means the United City of Yorkville, Kendall County, Illinois. ARTICLE II. CREATION OF THE ESCROW ACCOUNT 2.01. Establishment of the Escrow Account. The Escrow Account is hereby established with the Tax Escrow Agent as a trust fund held for the benefit of the owners of the Bonds pursuant to the Ordinance and this Agreement, separate and segregated from all other funds and accounts of the City and the Treasurer. 2.02. Pledged Taxes and Additional Deposits. For the purpose of providing the funds required to pay the interest on the Bonds when and as the same falls due and to pay and discharge the principal thereof at maturity, the Pledged Taxes and the Additional Deposits shall 2 be paid to the Tax Escrow Agent for deposit into the Escrow Account in accordance with the following procedures: (a) Pledged Taxes. The City on the date of closing of the Bonds shall deliver to the County Collector and to the Tax Escrow Agent a Segregation Order specifying the amount of each distribution to be received for all years the Bonds are outstanding which is attributable to the Current Debt Service Requirement in each year that the Bonds are outstanding as provided in the Ordinance and directing that such distribution be segregated and paid to the Tax Escrow Agent. The City shall direct the County Collector to deposit an amount equal to one-half(1/2) of the Current Debt Service Requirement from the first distribution and an amount equal to one-half (1/2) of the Current Debt Service Requirement from the second distribution be paid to the Tax Escrow Agent. Promptly upon receipt of any property taxes for distribution, the County Collector shall segregate and pay directly to the Tax Escrow Agent for deposit in the Escrow Account an amount equal to the amount of such distribution specified in the Segregation Order attached hereto as Exhibit A. (b) Additional Deposits. In the event that sufficient moneys are not on deposit in the Escrow Account to make the required transfers provided for in Section 3.02, then other moneys of the City shall be paid to the Tax Escrow Agent for deposit therein (the "Additional Deposits"), not less than four (4) business days before such principal or interest is due, in an amount sufficient to provide for the full and timely payment thereof. If the Treasurer makes an Additional Deposit because he or she has not received the Pledged Taxes in time to pay principal of or interest on the Bonds when due, and if such Pledged Taxes are received later and deposited into the Escrow Account, the Tax Escrow Agent shall reimburse the Treasurer from such Pledged Taxes in the amount of such Additional Deposit. 3 Such segregations, payments and deposits shall continue during each year, but only until and so long as an amount has been so deposited which, together with all moneys on deposit in the Escrow Account, is sufficient to pay all of the Current Debt Service Requirement on the Bonds of the calendar year in which such deposit is received, and so long as amounts on deposit in the Escrow Account are sufficient to pay such principal and interest, no further deposits shall be required during such year. ARTICLE III. OPERATION OF THE ESCROW ACCOUNT 3.01. Amounts Held in the Escrow Account. Moneys deposited in the Escrow Account shall be used for the purpose of paying the principal of and interest on the Bonds and shall not be used for any other purpose (other than making investments permitted by Section 3.03 hereof) so long as any of the Bonds remain outstanding. The Tax Escrow Agent on behalf of registered owners of the Bonds shall have a first lien upon the moneys deposited in the Escrow Account pursuant to Section 2.02 hereof and upon all present and future proceeds of the Pledged Taxes and Additional Deposits when deposited in the Escrow Account until the principal of and interest on the Bonds are paid in full, the Bonds are no longer deemed outstanding, or such proceeds are withdrawn or removed from the Escrow Account pursuant to this Agreement. 3.02. Payment of the Bonds. On the payment date of the Bonds, the Tax Escrow Agent shall transfer from the Escrow Account to the Paying Agent such amounts as are necessary for the purpose of paying the of principal of and interest on the Bonds and certain other fees and expenses coming due on such date up to the amount levied pursuant to the Ordinance. All transfers of money to the Paying Agent shall be in immediately available funds. The remittance by the Tax Escrow Agent of such moneys to the Paying Agent shall fully release and discharge the Tax Escrow Agent from any further duty or obligation with respect thereto under this 4 Agreement and shall constitute a payment under the Bonds. The Tax Escrow Agent is authorized to liquidate any investments in the Escrow Account in order to make moneys available to make such transfers. Any amounts on deposit and held by the Tax Escrow Agent in excess and of the amounts levied pursuant to the Ordinance shall promptly be paid to the Treasurer of the City upon their written request. 3.03. Investment of Moneys in the Escrow Account. Pending the need for the moneys deposited in the Escrow Account to be used for paying the principal of and interest on the Bonds, said moneys may be invested by the Tax Escrow Agent in Qualified Investments only in accordance with the written directions of the Treasurer confirmed in writing and by mail as hereinafter specified. Investments shall be scheduled to come due to meet maturing principal and interest payments on the Bonds when due. The Tax Escrow Agent shall report on the status of the Escrow Account on a monthly basis,pursuant to Section 3.04 hereof. 3.04. Monthly Reports. The Tax Escrow Agent will submit to the Treasurer on or before the 10th day of each month, a statement, as of the last day of the immediately preceding month, itemizing all moneys received by it and all payments made by it under the provisions of this Agreement during the one month period ending on such last day of the preceding month, and also listing the Qualified Investments on deposit therewith on the date of said report, including all moneys held by it received as interest on or profit from the Qualified Investments. 3.05. Sufficiency Reports; Payment. The Treasurer will advise or cause the Paying Agent to advise the Tax Escrow Agent at least thirty (30) days prior to any principal or interest payment date of the amount of principal and/or interest due on the Bonds on such payment date. If it shall then appear to the Tax Escrow Agent that the total funds in the Escrow Account, 5 including deposits therein, investments and earnings on investments, will not be sufficient to make any payment due to the Agency on such payment date, the Tax Escrow Agent shall notify the Treasurer not less than five (5) days prior to such date and the Treasurer shall make deposits therein pursuant to Section 2.02(b) hereof. 3.06. Payment of Fees. Except as otherwise already paid under the Ordinance the fees of the Tax Escrow Agent shall be paid by the City from funds other than those deposited hereunder. The fees of the Tax Escrow Agent shall be competitive with fees charged for similar services by other banking institutions within the State. ARTICLE IV. COVENANTS The City and the Tax Escrow Agent covenant and agree as follows: 4.01. Exculpation of Tax Escrow Agent. The Tax Escrow Agent shall have no responsibility or liability whatsoever for (a) any of the recitals herein (except those relating to its own organization); (b) the performance of or compliance with any covenant, condition, term or provision of the Bonds or the Ordinance; and (c) any undertaking or statement of the City or the Treasurer hereunder or under the Bonds or the Ordinance. The Tax Escrow Agent has no obligation in its capacity as Tax Escrow Agent to enforce the rights of the registered owners of the Bonds under this Agreement or the Ordinance. 4.02. Powers and Duties; Costs. The Tax Escrow Agent has all the powers and duties herein set forth with no liability in connection with any act or omission to act hereunder, except for its own gross negligence or willful misconduct, and shall be under no obligation to institute any suit or action or other proceeding under this Agreement or to enter any appearance in any suit, action or proceeding in which it may be a defendant or to take any steps in the enforcement of its rights and powers hereunder, nor shall it be deemed to have failed to take any such action, 6 unless and until it shall have been indemnified by the City to its satisfaction against any and all costs and expenses, outlays, counsel fees and other disbursements, including its own reasonable fees (provided notice is given to the City of such costs and outlays within a reasonable time after they are incurred), and if any judgment, decree or recovery be obtained by the Tax Escrow Agent, payment of all sums due it shall be a first charge against the amount of any such judgment, decree or recovery. 4.03. Buy and Sell Bonds; Investments. The Tax Escrow Agent, in its separate capacity as a banking institution, may in good faith buy, sell or hold and deal in any of the Bonds, and may also, at the direction of the Treasurer as provided in Section 3.03 hereof, invest for the Escrow Account in certificates of deposit issued by itself if such qualify as Qualified Investments and in other Qualified Investments purchased from itself. 4.04. Act upon this Agreement. All payments to be made by, and all acts, and things required to be done by, the Tax Escrow Agent under the terms and provisions of this Agreement, shall be made and done by the Tax Escrow Agent without any further direction or authority of the City or the Treasurer except as expressly provided herein. 4.05. Act upon Notices or Orders. The Tax Escrow Agent is authorized, in its sole discretion, to follow any and all notices or instructions given by Mayor of the City or the Treasurer or as are hereinabove specifically provided for and orders or process of any court having jurisdiction duly entered or issued. If any property subject hereto is at any time attached, garnished, or levied upon under any court order or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order,judgment or decree shall be made or entered by any court affecting such property or any part thereof, then, and in any of such events the Tax Escrow Agent is authorized, in its 7 discretion, to rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel of its own choosing is binding upon it; and if it complies with any such order, writ, judgment or decree it shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such compliance even though such order, writ,judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated. 4.06. Good Faith Actions. Absent negligence or willful misconduct of the Tax Escrow Agent, the Tax Escrow Agent shall not be personally liable for any act taken or omitted hereunder if taken or omitted by it in good faith and in the exercise of its own best judgment. The Tax Escrow Agent shall also be fully protected in relying upon any written notice, demand, certificate or document which it in good faith believes to be genuine. 4.07. Further Exculpation. The Tax Escrow Agent shall not be responsible for the sufficiency or accuracy of the form, execution, validity or genuineness of any securities now or hereafter deposited hereunder, or of any endorsement thereon, or for any lack of endorsement thereon, or for any description therein, nor shall it be responsible or liable in any respect on account of the identity, authority or rights of the persons executing or delivering or purporting to execute or deliver any such document, security or endorsement or this Agreement. The Tax Escrow Agent shall not be liable for any depreciation or change in the value of such investments. 4.08. Consult with Counsel. If the Tax Escrow Agent reasonably believes it to be necessary to consult with counsel concerning any of its duties in connection with this Agreement, or in case it becomes involved in litigation on account of being Tax Escrow Agent hereunder or on account of having received property subject hereto, then in either case, its costs, expenses, and reasonable attorneys' fees shall be paid by the City, upon timely notice thereof having been given. 8 4.09. Authorization. Each of the parties hereto covenants, represents and warrants that it has all powers necessary under the applicable statues, regulations and rulings and its governing body has taken all action necessary to authorize it to enter into this Agreement, and that the signatories to this Agreement on its behalf have been duly authorized to sign this Agreement on its behalf. 4.10. Illinois Law. This Agreement shall be construed, enforced, and administered in accordance with the laws of the State, and shall inure to, and be binding upon, the respective successors and assigns of the parties hereto. ARTICLE V. NOTICE 5.01. Cam. All notices and communications to the City shall be addressed in writing to: United City of Yorkville, Illinois Attn: City Clerk 800 Game Farm Road Yorkville, Illinois 60560 5.02. Tax Escrow Agent. All notices and communications to the Tax Escrow Agent shall be addressed in writing to: The Bank of New York Mellon Trust Company, N.A. 2 N. La Salle Street, Suite 1020 Chicago, Illinois 60602 5.03. Treasurer. All notices and communications to the Treasurer shall be addressed in writing to: United City of Yorkville, Illinois Attn: Deputy Treasurer 800 Game Farm Road Yorkville, Illinois 60560 5.04. Paying_Agent. All notices and communications to the Paying Agent shall be addressed in writing to: 9 The Bank of New York Mellon Trust Company,N.A. 2 N. La Salle Street, Suite 1020 Chicago, Illinois 60602 Notices shall not be deemed to be given until actually received, in the case of the City, by the Clerk at the City offices (the address hereinabove noted); in the case of the Tax Escrow Agent, by an officer in its trust department or other trust department employee administering the Escrow Account; in the case of the Treasurer, by the Treasurer or a designated agent of the Treasurer; and in the case of the Paying Agent, by an officer in its trust department or other trust department employee administering the accounts relating to the Bonds. The Tax Escrow Agent shall at all times keep the City informed as to the names of its officers and other employees who are directly involved in the administration of the Escrow Account. Whenever under the terms hereof the time for giving a notice or performing an act falls upon a Saturday, Sunday or holiday, such time shall be extended to the next business day. ARTICLE VI. RESIGNATION OR REMOVAL OF THE TAX ESCROW AGENT 6.01. The Tax Escrow Agent may at any time resign as Tax Escrow Agent under this Agreement by giving thirty (30) days written notice to the City, and such resignation shall take effect upon the appointment of a successor Tax Escrow Agent by the City. The City may select as successor Tax Escrow Agent any financial institution located within the State which is authorized to maintain trust accounts for Illinois corporations under Federal or State law. 6.02. If at any time the Tax Escrow Agent is no longer legally authorized or qualified (by reason of any Federal or State law or any other law or regulation) to act as Tax Escrow Agent hereunder, then the City may remove the Tax Escrow Agent and may select as successor Tax Escrow Agent any financial institution located within the state, which is authorized to maintain trust accounts for Illinois corporations under Federal or State law. 10 6.03. Any successor Tax Escrow Agent selected pursuant to this Article must have not less than $50,000,000 in assets. ARTICLE VII. ALTERATION AND TERMINATION OF AGREEMENT 7.01. The City, the Tax Escrow Agent and the Treasurer may change and alter the terms of this Agreement for the following purposes: (a) to correct errors, clarify ambiguities or insert inadvertently omitted material; or (b) to alter the procedures of Article II of this Agreement and definitions pertaining thereto necessitated by changes in State law and procedures thereunder with respect to the collection and distribution of taxes; provided, however, that such changes and alterations shall not materially affect the protections provided by this Agreement to the Agency. 7.02. This Agreement shall be binding on any successor to the Corporate Authorities or the Treasurer during the term of this Agreement. 7.03. Upon the retirement of any or all of the Bonds as hereinabove provided for, the Tax Escrow Agent will transfer any balance remaining in the Escrow Account to the Treasurer with due notice thereof given the City, and thereupon this Agreement shall terminate. 7.04. Future bond issues may also be subject to the terms of this Agreement upon the written agreement between the City and the Tax Escrow Agent. ARTICLE VIII. EXECUTION IN COUNTERPARTS 8.01. This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute one and the same instrument. 11 IN WITNESS WHEREOF, the City has caused this Agreement to be executed by the Mayor and attested by the Clerk under its corporate seal hereunto affixed, and the Tax Escrow Agent has caused this Agreement to be executed in its corporate name by one of its officers and to be attested by one of its officers under its corporate seal hereunto affixed, all as of the date first above written. UNITED CITY OF YORKVILLE,KENDALL COUNTY,ILLINOIS By: Its: Mayor (SEAL) Attest: By: Its: City Clerk THE BANK OF NEW YORK MELLON TRUST COMPANY,N.A., as Tax Escrow Agent By: Its: (SEAL) Attest: By: Its: This Tax Escrow Agreement received and acknowledged by me this_day of May, 2013. UNITED CITY OF YORKVILLE,KENDALL COUNTY,ILLINOIS By: Its: Deputy Treasurer 12 EXHIBIT A SEGREGATION ORDER AND AUTHORIZATION AGREEMENT FOR AUTOMATIC DEPOSITS To: The County Collector of the County of Kendall, Illinois Pursuant to an ordinance adopted on April 23, 2013 (the "Bond Ordinance"), by the City Council of the United City of Yorkville, Kendall County, Illinois (the "City"), the City has issued its $6,755,000 General Obligation Library Refunding Bonds, Series 2013, dated May _, 2013 (the "Bonds"). The Bond Ordinance authorizes you, as County Collector, to deposit one-half of the amount of tax proceeds pledged to the payment of the Bonds from the first collection cycle, and one-half of the amount of tax proceeds pledged to the payment of the Bonds from the second collection cycle, directly into a designated fund established by the City namely, the United City of Yorkville, Kendall County, Illinois, Escrow Account (the "Escrow Account") held pursuant to the Tax Escrow Agreement dated as of May_, 2013 by and between the City and The Bank of New York Mellon Trust Company, N.A. as Tax Escrow Agent. A certified copy of the Ordinance along with the Tax Escrow Agreement was filed in your offices on May _, 2013. The debt service schedule for the Bonds is attached hereto as Schedule I. Any form of payment of such taxes to the Tax Escrow Agent shall specifically reference the Escrow Account. Wiring Instructions: ACH Instructions The Bank of New York Mellon Trust The Bank of New York Mellon Trust Company, N.A. Company, N.A. ABA ABA Credit account of corporate trust Credit account of corporate trust demand deposit demand deposit Account # (account # at The Account # (commercial Bank of New York Mellon Trust checking account # at The Bank of New Company, N.A.) York Mellon Trust Company,N.A.) Attn: Attn: Re: United City of Yorkville, Kendall Re: United City of Yorkville, Kendall County, Illinois County, Illinois Escrow Fund Escrow Fund Internal account# Internal account# This Segregation Order will also be filed with the Tax Escrow Agent. Dated this day of May, 2013. UNITED CITY OF YORKVILLE,KENDALL COUNTY,ILLINOIS By: Its: Deputy Treasurer Signature Page to Segregation Order SCHEDULE I—ANNUAL DEBT SERVICE SCHEDULE Signature Page to Segregation Order EXHIBIT B FORM OF ESCROW AGREEMENT 3 UNITED CITY OF YORKVILLE (KENDALL COUNTY,ILLINOIS) $6,755,000 GENERAL OBLIGATION LIBRARY REFUNDING BONDS,SERIES 2013 ESCROW AND DEFEASANCE AGREEMENT This Escrow and Defeasance Agreement (the "Agreement") made and entered into on May _, 2013, by and between the United City of Yorkville, Kendall County, Illinois (the "City"), a municipality organized and existing under the laws of the State of Illinois, and The Bank of New York Mellon Trust Company, N.A. (the "Escrow Trustee"), a national banking association organized and existing under the laws of the United States of America and having a corporate trust office in the City of Chicago, Illinois. WITNESSETH WHEREAS, the City heretofore issued its General Obligation Library Bonds, Series 2005B (the "200513 Bonds") of which $6,660,000 are now outstanding; and WHEREAS, the City has concurrently with the execution of this Agreement executed, issued, and delivered its General Obligation Library Refunding Bonds, Series 2013 (the "2013 Bonds"), and the City has deposited with the Escrow Trustee cash together with securities purchased from such proceeds sufficient to discharge the portion of the outstanding 2005B Bonds due December 30, 2014, through and including December 30, 2024 (the "Refunded Bonds"); and WHEREAS, the amounts and maturities of the Refunded Bonds are set forth on Exhibit A attached hereto; Now,THEREFORE, it is agreed by and among the parties hereto as follows: 1. There is hereby created the Escrow Account in which the Escrow Trustee shall hold the cash and securities for the owners of the Refunded Bonds. Moneys and securities held in the Escrow Account are irrevocably pledged to pay the Refunded Bonds, and the Escrow Trustee hereby releases any and all claims to the Escrow Account for the payment of any fees or expenses. The Escrow Trustee acknowledges receipt from the City of cash in the amount of $ and the direct, noncallable obligations of the United States of America as set forth in Exhibit B attached hereto (the "Government Obligations") to be applied to the payment of the principal, interest and redemption premiums, if any, of the Refunded Bonds as they mature or become redeemable. Such securities are issued in book entry form in the name of the Escrow Trustee as follows: "The Bank of New York Mellon Trust Company, N.A., as Escrow Trustee for the United City of Yorkville, Kendall County, Illinois." In addition, the Escrow Trustee acknowledges receipt of payment in full of all of its fees and expenses in paying the Refunded Bonds. 2. The Escrow Trustee agrees that it will not sell any of the securities described in Exhibit B unless: (a) instructed to do so by the City in writing, (b) proceeds are reinvested in (1) direct noncallable obligations of the United States, or (ii) obligations the full amount of principal and interest on which is guaranteed by the United States, the principal and interest on which is sufficient to pay principal, interest and redemption premium, if any, on the Refunded Bonds as they become due, (c) an opinion of a certified public accountant that the principal and interest on such obligations are sufficient to pay the principal, interest and redemption premium, if any, on the Refunded Bonds as they become due is furnished to bond counsel and the Escrow Trustee, and (d) an opinion of bond counsel is furnished to the Escrow Trustee and the City to the effect that such reinvestment will not cause the interest on the Refunded Bonds and the 2013 Bonds to become subject to federal income tax. 3. The City hereby irrevocably instructs the Escrow Trustee and the Escrow Trustee hereby agrees to pay the principal of and interest on the Refunded Bonds as they become due and to redeem on December 30, 2013, the Refunded Bonds. 4. The Escrow Trustee agrees to provide the required notice of redemption of the Refunded Bonds prior to the December 30, 2013, call date. The form of the notice of redemption is attached hereto as Exhibit C. 5. Upon the payment in full of the principal of, interest and premium, if any, on the Refunded Bonds, any moneys remaining in the Escrow Account shall be transferred to the City. 6. Notwithstanding any provision contained herein to the contrary, the Escrow Trustee, including its officers, directors, employees and agents, shall: (a) not be liable for any action taken or omitted under this Agreement so long as it shall have acted in good faith and without negligence; (b) be entitled to deem the signatories of any documents or instruments submitted to it hereunder as being those purported to be authorized to sign such documents or instruments on behalf of the parties hereto, and shall be entitled to rely upon the genuineness of the signatures of such signatories without inquiry and without requiring substantiating evidence of any kind; (c) have no responsibility or liability for any diminution in value of any assets held hereunder which may result from any investments or reinvestment made in accordance with any provision which may be contained herein; (d) be, and hereby is, indemnified and saved harmless by the City from all losses, liabilities, costs and expenses, including attorney fees and expenses, which may be incurred by it as a result of its acceptance of its appointment hereunder or arising from the performance of its duties hereunder, unless such losses, liabilities, costs and expenses shall have been finally adjudicated to have resulted from the willful misconduct or negligence of the Escrow Trustee, and such indemnification shall survive its resignation or removal, or the termination of this Agreement; - 2 - (e) have only those duties as are specifically provided herein. This Agreement sets forth all matters pertinent to the escrow contemplated hereunder, and no additional obligations of the Escrow Trustee shall be inferred from the terms of this Agreement or any other agreement. IN NO EVENT SHALL THE ESCROW TRUSTEE BE LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY (i) DAMAGES OR EXPENSES ARISING OUT OF THE SERVICES PROVIDED HEREUNDER. OTHER THAN DAMAGES WHICH RESULT FROM THE ESCROW TRUSTEE'S FAILURE TO ACT IN ACCORDANCE WITH THE STANDARDS SET FORTH IN THIS AGREEMENT, OR (ii) SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, EVEN IF THE ESCROW TRUSTEE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; (f) have the right,but not the obligation, to consult with counsel of choice and shall not be liable for action taken or omitted to be taken by Escrow Trustee either in accordance with the written advice of such counsel or in accordance with any opinion of counsel to the City addressed and delivered to the Escrow Trustee; (g) have the right to perform any of its duties hereunder through agents, attorneys, custodians or nominees, and shall not be responsible for the misconduct or negligence of such agents, attorneys, custodians and nominees appointed by it with due care; and (h) not be required to risk, use or advance its own funds or otherwise incur financial liability in the performance of any of its duties or the exercise of any of its rights and powers hereunder; and (i) be protected in acting and relying upon any notice, order, requisition, request, consent, certificate, order, opinion (including an opinion of independent counsel), affidavit, letter, telegram or other paper or document in good faith deemed by it to be genuine and correct and to have been signed or sent by the proper person or persons. 7. Any banking association or corporation into which the Escrow Trustee may be merged, converted or with which the Escrow Trustee may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Escrow Trustee shall be a party, or any baking association or corporation to which all or substantially all of the corporate trust business of the Escrow Trustee shall be transferred, shall succeed to all the Escrow Trustee's rights, obligations and immunities hereunder without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. 8. The Escrow Trustee may resign as such following the giving of thirty (30) days prior written notice to the City. Similarly, the Escrow Agent may be removed and replaced following the giving of thirty(30) days prior written notice to the Escrow Trustee by the City. In - 3 - either event, the duties of the Escrow Trustee shall terminate (30) days after receipt of such notice (or as of such earlier date as may be mutually agreeable); and the Escrow Trustee shall then deliver the balance of the moneys and/or assets then in its possession to a successor escrow trustee as shall be appointed by the City as evidenced by a written notice filed with the Escrow Trustee. If the City has failed to appoint a successor prior to the expiration of thirty (30) days following receipt of the notice of resignation or removal, the Escrow Trustee may petition, at the expense of the City, any court of competent jurisdiction for the appointment of a successor escrow trustee or for other appropriate relief, and any such resulting appointment shall be binding upon the parties hereto. 9. This agreement is irrevocable. 10. This Agreement shall be governed, construed, interpreted and enforced under, and in accordance with, the laws of the State of Illinois. -4 - IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed for and on their behalf the day and year first hereinabove written. UNITED CITY OF YORKVILLE,KENDALL COUNTY, ILLINOIS By: Mayor (Seal) Attest: Clerk THE BANK OF NEW YORK MELLON TRUST COMPANY,N.A., Escrow Trustee By: (Seal) Attest: [SIGNATURE PAGE TO THE ESCROW AND DEFEASANCE AGREEMENT] EXHIBIT A Attached to and made a part of the Escrow and Defeasance Agreement executed by United City of Yorkville, Kendall County, Illinois and The Bank of New York Mellon Trust Company,N.A. Dated May_, 2013 GENERAL OBLIGATION LIBRARY BONDS, SERIES 2005B REFUNDED OUTSTANDING AMOUNT MATURITIES AMOUNT REFUNDED 12/30/2014 400,000 400,000 12/30/2015 435,000 435,000 12/30/2016 460,000 460,000 12/30/2017 485,000 485,000 12/30/2018 540,000 540,000 12/30/2019 575,000 575,000 12/30/2020 605,000 605,000 12/30/2021 650,000 650,000 12/30/2022 690,000 690,000 12/30/2023 725,000 725,000 12/30/2024 760,000 760,000 EXHIBIT B Attached to and made a part of the Escrow and Defeasance Agreement executed by United City of Yorkville, Kendall County, Illinois and The Bank of New York Mellon Trust Company,N.A. Dated May_, 2013 SCHEDULE OF UNITED STATES OBLIGATIONS Type Maturity Cou on Par Amount Cash: S EXHIBIT C NOTICE OF REDEMPTION Owners of the $6,325,000 of United City of Yorkville, Kendall County, Illinois, General Obligation Library Bonds, Series 2005B, which mature on December 30, 2014, through and including December 30, 2024 (the "Bonds"), and bear CUSIP numbers 987355DN1, 987355DP6, 987355DQ4, 987355DR2, 987355DT8, 987355DV3 and 987355DY7, are hereby notified that such Bonds will be redeemed upon presentation at the corporate trust office of The Bank of New York Mellon Trust Company, N.A., Chicago, Illinois, on December 30, 2013, at face value plus accrued interest to that date. All of such Bonds shall cease to bear interest on December 30, 2013. Dated this day of November, 2013. THE BANK OF NEW YORK MELLON TRUST COMPANY,N.A., as Escrow Trustee By: /s/ Title: UNITED CITY OF YORKVILLE,KENDALL COUNTY, ILLINOIS By: /s/ Title: Alderman moved and Alderman seconded the motion that said Ordinance as presented and read by the Clerk be adopted. After a full discussion thereof, the Mayor directed that the roll be called for a vote upon the motion to adopt the Ordinance as read. Upon the roll being called the following Aldermen voted AYE: and the following Aldermen voted NAY: Whereupon the Mayor declared the motion carried and the Ordinance adopted and henceforth did approve and sign the same in open meeting and did direct the Clerk to record the same in full in the records of this meeting of the Mayor and City Council of the United City of Yorkville, Illinois,Kendall County, Illinois. Other business not pertinent to the adoption of said Ordinance was duly transacted at said meeting. Upon motion duly made and seconded, the meeting was adjourned. Beth Warren, Clerk, United City of Yorkville, Kendall County, Illinois STATE OF ILLINOIS ) ) SS COUNTY OF KENDALL ) CERTIFICATION OF ORDINANCE,MINUTES AND PUBLICATION IN PAMPHLET FORM I, the undersigned, do hereby certify that I am the duly qualified and acting Clerk of the United City of Yorkville, Illinois, Kendall County, Illinois (the "City"), and as such official I am the keeper of the records and files of the City and the Mayor and City Council of said City (the "Council"). I do further certify that the foregoing constitutes a full, true and complete transcript of the minutes of the meeting of the Council held on the 23rd day of April, 2013, insofar as same relates to the adoption of an Ordinance entitled: AN ORDINANCE AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF AN AGGREGATE $6,755,000 GENERAL OBLIGATION LIBRARY REFUNDING BONDS, SERIES 2013, BY AND FOR THE UNITED CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS,AND PROVIDING FOR THE LEVY AND COLLECTION OF A DIRECT ANNUAL TAX FOR THE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON SAID BONDS a true, correct and complete copy of which said Ordinance as adopted at said meeting appears in the foregoing transcript of the minutes of said meeting. I do further certify that the deliberations of the Council on the adoption of said Ordinance were conducted openly, that the vote on the adoption of said Ordinance was taken openly, that said meeting was called and held at a specified time and place convenient to the public, that notice of said meeting was duly given to all news media requesting such notice, that said meeting was called and held in strict compliance with the provisions of the Open Meetings Act of the State of Illinois, as amended, and with the provisions of the Illinois Municipal Code, and that the Council has complied with all of the provisions of said Acts and with all of the procedural rules of the Council in the passage of said Ordinance. I do further certify that said Ordinance was published by authority of the Council in pamphlet form on the 23rd day of April, 2013, and said Ordinance as so published was on said date readily available for public inspection and distribution, in sufficient number to meet the needs of the general public, at my office as Clerk located in the City. IN WITNESS WHEREOF, I hereunto affix my official signature and the seal of the City, this day of April, 2013. Clerk,United City of Yorkville Kendall County, Illinois (SEAL) ORDINANCE NO. AN ORDINANCE ABATING TAXES LEVIED BY AN ORDINANCE ADOPTED BY THE CITY COUNCIL OF THE UNITED CITY OF YORKVILLE,KENDALL COUNTY, ILLINOIS, PROVIDING FOR THE ISSUANCE OF GENERAL OBLIGATION LIBRARY BONDS, SERIES 2005B, OF THE CITY, AND PROVIDING FOR THE LEVY AND COLLECTION OF A DIRECT ANNUAL TAX FOR THE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON SAID BONDS. WHEREAS, the City Council (the "Council") of the United City of Yorkville, Kendall County, Illinois (the "City") did adopt an ordinance (the "Ordinance") authorizing the issuance of its $7,250,000 General Obligation Library Bonds, Series 2005B (the "Bonds"); and WHEREAS, said Ordinance was in full force and effect upon passage, approval and publication, and thereafter a certified copy thereof was duly filed in the Office of the County Clerk in Kendall County; and WHEREAS, said Ordinance did authorize the issuance of the Bonds, and did provide for the levy of a direct annual tax upon all taxable property within the City in and for the years 2013 through and including 2023, in an amount sufficient to pay the principal of and interest on the Bonds when due; and WHEREAS, the City has authorized the issuance of its General Obligation Library Refunding Bonds, Series 2013 (the "2013 Bonds") to refund the outstanding Bonds; and WHEREAS, the Council of the City hereby finds and determines that it is advisable and necessary to provide for abatement of the tax heretofore levied for the years 2013 through and including 2023 for the Bonds upon the delivery of and receipt of payment for the 2013 Bonds; NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE UNITED CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS, AS FOLLOWS: Section 1. Abatement. That it shall be and it is found and determined that the Council of the City has provided for the levy of a direct annual tax upon all taxable property within the City in and for the years 2013 through and including 2023, in an amount sufficient to provide the funds to pay when due the principal of and interest on the Bonds heretofore issued by the City. It is further found and determined that the Council deems it advisable and in the best interests of the City upon issuance of the 2013 Bonds and the defeasance of the Bonds to provide for abatement of the taxes heretofore levied for the levy years 2013 through and including 2023 pursuant to the Ordinance as follows: FOR THE YEAR TAX LEVY 2013 $684,125.00 2014 703,125.00 2015 710,725.00 2016 717,325.00 2017 752,925.00 2018 762,950.00 2019 766,356.26 2020 783,375.00 2021 793,312.50 2022 795,537.50 2023 796,100.00 Section 2. Filing. A copy of this ordinance, duly certified by the City Clerk, which certificate shall recite that this ordinance has been adopted by the Council of the City and is in full force and effect, shall be filed with the County Clerk of Kendall County, Illinois, after delivery by the City of the 2013 Bonds, and shall constitute authority for the County Clerk for levy years 2013 through and including 2023 to abate the levy in its entirety as discussed above in Section 1 associated with the Bonds. Section 3. Severability. If any section, paragraph or provision of this ordinance shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions of this ordinance. -2- Section 4. Publication. The Secretary is hereby authorized and directed to publish this ordinance and to file copies thereof for public inspection in his/her office. Section 5. Conflicting Ordinances. All ordinances, resolutions and parts of ordinances and resolutions, in conflict herewith are hereby repealed. Section 6. Headings. The headings or titles of the several sections shall be solely for convenience of reference and shall not affect the meaning, construction or effect of this ordinance. Section 7. Effective Date. This ordinance shall be in full force and effect from and after its adoption and publication, but the abatement of taxes for the Bonds shall not be effective until the delivery of 2013 Bonds and the defeasance of the Bonds. ADOPTED this 23rd day of April, 2013, pursuant to a roll call vote as follows: AYES: NAYS: APPROVED by me this 23rd day of April, 2013. UNITED CITY OF YORKVILLE KENDALL COUNTY,ILLINOIS Mayor ATTEST: City Clerk -3- Commissioner moved and Commissioner seconded the motion that said ordinance as presented by the Secretary be adopted. After a full discussion thereof, the President directed that the roll be called for a vote upon the motion to adopt said ordinance as read. Upon the roll being called, the following Commissioners voted AYE: and the following Commissioners voted NAY: Whereupon the President declared the motion carried and said ordinance adopted, approved and signed the same in open meeting and directed the Secretary to record the same in full in the records of the City Council of the United City of Yorkville, Kendall County, Illinois, which was done. Other business not pertinent to the adoption of said ordinance was duly transacted at said meeting. Upon motion duly made, seconded and carried, the meeting was adjourned. Secretary, United City of Yorkville -4- STATE OF ILLINOIS ) ) SS COUNTY OF KENDALL ) CERTIFICATION OF ORDINANCE AND MINUTES I, the undersigned, do hereby certify that I am the duly qualified and acting Secretary of the United City of Yorkville, Kendall County, Illinois (the "City"), and as such official am the keeper of the records and files of the City Council and of the City. I further certify that the foregoing is a full, true and complete transcript of that portion of the minutes of the meeting of the City Council held on the 23rd day of April, 2013, insofar as the same relates to the adoption of Ordinance No. entitled: AN ORDINANCE ABATING TAXES LEVIED BY AN ORDINANCE ADOPTED BY THE CITY COUNCIL OF THE UNITED CITY OF YORKVILLE,KENDALL COUNTY, ILLINOIS, PROVIDING FOR THE ISSUANCE OF GENERAL OBLIGATION LIBRARY BONDS, SERIES 2005B, OF THE CITY, AND PROVIDING FOR THE LEVY AND COLLECTION OF A DIRECT ANNUAL TAX FOR THE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON SAID BONDS. a true, correct and complete copy of which said ordinance as adopted at said meeting appears in the foregoing transcript of the minutes of said special meeting. I do further certify that the deliberations of the City Council on the adoption of said ordinance were conducted openly, that the vote on the adoption of said ordinance was taken openly, that said meeting was held at a specified time and place convenient to the public, that notice of said meeting was duly given to all of the news media requesting such notice, that said meeting was called and held in strict compliance with the provisions of the Open Meetings Act of the State of Illinois, as amended, and that the City has complied with all of the provisions of said Act and with all of the procedural rules of the City Council. IN WITNESS WHEREOF, I hereunto affix my official signature and seal of said City, this_day of , 2013. Secretary, United City of Yorkville Kendall County, Illinois (SEAL) STATE OF ILLINOIS ) SS COUNTY OF KENDALL ) FILING CERTIFICATE I, the undersigned, do hereby certify that I am the duly qualified and acting County Clerk of Kendall County, Illinois, and as such official I do further certify that on the day of 2013, there was filed in my office a duly certified copy of Ordinance No. entitled: AN ORDINANCE ABATING TAXES LEVIED BY AN ORDINANCE ADOPTED BY THE CITY COUNCIL OF THE UNITED CITY OF YORKVILLE,KENDALL COUNTY, ILLINOIS, PROVIDING FOR THE ISSUANCE OF GENERAL OBLIGATION LIBRARY BONDS, SERIES 2005B, OF THE CITY, AND PROVIDING FOR THE LEVY AND COLLECTION OF A DIRECT ANNUAL TAX FOR THE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON SAID BONDS. duly adopted by the City Council of the United City of Yorkville, Kendall County, Illinois, on the 23rd day of April, 2013, and that the same has been deposited in the official files and records of my office. IN WITNESS WHEREOF, I hereunto affix my official signature and the seal of said County, this day of 92013. County Clerk of Kendall County, Illinois (SEAL) 0 CIP Reviewed By: Agenda Item Number J� $ ae► Legal : Mayor#6 Finance ESL -� 1836 Engineer ❑ -_� City Administrator ■ Tracking Number .4 City y Human Resources El Gwn sw �© Community Development ❑ CC 2013-28 � Police ❑ Public Works ❑ Parks and Recreation ❑ Agenda Item Summary Memo Title: Raintree Village Unit I SSA Refinancing Meeting and Date: City Council—April 23, 2013 Synopsis: Council Action Previously Taken: Date of Action: Action Taken: Item Number: Type of Vote Required: Council Action Requested: Submitted by: Rob Fredrickson Finance Name Department Agenda Item Notes: LAW OFFICE KATHLEEN FIELD ORR&ASSOCIATES 180 NORTH MICHIGAN AVENUE SUITE 1040 CHICAGO,ILLINOIS 60601 (312)382-2113 (312)382-2127 facsimile KATHLEEN FIELD ORR JAMES W.BINNINGER kfokkfoassoc.com jwbPkfoassoc.com MEMORANDUM To: Mayor and City Council of the United City of Yorkville From: Kathleen Field Orr, Village Attorney Date: April 17, 2013 Subject: An Ordinance Providing for Issuance of United City of Yorkville, Kendall County, Illinois, Special Service Area Number 2003-100 Special Tax Refunding Bonds, Series 2013 (Raintree Village Project) The referenced Ordinance authorizes the refunding of the 2003 Raintree Special Service Area Bonds. Unlike the Ordinance authorizing the Library Refunding Bonds, this Ordinance is what is commonly called a "parameter ordinance". This format authorizes the issuance of bonds "in an amount not to exceed" $7,300,000 bearing interest in an amount not to exceed six percent (6%). If this Ordinance is passed by the City Council, the marketing of the bonds shall commence. At the next City Council meeting the actual dollar amount of bonds issued, the maturity dates and the interest rates will be publicly announced. This is the procedure generally utilized when the bonds are not general obligation bonds of the municipality. The referenced Ordinance, in summary, undertakes the following: 1. Authorizes the issuance of refunding bonds in an amount not to exceed $7,300,000 bearing interest at a rate not to exceed six percent (6%); 2. Approves the Trust Indenture with The Bank of New York Mellon Trust Company; the Bond Purchase Agreement with William Blair & Company; the Preliminary Official Statement and an Agreement for Administrative Services with Taussig & Associates; 3. Authorizes the levy of "Special Taxes" on all properties within the Special Service Area in an amount sufficient to pay the 2013 refunding bonds; and, 4. Authorizes the escrowing of the bond proceeds from the 2013 bonds to pay the 2003 bonds pursuant to the Trust Indenture with The Bank of New York Mellon Trust. UNITED CITY OF YORKVILLE KENDALL COUNTY STATE OF ILLINOIS ORDINANCE NUMBER 2013-_ AN ORDINANCE PROVIDING FOR ISSUANCE OF UNITED CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS SPECIAL SERVICE AREA NUMBER 2003-100 SPECIAL TAX REFUNDING BONDS, SERIES 2013 (RAINTREE VILLAGE PROJECT) ADOPTED BY THE CITY COUNCIL OF THE UNITED CITY OF YORKVILLE KENDALL COUNTY STATE OF ILLINOIS The day of April, 2013 Published in pamphlet form by authority of the City Council of the United City of Yorkville, Kendall County, Illinois this day of April, 2013. 4842-4466-2803.6 ORDINANCE NO. 2013- AN ORDINANCE PROVIDING FOR ISSUANCE OF UNITED CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS SPECIAL SERVICE AREA NUMBER 2003-100 SPECIAL TAX REFUNDING BONDS, SERIES 2013 (RAINTREE VILLAGE PROJECT) BE IT ORDAINED BY THE CITY COUNCIL OF THE UNITED CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS,AS FOLLOWS: Section 1. Findings and Declarations. It is found and declared by the City Council of the United City of Yorkville, Kendall County, Illinois (the "City") as follows: a. The City has previously established Special Service Area Number 2003- 100 described more fully in Exhibit A to this Ordinance (the "Special Service Area") pursuant to Ordinance Number 2003-54 adopted on August 12, 2003 (the "Establishing Ordinance"), the provisions of the Special Service Area Tax Law, 35 ILCS 200/27-5 et seq., as amended (the "Special Service Area Act") and the provisions of Section 7 of Article VII of the 1970 Constitution of the State of Illinois, and has otherwise complied with all other conditions precedent required by the Special Service Area Act. b. It was deemed necessary and in the best interests of the City to provide special services benefiting the Special Service Area consisting of the acquisition, construction and installation of public improvements including, but not limited to, engineering, soil testing and appurtenant work, mass grading and demolition, storm water management facilities, storm drainage systems and storm sewers, site clearing and tree removal, public water facilities, sanitary sewer facilities, erosion control measures, roads, streets, curbs, gutters, street lighting, traffic controls, sidewalks, equestrian paths and related street improvements, and equipment and materials necessary for the maintenance thereof, landscaping, wetland mitigation and tree installation, costs for land and easement acquisitions relating to any of the foregoing improvements, required tap-on and related fees for water or sanitary sewer services and other eligible costs to serve the Special Service Area (the "Special Services"). Special Services did not include any annexation fees associated with the Special Service Area. C. The City has previously issued $7,150,000 in aggregate principle amount of its Special Service Area Number 2003-100, Special Tax Bonds, Series 2003 (Raintree Village Project) (the "Prior Bonds"), of which $6,278,000 in principal amount remains outstanding, to pay and provide funds for a portion of the costs of the Special Services. d. In order to achieve debt service savings, it is in the best interests of the City to refund the Prior Bonds. e. The City does not have sufficient funds on hand or available from other sources with which to pay the costs associated with the refunding of the Prior Bonds. 4842-4466-2803.6 f. It is in the best interests of the City to issue not to exceed $7,300,000 principal amount of its Special Service Area Number 2003-100 Special Tax Refunding Bonds, Series 2013 (Raintree Village Project) (the "Bonds") as provided in this Ordinance, to pay or provide funds to refund the Prior Bonds. g. The City expects that aggregate payments of principal of and interest on the Bonds will be less than aggregate payments of principal of and interest on the outstanding Prior Bonds. h. After due publication of notice as required by the Special Service Area Act, including without limitation, notice of the issuance of the Prior Bonds in an aggregate principal amount not to exceed $15,000,000, a public hearing to consider the establishment of the Special Service Area, the issuance of the Prior Bonds for the purpose of paying the costs of the Special Services and the manner in which the Bonds were proposed to be retired and the proposed tax levy, was held on July 8, 2003 at 7:00 p.m. No objection petition was filed with respect to the establishment of the Special Service Area or the issuance of the Prior Bonds within the period of time allowed pursuant to the Special Service Area Act. Section 2. Issuance of Bonds. The City shall borrow the sum of not to exceed $ by issuing the Bonds as provided in this Ordinance. The Bonds which shall be designated "United City of Yorkville, Kendall County, Illinois Special Service Area Number 2003-100 Special Tax Refunding Bonds, Series 2013 (Raintree Village Project)," and shall be issued for the purpose of refunding the Prior Bonds. The Bonds shall be issued pursuant to the powers of the City pursuant to Section 7 of Article VII of the 1970 Constitution of the State of Illinois; the Special Service Area Act; and the Local Government Debt Reform Act, 30 ILCS 350/1 et seq. (the "Debt Act"). Section 3. Approval of Documents. There have been submitted to the City Council forms of the following documents relating to the issuance of the Bonds: a. a form of Trust Indenture (the "Indenture") between the City and The Bank of New York Mellon Trust Company, N.A., as Trustee, to be dated as of 1, 2013, which form of Indenture is attached as Exhibit B to this Ordinance including the Continuing Disclosure Agreement to be dated the date of issuance of the Bonds in the form attached to the Indenture; b. a form of Bond Purchase Agreement (the "Bond Purchase Agreement") between the City and William Blair & Company, L.L.C., as Underwriter (the "Underwriter"), to be dated as of the date the offer of the Underwriter to purchase the Bonds is accepted by the City, which form of Bond Purchase Agreement is attached as Exhibit C to this Ordinance; C. a form of the Preliminary Limited Offering Memorandum (the "Preliminary Limited Offering Memorandum") to be used by the Underwriter in its initial offering of the Bonds, which form of Preliminary Limited Offering Memorandum is attached as Exhibit D to this Ordinance; 4842-4466-2803.6 2 d. a form of the Agreement for Administrative Services between David Taussig & Associates, Inc. ("Taussig") and the City which form of Agreement for Administration Services is attached as Exhibit E to this Ordinance. Such documents are approved as to form and substance and the Mayor and the City Clerk of the City are authorized and directed to execute and deliver and/or authorize the use of such documents on behalf of the City in the forms submitted with such additions, deletions and completions of the same (including the establishment of the terms of the Bonds within the parameters set forth in this Ordinance) as the Mayor and the City Clerk deem appropriate; and when each such document is executed, attested, sealed and delivered on behalf of the City, as provided herein, each such document will be binding on the City; from and after the execution and delivery of each such document, 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 additional documents as may be necessary to carry out, comply with and perform the provisions of each such document as executed; and each such document shall constitute, and hereby is made, a part of this Ordinance, and a copy of each such document shall be placed in the official records of the City, and shall be available for public inspection at the office of the City Clerk. Either the Mayor or City Clerk is authorized and directed, subject to the terms of the Bond Purchase Agreement as executed, to execute the final Limited Offering Memorandum in substantially the form of the Preliminary Limited Offering Memorandum presented hereto with such changes, additions or deletions as they deem appropriate to reflect the final terms of the Bonds, the Indenture and other matters. Section 4. Bond Terms. The Bonds shall be issued as provided in the Indenture and shall be issued in the principal amount of not to exceed $7,300,000, shall be dated, shall mature, shall bear interest at the rates (not to exceed in any year six percent(6%)per annum) and shall be subject to redemption at the times and prices as set forth in the Indenture, and shall be sold to the Underwriter at a purchase price of not less than 98% of the principal amount of the Bonds with an original issue discount or original issue premium of not to exceed 5% of the principal amount of the Bonds, all as set forth in the Bond Purchase Agreement. The execution and delivery of the Bond Purchase Agreement by the Mayor and the City Clerk shall evidence their approval of the terms of the Bonds set forth above. Section 5. Execution and Delivery of Bonds. The Mayor and the City Clerk are authorized and directed to execute and deliver the Bonds and, together with other Authorized Officers (as defined in the Indenture), to take all necessary action with respect to the issuance, sale and delivery of the Bonds, all in accordance with the terms and procedures specified in this Ordinance and the Indenture. The Bonds shall be delivered to the Trustee who is directed to authenticate the Bonds and deliver the Bonds to the Underwriter upon receipt of the purchase price for the Bonds. The Bonds shall be in substantially the form set forth in the Indenture. Each Bond shall be executed by the manual or facsimile signature of the Mayor and the manual or facsimile signature of the City Clerk and shall have the corporate seal of the City affixed to it (or a facsimile of that seal printed on it). The Mayor and the City Clerk (if they have not already done so) are authorized and directed to file with the Illinois Secretary of State their manual signatures certified by them pursuant to the Uniform Facsimile Signatures of Public Officials Act, as 4842-4466-2803.6 3 amended, which shall authorize the use of their facsimile signatures to execute the Bonds. Each Bond so executed shall be as effective as if manually executed. In case any officer of the City whose signature or a facsimile of whose signature shall appear on the Bonds shall cease to be such officer before authentication and delivery of any of the Bonds, that signature or facsimile signature shall nevertheless be valid and sufficient for all purposes, the same as if the officer had remained in office until delivery. No Bond shall be valid for any purpose unless and until a certificate of authentication on that Bond substantially in the form set forth in the bond form in the Indenture shall have been duly executed by the Trustee. Execution of that certificate upon any Bond shall be conclusive evidence that the Bond has been authenticated and delivered under this Ordinance. Section 6. Bonds are Limited Obligations; Levy of Special Tax; Pledgee. The Bonds shall constitute limited obligations of the City, payable from the Special Taxes (as defined below) to be levied on all taxable real property within the Special Service Area as provided below. The Bonds shall not constitute the general obligations of the City and neither the full faith and credit nor the unlimited taxing power of the City shall be pledged as security for payment of the Bonds. There are hereby levied Special Taxes upon all taxable real property within the Special Service Area in accordance with the Special Tax Roll and Report (as defined below) sufficient to pay and discharge the principal of and interest on the Bonds at maturity or mandatory sinking fund redemption dates and to pay interest on the Bonds for each year at the interest rates to be set forth in Section 2.4 of the Indenture and to pay for the Administrative Expenses (as defined in the Indenture) of the City and Kendall County, if any, for each year and to fund and replenish the Special Reserve Fund created and established pursuant to the Indenture to an amount equal to the Special Reserve Fund Requirement, and to fund and replenish the Reserve Fund created and established pursuant to the Indenture to an amount equal to the Reserve Requirement (as defined in the Indenture) including specifically the following amounts for the following years (the "Special Taxes"): An Amount Sufficient Year of Levy to Produce the Sum of- 2013 $591,955 2014 600,750 2015 609,730 2016 618,975 2017 628,220 2018 637,730 2019 647,240 2020 657,015 2021 666,790 2022 676,830 2023 687,055 2024 697,360 2025 707,850 4842-4466-2803.6 4 An Amount Sufficient Year of Levy to Produce the Sum o£ 2026 $718,420 2027 729,175 2028 740,195 2029 751,215 2030 762,500 2031 773,970 Pursuant to the Special Tax Roll established by the Special Tax Roll and Report prepared for the Special Service Area and established in the Establishing Ordinance (the "Special Tax Roll and Report"), the Special Taxes shall be computed, extended and collected in accordance with the Special Tax Roll and Report, and divided among the taxable real property within the Special Service Area in accordance with the terms of the Establishing Ordinance and the Special Tax Roll and Report. It shall be the duty of the City and the City hereby covenants, annually on or before the last Tuesday of December for each of the years 2013 through 2031 to calculate or cause the Consultant appointed pursuant to the Indenture to calculate the Special Tax Requirement (as defined in the Special Tax Roll and Report); to amend the Special Tax Roll pursuant to Section VIII of the Special Tax Roll and Report; to adopt an ordinance approving the amount of the current calendar year's Special Tax Requirement and to abate the Special Taxes levied pursuant to this Ordinance to the extent the taxes levied pursuant to this Ordinance exceed the Special Tax Requirement as calculated by the City pursuant to the Establishing Ordinance and the Special Tax Roll and Report; and provide the County tax collector of Kendall County the amended Special Tax Roll. On or before the last Tuesday of January for each of the years 2014 through 2032 the City shall notify the Trustee and the Notice Beneficial Owners (as defined in the Indenture) of the amount of the Special Tax Requirement and the amount of the Special Taxes to be abated. The City shall take all actions which shall be necessary to provide for the levy, extension, collection and application of the taxes levied by this Ordinance, including enforcement, of such taxes as provided by law but only as set forth in Section 7(a) below. The Special Taxes levied as provided above shall be deposited in the Bond and Interest Fund created pursuant to the Indenture and are appropriated to and are irrevocably pledged to and shall be used only for the purposes set forth in the Indenture. Section 7. Special Covenants. The City covenants with the holders of the Bonds from time to time outstanding that it (i) will take all actions which are necessary to be taken (and avoid any actions which it is necessary to avoid being taken) so that interest on the Bonds will not be or become included in gross income for federal income tax purposes under existing law, including without limitation the Internal Revenue Code of 1986, as amended (the "Code"); (ii) will take all actions reasonably within its power to take which are necessary to be taken (and avoid taking any actions which are reasonably within its power to avoid taking and which are necessary to avoid) so that the interest on the Bonds will not be or become included in gross income for federal income tax purposes under the federal income tax laws as in effect from time to time; and (iii) will take no action or permit any action in the investment of the proceeds of the Bonds, amounts held under the Indenture or any other funds of the City which would result in making interest on the Bonds or the Prior Bonds subject to federal income taxes by reason of 4842-4466-2803.6 5 causing the Bonds or the Prior Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code, or direct or permit any action inconsistent with the regulations under the Code as promulgated and as amended from time to time and as applicable to the Bonds. The Mayor, City Clerk, City Treasurer and other Authorized Officers of the City are authorized and directed to take all such actions as are necessary in order to carry out the issuance and delivery of the Bonds including, without limitation, to make any representations and certifications they deem proper pertaining to the use of the proceeds of the Bonds or the Prior Bonds and other moneys held under the Indenture in order to establish that the Bonds and the Prior Bonds shall not constitute arbitrage bonds as so defined. The City further covenants with the holders of the Bonds from time to time outstanding that: a. it will take all actions, if any, which shall be necessary in order further to provide for the levy, extension, collection and application of the Special Taxes imposed by or pursuant to this Ordinance or the Establishing Ordinance, including enforcement of the Special Taxes by providing the County of Kendall with such information as is deemed necessary to enable it to include the property subject to the delinquent tax in the County Collector's annual tax sale and in the event the tax lien is forfeited at such tax sale by instituting foreclosure proceedings all in the manner provided by law; provided, however, that the obligation to institute any foreclosure action shall only arise in the event the City makes the determination that the proceeds from each foreclosure action have a commercially reasonable expectation of exceeding the costs thereof, b. it will not take any action which would adversely affect the levy, extension, collection and application of the Special Taxes, except to abate the Special Taxes to the extent permitted by the Special Tax Roll and Report and as provided in this Ordinance; and C. it will comply with all present and future laws concerning the levy, extension and collection of the Special Taxes; in each case so that the City shall be able to pay the principal of and interest on the Bonds as they come due and replenish the Special Reserve fund to the Special Reserve Fund Requirement and the Reserve Fund to the Reserve Requirement and it will take all actions necessary to assure the timely collection of the Special Taxes, including without limitation, the enforcement of any delinquent Special Taxes as described in paragraph(a) above. Promptly following the date of issuance of the Bonds, the City shall file an abatement ordinance abating the Special Taxes levied pursuant to the bond ordinance for the Prior Bonds (the "Prior Bond Ordinance") for levy years 2013 through 2031. The City hereby agrees to deposit with the Trustee for the Bonds any amounts collected from the 2012 levy of Special Taxes pursuant to the Prior Bond Ordinance for deposit in the Bond and Interest Fund. Section 8. Additional Authority. The Mayor, the City Clerk and the other officers of the City are authorized to execute and deliver on behalf of the City such other documents, agreements and certificates and to do such other things consistent with the terms of this Ordinance as such officers and employees shall deem necessary or appropriate in order to 4842-4466-2803.6 6 effectuate the intent and purposes of this Ordinance, including without limitation to make any representations and certifications they deem proper pertaining to the use of the proceeds of the Bonds in order to establish that the Bonds and the Prior Bonds shall not constitute arbitrage bonds as defined in Section 7 above. Section 9. Transfer of Funds; Redemption of Prior Bonds. All amounts on deposit in the funds and accounts created for the Prior Bonds shall be transferred to the [Bond and Interest Fund] created under the Trust Indenture of the City pursuant to which the Prior Bonds were authorized (the "Prior Indenture") and applied to redeem the Prior Bonds or with respect to the Bond and Interest Fund or Reserve Fund, may be transferred to the Bond and Interest Fund or the Reserve Fund created for the Bonds to the extent not needed to fund the redemption price of the Prior Bonds. The Prior Bonds shall be called for redemption on the earliest practicable date on which notice of redemption may be provided in accordance with the Trust Indenture for the Prior Bonds (the "Prior Indenture") at a redemption price equal to 102% of the principal amount of the Prior Bonds to be redeemed, plus accrued interest to the redemption date. Such redemption shall be conducted in accordance with the provisions of the Prior Indenture. Section 10. Filing of Ordinance. The City Clerk is directed to file a certified copy of this Ordinance, and an accurate map of the Special Service Area, with the County Clerk of Kendall County. Section 11. Severability. If any section, paragraph, clause or provision of this Ordinance (including any section, paragraph, clause or provision of any exhibit to this Ordinance) shall be held invalid, the invalidity of such section, paragraph, clause or provision shall not affect any of the other sections, paragraphs, clauses or provisions of this Ordinance (or of any of the exhibits to this Ordinance). Section 12. Repealer; Effect of Ordinance. All ordinances, resolutions and orders or parts of ordinances, resolutions and orders in conflict with this Ordinance are repealed to the extent of such conflict. The City Clerk shall cause this Ordinance to be published in pamphlet form. This Ordinance shall be effective upon its passage and publication as provided by law. 4842-4466-2803.6 7 PASSED BY THE CITY COUNCIL OF THE UNITED CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS this day of April, 2013. VOTING AYE: VOTING NAY: ABSENT: ABSTAINED: NOT VOTING: APPROVED: Mayor ATTEST: City Clerk [Signature page to Bond Ordinance] Exhibit A SSA NORTH-THE HIGHLANDS PART OF THE SOUTHWEST QUARTER OF SECTION 3 AND PART OF THE SOUTH HALF OF SECTION 4 AND PART OF SECTION 9 AND PART OF THE NORTHWEST QUARTER OF SECTION 10,ALL IN TOWNSHIP 36 NORTH, RANGE 7 EAST OF THE THIRD PRINCIPAL MERIDIAN,DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE CENTERLINE OF ILLINOIS STATE ROUTE NO. 71 WITH THE EASTERLY.LINE OF THE ABANDONED RIGHT OF WAY OF THE FOX AND ILLINOIS UNION-E.AILWAY COMPANY; THENCE SOUTH 12'43' 53"EAST ALONG SAID EASTERLY LINE, 1102.34 FEET TO A POINT OF CURVATURE; THENCE SOUTHERLY ALONG SAID EASTERLY LINE BEING A CURVE CONCAVE WESTERLY HAVING A RADIUS OF 1644.91 FEET,AN ARC LENGTH OF 540.21 FEET,A CHORD BEARING OF SOUTH 03' 19' 23"EAST AND A CHORD DISTANCE OF 537.78 FEET;THENCE SOUTH 06' 05' 07"WEST ALONG SAID EASTERLY LINE,27.35 FEET TO A POINT OF CURVATURE;THENCE SOUTHERLY ALONG SAID EASTERLY LINE, BEING A CURVE CONCAVE EASTERLY HAVING A RADIUS OF 1607.46 FEET,AN ARC LENGTH OF 131.61 FEET, A CHORD BEARING OF SOUTH 03'44' 23"WEST AND A CHORD DISTANCE OF 131.57 FEET TO A SOUTHWESTERLY LINE OF"OAK HILL FARM"AS SHOWN ON A PLAT RECORDED IN PLAT BOOK 5 AT PAGE 16 AND NOW IN CABINET OF PLATS AT SLOT 303;THENCE SOUTH 76' 53' 04"EAST ALONG SAID SOUTHWESTERLY LINE, 599.82 FEET TO AN ANGLE POINT IN SAID SOUTHWESTERLY LINE;THENCE SOUTH 52' 55' 31"EAST ALONG A SOUTHWESTERLY LINE OF SAID "OAK HILL FARM", 947.27 FEET;THENCE NORTH 47' 04129"EAST,33.00 FEET; THENCE NORTH 42' 55' 31"WEST, 90.00 FEET TO A POINT OF CURVATURE; THENCE NORTHWESTERLY AND NORTHERLY ALONG A CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 370.00 FEET,AN ARC LENGTH OF 277.19 FEET, A CHORD BEARING OF NORTH 21' 27' 45" WEST,AND A CHORD DISTANCE OF 270.76 FEET;THENCE NORTH 00' 00' DO"WEST, 73.86 FEET;THENCE NORTH 90' 00' 00"EAST, 135.00 FEET;THENCE NORTH 50' 53' 55"EAST, 90.20 FEET;THENCE NORTH 90' 00' 00" EAST, 11.39 FEET TO A POINT OF CURVATURE;THENCE NORTHEASTERLY ALONG A CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF 67.00 FEET, AN ARC LENGTH OF 61.89 FEET,A CHORD BEARING OF NORTH 63' 32' 15"EAST,AND A CHORD DISTANCE OF 59.71 FEET;THENCE NORTH 37' 04' 29"EAST, 566.88 FEET TO A POINT OF CURVATURE;THENCE NORTHEASTERLY,EASTERLY AND SOUTHEASTERLY ALONG A CURVE CONCAVE SOUTHERLY HAVING A RADIUS OF 158.00 FEET,'AN ARC LENGTH OF 246.22 FEET,A CHORD BEARING OF NORTH 81' 43' 09"EAST AND A CHORD DISTANCE OF 222.05 FEET;THENCE NORTH 36' 21' 48"EAST, 125.19 FEET;THENCE NORTH 89' 45' 42"EAST, 284.11 FEET;THENCE NORTH 00' 14' 18"WEST, 80.00 FEET;THENCE SOUTH 89' 45' 42"WEST, 135.00 FEET;THENCE NORTH 00' 14' 18"WEST, 106.00 FEET; THENCE NORTH 89' 45' 42"EAST,201.00 FEET;THENCE NORTH 00' 14' 18"WEST,58.58 FEET TO A POINT OF CURVATURE;THENCE 2 NORTHERLY ALONG A CURVE CONCAVE WESTERLY HAVING A RADIUS OF 333.00 FEET, AN ARC LENGTH OF 100.21 FEET,A CHORD BEARING OF NORTH 08' 5 P 33"WEST, AND A CHORD DISTANCE OF 99.83 FEET;THENCE NORTH 17' 28' 47"WEST, 22.02 FEET TO A POINT ON A CURVE THROUGH WHICH A RADIAL LINE BEARS NORTH 15' 26' 27"WEST;THENCE EASTERLY ALONG A CURVE CONCAVE SOUTHERLY HAVING A RADIUS OF 1272.00 FEET, AN ARC LENGTH OF 317.92 FEET,A CHORD BEARING OF NORTH 81' 43' 10"EAST AND A CHORD DISTANCE OF 317.09 FEET; THENCE NORTH 88' 52' 46"EAST, 313.55 FEET;THENCE SOUTH 00' 14' 18"EAST,324.16 FEET; THENCE SOUTH 89' 45' 42"WEST, 270.00 FEET; THENCE SOUTH 71' 50' 06"WEST, 69.37 FEET; THENCE SOUTH 89' 45' 42"WEST, 270.00 FEET;THENCE SOUTH 00' 14' 18" EAST, 80.00 FEET; THENCE NORTH 89'45' 42"EAST,270.00 FEET;THENCE NORTH 71' 50' 06"EAST, 69.37 FEET; THENCE NORTH 89'45' 42" EAST, 336.00 FEET;THENCE NORTH 00' 14' 18"WEST, 57.13 FEET;THENCE NORTH 88' 52' 46"EAST,510.04 FEET;THENCE SOUTH 01' 07' 14"EAST,626.99 FEET; THENCE NORTH 88' 52' 46"EAST, 508.12 FEET; THENCE NORTH 0V 07' 14" WEST, 626.99 FEET;THENCE NORTH 88' 52' 46"EAST,399.03 FEET TO A POINT OF CURVATURE;THENCE EASTERLY AND NORTHEASTERLY ALONG A CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF 390.00 FEET, AN ARC LENGTH OF 341.45 FEET,A CHORD BEARING OF NORTH 63' 47' 52" EAST,AND A CHORD DISTANCE OF 330.65 FEET;THENCE NORTH 38' 42' 59" EAST, 1716.64 FEET TO A POINT ON THE CENTERLINE OF ILLINOIS ROUTE 126 THROUGH WHICH A RADIAL LINE BEARS NORTH 39' 23' 36"EAST; 3 THENCE NORTHWESTERLY ALONG SAID CENTERLINE, BEING A CURVE CONCAVE SOUTHWESTERLY HAVING A RADIUS OF 6875.55 FEET, AN ARC LENGTH OF 134.09 FEET,A CHORD BEARING OF NORTH 51' 09' 55" WEST AND A CHORD DISTANCE OF 134.09 FEET;THENCE NORTH 51' 47' 55"WEST ALONG SAID CENTERLINE, 345.70 FEET TO A POINT OF CURVATURE THROUGH WHICH A RADIAL LINE BEARS NORTH 38' 01' 36"EAST;THENCE NORTHWESTERLY ALONG SAID CENTERLINE,BEING A CURVE CONCAVE SOUTHWESTERLY HAVING A RADIUS OF 2292.35 FEET,AN ARC LENGTH OF 338.16 FEET,A CHORD BEARING OF NORTH 56' 11, 58"WEST,AND A CHORD DISTANCE OF 337.86 FEET;THENCE SOUTH 33' 30' 34"WEST, 542.27 FEET; THENCE SOUTH 62' 39' 08" WEST,853.57 FEET;THENCE SOUTH 59' 51' 04" WEST, 355.65 FEET; THENCE NORTH 59' 30' 15"WEST,256.51 FEET;THENCE NORTH 0.1' 47' 11" EAST,402.10 FEET TO AN OLD CLAIM LINE; THENCE SOUTH 57' 54' 44"WEST ALONG SAID OLD CLAIM LINF,299.00 FEET TO THE WEST LINE OF THE SOUTHWEST QUARTER OF SAID SECTION 3,ALSO BEING A POINT ON THE SOUTHEASTERLY LINE OF COUNTRY HILLS SUBDIVISION" PHASE ONE TO THE CITY OF YORKVILLE, ILLINOIS; THENCE SOUTH 55' 21' 32"WEST,ALONG SAID SOUTHEASTERLY LINE AND ITS WESTERLY EXTENSION, 1408.23 FEET TO THE SOUTH LINE OF THE SOUTHEAST. QUARTER OF SAID SECTION 4;THENCE SOUTH 55' 44' 12"WEST,911.49 FEET;THENCE NORTH 23' 49' 34" WEST,ALONG THE EXTENSION OF AND THE SOUTHWESTERLY LINE OF SAID COUNTRY HILLS SUBDMSION, 1785.26 FEET TO THE CENTERLINE OF ILLINOIS STATE ROUTE NO. 71; 4 THENCE SOUTH 72' 02' 59" WEST ALONG SAID CENTERLINE,428.59 FEET TO THE NORTHEASTERLY CORNER OF THE GREENAWALT TRACT DESCRIBED IN A QUIT CLAIM DEED RECORDED AS DOCUMENT NO. 9507730 ON SEPTEMBER 25, 1995;THENCE SOUTH 23' 55' 01"EAST ALONG THE EASTERLY LINE OF SAID GREENAWALT TRACT. 440.80 FEET;THENCE SOUTH 72' 02' 59"WEST ALONG THE SOUTHERLY LINE OF SAID GREENAWALT TRACT,644.00 FEET;THENCE NORTH 23' 55' 01" WEST ALONG THE WESTERLY LINE OF SAID GREENAWALT TRACT,440.80 FEET TO SAID CENTERLINE OF ILLINOIS STATE ROUTE NO.71; THENCE SOUTH 72' 02' 59"WEST ALONG SAID CENTERLINE,46.36 FEET TO THE POINT OF BEGINNING,IN KENDALL TOWNSHIP,KENDALL COUNTY, ILLINOIS (CONTAINING 162.625 ACRES) 5 TRUST INDENTURE Between UNITED CITY OF YORKVILLE, ILLINOIS and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee Dated as of May 1, 2013 UNITED CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS SPECIAL SERVICE AREA NUMBER 2003-100 SPECIAL TAX REFUNDING BONDS, SERIES 2013 (RAINTREE VILLAGE PROJECT) 4812-8086-2739.6 Table of Contents Page ARTICLE I STATUTORY AUTHORITY AND DEFINITIONS................................................. 3 Section 1.1 Authority for this Indenture. ....................................................................... 3 Section 1.2 Agreement for Benefit of Owners of Bonds............................................... 3 Section1.3 Definitions................................................................................................... 3 ARTICLE II BOND DETAILS.................................................................................................... 11 Section 2.1 Purpose of Issuance; Amount of Bonds.................................................... 11 Section 2.2 Form; Denominations; Numbers............................................................... 11 Section 2.3 Date of Bonds; CUSIP Identification Numbers........................................ 11 Section 2.4 Maturities; Interest Rates.......................................................................... 11 Section2.5 Interest....................................................................................................... 11 Section 2.6 Form of Bonds; Execution; Authentication.............................................. 12 Section 2.7 Payment of Bonds..................................................................................... 12 Section 2.8 Appointment of Trustee............................................................................ 12 Section 2.9 Registration of Bonds; Persons Treated as Owners.................................. 12 Section 2.10 Global Form; Securities Depository. ........................................................ 13 Section 2.11 Mutilated, Lost, Stolen or Destroyed Bonds............................................. 14 Section 2.12 Cancellation of Bonds............................................................................... 15 ARTICLE III NO ADDITIONAL BONDS ................................................................................. 15 ARTICLE IV REDEMPTION OF BONDS................................................................................. 15 Section 4.1 Mandatory Sinking Fund Redemption...................................................... 15 Section 4.2 Optional Redemption................................................................................ 16 Section 4.3 Mandatory Redemption Upon Condemnation; Amounts Transferred from the Special Reserve Fund. ........................................................ 16 Section 4.4 Special Mandatory Redemption from Optional Prepayment of SpecialTaxes. ....................................................................................................... 17 Section 4.5 Redemption Provisions;Notice of Redemption. ...................................... 17 Section 4.6 Purchase in Lieu of Redemption............................................................... 18 ARTICLE V APPLICATION OF PROCEEDS........................................................................... 18 Section 5.1 Application of Proceeds............................................................................ 18 ARTICLE VI SECURITY FOR THE BONDS............................................................................ 19 Section 6.1 Limited Obligations. ................................................................................. 19 Section 6.2 Levy of Special Taxes............................................................................... 19 ARTICLE VII FUNDS AND ACCOUNTS................................................................................. 20 Section 7.1 Bond and Interest Fund............................................................................. 20 Section7.2 Reserve Fund. ........................................................................................... 22 Section 7.3 Special Reserve Fund and Cost of Issuance Fund. ................................... 22 i 4812-8086-2739.6 Section 7.4 Administrative Expense Fund................................................................... 23 Section7.5 Rebate Fund. ............................................................................................. 23 Section 7.6 Investment of Funds.................................................................................. 24 ARTICLE VIII COVENANTS AND AGREEMENTS OF THE CITY...................................... 24 Section 8.1 Tax Covenants. ......................................................................................... 24 Section 8.2 Levy and Collection of Taxes................................................................... 26 Section 8.3 Proper Books and Records........................................................................ 26 Section 8.4 Against Encumbrances.............................................................................. 26 Section 8.5 Continuing Disclosure Agreement............................................................ 27 ARTICLE IX DEFAULTS AND REMEDIES ............................................................................ 27 Section 9.1 Events of Default. ..................................................................................... 27 Section9.2 Remedies................................................................................................... 28 Section 9.3 Notice of Default....................................................................................... 28 Section 9.4 Termination of Proceedings by Trustee.................................................... 28 Section 9.5 Right of Bondholders to Control Proceedings.......................................... 29 Section 9.6 Right of Bondholders to Institute Suit. ..................................................... 29 Section 9.7 Suits by Trustee......................................................................................... 29 Section 9.8 Remedies Cumulative............................................................................... 29 Section 9.9 Waiver of Default. .................................................................................... 30 Section 9.10 Application of Moneys After Default....................................................... 30 ARTICLE X TRUSTEE............................................................................................................... 31 Section 10.1 Appointment of the Trustee. ..................................................................... 31 Section 10.2 Performance of Duties. ............................................................................. 31 Section 10.3 Instruments Upon Which Trustee May Rely. ........................................... 33 Section 10.4 Trustee not Responsible for Recitals and Other Matters. ......................... 34 Section 10.5 Trustee May Acquire Bonds..................................................................... 34 Section 10.6 Qualification of Trustee. ........................................................................... 34 Section 10.7 Resignation or Removal of Trustee and Appointment of Successor. ....... 35 Section 10.8 Concerning the Successor Trustee............................................................ 36 Section 10.9 Monthly Statements. ................................................................................. 36 ARTICLE XI SUPPLEMENTAL INDENTURES ...................................................................... 37 Section 11.1 Supplemental Indentures Not Requiring Consent of Bondholders........... 37 Section 11.2 Supplemental Indentures Requiring Consent of Bondholders.................. 38 Section 11.3 Supplemental Indenture to Modify this Indenture.................................... 39 Section 11.4 Trustee May Rely Upon Opinion of Counsel Re: Supplemental Indenture. 39 Section11.5 Notation..................................................................................................... 39 Section 11.6 Opinion of Bond Counsel. ........................................................................ 39 ARTICLE XII DEFEASANCE.................................................................................................... 39 Section12.1 Defeasance. ............................................................................................... 39 ii 4812-8086-2739.6 ARTICLE XIII MISCELLANEOUS ...........................................................................................41 Section 13.1 Severability. ..............................................................................................41 Section13.2 Notices. .....................................................................................................41 Section13.3 Holidays....................................................................................................42 Section 13.4 Execution of Counterparts. .......................................................................42 Section13.5 Applicable Law.........................................................................................42 Section 13.6 Immunity of Officers, Employees, Elected Officials of the City. ............42 EXHIBITS Exhibit A Legal Description of Special Service Area Exhibit B Form of Bond Exhibit C Form of Satisfaction of Tax Lien Exhibit D Form of Disbursement Request Exhibit E Form of Continuing Disclosure Agreement 4812-8086-2739.6 TRUST INDENTURE THIS TRUST INDENTURE (the "Indenture") is made and entered into as of May 1, 2013, by and between the United City of Yorkville, Illinois, a municipal corporation organized and existing under and by virtue of the Constitution and laws of the State of Illinois (the "City"), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as Trustee (the "Trustee"). WITNESSETH: WHEREAS, by Ordinance No. 2003-54 adopted on August 12, 2003 (the "Establishing Ordinance") the City has established the "United City of Yorkville Special Service Area Number 2003-100" as further described in Exhibit A to this Indenture (the "Special Service Area"); and WHEREAS, pursuant to Ordinance No. 2003-55 adopted on August 12, 2003 (the "Prior Bond Ordinance") and pursuant to the Special Service Area Tax Law, 35 ILCS 200/27-5 et seq. (the "Special Service Area Act") the City determined it to be in the best interests of the City to issue and the City subsequently did issue, $7,150,000 aggregate principal amount of the United City of Yorkville Special Service Area Number 2003-100 Special Tax Bonds, Series 2003 (Raintree Village Project) (the "Prior Bonds") for the purpose of providing a portion of the funds needed for costs of the Special Services (defined below); and WHEREAS, it was determined to be in the best interests of the City to refund the Prior Bonds; and WHEREAS, pursuant to Ordinance No. 2003- adopted on April _, 2013 (the "Bond Ordinance") and pursuant to the Special Service Area Act, it was determined in the best interests of the City to issue a principal amount not to exceed $7,300,000 of the United City of Yorkville Service Area Number 2003-100 Special Tax Refunding Bonds, Series 2013 (Raintree Village Project) (the "Bonds") for the purpose of providing the funds needed for refunding the Prior Bonds, to fund certain reserves and to pay costs of issuance of the Series 2013 Bonds and the refunding of the Prior Bonds; and WHEREAS, the Bond Ordinance authorized the Mayor and City Clerk to establish certain specific terms of the Bonds by executing and delivering a Bond Purchase Agreement with the Purchaser(defined below); and WHEREAS, pursuant to the terms so established the City will issue $ principal amount of Bonds upon the terms specified in this Indenture; and WHEREAS, it is in the public interest and for the benefit of the City, the Special Service Area and the owners of the Bonds that the City enter into this Indenture to provide for the issuance of the Bonds, the disbursement of proceeds of the Bonds, the deposit of the special taxes levied pursuant to the Bond Ordinance securing the Bonds, and the administration and payment of the Bonds; and 4812-8086-2739.6 WHEREAS, all things necessary to cause the Bonds, when executed by the City and issued as provided in the Special Service Area Act, the Local Government Debt Reform Act (as defined below), the Bond Ordinance and this Indenture, to be legal, valid and binding and special obligations of the City in accordance with their terms, and all things necessary to cause the creation, authorization, execution and delivery of this Indenture and the creation, authorization, execution and issuance of the Bonds, subject to the terms of this Indenture, have in all respects been duly authorized; NOW, THEREFORE, THIS TRUST INDENTURE WITNESSETH: GRANTING CLAUSES That the City in consideration of the premises, the acceptance by the Trustee of the trusts created hereby and the purchase and acceptance of the Bonds by the owners thereof, and of the sum of one dollar, lawful money of the United States of America, to it duly paid by the Trustee at or before the execution and delivery of these presents, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, in order to secure the payment of the principal of, premium, if any, and interest on the Bonds according to their tenor and effect, and to secure the performance and observance by the City of all the covenants expressed or implied herein and in the Bonds, does hereby pledge and assign, and grant a security interest in, the following (the "Trust Estate") to The Bank of New York Mellon Trust Company,N.A., as Trustee, and its successors in trust and assigns forever, for the securing of the performance of the obligations of the City hereinafter set forth; GRANTING CLAUSE FIRST All right, title and interest of the City in and to the Special Taxes and any monies held under this Indenture by the Trustee, including the proceeds of the Bonds and the interest, profits and other income derived from the investment thereof other than amounts held by the Trustee in the Administrative Expense Fund, the Special Reserve Fund and the Rebate Fund; GRANTING CLAUSE SECOND All funds, monies, property and security and any and all other rights and interests in property whether tangible or intangible from time to time hereafter by delivery or by writing of any kind, conveyed, mortgaged, pledged, assigned or transferred as and for additional security hereunder for the Bonds by the City or by anyone on its behalf or with its written consent to the Trustee, which is hereby authorized to receive any and all such property at any and all times and to hold and apply the same subject to the terms hereof, TO HAVE AND TO HOLD, all and singular the Trust Estate, whether now owned or hereafter acquired, unto the Trustee and its respective successors in said trust and assigns forever; IN TRUST NEVERTHELESS, upon the terms and trust herein set forth for the equal and proportionate benefit, security and protection of all present and future owners of the Bonds from time to time issued under and secured by this Indenture without privilege, priority or distinction 2 4812-8086-2739.6 as to the lien or otherwise of any of the Bonds over any of the other Bonds (except as otherwise provided herein); PROVIDED, HOWEVER, that if the City, its successors or assigns, shall pay, or cause to be paid, the principal of, premium, if any, and interest on the Bonds due or to become due thereon, at the times and in the manner mentioned in the Bonds according to the true intent and meaning thereof, and shall cause the payments to be made on the Bonds as required under this Indenture, or shall provide, as permitted hereby, for the payment thereof by depositing with the Trustee the entire amount due or to become due thereon and shall cause to be kept, performed and observed all of its covenants and conditions pursuant to the terms of this Indenture, and shall pay or cause to be paid all sums of money due or to become due in accordance with the terms and provisions hereof, then upon the final payment thereof, this Indenture and the rights hereby granted shall cease, determine and be void; otherwise this Indenture is to be and remain in full force and effect. THIS INDENTURE OF TRUST FURTHER WITNESSETH, and it is expressly declared, that all Bonds issued and secured hereunder are to be issued, authenticated and delivered and all said property, rights and interests, and amounts hereby assigned and pledged are to be dealt with and disposed of under,upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as herein expressed, and the City has agreed and covenanted, and does hereby agree and covenant with the Trustee and with the respective owners of the Bonds as follows: ARTICLE I STATUTORY AUTHORITY AND DEFINITIONS Section 1.1 Authority for this Indenture. This Indenture is entered into pursuant to the powers of the City pursuant to Part 6 of Section 7 of Article VII of the 1970 Constitution of the State of Illinois and pursuant to the respective provisions of the Special Service Area Act, the Local Government Debt Reform Act and the Bond Ordinance. Section 1.2 Agreement for Benefit of Owners of Bonds. The provisions, covenants and agreements to be performed by or on behalf of the City under this Indenture shall be for the equal benefit, protection and security of the Bondholders except as otherwise expressly provided herein. All of the Bonds, without regard to the time or times of their issuance or maturity, shall be of equal rank without preference, priority or distinction of any of the Bonds over any other of the Bonds, except as expressly provided in or permitted by this Indenture. The Trustee may become the owner of any of the Bonds in its own or any other capacity with the same rights it would have if it were not the Trustee. Section 1.3 Definitions. Unless the context otherwise requires, the terms defined in this Section 1.3 shall, for all purposes of the Indenture, of any Supplemental Indenture, and of any certificate, opinion or other document mentioned in this Indenture, have the meanings specified below. All references in this Indenture to "Articles," "Sections" and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Indenture, and the words 3 4812-8086-2739.6 "herein," "hereof," "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or subdivision of this Indenture. "Administrative Expenses" means the following actual or reasonably estimated costs permitted in accordance with the Special Service Area Act and related to the administration of the Special Service Area and the Bonds as determined by the City or the Consultant on its behalf: the costs of computing the Special Taxes and of preparing the annual Special Taxes collection schedules; the costs of collecting the Special Taxes (whether by the City, the County or otherwise), the costs of remitting the Special Taxes to the Trustee; the costs of the Trustee and any fiscal agent (including its legal counsel) in the discharge of the duties required of it under this Indenture or any trustee or fiscal agent agreement; the costs of the Rebate Consultant; the costs of the City or its designee in complying with disclosure requirements of applicable federal and state securities laws and of the Special Service Area Act, including, but not limited to, public inquiries regarding the Special Taxes; the costs associated with the release of funds from any escrow account; the costs of obtaining ratings of the Bonds; and amounts advanced by the City for any other administrative purposes of the Special Service Area, including the costs of prepayment of Special Taxes, recordings related to the prepayment, discharge or satisfaction of Special Taxes; the costs of commencing foreclosure and pursuing collection of delinquent Special Taxes and the reasonable fees of legal counsel of the City incurred in connection with any of the foregoing. "Administrative Expense Fund" means the fund by that name established pursuant to Section 7.4 of this Indenture. "Administrative Services Agreement" means the Agreement For Administration Services dated , 2013 between the City and the Consultant. "Authorized Denomination" means denominations of$100,000 and integral multiples of $1,000 in excess thereof. "Authorized Officer" means the Mayor, the City Administrator, the City Treasurer, the Finance Director or any other officer designated as such pursuant to a certificate of the Mayor delivered to the Trustee. "Authorized Newspaper" means a financial newspaper of general circulation as selected by the Trustee and the City. "Beneficial Owner" means, when the Bonds are in a book-entry system, any person who acquires a beneficial ownership interest in a Bond held by DTC. "Bond and Interest Fund" means the fund by that name established pursuant to Section 7.1 of this Indenture. "Bond Registrar" means The Bank of New York Mellon Trust Company, N.A., and its successors or assigns. "Bondholder" means the person in whose name such Bond is registered in the bond register maintained by the Bond Registrar. 4 4812-8086-2739.6 "Bonds" means the City's Special Service Area Number 2003-100 Special Tax Refunding Bonds, Series 2013 (Raintree Village Project) in the aggregate principal amount of "Business Day" means a day on which banks in Chicago, Illinois, and New York, New York are open to transact business. "City" means the United City of Yorkville, Kendall County, Illinois. "Closing Date"means , 2013, the date of issuance and delivery of the Bonds. "Code"means the Internal Revenue Code of 1986, as amended. "Consultant" means David Taussig & Associates, Inc. and its successors and assigns or any other firm selected by the City to assist it in administering the Special Service Area and the extension and collection of Special Taxes pursuant to the Special Tax Roll and Report. "Continuing Disclosure Agreement" means the Continuing Disclosure Agreement between the Village and the Dissemination Agent named therein as set forth in Exhibit D. "Corporate Authorities" means the City Council of the City. "Costs of Issuance Fund" means the fund by that name established pursuant to Section 7.3 of this Indenture. "County"means Kendall County, Illinois. "Defeasance Securities" means any bond or other obligations which, as to both principal and interest, constitute direct obligations of, or the timely payment of which are unconditionally guaranteed by, the United States of America, and any certificates or any other evidences of an ownership interest in obligations or in specified portions thereof(which may consist of specified portions of the interest thereon) of the character described in this definition. "Depository Participant" shall have the meaning given that term in Section 2.10 of this Indenture. "Designated Corporate Trust Office" means, when used with respect to the Trustee, the office specified in Section 13.2, or any successor corporate trust office which has been designated by the Trustee in a written notice delivered to the City, the Consultant and the registered owners of the Bonds. "DTC"means The Depository Trust Company,New York,New York. "Establishing Ordinance" means Ordinance Number 2003-54 adopted on August 12, 2003 by the Corporate Authorities. "Event of Default" shall have the meaning given that term in Section 9.1 of this Indenture. 5 4812-8086-2739.6 "Foreclosure Proceeds" means the proceeds of any redemption or sale of property in the Special Service Area sold as the result of a foreclosure action of the lien of the Special Taxes. "Government Securities" means bonds, notes, certificates of indebtedness, treasury bills or other securities constituting direct obligations of the United States of America and all securities and obligations, the prompt payment of principal of and interest on which is guaranteed by a pledge of the full faith and credit of the United States of America. "Indenture"means this Trust Indenture dated as of May 1, 2013 between the City and the Trustee, as amended and supplemented from time to time. "Indirect Participant" shall have the meaning given that term in Section 2.10 of this Indenture. "Interest Payment Date" means, with respect to the Bonds, March 1 and September 1 of each year, commencing on September 1, 2013. "Letter of Representations" means the Blanket Issuer Letter of Representations dated August 29, 2002 from the City to DTC, as amended from time to time. "Local Government Debt Reform Act" means the Local Government Debt Reform Act, 30 ILCS §350/1 et seq., as amended. "Maximum Parcel Special Tax" shall have the meaning given that term in the Special Tax Roll and Report. "Mood" means Moody's Investors Service, Inc., a corporation organized and existing under the laws of the State of Delaware, its successors and assigns, and if such corporation shall be dissolved or consolidated or shall no longer perform the functions of a securities rating agency "Moody's" shall refer to such other nationally recognized securities rating agency designated by the City to the Trustee. "Parcel" shall have the meaning given that term in the Special Tax Roll and Report. "Penalty" shall have the meaning given that term in Section 8.1(c) of this Indenture. "Principal Prepayment Amount" means an amount equal to the "Special Tax Bond Prepayment" as defined in the Special Tax Roll and Report. "Prior Bond Ordinance"has the meaning set forth in the recitals. "Prior Bonds"has the meaning set forth in the Recitals. "Prior Indenture" means the Trust Indenture dated as of August 1, 2003 between the City and The Bank of New York Mellon Trust Company, N.A. (as successor to BNY Midwest Trust Company), as trustee, relating to the Prior Bonds. 6 4812-8086-2739.6 "Purchase Contract" means the Bond Purchase Agreement dated 2013 between the Purchaser and the City. "Purchaser"means William Blair& Company, L.L.C. "Qualified Investments" means, to the extent permitted by then applicable Illinois law, the following: (a) bonds, notes, certificates of indebtedness, treasury bills or other securities which are guaranteed by the full faith and credit of the United States of America as to principal and interest; (b) bonds, notes, debentures, or other similar obligations of the United States of America or its agencies, including (i) federal land banks, federal intermediate credit banks, banks for cooperative, federal farm credit banks, or any other entity authorized to issue debt obligations under the Farm Credit Act of 1971 (12 U.S.C. 2001 et seq.); (ii) the federal home loan banks and the federal home loan mortgage corporation; and (iii) any other agency created by Act of Congress; (c) interest bearing obligations of any county, township, city, village, incorporated town, municipal corporation or school district, which obligations are registered in the name of the City or held under a custodial agreement at a bank, if such obligations at the time of purchase are in one of the two highest general classifications established by a rating service of nationally recognized expertise in rating bonds of states and their political subdivisions; (d) interest bearing certificates of deposit, interest bearing savings accounts, interest bearing time deposits, or other investments constituting direct obligations of any bank as defined by the Illinois Banking Act which are insured by the Federal Deposit Insurance Corporation; (e) repurchase agreements of government securities which are subject to the Government Securities Act of 1986. The government securities, unless registered or inscribed in the name of the City, shall be purchased through banks or trust companies authorized to do business in the State of Illinois; (f) repurchase agreements (other than those described in clause (e) of the definition of"Qualified Investments")meeting the following requirements: (i) the securities, unless registered or inscribed in the name of the City, are purchased through banks or trust companies authorized to do business in the State of Illinois; (ii) an Authorized Officer after ascertaining which firm will give the most favorable rate of interest, directs the custodial bank to "purchase"' specified securities from a designated institution. The "custodial bank" is the bank or trust company, or agency of government, which acts for the City in connection with repurchase agreements involving the investment of funds by the City. The State Treasurer may act as custodial bank for the City; 7 4812-8086-2739.6 (iii) a custodial bank must be a member bank of the Federal Reserve System or maintain accounts with member banks. All transfers of book-entry securities must be accomplished on a Reserve Bank's computer records through a member bank of the Federal Reserve System. These securities must be credited to the City on the records of the custodial bank and the transaction must be confirmed in writing to the City by the custodial bank; (iv) trading partners shall be limited to banks or trust companies authorized to do business in the State of Illinois or to registered primary reporting dealers; (v) the security interest must be perfected; (vi) the City must enter into a written master repurchase agreement which outlines the basic responsibilities and liabilities of both buyer and seller; (vii) the repurchase agreement shall be for periods of 330 days or less; (viii) the Authorized Officer must inform the custodial bank in writing of the maturity details of the repurchase agreement; (ix) the custodial bank must take delivery of and maintain the securities in its custody for the account of the City and confirm the transaction in writing to the City. The custodial undertaking shall provide that the custodian takes possession of the securities exclusively for the City; that the securities are free of any claims against the trading partner; and any claims by the custodian are subordinate to the City's claims to rights to those securities; (x) the obligations purchased by the City may only be sold or presented for redemption or payment by the fiscal agent bank or trust company holding the obligations upon the written instruction of the City or Authorized Officer; and (xi) the custodial bank shall be liable to the City for any monetary loss suffered by the City due to the failure of the custodial bank to take and maintain possession of such securities; (g) short-term obligations of corporations organized in the United States with assets exceeding $500,000,000 if(i) such obligations are rated at the time of purchase in one of the three highest rating categories by at least two standard rating services and which mature not later than 180 days from the date of purchase, (ii) such purchases do not exceed 10% of the corporation's outstanding obligations and (iii) no more than one-third of the City's funds are invested in short-term obligations of such corporation as evidenced by a certificate from an Authorized Officer; and (h) money market mutual funds registered under the Investment Company Act of 1940 as amended invested solely in obligations listed in paragraph (a) and (b) above and in agreements to repurchase such obligations, including those for which the Trustee or an affiliate 8 4812-8086-2739.6 performs services for a fee, but only with the prior written consent of the City to such investment, whether as a custodian, transfer agent, investment advisor or otherwise. together with such other investments as shall from time to time be lawful for the investment of City funds and shall be approved by the holders of fifty-one percent(51%) of aggregate principal amount of Bonds outstanding; provided that"Qualified Investments" shall not include a financial instrument, commonly known as a "derivative," whose performance is derived, at least in part, from the performance of any underlying asset, including, without limitation, futures, options on securities, options on futures, forward contracts, swap agreements, structured notes and participations in pools of mortgages or other assets. "Rebate Consultant" means an entity selected by the City expert in the calculation of rebate amounts pursuant to Section 148 of the Internal Revenue Code of 1986, as amended. If at any time the Rebate Consultant resigns or is removed, and the City shall not have appointed a successor within 30 days, the Rebate Consultant shall be an entity selected by the Trustee. "Rebate Fund" means the fund by that name established pursuant to Section 7.5 of this Indenture. "Rebate Requirement" shall have the meaning given that term in Section 8.1(b) of this Indenture. "Record Date"means the fifteenth day of the month preceding an Interest Payment Date. "Reserve Fund" means the fund by that name created pursuant to Section 7.2 of this Indenture. "Reserve Fund Credit" shall have the meaning given that term in Section A of Exhibit B to the Special Tax Roll and Report. "Reserve Requirement" means an amount equal to $ as adjusted for prepayments as set forth in Section 7.1 of this Indenture. The Trustee may rely on a certificate from the City or the Consultant which states the Reserve Requirement as of the date of such certificate. "Responsible Officer" means, when used with respect to the Trustee, any vice president, assistant vice president, senior associate, associate or other officer of the Trustee within the Designated Corporate Trust Office customarily performing functions similar to those performed by the persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred at the Designated Corporate Trust Office because of such person's knowledge of and familiarity with the particular subject and having direct responsibility for the administration of this Indenture. "S&P" means Standard & Poor's Ratings Services, a division of the McGraw Hill Companies, Inc., a corporation organized and existing under the laws of the State of New York, its successors and assigns, and if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, "S&P" shall be deemed to refer to any other nationally-recognized securities rating agency designated by the City to the Trustee. 9 4812-8086-2739.6 "Special Redemption Account" means the account by that name established pursuant to Section 7.1 of this Indenture. "Special Reserve Fund" means the fund by that name created pursuant to Section 7.3(a) of this Indenture. "Special Reserve Fund Credit"means, with respect to each Parcel, the difference between (A) the amount of the prepayment of the Special Taxes for such Parcel made in accordance with the Special Tax Roll and Report and (B) the amount of prepayment of the Special Taxes for such Parcel made in accordance with the Special Tax Roll and Report if the Prior Bonds remained outstanding and the Bonds were not issued, as determined by the Consultant. "Special Reserve Fund Requirement" means an amount equal to $40,000 to fund Special Reserve Fund Credits for possible prepayments. "Special Service Area" means United City of Yorkville Special Service Area Number 2003-100, described more fully in Exhibit A to this Indenture. "Special Service Area Act"means the Special Service Area Tax Law, 35 ILCS §200/27-5 et seq., as amended. "Special Services" means the improvements benefiting the Special Service Area consisting of engineering, soil testing and appurtenant work, mass grading and demolition, storm water management facilities, storm drainage systems and storm sewers, site clearing and tree removal, public water facilities, sanitary sewer facilities, erosion control measures, roads, streets, curbs, gutters, street lighting, traffic controls, sidewalks, equestrian paths and related street improvements, and equipment and materials necessary for the maintenance thereof, landscaping, wetland mitigation and tree installation, costs for land and easement acquisitions relating to any of the foregoing improvements, required tap-on and related fees for water or sanitary sewer services and other eligible costs to serve the Special Service Area. Special Services are referred to as the Public Improvements in the Public Infrastructure Agreement dated August 1, 2003 delivered in connection with the Prior Bonds. Special Services shall not include any annexation fees associated with the Special Service Area. "Special Tax Requirement" means the "Special Tax Requirement" as defined in the Special Tax Roll and Report but including any required deposits to the Special Reserve Fund, provided that credit may be given for any amounts on deposit in the Funds and Accounts created by this Indenture and available to pay the Special Tax Requirement. "Special Tax Roll" means the special tax roll for the payment of the Bonds established and amended from time to time pursuant to the Special Tax Roll and Report. "Special Tax Roll and Report" means the United City of Yorkville Special Service Area Number 2003-100 Special Tax Roll and Report prepared by the Consultant. "Special Taxes"means the taxes levied by the City on all taxable real property within the Special Service Area pursuant to the Special Tax Roll and this Indenture. 10 4812-8086-2739.6 "Supplemental Indenture" means an indenture adopted by the Corporate Authorities of the City as provided in Article XI hereof which amends or supplements this Indenture. "Tax Agreement" or "Tax Agreements" means the Tax Compliance Certificate and Agreement of the City dated the date of issuance and delivery of the Bonds, as amended from time to time. "Trustee" means The Bank of New York Mellon Trust Company, N.A., Chicago, Illinois and its successors and assigns. ARTICLE II BOND DETAILS Section 2.1 Purpose of Issuance; Amount of Bonds. The sum of $ shall be borrowed by the City pursuant to the Special Service Area Act and the Local Government Debt Reform Act for the purpose of refunding the Prior Bonds, the proceeds of which were used to pay a portion of the costs of the Special Services, including the costs of the City in connection with the issuance of the Bonds and refunding the Prior Bonds, and deposits to the Reserve Fund. In evidence of such borrowing, Bonds in the aggregate principal amount of$ shall be issued as provided in this Indenture. The total principal amount of bonds that may be issued pursuant to this Indenture is expressly limited to $ Section 2.2 Form; Denominations; Numbers. The Bonds shall be issued only in fully registered form without coupons initially in the denominations of $100,000 and integral multiples of$1,000 in excess of that sum. The Bonds shall be designated "Special Service Area Number 2003-100 Special Tax Refunding Bonds, Series 2013 (Raintree Village Project)" and shall be numbered consecutively from R-1 upward but need not be authenticated or delivered in consecutive order. Section 2.3 Date of Bonds; CUSIP Identification Numbers. The Bonds shall be dated as of the date of delivery of the Bonds to the Purchaser upon original issuance. CUSIP identification numbers shall be imprinted on the Bonds, provided that any failure on the part of the City or the Trustee to use such CUSIP numbers in any notice to any Bondholders shall not constitute an Event of Default or any violation of the City's contract with such Bondholders and shall not impair the effectiveness of such notice. Section 2.4 Maturities; Interest Rates. The Bonds shall mature and become payable on March 1 in the years and in the amounts and shall bear interest at the rates set forth below: Year Amount Interest Rate $ Section 2.5 Interest. The Bonds shall bear interest at the rate set forth in Section 2.4 payable on the Interest Payment Dates in each year with the first Interest Payment Date being September 1, 2013. Interest on the Bonds shall be calculated on the basis of a 360 day year 11 4812-8086-2739.6 composed of twelve 30-day months. Each Bond shall bear interest from the Interest Payment Date next preceding the date of authentication of such Bond unless (i) it is authenticated on an Interest Payment Date, in which event it shall bear interest from such date of authentication, or (ii) it is authenticated prior to an Interest Payment Date and after the close of business on the Record Date preceding such Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or(iii) it is authenticated prior to the Record Date preceding the first Interest Payment Date, in which event it shall bear interest from its dated date; provided, however, that if at the time of authentication of a Bond, interest is in default on such Bond, such Bond shall bear interest from the Interest Payment Date to which interest had previously been paid or made available for payment on such Bond. Section 2.6 Form of Bonds; Execution; Authentication. The Bonds shall be in substantially the form set forth in Exhibit B to this Indenture. Each Bond shall be executed by the manual or facsimile signature of the Mayor and the manual or facsimile signature of the City Clerk and shall have the corporate seal of the City affixed to it (or a facsimile of that seal printed on it). The Mayor and the City Clerk (if they have not already done so) are authorized and directed to file with the Illinois Secretary of State their manual signatures certified by them pursuant to the Uniform Facsimile Signatures of Public Officials Act, as amended, which shall authorize the use of their facsimile signatures to execute the Bonds. Each Bond so executed shall be as effective as if manually executed. In case any officer of the City whose signature or a facsimile of whose signature shall appear on the Bonds shall cease to be such officer before authentication and delivery of any of the Bonds, that signature or facsimile signature shall nevertheless be valid and sufficient for all purposes, the same as if the officer had remained in office until delivery. No Bond shall be valid for any purpose unless and until a certificate of authentication on that Bond substantially in the form set forth in the bond form in Exhibit B to this Indenture shall have been duly executed by the Trustee appointed by this Indenture as authenticating agent of the City. Execution of that certificate upon any Bond shall be conclusive evidence that the Bond has been authenticated and delivered under this Indenture. Section 2.7 Payment of Bonds. The Bonds shall be payable in lawful money of the United States at the Designated Corporate Trust Office of the Trustee. The principal of each Bond shall be payable at maturity upon presentment of the Bond at the principal corporate trust office of the Trustee. Interest on each Bond shall be payable on each Interest Payment Date by check or draft of the Trustee mailed to the person in whose name that Bond is registered on the books of the Bond Registrar at the close of business on the Record Date. During such time as the Bonds are registered so as to participate in a securities depository system with DTC, principal of and interest and redemption premium on each Bond shall be payable by wire transfer pursuant to instructions from DTC. Section 2.8 Appointment of Trustee. The Bank of New York Mellon Trust Company, N.A. is appointed Trustee and Bond Registrar for the Bonds. Section 2.9 Registration of Bonds; Persons Treated as Owners. The Bonds shall be negotiable, subject to the following provisions for registration and registration of transfer. The City shall maintain books for the registration of the Bonds at the Syracuse, New York office of 12 4812-8086-2739.6 the Bond Registrar. Each Bond shall be fully registered on those books in the name of its owner, as to both principal and interest. Transfer of each Bond shall be registered only on those books upon surrender of that Bond to the Bond Registrar by the registered owner or his or her attorney duly authorized in writing together with a written instrument of transfer satisfactory to the Bond Registrar duly executed by the registered owner or his or her duly authorized attorney. Upon surrender of a Bond for registration of transfer, the City shall execute, the Trustee shall authenticate, and the Bond Registrar shall deliver, in the name of the transferee, one or more new Bonds of the same aggregate principal amount and of the same maturity as the Bond surrendered. Bonds may be exchanged, at the option of the registered owner, for an equal aggregate principal amount of Bonds of the same maturity of any other Authorized Denominations, upon surrender of those Bonds at the office of the Bond Registrar with a written instrument of transfer satisfactory to the Bond Registrar duly executed by the registered owner or his or her duly authorized attorney. In all cases in which the privilege of exchanging or transferring Bonds is exercised, the City shall execute, the Trustee shall authenticate, and the Bond Registrar shall deliver, Bonds in accordance with the provisions of this Indenture. All Bonds surrendered in any exchange or transfer shall be canceled immediately by the Bond Registrar. For every exchange or registration of transfer of Bonds, the City or the Bond Registrar may make a charge sufficient to reimburse it for any tax, fee or other governmental charge, other than one imposed by the City, required to be paid with respect to that exchange or registration of transfer, and payment of that charge by the person requesting exchange or registration of transfer shall be a condition precedent to that exchange or registration of transfer. No other charge may be made by the City or the Bond Registrar as a condition precedent to exchange or registration of transfer of any Bond. The Bond Registrar shall not be required to exchange or register the transfer of any Bond following the close of business on the 15th day of the month preceding any Interest Payment Date on such Bond, nor to transfer or exchange any Bond after notice calling such Bond for redemption has been mailed, nor during a period of 15 days next preceding mailing of a notice of redemption of any Bonds. The City, the Trustee and the Bond Registrar may treat the registered owner of any Bond as its absolute owner, whether or not that Bond is overdue, for the purpose of receiving payment of the principal of or interest on that Bond and for all other purposes, and neither the City, the Bond Registrar nor the Trustee shall be affected by any notice to the contrary. Payment of the principal of and interest on each Bond shall be made only to its registered owner, and all such payments shall be valid and effective to satisfy the obligation of the City on that Bond to the extent of the amount paid. Section 2.10 Global Form; Securities Depository. It is intended that the Bonds be registered so as to participate in a securities depository system with DTC, as set forth herein. The Bonds shall be initially issued in the form of a single fully registered Bond for each of the maturities as established in Section 2.4 of this Indenture. Upon initial issuance, the ownership of the Bonds shall be registered in the name of Cede & Co., or any successor thereto, as nominee 13 4812-8086-2739.6 for DTC. The City and the Trustee are authorized to execute and deliver such letters to or agreements with DTC as shall be necessary to effectuate the securities depository system of DTC, including the Letter of Representations. With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the City, the Bond Registrar and the Trustee shall have no responsibility or obligation to any broker-dealer, bank or other financial institution for which DTC holds Bonds from time to time as securities depository (each such broker-dealer, bank or other financial institution being referred to herein as a "Depository Participant") or to any person on behalf of whom such a Depository Participant holds an interest in the Bonds (each such person being herein referred to as an "Indirect Participant"). Without limiting the immediately preceding sentence, the City, the Bond Registrar and the Trustee shall have no responsibility or obligation with respect to (a) the accuracy of the records of DTC, Cede & Co., or any Depository Participant with respect to the ownership interest in the Bonds, (b)the delivery to any Depository Participant or any Indirect Participant or any other person, other than a registered owner of a Bond, of any notice with respect to the Bonds, including any notice of redemption or (c) the payment to any Depository Participant or Indirect Participant or any other person, other than a registered owner of a Bond, of any amount with respect to principal of, premium, if any, or interest on, the Bonds. While in the securities depository system of DTC, no person other than Cede & Co., or any successor thereto, as nominee for DTC, shall receive a Bond certificate with respect to any Bond. Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions of this Indenture with respect to the payment of interest by the mailing of checks or drafts to the registered owners of Bonds at the close of business on the record date applicable to any Interest Payment Date, the name "Cede & Co." in this Indenture shall refer to such new nominee of DTC. In the event that (a) the Trustee determines that DTC is incapable of discharging its responsibilities described herein and in the Letter of Representations, (b) the Letter of Representations shall be terminated for any reason or (c) the City determines that it is in the best interests of the Beneficial Owners of the Bonds that they be able to obtain certificated Bonds, the City shall notify DTC of the availability through DTC of Bond certificates and the Bonds shall no longer be restricted to being registered in the name of Cede & Co., as nominee of DTC. At that time, the City may determine that the Bonds shall be registered in the name of and deposited with a successor depository operating a securities depository system, as may be acceptable to the City or such depository's agent or designee, and if the City does not select such alternate securities depository system then the Bonds may be registered in whatever name or names registered owners of Bonds transferring or exchanging Bonds shall designate, in accordance with the provisions hereof. Notwithstanding any other provisions of this Indenture to the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of, premium, if any, and interest on the Bonds and all notices with respect to the Series shall be made and given, respectively, in the manner provided in the Letter of Representations. Section 2.11 Mutilated, Lost, Stolen or Destroyed Bonds. If any Bond is mutilated, lost, stolen or destroyed, the Trustee will authenticate a new Bond of the same denomination if any mutilated Bond shall first be surrendered to the Trustee, and if, in the case of any lost, stolen or destroyed Bond, there shall first be furnished to the Trustee, and the City evidence of such 14 4812-8086-2739.6 loss, theft or destruction, together with an indemnity satisfactory to each of them to save each of them harmless from all risks related thereto, however remote. If the Bond has matured, instead of issuing a duplicate Bond, the Trustee may pay the Bond without requiring surrender of the Bond and make such requirements as the Trustee deems fit for its protection, including a lost instrument bond. The City and the Trustee may charge their reasonable fees and expenses in this connection. Section 2.12 Cancellation of Bonds. Whenever a Bond is delivered to the Trustee for cancellation (upon payment, redemption or otherwise), or for transfer, exchange or replacement pursuant to Section 2.9, the Trustee will promptly cancel the Bond and deliver the canceled Bond or a certificate of cancellation as appropriate to the City at its request. The Trustee shall periodically destroy such cancelled Bonds in accordance with applicable record retention requirements and policies. ARTICLE III NO ADDITIONAL BONDS Only the Bonds will be issued under this Indenture. No additional bonds will be issued that are secured by a pledge of the Special Taxes other than bonds or other obligations issued for the purpose of refunding all or a portion of the Bonds. ARTICLE IV REDEMPTION OF BONDS Section 4.1 Mandatory Sinking Fund Redemption. The Bonds are subject to mandatory sinking fund redemption and final payment at a price of par plus accrued interest, without premium, on March 1, of the years and in the amounts as follows: Year Amount 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 15 4812-8086-2739.6 Year Amount 2028 2029 2030 2031 2032 2033 The foregoing mandatory sinking fund requirements are subject to adjustment as described in Sections 4.2, 4.3 and 4.4 hereof. The City covenants that it will redeem the Bonds pursuant to the mandatory sinking fund redemption requirements for the Bonds to the extent amounts are on deposit in the Bond and Interest Fund. Proper provision for mandatory redemption having been made, the City covenants that the Bonds so selected for redemption shall be payable upon redemption and taxes have been levied and will be collected as provided herein and in the Bond Ordinance for such purposes. Section 4.2 Optional Redemption. The Bonds are subject to optional redemption prior to maturity at the option of the City, in whole or in part, on any date on or after March 1, 2023, at a redemption price of 100% of the principal amount of the Bonds to be redeemed plus accrued and unpaid interest to the date of redemption. Any optional redemption of Bonds in part shall be applied, to the extent possible, to reduce pro rata the amount of Bonds maturing in each year and required to be redeemed by mandatory sinking fund redemption pursuant to Section 4.1 of this Indenture so as to maintain the proportion of principal maturing or subject to mandatory sinking fund redemption in each year to the total original principal amount of Bonds as of the date of issuance. Section 4.3 Mandatory Redemption Upon Condemnation; Amounts Transferred from the Special Reserve Fund. (a) The Bonds are subject to mandatory redemption on any Interest Payment Date, in part, at a redemption price equal to 100% of the principal amount to be redeemed, together with accrued interest to the date fixed for redemption, without premium, from amounts in the Bond and Interest Fund consisting of the proceeds received by the City in connection with a condemnation of any of the Special Services or any other property dedicated to, or owned by, the City within the Special Service Area and allocable to the Bonds as determined by the Consultant and which proceeds are not used by the City to rebuild the Special Services. (b) The Bonds are also subject to mandatory redemption, in part, on March 1, 2023 from amounts transferred from the Special Reserve Fund to the Special Redemption Account on such date in accordance with Section 7.3(a) at a redemption price of 100% of the principal amount to be redeemed plus accrued and unpaid interest to the date of redemption. (c) Any mandatory redemption of the Bonds pursuant to this Section 4.3 shall be applied, to the extent possible, to reduce pro rata the amount of Bonds maturing in each year 16 4812-8086-2739.6 and required to be redeemed by mandatory sinking fund redemption pursuant to Section 4.1 of this Indenture so as to maintain the proportion of principal maturing and subject to mandatory sinking fund redemption in each year to the total original principal amount of the Bonds as of the date of issuance. Section 4.4 Special Mandatory Redemption from Optional Prepayment of Special Taxes. The Bonds are also subject to mandatory redemption on any March 1, June 1, September 1 or December 1, in part, from amounts available for disbursement from the Special Redemption Account of the Bond and Interest Fund pursuant to Section 7.1(e) and from amounts transferred from the Special Reserve Fund and the Reserve Fund to the Special Redemption Account pursuant to Section 7.1(e), at a redemption price expressed as a percentage of the principal amount of the Bonds to be redeemed, as set forth below, together with accrued interest on such Bonds to the date fixed for redemption: Redemption Dates Redemption Prices On or prior to February 28, 2022 102% March 1, 2022 through February 28, 2023 101% March 1, 2023 and thereafter 100% Any special mandatory redemption of the Bonds pursuant to this Section 4.4 shall be applied, to the extent possible, to reduce pro rata the amount of Bonds maturing in each year and required to be redeemed by mandatory sinking fund redemption pursuant to Section 4.1 of this Indenture so as to maintain the proportion of principal maturing in each year or subject to mandatory sinking fund redemption to the total original principal amount of Bonds as of the date of issuance. Section 4.5 Redemption Provisions; Notice of Redemption. If less than all the Bonds of any maturity are to be redeemed on any redemption date, the Bond Registrar appointed in this Indenture shall assign to each Bond of the maturity to be redeemed a distinctive number for each $1,000 of principal amount of that Bond. The Bond Registrar shall then select by lot from the numbers so assigned, using such method as it shall deem proper in its discretion, as many numbers as, at $1,000 per number, shall equal the principal amount of Bonds of that maturity to be redeemed; provided that following any redemption, no Bond shall be outstanding in an amount less than the minimum Authorized Denomination except as necessary to effect the mandatory sinking fund redemption of Bonds as provided in Section 4.1 hereof. Notice of the redemption of any Bonds, which by their terms shall have become subject to redemption, shall be given to the registered owner of each Bond or portion of a Bond called for redemption not less than 15 or more than 60 days before any date established for redemption of Bonds, by the Bond Registrar, on behalf of the City, by first class mail sent to the registered owner's last address, if any, appearing on the registration books kept by the Bond Registrar. All notices of redemption shall include at least the designation, date and maturities of Bonds called 17 4812-8086-2739.6 for redemption, CUSIP Numbers, if available, and the date of redemption. In the case of a Bond to be redeemed in part only, the notice shall also specify the portion of the principal amount of the Bond to be redeemed. The mailing of the notice specified above to the registered owner of any Bond shall be a condition precedent to the redemption of that Bond, provided that any notice which is mailed in accordance with this Indenture shall be conclusively presumed to have been duly given whether or not the owner received the notice. The failure to mail notice to the owner of any Bond, or any defect in that notice, shall not affect the validity of the redemption of any other Bond for which notice was properly given. Any notice of optional redemption may also state that the redemption is conditioned on receipt of moneys for such redemption by the Trustee on or prior to the redemption date and the satisfaction of any other condition specified in such notice ("Conditional Redemption"); and such notice and optional redemption shall be of no force, or effect and the redemption of the Bonds for which notice was given shall be rescinded if by no later than the scheduled redemption date (i) sufficient moneys are not so received or available for payment or (ii) any other condition specified in the redemption notice has not been satisfied. Notice of a rescission of a Conditional Redemption shall be given by the Trustee in the same manner as is provided in this Section 4.5 for the giving of notice of redemption or by electronic means confirmed in writing. Any Bonds subject to Conditional Redemption where redemption has been rescinded shall remain Outstanding, and neither the recession nor the failure of funds being made available in part or in whole on or before the redemption date shall constitute an Event of Default. Section 4.6 Purchase in Lieu of Redemption. In lieu of redemption as provided in this Article IV, moneys in the Bond and Interest Fund may be used and withdrawn by the City for the purchase of outstanding Bonds, at public or private sale as and when, and at such prices (including brokerage and other charges) as the City may provide, but in no event may Bonds be purchased at a price in excess of the principal amount of such Bonds, plus interest accrued to the date of purchase and any premium which would otherwise be due if such Bonds were to be redeemed in accordance with this Indenture. ARTICLE V APPLICATION OF PROCEEDS Section 5.1 Application of Proceeds. The proceeds of the sale of the Bonds in the amount of$ , which is net of underwriter's discount in the amount of$ , shall be applied as follows immediately upon receipt of the purchase price: (a) $ shall be deposited into the Bond and Interest Fund created pursuant to the Prior Indenture and applied to the redemption of the Prior Bonds on , 2013. (b) The amount of $ shall be deposited in the Reserve Fund. (c) The amount of $ shall be deposited in the Administrative Expense Fund. 18 4812-8086-2739.6 (d) The amount of $ shall be deposited in the Costs of Issuance Fund. All amounts received upon the sale of the Bonds, together with all interest and other investment earnings on those amounts, are appropriated and set aside for the purposes for which the Bonds are being issued as set forth in this Indenture. In addition, of the $ of amounts on deposit with the trustee for the Prior Bonds $ are being transferred or retained by the Prior Trustee for deposit in the Bond and Interest Fund for the Prior Bonds, $ will be transferred to the Administrative Expense Fund for the Prior Bonds, and the remainder ($ ) shall be transferred to the Bond and Interest Fund for the Bonds. Pursuant to the Bond Ordinance, amounts collected from the 2013 levy of Special Taxes pursuant to the Prior Bond Ordinance shall be deposited, when collected into the Bond and Interest Fund for application in accordance with Section 7.1 hereof. ARTICLE VI SECURITY FOR THE BONDS Section 6.1 Limited Obligations. The Bonds shall constitute limited obligations of the City, payable from the Special Taxes and other moneys deposited in the Funds and Accounts established pursuant to Article VII other than the Administrative Expense Fund and the Rebate Fund. The Bonds shall not constitute general obligations of the City and neither the full faith and credit nor the unlimited taxing power of the City shall be pledged as security for payment of the Bonds. Section 6.2 Levy of Special Taxes. (a) Pursuant to the Bond Ordinance there have been levied Special Taxes upon all taxable real property within the Special Service Area subject to the Special Taxes sufficient to pay and discharge the principal of the Bonds at maturity or mandatory sinking fund redemption dates and to pay interest on the Bonds for each year at the interest rates set forth in Section 2.4 of this Indenture, to pay the estimated Administrative Expenses of the City for each year and to fund and replenish the Reserve Fund to an amount equal to the Reserve Requirement and the Special Reserve Fund to an amount equal to the Special Reserve Fund Requirement. (b) The City Clerk has been directed to file a certified copy of the Bond Ordinance, and an accurate map of the Special Service Area, with the County Clerk of the County of Kendall. Pursuant to the Special Tax Roll, the Special Taxes shall be computed, extended and collected in accordance with the Special Tax Roll and Report and the Special Tax Roll, and divided among all taxable real property within the Special Service Area in accordance with the terms of the Establishing Ordinance and the Special Tax Roll and Report. It shall be the duty of the City and the City hereby covenants, annually on or before the last Tuesday of December for each of the years 2013 through 2031 to calculate or cause the Consultant to calculate the Special Tax Requirement; to amend the Special Tax Roll pursuant to Section VI.E of the Special Tax Roll and Report and provide the County tax collector with the amended Special Tax Roll; to adopt an ordinance approving the amount of the current calendar year's Special Tax Requirement and abating the Special Taxes levied pursuant to the Bond Ordinance 19 4812-8086-2739.6 to the extent the taxes levied pursuant to the Bond Ordinance exceed the Special Tax Requirement as calculated by the City pursuant to the Establishing Ordinance and the Special Tax Roll and Report. On or before the last Tuesday of January for each of the years 2014 through 2032 the City shall notify the Trustee of the amount of the Special Tax Requirement and the amount of the Special Taxes to be abated. The City shall take all actions which shall be necessary to provide for the levy, extension, collection and application of the taxes levied by the Bond Ordinance, including enforcement of such taxes by providing the County with such information as is deemed necessary to enable the County to include any property subject to delinquent Special Taxes in the County Collector's annual tax sale [and in the event the tax lien is forfeited at such tax sale, by institution of foreclosure procedures as provided by law; provided, however, that the obligation to institute any foreclosure action against any taxpayer shall only arise in the event the City makes the determination that the proceeds from the foreclosure action have a commercially reasonable expectation of exceeding the costs thereof. (c) Upon receipt by the Trustee of any prepayment of Special Taxes in an amount calculated by the Consultant as being required pursuant to the Special Tax Roll and Report to satisfy the lien on a Parcel within the Special Service Area, the City and the Trustee shall execute a Satisfaction of Tax Lien substantially in the form of Exhibit C hereto, appropriately completed and the Trustee shall deliver the Satisfaction of Tax Lien to the City for filing with the Recorder of Deeds of Kendall County, Illinois. The City shall deliver a copy of each such Satisfaction of Tax Lien to the property owner of record and a copy of the recorded Satisfaction of Tax Lien to the Trustee. ARTICLE VII FUNDS AND ACCOUNTS Section 7.1 Bond and Interest Fund. (a) There is hereby created and established with the Trustee a separate and special fund of the City established exclusively for paying principal of, interest on and redemption premium on the Bonds and which shall be designated as "The Special Service Area Number 2003-100 Special Tax Refunding Bonds, Bond and Interest Fund" (the "Bond and Interest Fund"). When collected, the Special Taxes, including amounts transferred to the Trustee from the Bond and Interest Fund created for the Prior Bonds, and the Foreclosure Proceeds, including any interest and penalties collected in connection with such Special Taxes or Foreclosure Proceeds, shall be placed in the Bond and Interest Fund. The City may provide for the County to transmit directly to the Trustee for deposit to the Bond and Interest Fund any Special Taxes collected by the County. In addition, proceeds received by the City in connection with a condemnation of any of the Special Services or any other property owned by or dedicated to the City within the Special Service Area and allocable to the Bonds as determined by the Consultant which is not used to rebuild the Special Services shall be deposited in the Bond and Interest Fund. Moneys deposited in the Bond and Interest Fund and investments of the Bond and Interest Fund shall never be commingled with or loaned to any other funds of the City. All interest and other investment earnings on the Bond and Interest Fund shall become, when received, a part of the Bond and Interest Fund. When the amount of condemnation proceeds deposited to the Bond and Interest Fund equals $5,000 or more, such amount shall be used to 20 4812-8086-2739.6 redeem Bonds pursuant to Section 4.3(a) of this Indenture on the next Interest Payment Date. Any amounts representing condemnation proceeds which remain on deposit in the Bond and Interest Fund for a continuous period of thirty (30) months and which will not be used to redeem the Bonds on the next Interest Payment Date in accordance with Section 4.3 and this section shall be used to pay debt service on the Bonds on the next Interest Payment Date. (b) Amounts deposited in the Bond and Interest Fund are appropriated for and irrevocably pledged to, and shall be used solely for the purpose of, paying the principal of and interest and redemption premium on the Bonds, or for transfers to the Special Reserve Fund, the Reserve Fund or the Administrative Expense Fund as permitted by paragraph (c) of this Section 7_I and by Section 7.2. (c) At any time after September 1 but in no event later than December 1 of each year, the Trustee shall determine the amount needed to pay principal of and interest and redemption premium on the Bonds on the next succeeding Interest Payment Date. After the Trustee has determined that sufficient amounts are on deposit in the Bond and Interest Fund to pay principal of, interest on and redemption premium due on the Bonds on the next succeeding Interest Payment Date, the Trustee shall notify the City and the Consultant of any excess amounts on deposit in the Bond and Interest Fund, and, at the written direction of the City, shall transfer an amount from the Bond and Interest Fund to the Administrative Expense Fund which the City has determined will be adequate, together with other amounts in the Administrative Expense Fund or reasonably expected to be transferred to or deposited in such Fund, to pay all Administrative Expenses during the succeeding calendar year. After making such transfer to the Administrative Expense Fund any excess amounts on deposit in the Bond and Interest Fund shall be transferred to the Reserve Fund to the extent necessary to replenish the Reserve Fund to the Reserve Requirement. After (i)making such transfer to the Administrative Expense Fund, and (ii)the Reserve Fund has amounts on deposit equal to the Reserve Requirement, any excess amounts on deposit in the Bond and Interest Fund shall be transferred to the Special Reserve Fund to the extent necessary to fund the Special Reserve Fund until the amount on deposit in such Fund equals the Special Reserve Fund Requirement. Once the amount on deposit in the Special Reserve Fund equals the Special Reserve Fund Requirement, no further deposits shall be made to such Fund and no replenishment of such Fund for any withdrawals shall be required. If any excess amounts exist in the Bond and Interest Fund, after making the deposit to the Special Reserve Fund, such excess shall be considered by the City when determining the amount of Special Taxes to be collected pursuant to Section 6.2(a). (d) [Reserved.] (e) There is hereby created within the Bond and Interest Fund established with the Trustee a separate account designated the "Special Redemption Account." All prepayments of the Special Taxes made in accordance with the Special Tax Roll and Report shall be deposited in the Special Redemption Account. Moneys in the Special Redemption Account shall be used exclusively to redeem Bonds pursuant to Section 4.4,-or to pay debt service on the Bonds pursuant to this Section 7.1. In the event of any optional prepayment of the Special Taxes, prior to giving notice of the redemption of Bonds in accordance with Section 4.5 of this Indenture, the Trustee shall transfer from (A) the Special Reserve Fund to the Special Redemption Account an amount (if possible) equal to the Special Reserve Fund Credit, as 21 4812-8086-2739.6 determined by and upon the direction of the Consultant, and (B) the Reserve Fund to the Special Redemption Account an amount equal to the Reserve Fund Credit as determined by and upon the direction of the Consultant. When the amount on deposit in the Special Redemption Account equals or exceeds $1,000, such amount shall be used to redeem Bonds on the next March 1, June 1, September 1 or December 1 in accordance with Section 4.4. On each such payment date, the Trustee shall withdraw from the Special Redemption Account and pay to the owners of the Bonds the amounts to redeem the Bonds pursuant to Section 4.4. Notwithstanding the foregoing, any amounts contained in the Special Redemption Account for a continuous period of thirty(30) months and which will not be used to redeem Bonds on the next March 1, June 1, September 1 or December 1 in accordance with the immediately preceding sentence and Section 4.4, shall be used to pay debt service on the Bonds on the next Interest Payment Date. Any amounts contained in the Special Redemption Account on the final maturity date of the Bonds shall be used to pay outstanding debt service on the Bonds. Section 7.2 Reserve Fund. There is hereby created and established with the Trustee a separate and special fund of the City which shall be designated as "The Special Service Area Number 2003-100 Special Tax Refunding Bonds, Reserve Fund" (the "Reserve Fund"), which must be maintained in an amount equal to the Reserve Requirement. The Reserve Requirement shall be an amount equal to $ as reduced by the amount of any Reserve Fund Credit transferred pursuant to Section 7.1(e). Amounts deposited in the Reserve Fund shall be used solely for the purpose of(i) making transfers to the Bond and Interest Fund to pay the principal of, including mandatory sinking fund payments, and interest and any premium on, all Bonds when due, in the event that moneys in the Bond and Interest Fund are insufficient therefor, (ii) making any transfers to the Bond and Interest Fund if the balance in the Reserve Fund and the Special Reserve Fund exceeds the amount required to redeem all Bonds then outstanding, (iii) making transfers to the Special Redemption Account pursuant to Section 7.1(e), or (iv) if the amount then on deposit in the Reserve Fund is at least equal to the Reserve Requirement, for transfer in accordance with the next paragraph. On the Business Day prior to each Interest Payment Date, moneys in the Reserve Fund in excess of the Reserve Requirement shall be transferred by the Trustee from the Reserve Fund to the Bond and Interest Fund to be used for the payment of interest on Bonds on the next following Interest Payment Date. Section 7.3 Special Reserve Fund and Cost of Issuance Fund. (a) There is hereby created and established with the Trustee a separate and special fund of the City which shall be designated as the "Special Service Area Number 2003- 100 Special Tax Refunding Bonds, Special Reserve Fund" (the "Special Reserve Fund"). Special Taxes shall be deposited in the Special Reserve Fund in accordance with Section 7.1(c) until the amounts on deposit in the Special Reserve Fund equal the Special Reserve Fund Requirement. Amounts deposited in the Special Reserve Fund shall be used solely for the purpose of (i) making any transfers to the Bond and Interest Fund if the aggregate balance in the Special Reserve Fund and the Reserve Fund exceeds the amount required to redeem all Bonds then outstanding, (ii) for transfer to the Special Redemption Account in an amount equal to the 22 4812-8086-2739.6 Special Reserve Fund Credit in accordance with the Section 7.1(e), (iii) on March 1, 2023 for transfer to the Special Redemption Account as described below, (iv) at the direction of an Authorized Officer for transfer to the Bond and Interest Fund or any other fund established hereunder, or (v) at the direction of an Authorized Officer for any use permitted by the Special Service Area Act, provided an opinion of bond counsel is delivered to the Trustee to the effect that such use will not violate the Special Service Area Act or adversely affect the tax-exempt status of interest on the Bonds. On March 1, 2023 (on which date the Special Reserve Fund Credit shall be zero), the Trustee shall without further direction, transfer any remaining amounts on deposit in the Special Reserve Fund to the Special Redemption Account to be applied to the redemption of Bonds in accordance with Section 43(b) hereof. On or prior to February 10, 2023, the Trustee shall send notice of the redemption of the Bonds from amounts transferred from the Special Reserve Fund in accordance with the provisions of Section 4.5 hereof. Any amounts in the Special Reserve Fund that are used to pay principal of, or interest or premium on, the Bonds shall be treated as Special Taxes paid by the owners of the affected Parcels for purposes of the Special Tax Roll and Report. Amounts on deposit in the Special Reserve Fund are not pledged to the payment of principal of or interest on the Bonds. (b) There is hereby created and established with the Trustee a separate and special fund of the City which shall be designated as the "Special Service Area Number 2003- 100 Special Tax Refunding Bonds, Costs of Issuance Fund" (the "Costs of Issuance Fund"). Amounts deposited in the Costs of Issuance Fund shall be used solely for the purpose of paying costs incurred in connection with the issuance of the Bonds and the refunding of the Prior Bonds. Disbursements from the Costs of Issuance Fund shall be made by the Trustee upon receipt of a request of the City which shall (i) set forth the amount required to be disbursed, the purpose for which the disbursement is to be made, that the disbursement is a proper expenditure from the Costs of Issuance Fund, and payment instructions to the Trustee for the amount to be paid; and (ii) certify that no portion of the amount then being requested to be disbursed was set forth in any previous request for disbursement. On the date which is six (6)months after the date of issuance of the Bonds, the Trustee shall transfer all amounts remaining in the Costs of Issuance Fund to the Bond and Interest Fund. Section 7.4 Administrative Expense Fund. There is hereby created and established with the Trustee a separate and special fund of the City which shall be designated as "The Special Service Area Number 2003-100 Special Tax Refunding Bonds, Administrative Expense Fund" (the "Administrative Expense Fund"). Amounts in the Administrative Expense Fund shall be withdrawn by the Trustee and paid to the City or upon its order upon receipt by the Trustee of a written request from an Authorized Officer stating the amount to be withdrawn, that such amount is to be used to pay an Administrative Expense, and the nature of such Administrative Expense. Section 7.5 Rebate Fund. There is hereby created and established with the Trustee a separate and special fund of the City which shall be designated as "The Special Service Area 23 4812-8086-2739.6 Number 2003-100 Special Refunding Tax Bonds, Rebate Fund" (the "Rebate Fund"), into which there shall be deposited as necessary investment earnings in the Bond and Interest Fund, the Reserve Fund and the Special Reserve Fund or other moneys provided by the City to the extent required so as to maintain the tax exempt status of interest on the Bonds. All rebates, special impositions or taxes for such purpose payable to the United States of America (Internal Revenue Service) shall be payable from the Rebate Fund. Section 7.6 Investment of Funds. Moneys on deposit in Funds and Accounts established hereunder may be invested from time to time in Qualified Investments pursuant to written directions from an Authorized Officer of the City to the Trustee provided that moneys on deposit in the Special Redemption Account shall be invested in Qualified Investments having a maturity of 90 days or less. The Trustee may conclusively rely upon the City's written instructions as to both the suitability and legality of the directed investments. Ratings of Qualified Investments shall be determined at the time of purchase of such Qualified Investments and without regard to ratings subcategories. The Trustee shall not be liable for losses on investments made in compliance with the provisions of this Indenture. Except as otherwise expressly provided herein, earnings or losses on such investments shall be attributed to the Fund or Account for which the investment was made. In the event that the Trustee does not receive written directions from the City to invest funds held hereunder, the Trustee shall invest such funds in or a successor or similar fund which invests in (i) short-term securities issued or guaranteed by the United States Government, its agencies or instrumentalities and/or(ii)repurchase agreements relating to such securities which are Qualified Investments. The Trustee is hereby authorized to execute purchases and sales of Qualified Investments through the facilities of its own trading or capital markets operations or those of any affiliated entity. The Trustee shall send statements to the City on a monthly basis reflecting activity in the account for the preceding month. Although the City recognizes that it may obtain a broker confirmation or written statement containing comparable information at no additional cost, the City hereby agrees that confirmations of Qualified Investments are not required to be issued by the Trustee for each month in which a monthly statement is rendered. The Trustee, when authorized by the City, may trade with itself in the purchase and sale of securities for such investments. The Trustee shall not be liable or responsible for the performance or tax consequences of such investments. Notwithstanding anything herein to the contrary, the City shall direct investment of amounts on deposit in the (1) Special Redemption Account of the Bond and Interest Fund and (2) the Special Reserve Fund such that the yield on the investment does not exceed the yield on the Bonds. Investments on deposit in all funds and accounts established hereunder shall be valued at market value at least quarterly. ARTICLE VIII COVENANTS AND AGREEMENTS OF THE CITY Section 8.1 Tax Covenants. (a) The City covenants with the holders of the Bonds from time to time outstanding that it (i) will take all actions which are necessary to be taken (and avoid any actions 24 4812-8086-2739.6 which it is necessary to avoid being taken) so that interest on the Bonds will not be or become included in gross income for federal income tax purposes under existing law, including without limitation the Code; (ii) will take all actions reasonably within its power to take which are necessary to be taken (and avoid taking any actions which are reasonably within its power to avoid taking and which are necessary to avoid) so that interest on the Bonds will not be or become included in gross income for federal income tax purposes under the federal income tax laws as in effect from time to time; and (iii) will take no action or permit any action in the investment of the proceeds of the Bonds, amounts in the Bond and Interest Fund or any other funds of the City which would result in making interest on the Bonds subject to federal income taxes by reason of causing the Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code, or direct or permit any action inconsistent with the regulations under the Code as promulgated and as amended from time to time and as applicable to the Bonds. The Mayor, City Clerk and City Treasurer are authorized and directed to take such action as is necessary in order to carry out the issuance and delivery of the Bonds including, without limitation, to make any representations and certifications they deem proper pertaining to the use of the proceeds of the Bonds and moneys in the Funds and Accounts established hereunder in order to establish that the Bonds shall not constitute arbitrage bonds as so defined. (b) The City further covenants as follows with respect to the requirements of Section 148(f) of the Code, relating to the rebate of "excess arbitrage profits" (the "Rebate Requirement") to the United States: (i) Unless an applicable exception to the Rebate Requirement is available to the City, the City will meet the Rebate Requirement. (ii) Relating to applicable exceptions, the City shall make such elections under the Code as it shall deem reasonable and in the best interests of the City. If such election may result in a"penalty in lieu of rebate" as provided in the Code, and such penalty is incurred (the "Penalty"), then the City shall pay such Penalty. (iii) The City shall cause to be established, at such time and in such manner as it shall deem necessary or appropriate hereunder, the Rebate Fund for the Bonds, and the City shall further, not less frequently than annually, cause to be transferred to the Rebate Fund the amount determined to be the accrued liability under the Rebate Requirement or Penalty. The City shall cause to be paid to the United States, without further order or direction from the Corporate Authorities, from time to time as required, amounts sufficient to meet the Rebate Requirement or to pay the Penalty. (iv) Interest earnings in the Bond and Interest Fund, the Special Reserve Fund and the Reserve Fund are hereby authorized to be transferred, without further order or direction from the Corporate Authorities, from time to time as required, to the Rebate Fund for the purposes herein provided; and proceeds of the Bonds, investment earnings or amounts on deposit in any of the other funds and accounts created hereunder and any other funds of the City are also hereby authorized to be used to meet the Rebate Requirement or to pay the 25 4812-8086-2739.6 Penalty, but only if necessary after application of investment earnings as aforesaid and only as appropriated by the Corporate Authorities. Section 8.2 Levy and Collection of Taxes. The City covenants with the holders of the Bonds from time to time outstanding that: (a) it will take all actions, if any, which shall be necessary, in order further to provide for the levy, extension, collection and application of the taxes levied by this Indenture and the Bond Ordinance including enforcement of the Special Taxes as described in clause (c)below; (b) it will not take any action which would adversely affect the levy, extension, collection and application of the taxes levied by this Indenture and the Bond Ordinance, except to abate those taxes to the extent permitted by this Indenture and the Special Tax Roll and Report; and (c) it will comply with all requirements of the Special Service Area Act, the Bond Ordinance and other applicable present and future laws concerning the levy, extension and collection of the taxes levied by this Indenture and the Bond Ordinance; in each case so that the City shall be able to pay the principal of and interest on the Bonds as they come due and replenish the Reserve Fund to the Reserve Requirement and it will take all actions necessary to assure the timely collection of the Special Taxes, including without limitation, the enforcement of any delinquent Special Taxes by providing the County of Kendall with such information as is deemed necessary to enable the County to include any property subject to delinquent Special Taxes in the County Collector's annual tax sale and in the event the tax lien is forfeited at such tax sale, by the commencement and maintenance of an action to foreclose the lien of any delinquent Special Taxes all in the manner provided by law; provided, however, that the obligation to institute any foreclosure action against any taxpayer other than a taxpayer owning at least five percent (5%) of the property in the Special Service Area shall only arise in the event the City makes the determination that the proceeds from the foreclosure action have a commercially reasonable expectation for exceeding the costs thereof. Section 8.3 Proper Books and Records. The City will keep, or cause the Trustee to keep, proper books of record and accounts, separate from all other records and accounts of the City, in which complete and correct entries shall be made of all transactions relating to the deposits to and expenditure of amounts disbursed from the Funds and Accounts created hereunder and the Special Taxes. Such books of record and accounts shall at all times during business hours be subject to the inspection of the holders of not less than ten percent (10%) of the principal amount of the Bonds then outstanding, or their representatives authorized in writing. The City, or the Trustee on behalf of the City, upon written request will mail to the Purchaser any information relating to the Bonds, the Special Service Area or the Special Services, including, but not limited to, the annual audits of the Funds and Accounts established under this Indenture for each and every year. Section 8.4 Against Encumbrances. The City will not encumber, pledge or place any charge or lien upon any of the Special Taxes or other amounts pledged to the Bonds superior to, 26 4812-8086-2739.6 on a parity with, or junior to, the pledge and lien created in this Indenture for the benefit of the Bonds, except as permitted by, or specifically set forth in, this Indenture. Section 8.5 Continuing Disclosure Agreement. The City agrees to execute and deliver the Continuing Disclosure Agreement. In addition, the City agrees to provide to the Trustee (i) a copy of any reports regarding collection of taxes, delinquencies, tax sales, foreclosures and such other information as is provided by the Consultant to the City pursuant to the Administrative Services Agreement and (ii) a copy of the City's annual audited financial statements. The Trustee shall have no duty to review, analyze or verify such financial statements and shall hold such financial statements solely as a repository for the benefit of the Bondholders. The Trustee shall not be deemed to have notice of any information contained therein or event of default which may be disclosed therein in any manner. ARTICLE IX DEFAULTS AND REMEDIES Section 9.1 Events of Default. "Events of Default" under this Indenture are as follows: (a) Default shall be made by the City in the payment of the principal of or premium, if any, on any Bond when and as the same shall become due and payable, either at maturity or by proceedings for redemption or otherwise. (b) Default shall be made by the City in the payment of any installment of interest on any Bond when and as such installment of interest shall become due and payable. (c) The City shall (1) commence a voluntary case under the Federal bankruptcy laws, as now or hereafter constituted, or any other applicable Federal or state bankruptcy, insolvency or other similar law, (2) make an assignment for the benefit of its creditors, (3) consent to the appointment of a receiver of itself or of the whole or any substantial part of its property, or (4)be adjudicated a bankrupt or have entered against it any order for relief in respect of any involuntary case under the Federal bankruptcy laws, as now or hereafter constituted, or any other applicable Federal or state bankruptcy, insolvency or other similar law and such order shall continue in effect for a period of 60 days without stay or vacation. (d) A court of competent jurisdiction shall enter an order,judgment or decree appointing a receiver of the City, or of the whole or any substantial part of its property, or approving a petition seeking reorganization of the City under the Federal bankruptcy laws or any other applicable Federal or state law or statute and such order, judgment or decree shall not be vacated or set aside or stayed within 60 days from the date of the entry thereof. (e) Under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the City or 27 4812-8086-2739.6 of the whole or any substantial part of its property, and such custody or control shall not be terminated or stayed within 60 days from the date of assumption of such custody or control. (f) The City shall default in the due and punctual performance of any other of the covenants, conditions, agreements and provisions contained in the Bonds, the Bond Ordinance or in this Indenture on the part of the City to be performed, and such default shall continue for 30 days after written notice specifying such default and requiring the same to be remedied shall have been given to the City by the Trustee (which may give such notice whenever it reasonably determines that such a default exists and shall give such notice at the written request of the holders of not less than 25% in principal amount of the Bonds then outstanding). Section 9.2 Remedies. Upon the occurrence of an Event of Default the Trustee may, and upon the written request of the holders of 25% in principal amount of the outstanding Bonds affected by the Event of Default and upon being indemnified as provided in Section 10.2(i) hereof shall, proceed to protect and enforce its rights and the rights of the holders of the Bonds and to prevent impairment of the amounts pledged pursuant to the Indenture by a suit, action or special proceeding in equity or at law, by mandamus or otherwise, either for the specific performance of any covenant or agreement contained herein or in aid or execution of any power herein granted or for any enforcement of any proper legal or equitable remedy as the Trustee, being advised by counsel, shall deem most effective to protect and enforce the rights aforesaid. During the continuance of an Event of Default, all moneys received by the Trustee under this Indenture from the City or from any other source shall be applied by the Trustee in accordance with the terms of Section 9.10 hereof. Any judgment against the City shall be enforceable only against the amounts pledged pursuant to this Indenture. There shall not be authorized any deficiency judgment against any assets of, or the general credit of, the City. THE BONDS SHALL NOT BE SUBJECT TO ACCELERATION UPON THE OCCURRENCE OF AN EVENT OF DEFAULT. Section 9.3 Notice of Default. The Trustee shall, within 10 days after a Responsible Officer of the Trustee receives notice or obtains knowledge of the occurrence of an Event of Default, mail to the City and the Bondholders at the address shown on the registration books of the City maintained by the Bond Registrar, notice of all Events of Default known to the Trustee unless such Events of Default shall have been cured before the giving of such notice. Section 9.4 Termination of Proceedings by Trustee. In case any proceedings taken by the Trustee on account of any Event of Default shall have been discontinued or abandoned for any reason, or shall have been determined adversely to the Trustee, then and in every such case the City, the Trustee and the Bondholders shall be restored to their former positions and rights hereunder, respectively, and all rights, remedies and powers of the Trustee shall continue as though no such proceeding had been taken. 28 4812-8086-2739.6 Section 9.5 Right of Bondholders to Control Proceedings. Anything in this Indenture to the contrary notwithstanding, the holders of a majority in principal amount of the Bonds then outstanding shall have the right, by an instrument in writing executed and delivered to the Trustee, to direct the method and place of conducting all remedial proceedings to be taken by the Trustee hereunder in respect of the Bonds; provided that such direction shall not be otherwise than in accordance with law and the Trustee shall be indemnified to its satisfaction against the costs, expenses and liabilities to be incurred therein or thereby. Section 9.6 Right of Bondholders to Institute Suit. No holder of any of the Bonds shall have any right to institute any suit, action or proceeding in equity or at law for the execution of any trust hereunder, or for any other remedy hereunder or on the Bonds unless such holder previously shall have given to the Trustee written notice of an Event of Default as hereinabove provided, and unless also the holder, or holders, of 25% in principal amount of the outstanding Bonds affected by the Event of Default shall have made written request of the Trustee after the right to exercise such powers, or right of action, as the case may be, shall have accrued, and shall have afforded the Trustee a reasonable opportunity either to proceed to exercise the powers hereinbefore granted, or to institute such action, suit, or proceeding in its name; and unless, also, there shall have been offered to the Trustee security and indemnity satisfactory to it against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee shall have refused or neglected to comply with such request within a reasonable time; and such notification, request and offer of indemnity are hereby declared in every such case, at the option of the Trustee, to be conditions precedent to the execution of the powers and trusts of this Indenture or for any other remedy hereunder; it being understood and intended that no one or more holders of the Bonds shall have any right in any manner whatever by his or their action to affect, disturb or prejudice the security of this Indenture, or to enforce any right hereunder, except in the manner herein provided, and that all proceedings at law or in equity shall be instituted, had and maintained in the manner herein provided and for the equal benefit of all holders of the outstanding Bonds. Nothing in this Section 9.6 contained shall, however, affect or impair the right of any Bondholder, which is absolute and unconditional, to enforce the payment of the principal of and interest on the Bondholder's Bonds out of the Bond and Interest Fund, or the obligation of the City to pay the same, out of the Bond and Interest Fund, at the time and place in the Bonds expressed. Section 9.7 Suits by Trustee. All rights of action under this Indenture, or under any of the Bonds, enforceable by the Trustee, may be enforced by it without the possession of any of the Bonds or the production thereof at the trial or other proceeding relative thereto, and any such suit, or proceeding, instituted by the Trustee shall be brought in its name for the ratable benefit of the holders of the Bonds affected by such suit or proceeding, subject to the provisions of this Indenture. Section 9.8 Remedies Cumulative. No remedy herein conferred upon or reserved to the Trustee or to the Bondholders is intended to be exclusive of any other remedy or remedies, and each and every remedy shall be cumulative, and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute. 29 4812-8086-2739.6 Section 9.9 Waiver of Default. No delay or omission of the Trustee or of any Bondholder to exercise any right or power shall be construed to be a waiver of any such default, or an acquiescence therein; and every power and remedy given by this Article IX to the Trustee and the Bondholders, respectively, may be exercised from time to time, and as often as may be deemed expedient. Section 9.10 Application of Moneys After Default. The City covenants that if an Event of Default shall happen and shall not have been remedied, the Trustee shall apply moneys, securities and funds on deposit in the Funds and Accounts established pursuant to Article VII or received by the Trustee pursuant to any right given or action taken under the provisions of this Section as follows and in the following order: (a) To the payment of the reasonable and proper charges, expenses and liabilities of the Trustee, the Bond Registrar and any paying agent, including the fees and expenses of outside counsel for the Trustee, the Bond Registrar and any paying agent and the payment of Administrative Expenses owed to the City or the Consultant. (b) To the payment of the principal and interest then due on the Bonds as follows: (i) first, to the payment to the persons entitled thereto of all interest then due or payable on the Bonds in the order of the maturity of such installments; and (ii) second, to the payment to the persons entitled thereto of the unpaid installments of principal of any of the Bonds which have become due in the order of the maturity of such installments. Whenever moneys are to be applied by the Trustee pursuant to the provisions of this paragraph, such moneys shall be applied by the Trustee at such times, and from time to time, as the Trustee in its sole discretion shall determine, having due regard for the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future. The deposit of such moneys with the paying agent, or otherwise setting aside such moneys, in trust for the proper purpose, shall constitute proper application by the Trustee; and the Trustee shall incur no liability whatsoever to the City, to any Bondholder or to any other person for any delay in applying any such funds, so long as the Trustee acts with reasonable diligence, having due regard to the circumstances, and ultimately applies the same in accordance with such provisions of this Indenture as may be applicable at the time of application by the Trustee. Whenever the Trustee shall exercise such discretion in applying such funds, it shall fix the date (which shall be an Interest Payment Date unless the Trustee shall deem another date more suitable) upon which such application is to be made and upon such date interest on the amounts of principal paid on such date shall cease to accrue. The Trustee shall give such notice as it may deem appropriate of the fixing of any such date and of the endorsement to be entered on each Bond on which payment shall be made, and shall not be required to make payment to the holder of any unpaid Bond until such Bond shall be presented to the Trustee for appropriate endorsement, or some other procedure deemed satisfactory by the Trustee. 30 4812-8086-2739.6 ARTICLE X TRUSTEE Section 10.1 Appointment of the Trustee. The Trustee hereunder is hereby constituted and appointed as the trustee of an express trust hereby created for the Bondholders. The further rights and duties of the Trustee are set forth in this Article X. Section 10.2 Performance of Duties. The Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. If any Event of Default under this Indenture shall have occurred and be continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and shall use the same degree of care as a prudent person would exercise or use in the circumstances in the conduct of such prudent person's own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (a) The duties and obligations of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee. (b) In the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificate or opinion furnished to the Trustee conforming to the requirements of this Indenture; but in the case of any such certificate or opinion which by any provision hereof is specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not it conforms to the requirements of this Indenture. (c) The Trustee shall not be liable for any error of judgment made in good faith by a responsible officer or officers of the Trustee unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts. (d) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority (or such larger or smaller percentage as is otherwise specifically required by the terms hereof) in aggregate principal amount of all the Bonds at the time outstanding. (e) None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur individual financial liability in the exercise of any of its rights or powers. 31 4812-8086-2739.6 (f) At any and all reasonable times, upon first providing 48 hours' notice to the City, the Trustee, and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, shall have the right fully to inspect any and all of the books, papers and records of the City pertaining to the Special Services and the Bonds, and to take such memoranda from and in regard thereto as may be desired. (g) The Trustee shall not be required to give any bond or surety in respect of the execution of the trusts and powers granted by this Indenture or otherwise in respect of the premises. (h) Notwithstanding anything elsewhere in this Indenture contained, the Trustee shall have the right, but shall not be required, to demand, in respect of the withdrawal of any cash or any action whatsoever within the purview of this Indenture, any showings, certificates, opinions, appraisals or other information or corporate action or evidence thereof, in addition to that by the terms hereof required as a condition of such action by the Trustee, reasonably necessary to establish the right of the City to the withdrawal of any cash or the taking of any other action by the Trustee. (i) Before taking any action under Section 9.2, the Trustee may require that a satisfactory indemnity bond or other security satisfactory to it be furnished by the party requesting that the Trustee take such action for the reimbursement of all expenses to which it may be put and to protect it against all liability, except liability which is adjudicated to have resulted from the negligence or willful default of the Trustee in connection with any action so taken. 0) All moneys received by the Trustee or any paying agent shall, until used or applied or invested as herein provided, be held in trust for the purposes for which they were received. (k) The Trustee may execute any of the trusts or powers hereof and perform any of its duties by or through attorneys, agents, receivers, or employees and shall not be answerable for the conduct of the same if appointed with due care hereunder. (1) Notwithstanding the effective date of this Indenture or anything to the contrary in this Indenture, the Trustee shall have no liability or responsibility for any act or event relating to this Indenture which occurs prior to the date the Trustee formally executes this Indenture and commences acting as Trustee hereunder. (m) The Trustee shall have no responsibility with respect to any information, statement or recital in any official statement, offering memorandum or any other disclosure material prepared or distributed with respect to the Bonds, except for any information provided by the Trustee, and shall have no responsibility for compliance with any state or federal securities laws in connection with the Bonds. (n) The Trustee's right to receive compensation and reimbursement of expenses under this Indenture shall be secured by a lien on the Trust Estate, which lien shall be subordinate to the lien in favor of the Bondholders for payment of the principal of, premium, if any, and interest on the Bonds, except that, upon an Event of Default, the 32 4812-8086-2739.6 Trustee shall have a prior lien upon the Trust Estate (excluding that portion of the Trust Estate consisting of proceeds of funds held pursuant to the defeasance provisions of Article XII of this Indenture, and excluding that portion of the Trust Estate consisting of funds already due and owing Bondholders and held for the benefit of the Bondholders pursuant to any other provisions of this Indenture, as to which such lien shall be subordinate to the lien created hereby for the benefit of the Bond Owners) for its reasonable extraordinary fees, charges and expenses incurred in enforcing the provisions of this Indenture or any other agreement referred to herein. Section 10.3 Instruments Upon Which Trustee May Rely. Except as otherwise provided in paragraph (b)hereof: (a) The Trustee may rely and shall be protected in acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. (b) Any notice, request, direction, election, order or demand of the City mentioned herein shall be sufficiently evidenced by an instrument signed in the name of the City by its Mayor or its City Clerk (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Corporate Authorities may be evidenced to the Trustee by a copy thereof certified by the City Clerk under the City seal. (c) The Trustee may consult with reputable counsel (who may but need not be counsel for the City) and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel. (d) Whenever in the administration of the trusts under this Indenture, the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by a certificate of the City; and such certificate of the City shall, in the absence of negligence or bad faith on the part of the Trustee, be full warranty to the Trustee for any action taken or suffered by it under the provisions of this Indenture upon the faith thereof. (e) The Trustee shall not be required to take notice or be deemed to have notice of any default hereunder (except failure by the City to cause to be made any of the payments to the Trustee required to be made by Article VII) unless a Responsible Officer of the Trustee shall be specifically notified in writing of such default by the City or by the holders of at least 25% in aggregate principal amount of all Bonds then outstanding and all notices or other instruments required by this Indenture to be delivered to the Trustee must, in order to be effective, be delivered at the Designated Corporate Trust Office of the Trustee, and in the absence of such notice so delivered the Trustee may conclusively assume there is no default except as aforesaid. 33 4812-8086-2739.6 (f) The Trustee shall have the right to accept and act upon instructions or directions pursuant to this Indenture sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods, provided, however, that the City shall provide to the Trustee an incumbency certificate listing designated persons with the authority to provide such instructions and containing specimen signatures of such designated persons, which incumbency certificate shall be amended whenever a person is to be added or deleted from the listing. If the City elects to give the Trustee e-mail or facsimile instructions (or instructions by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee's understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee's reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The City agrees: (i)to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting instructions to the Trustee and that there may be more secure methods of transmitting instructions than the method(s) selected by the City; and (iii) that the security procedures (if any) to be followed in connection with its transmission of instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances. Section 10.4 Trustee not Responsible for Recitals and Other Matters. The Trustee shall not be responsible in any manner whatsoever for the correctness of the recitals herein or in the Bonds (except the Trustee's certificate of authentication thereon), all of which are made by the City solely; and the Trustee shall not be responsible or accountable in any manner whatsoever for or with respect to the validity or execution or sufficiency of this Indenture, or of any indenture supplemental hereto, or of the Bond Ordinance or the Bonds, or the sufficiency of the taxes levied to pay the principal of and interest on the Bonds, or for the security afforded hereby or for the validity of any securities at any time held hereunder, and the Trustee makes no representation with respect thereto. The Trustee shall not be accountable for the use or application by the City of the proceeds of any Bonds authenticated and delivered hereunder, or for the use or application of any moneys paid over by the Trustee in accordance with any provision of this Indenture. Section 10.5 Trustee May Acquire Bonds. The Trustee and its officers and directors may acquire and hold, or become the pledgee of, Bonds and may otherwise deal with the City in the manner and to the same extent and with like effect as though it were not Trustee hereunder. Section 10.6 Qualification of Trustee. There shall at all times be a Trustee hereunder which shall be a corporation organized and doing business under the laws of the United States or any state thereof, authorized under such laws to exercise corporate trust powers, having or affiliated with an entity having a combined capital, surplus and undivided profits of at least $50,000,000, and subject to supervision or examination by federal or state authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purposes 34 4812-8086-2739.6 of this paragraph the combined capital, surplus and undivided profits of such corporation shall be deemed to be its combined capital, surplus and undivided profits as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this paragraph, the Trustee shall resign immediately in the manner and with the effect specified in Section 10.7. Section 10.7 Resignation or Removal of Trustee and Appointment of Successor. (a) The Trustee may at any time resign by giving written notice to the City and the Bondholders by first class mail to the names and addresses shown on the list maintained by the Bond Registrar. Upon receiving such notice of resignation, the City shall promptly appoint a successor Trustee by an instrument in writing executed by order of the City. If no successor Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee, or any Bondholder who has been a bona fide holder of a Bond or Bonds for at least six months may, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor Trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor Trustee. (b) In case at any time any of the following shall occur: (i) The Trustee shall cease to be eligible in accordance with the provisions of Section 10.6 and shall fail to resign after written request therefor by the City or by any Bondholder who has been a bona fide holder of a Bond or Bonds for at least six months, or (ii) The Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, the City may remove the Trustee and appoint a successor Trustee by an instrument in writing executed by order of the City or any Bondholder may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor Trustee. (c) The holders of a majority in aggregate principal amount of all the Bonds at the time outstanding may at any time remove the Trustee and appoint a successor Trustee by an instrument or concurrent instruments in writing signed by such Bondholders. Such successor Trustee shall be a corporation authorized under applicable laws to exercise corporate trust powers, may be incorporated under the laws of the United States or of any State within the United States. Such successor Trustee shall satisfy the minimum combined capital, surplus and undivided profits requirement set forth in Section 10.6. 35 4812-8086-2739.6 (d) The City, subject to the approval of the holders of a majority in aggregate principal amount of all the Bonds at the time outstanding, may at any time remove the Trustee and appoint a successor Trustee by an instrument in writing signed by the City and accompanied by an instrument or concurrent instruments in writing signed by such Bondholders approving such removal and appointment. (e) Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 10.7 shall become effective upon acceptance of appointment by the successor Trustee as provided in Section 10.8. Section 10.8 Concerning the Successor Trustee. Any successor Trustee appointed as provided in Section 10.7 shall execute, acknowledge and deliver to the City and to its predecessor Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations of its predecessor in the trusts hereunder, with like effect as if originally named as Trustee herein; but nevertheless on the written request of the City or the request of the successor Trustee, the Trustee ceasing to act shall execute and deliver an instrument transferring to such successor Trustee, upon the trusts herein expressed, all the rights, powers and trusts of the Trustee so ceasing to act. Upon request of any such successor Trustee, the City shall execute any and all instruments in writing more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and duties. Any Trustee ceasing to act shall nevertheless be entitled to receive the amounts due it as compensation, reimbursement, expenses and indemnity afforded to it by this Article X. No successor Trustee shall accept appointment as provided in this Section 10.8 unless at the time of such acceptance such successor Trustee shall be eligible under the provisions of Section 10.6. Upon the acceptance of appointment by a successor Trustee as provided in this Section 10.8, the City shall mail a copy of such notice to each person whose name appears as an owner of Bonds on the list maintained by the Bond Registrar. If the City fails to mail such notice within 10 days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the City. Any banking association or corporation into which the Trustee may be merged, converted or with which the Trustee may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any banking association or corporation to which all or substantially all of the corporate trust business of the Trustee shall be transferred, shall succeed to all the Trustee's rights, obligations and immunities hereunder without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. Section 10.9 Monthly Statements. The Trustee shall provide the Purchaser, the Consultant, and the City, or their designees, a monthly statement, commencing on 1, 2013, itemizing all moneys received by it and all payments made by it under this Indenture during the preceding monthly period and annual reports relating to the Funds and Accounts 36 4812-8086-2739.6 created under this Indenture and such other information relating to the Bonds and the Funds and Accounts maintained by the Trustee under this Indenture as the Purchaser, the Consultant and the City shall reasonably request. The Trustee shall also provide to each Beneficial Owner owning at least $1,000,000 in aggregate principal amount of the Bonds upon written request the following: (a) Copies of all notices given by the Trustee to, or requests for consent requested by the Trustee from, the Bondholders; (b) Notices or reports given by the City to the Trustee pursuant to this Indenture, including items to be delivered pursuant to Section 8.5 of this Indenture; (c) Any notice required to be given to the Beneficial Owners under this Indenture; (d) Copies of all amendments and supplements to this Indenture; and (e) The name and telephone number of the officer of the Trustee who will provide information required to be delivered pursuant to this Section 10.9, if different than the name and telephone number set forth in Section 13.2 hereof. ARTICLE XI SUPPLEMENTAL INDENTURES Section 11.1 Supplemental Indentures Not Requiring Consent of Bondholders. The City by the Corporate Authorities, and the Trustee from time to time and at any time, subject to the conditions and restrictions in this Indenture contained, may pass and accept an indenture or indentures supplemental hereto, which indenture or indentures thereafter shall form a part hereof, for any one or more of the following purposes: (a) To add to the covenants and agreements of the City in this Indenture contained, other covenants and agreements thereafter to be observed or to surrender, restrict or limit any right or power herein reserved to or conferred upon the City; (b) To grant to or confer upon the Trustee for the benefit of the owners of the Bonds any additional rights, remedies, powers, authority or security that may lawfully be granted to or conferred upon the owners or the Trustee; (c) To modify, amend or supplement this Indenture in such manner as to permit, if presented, the qualification of this Indenture under the Trust Indenture Act of 1939 or any similar federal statute then in effect or under any state blue sky law; and (d) To surrender any right, power or privilege reserved to or conferred upon the City by the terms of this Indenture, provided that the surrender of such right, 37 4812-8086-2739.6 power or privilege is not contrary to or inconsistent with the covenants and agreements of the City contained in this Indenture. Any supplemental indenture authorized by the provisions of this Section 11.1 may be executed by the City, by the Corporate Authorities, and by the Trustee without the consent of the registered owners of any of the Bonds at the time outstanding, but only upon receipt of an opinion of bond counsel if requested pursuant to the provisions of Section 11.6, notwithstanding any of the provisions of Section 11.2, but the Trustee shall not be obligated to accept any provision of such supplemental indenture to the extent that it affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Section 11.2 Supplemental Indentures Requiring Consent of Bondholders. With the consent (evidenced as provided herein) of the registered owners of not less than a majority in aggregate principal amount of the Bonds, respectively, at the time outstanding, but only upon receipt of an opinion of bond counsel if requested pursuant to the provisions of Section 11.6, the City, by the Corporate Authorities may pass, and the Trustee may accept from time to time and at any time an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this indenture or of any supplemental indenture; provided that no such modification or amendment shall extend the maturity or reduce the principal of or the interest rate on or otherwise alter or impair the obligation of the City to pay the principal, interest or redemption premium, if any, at the time and place and at the rate and in the currency provided therein of any Bond without the express consent of the registered owner of such Bond or permit the creation of a preference or priority of any Bond or Bonds over any other Bond or Bonds, or reduce the percentage of Bonds, respectively, required for the affirmative vote or written consent to an amendment or modification, or deprive the registered owners of the Bonds (except as aforesaid) of the right to payment of the Bonds, from the Special Taxes and the Foreclosure Proceeds without the consent of the registered owners of all the Bonds (as the case may be) then outstanding. Upon receipt by the Trustee of a certified copy of such Indenture and upon the filing with the Trustee of evidence of the consent of Bondholders as aforesaid, the Trustee shall accept such supplemental indenture, but the Trustee shall not be obligated to accept any provision of such supplemental indenture to the extent that it affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. It shall not be necessary for the consent of the Bondholders under this paragraph to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the passage by the City and the acceptance by the Trustee of any supplemental indenture pertaining to the Bonds pursuant to the provisions of this paragraph, the City shall mail a notice by first class mail to the Bondholders, setting forth in general terms the substance of such supplemental indenture, and that the supplemental indenture has been consented to by the requisite percentage of the Bondholders. Any failure of the City to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. 38 4812-8086-2739.6 Section 11.3 Supplemental Indenture to Modify this Indenture. Upon the execution of any supplemental indenture pursuant to the provisions of this Article XI, and upon receipt of the opinion of bond counsel if required by the provisions of Section 11.6, this Indenture shall be modified and amended in accordance therewith and the respective rights, duties and obligations under this Indenture of the City, the Trustee and all registered owners of Bonds, outstanding thereunder shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modification and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes. Section 11.4 Trustee May Rely pon Opinion of Counsel Re: Supplemental Indenture. The Trustee may receive an opinion of counsel as conclusive evidence that any supplemental indenture executed pursuant to the provisions of this Article XI complies with the requirements of this Article XI. Section 11.5 Notation. Bonds authenticated and delivered after the execution of any supplemental indenture pursuant to the provisions of this Article XI may bear a notation, in form approved by the Trustee, as to any matter provided for in such supplemental indenture, and if such supplemental indenture shall so provide, new Bonds, so modified as to conform, in the opinion of the Trustee and the Corporate Authorities, to any modification of this Indenture contained in any such supplemental indenture, may be prepared by the City, authenticated by the Trustee and delivered without cost to the registered owners of the Bonds then outstanding, upon surrender for cancellation of such Bonds in equal aggregate principal amounts. Section 11.6 Opinion of Bond Counsel. Prior to the adoption of a supplemental indenture executed pursuant to the provisions of this Article XI the Trustee shall give written notice by mail to the registered owners of all Bonds Outstanding at the addresses as set forth in the Register of the Bonds held by the Bond Registrar of the substance of the proposed supplemental indenture. If within 10 days of the Trustee's mailing such notice any registered owner of the Bonds requests that an opinion of bond counsel be delivered to the effect that such supplemental indenture will not adversely affect the exclusion from gross income of interest on the Bonds for federal income tax purposes, such supplemental indenture shall not become effective until such opinion has been delivered to the Trustee. ARTICLE XII DEFEASANCE Section 12.1 Defeasance. (a) If the City shall pay or cause to be paid, or there shall otherwise be paid, to the Bondholders of all Bonds the principal or redemption price, if applicable, and interest due or to become due thereon, at the times and in the manner stipulated therein and in this Indenture, then the pledge of the Trust Estate, and all covenants, agreements and other obligations of the City to the Bondholders, shall thereupon cease, terminate and become void and be discharged and satisfied. In such event, the Trustee shall cause an accounting for such period or periods as shall be requested by the City to be prepared and filed with the City and, upon the request of the 39 4812-8086-2739.6 City, shall execute and deliver to the City all such instruments as may be desirable to evidence such discharge and satisfaction, and the Trustee shall pay over or deliver to the City all moneys or securities held pursuant to this Indenture which are not required for the payment of principal or redemption price, if applicable, of and interest on the Bonds. If the City shall pay or cause to be paid, or there shall otherwise be paid, to the Bondholders of any outstanding Bonds the principal or redemption price and interest due or to become due thereon, at the times and in the manner stipulated therein and in this Indenture, such Bonds shall cease to be entitled to any lien, benefit or security under this Indenture, and all covenants, agreements and obligations of the City to the Bondholders of such Bonds shall thereupon cease, terminate and become void and be discharged and satisfied. (b) Bonds or interest installments for the payment or redemption of which moneys shall have been set aside and shall be held in trust by the Trustee (through deposit by the City of funds for such payment or redemption or otherwise) at the maturity or redemption date thereof shall be deemed to have been paid within the meaning and with the effect expressed in subsection (a) of this Section 12.1. In addition, any Outstanding Bonds shall, prior to the maturity or redemption date thereof, be deemed to have been paid within the meaning and with the effect expressed in subsection(a) of this Section 12.1 upon compliance with the provisions of subsection(c) of this Section 12.1. (c) Subject to the provisions of subsection (d) of this Section 12.1, any Outstanding Bonds shall, prior to the maturity or redemption date thereof, be deemed to have been paid within the meaning and with the effect expressed in subsection (a) of this Section 12.1 if. (i) in case any of said Bonds are to be redeemed on any date prior to their maturity, the City shall have given to the Trustee irrevocable instructions accepted in writing by the Trustee to give as provided in Section 4.5 notice of redemption of such Bonds on said date; (ii) there shall have been deposited with the Trustee either moneys in an amount which shall be sufficient or Defeasance Securities, the principal of and the interest on which when due will provide moneys which, together with the moneys, if any, deposited with the Trustee at the same time, shall be sufficient, without reinvestment, to pay when due the principal or redemption price, if applicable, and interest due and to become due on said Bonds on or prior to the redemption date or maturity date thereof, as the case may be; (iii) there shall have been delivered to the Trustee and the City a verification report of an independent certified accountant or a verifier satisfactory to the Trustee and the City as to the sufficiency of the funds and/or securities deposited with the Trustee for the payment, when due, of the principal or redemption price, if applicable, and interest due and to become due on said Bonds on or prior to the redemption date or maturity date thereof, as the case may be;; and 40 4812-8086-2739.6 (iv) in the event said Bonds do not mature, are not by their terms subject to redemption or, under the plan of refunding applicable thereto, are not to be redeemed, in each case, within the next succeeding ninety (90) days, the City shall have given the Trustee in form satisfactory to it irrevocable instructions to give, as soon as practicable, by first-class mail, postage prepaid, to the owners of such Bonds at their last addresses appearing on the books of the City kept at the office of the Bond Registrar a notice that the deposit required by (ii) above has been made with the Trustee and that said Bonds are deemed to have been paid in accordance with this Section 12.1 and stating such maturity or redemption date upon which moneys are to be available for the payment of the principal or redemption price, if applicable, on said Bonds. (d) Anything in this Indenture to the contrary notwithstanding, any moneys held in trust for the payment and discharge of any of the Bonds which remain unclaimed for one year after the date when such Bonds have become due and payable, either at their stated maturity dates or by call for earlier redemption shall be repaid to the City, as its absolute property and free from trust, and the Trustee shall thereupon be released and discharged, with respect thereto and the Bondholders shall look only to the City for the payment of such Bonds; provided, however, that before being required to make any such payment to the City, the Trustee shall, at the expense of the City, (i) give to the owners of such Bonds as to which any moneys remain unclaimed, by first class mail, postage prepaid, at the last address of such owners appearing on the books of the City kept at the office of the Bond Registrar and (ii) cause to be published one time in an Authorized Newspaper, a notice that said moneys remain unclaimed and that, after a date named in said notice, which date shall be not less than thirty (30) days after the date of the publication of such notice, the balance of such moneys then unclaimed will be returned to the City. (e) Upon the payment or defeasance of all outstanding Bonds as provided in this Article XII, and provided no refunding Bonds are outstanding which are secured by the Special Taxes, the Trustee and the City shall execute a Satisfaction of Tax Lien substantially in the form of Exhibit C hereto for all Parcels for which a satisfaction of tax lien has not previously been delivered and the City shall file or cause to be filed such Satisfaction of Tax Lien with the Recorder of Deeds of Kendall County, Illinois. ARTICLE XIII MISCELLANEOUS Section 13.1 Severability. If any provision of this Indenture shall be held or deemed to be illegal, inoperative or unenforceable under applicable law or interpreted in such manner as to be prohibited by or be held invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Indenture. Section 13.2 Notices. Except as otherwise provided in this Indenture, all notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed 41 4812-8086-2739.6 given when personally delivered or mailed by certified mail, postage prepaid, or when sent by telecopy(receipt confirmed by telephone) or telegram, addressed as follows: If to the City: United City of Yorkville 800 Game Farm Road Yorkville, Illinois 60560 Attention: Mayor Telephone: 630-553-4350 Telecopier: 630-553-7570 If to the Trustee: The Bank of New York Mellon Trust Company,N.A. 2 North LaSalle Street, Suite 1020 Chicago, Illinois 60602 Attention: Corporate Trust Department Telephone: 312-827-8528 Telecopier: 312-827-8522 If to the Purchaser: William Blair& Company, L.L.C. 222 West Adams Street Chicago, Illinois 60606 Attention: Peter J. Raphael Telephone: 312-364-8386 Telecopier: 312-236-0174 Section 13.3 Holidays. If any date for the payment of an amount hereunder or the taking of any other action required or permitted to be taken hereunder, is not a Business Day, then such payment shall be due, or such action shall or may be taken, as the case may be, on the first Business Day thereafter with the same force and effect as if done on the nominal date provided in this Indenture. Section 13.4 Execution of Counterparts. This Indenture may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 13.5 Applicable Law. This Indenture shall be governed by and construed in accordance with the internal laws of the State of Illinois. Section 13.6 Immunity of Officers, Employees, Elected Officials of the CitX. No recourse shall be had for the payment of the principal of or premium, if any, or interest on any of the Bonds or for any claim based thereon or upon any obligation, covenant or agreement contained in this Indenture or any agreement supplemental hereto, against any past, present or 42 4812-8086-2739.6 future mayor or other officer, director, member, employee, attorney or agent of the City, or any incorporator, officer, director, member, employee or agent of any successor corporation or body politic, as such, either directly or through the City or any successor corporation or body politic, 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 incorporators, officers, directors, members, employees or agents, as such, is hereby expressly waived and released as a condition of and consideration for the execution of this Indenture and the issuance of any of the Bonds. 43 4812-8086-2739.6 IN WITNESS WHEREOF, the United City of Yorkville, Illinois has caused these presents to be signed in its name and on its behalf by its Mayor and attested by its City Clerk and to evidence its acceptance of the trusts hereby created The Bank of New York Mellon Trust Company, N.A. has caused these presents to be signed in its name and on its behalf by its Authorized Officer and the same to be attested by its Authorized Officer, all as of the day and year first above written. UNITED CITY OF YORKVILLE, ILLINOIS By: Mayor Attest: By: City Clerk THE BANK OF NEW YORK MELLON TRUST COMPANY,N.A., as Trustee By: Authorized Officer Attest: By: Authorized Officer [Signature page to Trust Indenture] EXHIBIT A UNITED CITY OF YORKVILLE SPECIAL SERVICE AREA NUMBER 2003-100 4812-8086-2739.6 EXHIBIT B UNITED STATES OF AMERICA STATE OF ILLINOIS COUNTY OF KENDALL UNITED CITY OF YORKVILLE KENDALL COUNTY, ILLINOIS SPECIAL SERVICE AREA NUMBER 2003-100 SPECIAL TAX REFUNDING BOND SERIES 2013 (RAINTREE VILLAGE PROJECT) Bond No. Principal Amount: $ Date of Bond: , 2013 Interest Rate: % CUSIP: Date of Maturity: Registered Owner: Cede & Co. The United City of Yorkville, Kendall County, Illinois (the "C "), for value received, promises to pay to the Registered Owner specified above or registered assigns, upon presentation and surrender of this bond at the office of The Bank of New York Mellon Trust Company, Chicago, Illinois, as Trustee (the "Trustee") the Principal Amount of this bond specified above on the Date of Maturity specified above and to pay the Registered Owner of this bond interest on that sum at the Interest Rate per year specified above from the Date of Bond specified above to the Date of Maturity specified above, payable semiannually on March 1 and September 1, with the first Interest Payment Date being September 1, 2013. Interest shall be computed on the basis of a 360-day year of twelve 30-days months. Interest on this bond shall be payable on each Interest Payment Date by check or draft of the Trustee mailed to the person in whose name this bond is registered at the close of business on the 15th day of the month preceding such Interest Payment Date. During such time as this bond is registered so as to participate in a securities depository system with The Depository Trust Company ("DTC"), principal of and interest on this Bond shall be payable by wire transfer pursuant to instructions from DTC. The principal of, interest on and redemption premium on this bond are payable in lawful money of the United States of America. No interest shall accrue on this bond after its Date of Maturity unless this bond shall have been presented for payment at maturity and shall not then have been paid. This bond is one of an authorized issue of bonds in the aggregate principal amount of $ . This bond and the issue of which it is a part (together, the "Bonds") are issued pursuant to the provisions of the "Special Service Area Tax Law," 35 ILCS §200/27-5 et seq., as amended, and the provisions of the Local Government Debt Reform Act, 30 ILCS §350/1 et seq., as amended, and the principal of and interest on the Bonds are payable from special taxes (the "Special Taxes") levied on all taxable real property within the United City of Yorkville Special Service Area Number 2003-100 (the "Special Service Area")pursuant to a special tax roll. 4812-8086-2739.6 The Bonds are being issued for the purpose of refunding the City's Special Service Area Number 2003-100, Special Tax Bonds, Series 2003 (Raintree Village Project) (the "Prior Bonds") funding a deposit to a Reserve Fund and paying costs of issuance of the Bonds and the refunding of the Prior Bonds, all as more fully described in an ordinance adopted by the City Council of the City on ' 2013 (the "Bond Ordinance") and a Trust Indenture dated as of , 2013 between the City and the Trustee (the "Indenture"), to all the provisions of which the holder by the acceptance of this bond assents. Terms not otherwise defined herein shall have the meanings ascribed to such terms in the Indenture. The Bonds, together with the interest thereon, are limited obligations of the City, payable solely from the collection of the Special Taxes and other moneys deposited in certain Funds and Accounts established pursuant to the Indenture. For the prompt payment of the principal of and interest on this bond the Special Taxes are hereby irrevocably pledged. THE BONDS DO NOT CONSTITUTE GENERAL OBLIGATIONS OF THE CITY AND NEITHER THE FULL FAITH AND CREDIT NOR THE UNLIMITED TAXING POWER OF THE CITY SHALL BE PLEDGED AS SECURITY FOR THE PAYMENT OF THE BONDS. The Bonds are subject to mandatory sinking fund redemption and final payment at a price of par plus accrued interest, without premium, on March 1, of the years and in the amounts as follows: Year Amount 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 The City covenants that it will redeem the Bonds pursuant to the mandatory sinking fund redemption requirements for the Bonds to the extent amounts are on deposit in the Bond and Interest Fund. B-2 4812-8086-2739.6 The Bonds are also subject to optional redemption prior to maturity at the option of the City, in whole or in part, on any date on or after March 1, 2023, at a redemption price of 100% of the principal amount of the Bonds to be redeemed, plus accrued and unpaid interest to the date of redemption. Any optional redemption of Bonds shall be applied, to the extent possible, to reduce pro rata the amount required to be redeemed by mandatory sinking fund redemption pursuant to the Indenture, so as to maintain the proportion of principal maturing and subject to mandatory sinking fund redemption each year to the total original principal amount of Bonds as of the date of issuance. Pursuant to Section 4.3 of the Indenture, the Bonds are subject to mandatory redemption on any Interest Payment Date, in part, at a redemption price equal to the principal amount to be redeemed, together with accrued interest to the date fixed for redemption, without premium, from amounts in the Bond and Interest Fund consisting of the proceeds received by the City in connection with a condemnation of any of the special services or any other property owned by or dedicated to the City within the Special Service Area and allocable to the Bonds as determined by the Consultant and which proceeds are not used by the City to rebuild the Special Services. Pursuant to Section 4.3 of the Indenture, the Bonds are also subject to mandatory redemption, in part, on March 1, 2023 from amounts transferred from the Special Reserve Fund to the Special Redemption Account on such date in accordance with Section 7.3(a) at a redemption price of 100% of the principal amount to be redeemed plus accrued and unpaid interest to the date of redemption. Pursuant to Section 4.4 of the Indenture, the Bonds are also subject to mandatory redemption on any March 1, June 1, September 1 or December 1, in part, from amounts available for disbursement from the Special Redemption Account and from amounts transferred from the Special Reserve Fund and the Reserve Fund to the Special Redemption Account in connection with prepayments of the Special Taxes, at a redemption price expressed as a percentage of the principal amount of the Bonds to be redeemed, as set forth below, together with accrued interest on such Bonds to the date fixed for redemption: Redemption Dates Redemption Prices On or prior to February 28, 2022 102% March 1, 2022 through February 28, 2023 101% March 1, 2023 and thereafter 100% Any mandatory redemption of the Bonds in part pursuant to Section 4.3 or 4.4 of the Indenture shall be applied to reduce pro rata the amount of Bonds maturing and required to be redeemed by mandatory sinking fund redemption pursuant to the Indenture, so as to maintain the B-3 4812-8086-2739.6 proportion of principal maturing or subject to mandatory sinking fund redemption in each year to the total original principal amount of Bonds. If less than all the Bonds of any maturity are to be redeemed on any redemption date, the Bond Registrar named below will assign to each Bond of the maturity to be redeemed a distinctive number for each $1,000 of principal amount of that Bond. The Bond Registrar will then select by lot from the numbers so assigned, using such method as it shall deem proper in its discretion, as many numbers as, at $1,000 per number, shall equal the principal amount of Bonds of that maturity to be redeemed; provided that following any redemption, no Bonds shall be outstanding in an amount less than the minimum Authorized Denomination except as necessary to effect the mandatory sinking fund redemption of Bonds as provided in the Indenture. Notice of the redemption of any Bonds, which by their terms shall have become subject to redemption, will be given to the registered owner called for redemption in whole or in part not less than 15 or more than 60 days before any date established for redemption of Bonds, by the Bond Registrar, on behalf of the City, by registered or certified mail sent to the registered owner's last address, if any, appearing on the registration books kept by the Bond Registrar. All notices of redemption shall include at least the designation, date and maturities of Bonds called for redemption, CUSIP Numbers, if available, and the date of redemption. In the case of a Bond to be redeemed in part only, the notice will also specify the portion of the principal amount of the Bond to be redeemed. The mailing of the notice specified above to the registered owner of any Bond will be a condition precedent to the redemption of that Bond, provided that any notice which is mailed in accordance with the Indenture will be conclusively presumed to have been duly given whether or not the owner received that notice. The failure to mail notice to the owner of any Bond, or any defect in that notice, shall not affect the validity of the redemption of any other Bonds. Conditional notice of redemption may be given as provided in the Indenture. This bond is negotiable, subject to the following provisions for registration and registration of transfer. The City maintains books for the registration and registration of transfer of Bonds at the office of the Trustee, as Bond Registrar. This bond is fully registered on those books in the name of its owner, as to both principal and interest, and transfer of this bond may be registered on those books upon surrender of this bond to the Bond Registrar by the registered owner or his or her attorney duly authorized in writing together with a written instrument of transfer satisfactory to the Bond Registrar duly executed by the registered owner or his or her duly authorized attorney. Upon surrender of this bond for registration of transfer, a new bond or bonds in the same aggregate principal amount and of the same maturity will be issued to the transferee as provided in the Indenture. This bond may be exchanged, at the option of the Registered Owner, for an equal aggregate principal amount of bonds of the same maturity of any other Authorized Denominations, upon surrender of this bond at the office of the Bond Registrar with a written instrument of transfer satisfactory to the Bond Registrar duly executed by the Registered Owner or his or her duly authorized attorney. For every exchange or registration of transfer of this bond, the City or the Bond Registrar may make a charge sufficient to reimburse it for any tax, fee or other governmental charge, other than one imposed by the City, required to be paid with respect to that exchange or registration of B-4 4812-8086-2739.6 transfer, and payment of that charge by the person requesting exchange or registration of transfer shall be a condition precedent to that exchange or registration of transfer. No other charge may be made by the City or the Bond Registrar as a condition precedent to exchange or registration of transfer of this bond. The Bond Registrar shall not be required to exchange or register the transfer of any Bond following the close of business on the 15th day of the month preceding any Interest Payment Date on such Bond, nor to transfer or exchange any Bond after notice calling such Bond for redemption has been mailed, nor during a period of 15 days next preceding mailing of a notice of redemption of any Bonds. The City, the Trustee and the Bond Registrar may deem and treat the registered owner of this bond as its absolute owner, whether or not this bond is overdue, for the purpose of receiving payment of the principal of or interest on this bond and for all other purposes, and neither the City, the Bond Registrar nor the Trustee shall be affected by any notice to the contrary. Payment of the principal of and interest on this bond shall be made only to its registered owner, and all such payments shall be valid and effective to satisfy the obligation of the City on this bond to the extent of the amount paid. All conditions which by law must have existed or must have been fulfilled in the issuance of this bond existed and were fulfilled in compliance with law. Provision has been made for the levy, collection and segregation of the Special Taxes sufficient to pay and discharge the principal of this bond at maturity and to pay interest on this bond as it falls due. The issuance of the Bonds by the City will not cause the City to exceed or violate any applicable limitation or condition respecting the issuance of bonds imposed by the law of the State of Illinois or by any indenture, ordinance or resolution of the City. The Bonds are issued for purposes for which the City is authorized by law to issue bonds including but not limited to the payment of a portion of the costs of the special services to be provided to the Special Service Area, making deposits to a reserve fund, administrative expense fund and a capitalized interest account, and paying costs of the City in connection with the issuance of the Bonds. This bond shall not be valid for any purpose unless and until the certificate of authentication on this bond shall have been duly executed by the Trustee. B-5 4812-8086-2739.6 IN WITNESS WHEREOF, the United City of Yorkville, Kendall County, Illinois, by its Mayor and City Council, has caused this bond to be executed by the manual or facsimile signature of its Mayor and attested by the manual or facsimile signature of its City Clerk and has caused its corporate seal to be affixed to this bond (or a facsimile of its seal to be printed on this bond), all as of the Date of Bond specified above. UNITED CITY OF YORKVILLE, ILLINOIS By: Mayor (SEAL) ATTEST: City Clerk Date of Authentication: This bond is one of the bonds described in the Indenture authorizing the issuance of $ United City of Yorkville, Kendall County, Illinois Special Service Area Number 2003-100 Special Tax Refunding Bonds, Series 2013 (Raintree Village Project). THE BANK OF NEW YORK MELLON TRUST COMPANY, as trustee By: Authorized Signatory For Value Received, the undersigned sells, assigns and transfers to this bond and all rights and title under this bond, and irrevocably constitutes and appoints attorney to transfer this bond on the books kept for registration of this bond. Dated: B-6 4812-8086-2739.6 EXHIBIT C This Document was (The Above Space For Recorder's Use Only) prepared by and after recording return to: The Bank of New York Mellon Trust Company 2 North LaSalle Street, Suite 1020 Chicago, Illinois 60602 Attention: Corporate Trust Department SATISFACTION OF TAX LIEN The undersigned duly elected and acting Mayor of the United City of Yorkville, Kendall County, Illinois (the "City"), in consideration of the receipt of the sum of $ , hereby acknowledges and certifies that special taxes levied and to be extended in accordance with the Special Tax Roll approved by the City Council of the City pursuant to Ordinance No. 2003-54, adopted on August 12, 2003 (the "Establishing Ordinance") recorded on August 12, 2003 as Document Number 200300032746, are paid and the lien of such taxes satisfied with respect to the following lots in the City's Special Service Area Number 2003-100 (the "SSA") legally described on Exhibit A attached hereto: Lot PIN Address Subdivision The undersigned further certifies that pursuant to Section VI.F of the Special Tax Roll and Report attached to and incorporated in the Establishing Ordinance as Exhibit E (the "Special Tax Roll and Report"), upon payment of the prepayment amount as calculated pursuant to the Special Tax Roll and Report, the Special Taxes which were prepaid shall not be levied on the Parcel for which the prepayment was made. Pursuant to Section VI.E of the Special Tax Roll and Report, the City shall amend the Special Tax Roll each calendar year to reflect the Maximum Parcel Special Tax. Dated: UNITED CITY OF YORKVILLE By: Title: 4812-8086-2739.6 Approved by: DAVID TAUSSIG &ASSOCIATES, INC. By: Title: The Trustee hereby acknowledges receipt of the sum of$ THE BANK OF NEW YORK MELLON TRUST COMPANY, as trustee By: Title: C-2 4812-8086-2739.6 STATE OF ILLINOIS ) SS. COUNTY OF ) I, , a Notary Public in and for such County and State aforesaid, do hereby certify that , personally known to me to be the Mayor of the United City of Yorkville, Illinois, whose name is subscribed to the foregoing Satisfaction, appeared before me this day in person and acknowledged that as such officer he signed and delivered the foregoing Satisfaction as such officer of the United City of Yorkville, Illinois, as his free and voluntary act, and as the free and voluntary act and deed of such City, for the uses and purposes therein set forth. Given under my hand and notarial seal, this day of , Notary Public Commission expires: C-3 4812-8086-2739.6 EXHIBIT D CONTINUING DISCLOSURE AGREEMENT UNITED CITY OF YORKVILLE KENDALL COUNTY, ILLINOIS SPECIAL SERVICE AREA NUMBER 2003-100 SPECIAL TAX REFUNDING BONDS, SERIES 2013 (RAINTREE VILLAGE PROJECT) This Continuing Disclosure Agreement (the "Agreement") is executed and delivered by the United City of Yorkville, Kendall County, Illinois (the "City") and [David Taussig & Associates, Inc.] with its principal office at as Dissemination Agent (the "Dissemination Agent") in connection with the issuance by the City of$ aggregate principal amount of Special Service Area Number 2003-100 Special Tax Refunding Bonds, Series 2013 (Raintree Village Project) (the "Bonds"). The Bonds are being issued pursuant to a Trust Indenture dated as of May 1, 2013 between the City and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Indenture"). The City and the Dissemination Agent covenant and agree as follows: Section 1. Purpose of the Agreement. This Agreement is being executed and delivered by the City and the Dissemination Agent for the benefit of the holders and Beneficial Owners of the Bonds. Although the Bonds are exempt from the requirements of S.E.C. Rule 15c2-12(b)(5), the Participating Underwriter has requested that the City enter into this Agreement to provide certain information with respect to the Bonds for the benefit of the holders and Beneficial Owners of the Bonds. Section 2. Definitions. In addition to the definitions set forth in the Indenture, which apply to any capitalized term used in this Agreement unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: "Annual Report" shall mean any Annual Report provided by an Obligated Person pursuant to, and as described in, Sections 3 and 4 of this Agreement. "Beneficial Owner" shall mean any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal income tax purposes. "Disclosure Representative" shall mean the City Administrator or his or her designee, or such other officer or employee as the City shall designate in writing to the Dissemination Agent from time to time. "Dissemination Agent" shall mean initially [David Taussig & Associates, Inc.] or any successor Dissemination Agent appointed by the City pursuant to Section 7 of this Agreement to 4812-8086-2739.6 serve as Dissemination Agent and which has filed with the City a written acceptance of such designation. "EMMA" shall mean the Electronic Municipal Market Access system of the MSRB. As of the date of this Agreement, the EMMA Internet Web site address is http://www.emma.msrb.org. "Listed Events" shall mean any of the events listed in Section 5 of this Agreement. "MSRB" shall mean the Municipal Securities Rulemaking Board established in accordance with the provisions of Section 1513(b)(1) of the 1934 Act. As of the date of this Agreement, the address and telephone and telecopy numbers of the MSRB are as follows: Municipal Securities Rulemaking Board 1900 Duke Street, Suite 600 Alexandria, Virginia 22314 Tel: (703) 797-6600 Fax: (703) 797-6700 "1934 Act" shall mean the Securities Exchange Act of 1934, as amended. "Obligated Person" shall mean the City. "Participating Underwriter" shall mean any of the original underwriters of the Bonds. "Rule" shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the 1934 Act, as the same may be amended from time to time. Section 3. Provision of Annual Reports. (a) Within 210 days after the end of each fiscal year of the City (which currently ends ), commencing with the first fiscal year after the Rule becomes applicable to the Bonds, the City shall, or shall cause the Dissemination Agent to, provide to the MSRB, an Annual Report which is consistent with the requirements of Section 4 of this Agreement. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in Section 4 of this Agreement, provided that the audited financial statements of the City may be submitted separately from the balance of the Annual Report and later than the date required above for the filing of the Annual Report if they are not available by that date. If the City's fiscal year changes, it shall give notice of such change in the same manner as for a Listed Event under Section 5 of this Agreement. (b) Not later than ten (10) business days prior to the date required in subsection (a), the City shall provide the Annual Report to the Dissemination Agent. If the City is unable to provide to the MSRB an Annual Report by the date required in subsection (a), the Dissemination Agent shall send a notice to the MSRB in substantially the form attached as Exhibit B. D-2 4812-8086-2739.6 (c) The Dissemination Agent shall: (1) determine each year, prior to the date for providing the Annual Report the name and address of the MSRB, and (ii) file a report with the City certifying that the Annual Report has been provided pursuant to this Agreement, stating the date it was provided to the MSRB as described in Section 13. Section 4. Content of Annual Reports. The City's Annual Report shall contain or incorporate by reference the following items: (a) The City's audited financial statements for the prior fiscal year, prepared in accordance with generally accepted auditing standards and the standards for financial audits contained in Government Auditing Standards (1988 Revision), issued by the Comptroller General of the United States. The City may from time to time, in order to comply with federal or State legal requirements, modify the basis upon which its financial statements are prepared. Notice of any such modification shall be provided to the MSRB and shall include a reference to the specific federal or State law or regulation describing such accounting basis. If the City's audited financial statements are not available by the time the Annual Report is required to be filed pursuant to Section 3.(a), the Annual Report shall contain unaudited financial statements and the audited financial statements shall be filed in the same manner as the Annual Report when they become available. If a change is made to the basis on which financial statements are prepared, the annual financial information for the year in which the change is made shall present a comparison between the financial statements or information prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. Such comparison shall include a qualitative and, to the extent reasonably feasible, quantitative discussion of the differences in the accounting principles and the impact of the change in the accounting principles on the presentation of the financial information. (b) The Annual Report shall include a copy of the annual report prepared by the Consultant pursuant to Task 3 of Exhibit A to the Administrative Services Agreement showing the Special Taxes received, all disbursements from the Funds and Accounts administered by the Indenture, including the balances in all Funds and Accounts relating to the Bonds and the Special Services as of the end of such fiscal year, the collection of taxes, delinquencies, tax sales and foreclosures. Any or all of the items listed above may be incorporated by specific reference to other documents, including official statements of debt issues of the City or related public entities, which have been submitted to the MSRB or the Securities and Exchange Commission. If the document incorporated by reference is a final official statement, it must be available from the MSRB. The City shall clearly identify each such other document so incorporated by reference. D-3 4812-8086-2739.6 Section 5. Reporting of Significant Events. (a) Pursuant to the provision of this Section 5, the Obligated Person shall give, or cause to be given by the Dissemination Agent, notice of the occurrence of any of the following events with respect to the Bonds, in a timely manner not in excess of ten (10)business days after the occurrence of the event and in accordance with the Rule: (1) Principal and interest payment delinquencies; (2) Non-payment related defaults, if material; (3) Unscheduled draws on debt service reserves reflecting financial difficulties; (4) Unscheduled draws on credit enhancement reflecting financial difficulties; (5) Substitution of credit or liquidity providers, or their failure to perform; (6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determination 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 materials events affecting the tax status of the security; (7) Modification to rights of security holders, if material; (8) Bond calls, if material; (9) Defeasances; (10) Release, substitution, or sale of property securing repayment of the securities, if material; (11) Rating changes; (12) Tender offers; (13) Bankruptcy, insolvency, receivership or similar event of the Obligated Person; (14) The consummation of a merger, consolidation, or acquisition involving an obligated person or the sale of all or substantially all of the assets of the obligated person, 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; and D-4 4812-8086-2739.6 (15) Appointment of a successor or additional trustee or the change of name of a trustee, if material. (a) The parties hereto agree a release of the lien of the Special Tax upon a prepayment of the Special Tax that complies with the terms of the Indenture need not be reported separately pursuant to clause (10) above but may be reported as part of the redemption notice provided pursuant to clause (8) above. (b) Whenever the City obtains knowledge of the occurrence of a Listed Event described in subsection (a)(2), (7), (8), (10), (14) or (15), the City shall as soon as possible determine if such event would be material under applicable federal securities laws. The City covenants that its determination of materiality will be made in conformance with federal securities laws. (c) If the City determines that (i) a Listed Event described in subsection (a)(1), (3), (4), (5), (6), (9), (11), (12) or (13) has occurred or (ii) the occurrence of a Listed Event described in subsection (a)(2), (7), (8), (10), (14) or (15) would be material under applicable federal securities law, the City shall notify the Dissemination Agent and cause a notice of such occurrence to be filed with the MSRB within ten (10) business days of the occurrence of the Listed Event. In connection with providing a notice of the occurrence of a Listed Event described in subsection (a)(9), the City shall include in the notice explicit disclosure as to whether the Bonds have been escrowed to maturity or escrowed to call, as well as appropriate disclosure of the timing of maturity or call. (d) In connection with providing a notice of the occurrence of a Listed Event, the Dissemination Agent, solely in its capacity as such, is not obligated or responsible under this Agreement to determine the sufficiency of the content of the notice for purposes of the Rule or any other state or federal securities law, rule, regulation or administrative order. (e) If the Dissemination Agent has been instructed by the City to report the occurrence of a Listed Event, the Dissemination Agent shall file a notice of such occurrence with the MSRB. Section 6. Termination of Reporting Obli ag tion. The Obligated Person's obligations under this Agreement shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds. If such termination occurs prior to the final maturity of the Bonds, the Obligated Person shall give notice of such termination in the same manner as for a Listed Event under Section 5. Section 7. Dissemination Agent. The Obligated Person 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. The Dissemination Agent shall not be responsible in any manner for the content of any notice or report prepared by an Obligated Person pursuant to this Agreement. D-5 4812-8086-2739.6 Section 8. Amendment; Waiver. Notwithstanding any other provision of this Agreement, the Obligated Person and the Dissemination Agent may amend this Agreement (and the Dissemination Agent shall agree to any amendment so requested by the Obligated Person), and any provision of this Agreement may be waived, provided that the following conditions are satisfied: (a) If the amendment or waiver relates to the provisions of Sections 3(a), 4, or 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of an Obligated Person with respect to the Bonds; (b) The undertaking, as amended or taking into account such waiver, would not in the opinion of nationally recognized bond counsel or counsel expert in federal securities law in and of itself cause the undertakings therein to violate the Rule, taking into account any subsequent change in or official interpretation of the Rule. In the event of any amendment or waiver of a provision of this Agreement, the Obligated Person shall describe such amendment in the next Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the Obligated Person. Section 9. Additional Information. Nothing in this Agreement shall be deemed to prevent the Obligated Person 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 Report or notice of occurrence of a Listed Event, in addition to that which is required by this Agreement. If the Obligated Person chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Agreement, the Obligated Person shall have no obligation under this Agreement to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. Section 10. Default. If the Obligated Person or the Dissemination Agent fails to comply with any provision of this Agreement, the Dissemination Agent or any holder or Beneficial Owner of Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Obligated Person or the Dissemination Agent to comply with its obligations under this Agreement. A default under this Agreement shall not be deemed a default under the Indenture or the Bonds and the sole remedy under this Agreement in the event of any failure of the Obligated Person or the Dissemination Agent to comply with this Agreement shall be an action to compel performance. Section 11. Duties, Immunities and Liabilities of Dissemination Agent. The Dissemination Agent shall have only such duties as are specifically set forth in this Agreement and the Obligated Person, to the extent permitted by law, agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may occur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys fees) of D-6 4812-8086-2739.6 defending against any claim of liability, but excluding liabilities due to the Dissemination Agent's negligence or willful misconduct. The obligations of the Obligated Person under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds. Section 12. Beneficiaries. This Agreement shall inure solely to the benefit of the Obligated Person, the Dissemination Agent, the Participating Underwriter and the holders and Beneficial Owners of the Bonds, and shall create no rights in any other person or entity. Section 13. Mandatory Electronic Filing- with EMMA. All filings with the MSRB under this Agreement shall be made by electronically transmitting such filings through the EMMA Dataport at http://www.emma.msrb.org as provided by the amendments to the Rule adopted by the SEC in Securities Exchange Act Release No. 59062 on December 5, 2008. Section 14. Governing Law. This Agreement shall be construed and interpreted in accordance with the laws of the State of Illinois, and any suits and actions arising out of this Disclosure Agreement shall be instituted in a court of competent jurisdiction in the State of Illinois. Notwithstanding the foregoing, to the extent this Agreement addresses matters of federal securities laws, including the Rule, this Agreement shall be construed and interpreted in accordance with such federal securities law and official interpretations thereof. Section 15. Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but such counterparts shall together constitute but one and the same instrument. [The rest of this page is intentionally left blank.] D-7 4812-8086-2739.6 Date: May_, 2013. UNITED CITY OF YORKVILLE By: Title: [DAVID TAUSSIG &ASSOCIATES, INC.], as Dissemination Agent By: Title: D-8 4812-8086-2739.6 Draft 4 04/17/13 United City of Yorkville Kendall County,Illinois Special Service Area Number 2003-100 Special Tax Refunding Bonds, Series 2013 (Raintree Village Project) BOND PURCHASE AGREEMENT April_, 2013 United City of Yorkville, Illinois 800 Game Farm Road Yorkville, Illinois 60560 Ladies and Gentlemen: The undersigned, William Blair & Company LLC (the "Purchaser"), offers to enter into the following agreement (this "Contract")with the United City of Yorkville, Illinois (the "City"), which upon acceptance by the City will be binding upon each of the City and the Purchaser. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Indenture (as hereinafter defined) and the Limited Offering Memorandum (as hereinafter defined). This offer is made subject to acceptance by the City on or before 1:00 P.M., Chicago time, on the date hereof, and, if not so accepted, will be subject to withdrawal by the Purchaser upon notice delivered to the City at the address set forth above at any time prior to the acceptance hereof by the City. This offer is also subject to the following provisions: 1. Definitions. For purposes of this Contract, the following terms have the meanings specified in this section, unless another meaning is plainly intended: (A) "Act" means the Special Service Area Tax Law of the State of Illinois, 35 ILCS 200/27-5 et seq., as amended. (B) "Ancillary Documents" means the Bond Ordinance, the Indenture, the Tax Compliance Certificate and Agreement, the Limited Offering Memorandum, the Continuing Disclosure Agreement, the Administrative Services Agreement and all other agreements and certificates executed and delivered in connection with the issuance and sale of the Bonds. (C) "Area" means the United City of Yorkville Special Service Area Number 2003-100 created pursuant to the Establishing Ordinance. (D) "Bond Ordinance" means Ordinance No. 2013-_ adopted by the corporate authorities of the City on April_, 2013 relating to the Bonds. (E) "Bonds" means the interest-bearing, tax exempt obligations issued by the City pursuant to the Bond Ordinance and called the United City of Yorkville, Kendall County, Illinois, Special Service Area Number 2003-100 Special Tax Refunding Bonds, Series 2013 (Raintree Village Project) in the aggregate principal amount of$ (F) "Business Day" means any day other than a Saturday, Sunday, legal holiday or a day on which banking institutions are required or authorized by law to be closed in the City of Chicago or the State of Illinois or a day on which the New York Stock Exchange is closed. (G) "City"means the United City of Yorkville, Kendall County, Illinois. (H) "Closing" means the Closing as defined in Section 2(B) herein held on the Closing Date. (I) "Closing Date" means 2013 or such earlier or later date as the City and the Purchaser shall mutually agree upon, and refers to the date on which the transaction by which the City causes the Trustee to deliver the Bonds to the Purchaser and the Bonds are paid for by the Purchaser pursuant to this Contract. (J) "Code"means the Internal Revenue Code of 1986, as amended. (K) "Continuing Disclosure Agreement" means the Continuing Disclosure Agreement by and between the City and David Taussig & Associates, as Dissemination Agent, dated the date of the Closing Date. (L) "Contract'means this Bond Purchase Agreement. (M) "Establishing Ordinance" means Ordinance No. 54 adopted by the corporate authorities of the City on August 12, 2003, establishing the United City of Yorkville, Illinois Special Service Area Number 2003-100. (N) "Governmental Body" means any federal, state, municipal, or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign. (0) "Indenture" means the Trust Indenture dated as of 1, 2013 between the City and the Trustee and any amendments and supplements thereto, pursuant to which the Bonds will be issued. (P) "Limited Offering Memorandum" means the Limited Offering Memorandum of the City (including each Appendix thereto) relating to the Bonds dated April_, 2013. (Q) "Pledged Funds" means the Special Taxes and the moneys and funds pledged to the payment of the Bonds pursuant to the Bond Ordinance and Indenture. 2 (R) "Preliminary Limited Offering Memorandum" means the Preliminary Limited Offering Memorandum of the City (including each Appendix thereto) relating to the Bonds dated April_, 2013. (S) "Purchaser"means William Blair& Company LLC. (T) "Tax Compliance Certificate and Agreement" means the Tax Compliance Certificate and Agreement dated the Closing Date, executed by the City and the Trustee in connection with the Bonds. (U) "Trustee"means The Bank of New York Mellon Trust Company, N.A., as Trustee under the Bond Ordinance. 2. Purchase and Sale of the Bonds. (A) Sale of Bonds. Upon the terms and conditions and upon the basis of the representations, warranties and agreements herein, the Purchaser hereby agrees to purchase from the City for a limited offering, and the City hereby agrees to sell to the Purchaser for such purpose, all, but not less than all, of the $ , aggregate principal amount of Bonds, at a purchase price equal to $ , which reflects an Underwriter's discount of $ The Bonds shall be due on March 1, 2033, and shall bear interest at the rate of %. The Bonds shall be issued pursuant to the Bond Ordinance. The Bonds shall be dated, shall mature and be subject to mandatory and optional redemption on such dates and in such amounts, shall bear interest at such rates, shall be offered at the initial offering prices and shall be subject to such other terms and conditions, all as described in the Limited Offering Memorandum and the Bond Ordinance and the Indenture. (B) Closing. The purchase and sale of the Bonds shall take place on the Closing Date at the offices of Foley & Lardner LLP, Chicago, Illinois. At the Closing, as defined below, the Purchaser will accept the delivery of the Bonds duly executed by the City, together with other documents herein mentioned, and will make payment therefor as provided herein by immediately available funds payable to the order of the Trustee for the account of the City. The payment for the Bonds and delivery of the Bonds, as herein described, is herein called the "Closing." 3. City's Pre-Closing Deliveries. (A) Prior to the Closing Date, the City shall have delivered or caused to be delivered to the Purchaser an executed copy of the Limited Offering Memorandum, executed on behalf of the City by its City Mayor. (B) Prior to the Closing Date, the City shall have delivered or caused to be delivered to the Purchaser a certified copy of the Establishing Ordinance, the Bond Ordinance, and such other ordinances of the City which shall include the authorization of the execution, delivery and performance of this Contract, the Bonds and the other Ancillary Documents to 3 which the City is a party, among other things, together with such reasonable number of copies of each of the foregoing as the Purchaser shall request. (C) The City hereby authorizes any and all of the material described above in Subsections A and B of this Section 3 and the Ancillary Documents, the information contained in the Limited Offering Memorandum and the Bond Ordinance and all other instruments, documents and agreements delivered pursuant to Section 8 of this Contract or in connection with the transactions contemplated hereby, for use in connection with the offering and sale of the Bonds. The City hereby ratifies, approves, and consents to the use and distribution by the Purchaser, prior to the date hereof, of the Preliminary Limited Offering Memorandum and, after the date hereof, of the Limited Offering Memorandum in connection with the offering of the Bonds. The City hereby agrees to furnish such information, execute such instruments and take such other action at the expense of and in cooperation with the Purchaser as the Purchaser may deem reasonably necessary in order to qualify the Bonds for offering and sale under the "Blue Sky" or other securities laws and regulations of such states and other jurisdictions of the United States as the Purchaser may designate; provided, however, that the City shall not be required to execute a special or general consent to service of process or qualify as a foreign corporation in connection with any such qualification in any jurisdiction. 4. Representations and Warranties of the CitX. The City represents and warrants to and agrees with the Purchaser that: (A) City. The City is a non-home rule unit, municipal corporation duly organized and validly existing and is in good standing under the laws and the Constitution of the State of Illinois. The City is authorized and empowered by the Act and the Bond Ordinance and such other ordinances of the City as have been duly adopted by the City, to enter into the transactions contemplated by this Contract, the Bond Ordinance, the Limited Offering Memorandum, and the Ancillary Documents to which the City is or is to be a party. The adoption of each of the Bond Ordinance and the Establishing Ordinance and the execution, delivery and performance by the City of this Contract, the Ancillary Documents to which the City is or is to be a party and the issuance of the Bonds are within the legal right, power and authority of the City, have been duly and validly authorized by all necessary proceedings of the City, and such execution, delivery and performance by the City as of the date of this Contract and as of the Closing Date do not and will not contravene, or constitute a breach of or default (with due notice or the passage of time or both) under, any provision of law, ordinance or regulation applicable to the City, or any provision of the municipal code or other rules and procedures of the City, or any judgment, order, decree, agreement or instrument binding on it or, except as described in the Limited Offering Memorandum, result in the creation of any lien or other encumbrance on any asset of the City. This Contract and the Bond Ordinance each constitute, and the Ancillary Documents to which the City is or is to be a party, when executed and delivered by the City and any other parties thereto, will constitute valid and binding agreements of the City enforceable against the City in accordance with their respective terms, except to the extent limited by bankruptcy, reorganization, or other similar laws affecting creditors' rights generally and by the availability of equitable remedies, and the Bonds, when issued and delivered by the City in accordance with this Contract and the Bond Ordinance will have been duly authorized and issued and will constitute valid and binding obligations of the 4 City enforceable against the City in accordance with their terms, except to the extent limited by bankruptcy, reorganization, or other similar laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies. When delivered to and paid for by the Purchaser at the Closing in accordance with the provisions of this Contract, the Bonds will conform in all material respects to the description thereof contained in the Limited Offering Memorandum. (B) Use of Proceeds. The City will not take or omit to take any action which will in any way cause or result in the proceeds from the sale of the Bonds being applied other than as provided in the Bond Ordinance and as described in the Limited Offering Memorandum. Such proceeds will not be used by the City in a manner that would cause the Bonds to be "arbitrage bonds" within the meaning of the Code, or any successor thereto, and the applicable regulations promulgated or proposed thereunder. (C) Governmental Authorization. All authorizations, consents and approvals of any Governmental Body required in connection with the execution and delivery by the City of, or in connection with the performance by the City of its obligations under, the Bonds, the Bond Ordinance, the Establishing Ordinance, this Contract, or the Ancillary Documents to which the City is or is to be a party, have been obtained and are in full force and effect, or will be obtained prior to Closing and will be in full force and effect as of the Closing Date. (D) Limited Offering Memorandum. The descriptions and information contained in the Limited Offering Memorandum under the captions "INTRODUCTORY STATEMENT," "THE BONDS" (other than information under the sub-caption "— Book-Entry Only System"), "PLAN OF FINANCE," "SECURITY AND SOURCE OF PAYMENT FOR THE BONDS" (other than information under the sub-caption "— Value to Lien Ratio" and information in the fourth and fifth paragraphs under the subcaption "— Tax Assessment, Collection and Representative Property Taxes"), "THE CITY," "THE SPECIAL SERVICE AREA AND THE SPECIAL TAXES," "LEGAL OPINIONS," "CONTINUING INFORMATION," "NO LITIGATION," "NO RATING" and "AUTHORIZATION" and in Appendix A thereto (collectively, the "City Information") are, and as of the date of the Closing, will be, true and correct in all material respects and such descriptions and information in the Limited Offering Memorandum, as of its date and as of the Closing Date will not contain an untrue, incorrect or misleading statement of a material fact; and such descriptions and information in the Limited Offering Memorandum do not, as of its date and as of the Closing Date will not omit to state a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (E) No Liens or Encumbrances. Other than as specifically set forth in the Limited Offering Memorandum, there are no existing liens, claims, charges or encumbrances on or rights to any funds, revenues or interests pledged pursuant to the Bond Ordinance which are senior to, or on a parity with, the claims of the holders of the Bonds. Other than as specifically disclosed in the Limited Offering Memorandum, the City has not entered into any contract or arrangements of any kind, and there is no existing, pending, threatened, or anticipated event or circumstance that might give rise to any lien, claim, charge or encumbrance on or right to the assets, properties, funds, or interests pledged pursuant to the Bond Ordinance which would be prior to, or on a parity with, the claims of the holders of the Bonds. The City is lawfully entitled 5 to receive, pledge and assign all amounts or revenues which have been pledged or assigned as security for the payment of the principal of and interest on the Bonds. (F) No Litigation. Except as described in the Limited Offering Memorandum, as of the date of this Contract and as of the Closing Date (i) there is no action, suit, proceeding or investigation, at law or in equity, before or by any court or any governmental agency or public board or body, pending against the City or, to the knowledge of the City, threatened against the City, to restrain or enjoin, or threatening or seeking to restrain or enjoin, the issuance, sale or delivery of the Bonds or the delivery by the City of any of the Ancillary Documents to which the City is a party, or the collection of Pledged Funds, or in any way contesting or affecting the validity of the Bonds, or any of the Ancillary Documents to which the City is a party, or in any way questioning or affecting (w) the proceedings under which the Bonds are to be issued, (x) the validity or enforceability of any provision of the Bonds, the Bond Ordinance, the Establishing Ordinance or this Contract, (y) the authority of the City to collect the Pledged Funds, or to perform its obligations hereunder or with respect to the Bonds, or to consummate any of the transactions set forth in the Ancillary Documents to which it is or is to be a party as contemplated hereby or by the Bond Ordinance, or the Limited Offering Memorandum, (z) the legal existence of the City, or the title of its Mayor, Aldermen or officers to their offices, and (ii) there is no action, suit, proceeding or investigation, at law or in equity, before or by any court or any governmental agency or public board or body, pending against the City or, to the knowledge of the City, threatened against the City, involving any of the property or assets within the City which may result in any material adverse change in the Pledged Funds, assets or the financial condition of the City. (G) Certificates. Any certificate signed by an authorized officer of the City and delivered to the Purchaser and/or the Trustee shall be deemed a representation and covenant by the City to the Purchaser and/or the Trustee as to the statements made therein. (H) The Ordinances. Each of the Bond Ordinance and the Establishing Ordinance is in full force and effect, and has not been amended, modified,revoked or repealed. 5. Reserved. 6. Representations, Warranties and Agreements of the Purchaser. (A) Limited Offering. The Purchaser agrees to make a limited offering of the Bonds to a limited number of institutional investors at a price not in excess of the offering price set forth on the cover page of the Limited Offering Memorandum; such limited offering shall meet requirements for exemption from registration under applicable federal and state securities laws. In connection with the foregoing the City acknowledges and agrees that: (i) The City has received and reviewed the disclosure letter dated March 8, 2013 that is required by the Municipal Securities Rulemaking Board ("MSRB") Rule G-17 as set forth in MSRB Notice 2012-25 (May 7, 2012); and (ii) (a) the purchase and sale of the Bonds pursuant to this Contract is an arm's length commercial transaction between the City and the Purchaser; (b) in connection with the purchase and sale of the Bonds and with the discussions, 6 undertakings and procedures leading up to the consummation of such transaction, the Purchaser is and has been acting solely as a principal and is not acting as an agent, advisor or fiduciary of the City; and (c) the City has consulted its own legal, financial and other advisors to the extent it has deemed appropriate. (B) Limited Offering Memorandum. The descriptions and information contained in the Limited Offering Memorandum under the caption "UNDERWRITING" and the first two grammatical sentences under the caption "LIMITED OFFERING" are, and as of the date of the Closing will be, true and correct in all material respects and such descriptions and information in the Limited Offering Memorandum, as of its date and as of the Closing Date, will not contain an untrue, incorrect or misleading statement of a material fact; and such descriptions and information in the Limited Offering Memorandum do not, as of its date and as of the Closing Date will not omit to state a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. 7. Termination of the Purchase Contract. The Purchaser shall have the right to cancel Purchaser's obligations to purchase the Bonds, if, between the date hereof and the date of Closing, (i) legislation shall be enacted, or actively considered for enactment, by the Congress or recommended by the President of the United States to the Congress for passage, or favorably reported for passage to either House of the Congress by any committee of such House to which such legislation has been referred for consideration, a decision by a court of the United States or the United States Tax Court shall be rendered, or a ruling, regulation or official statement by or on behalf of the Treasury Department of the United States, the Internal Revenue Service or other agency or department of the United States shall be made or proposed to be made which has the purpose or effect, directly or indirectly, of imposing federal income taxes upon interest on the Bonds; (ii) any other action or event shall have transpired which has the purpose or effect, directly or indirectly, of materially adversely affecting the federal income tax consequences of any of the transactions contemplated in connection herewith or contemplated by the Limited Offering Memorandum, or, in the reasonable opinion of the Purchaser, such action or event pertaining to the federal income tax consequences referenced above materially adversely affects the market for the Bonds or the sale, at the contemplated offering price, by the Purchaser of the Bonds; (iii) legislation shall be enacted, or actively considered for enactment by the Congress, with an effective date on or prior to the date of Closing, or a decision by a court of the United States shall be rendered, or a ruling or regulation by the Securities and Exchange Commission or other governmental agency having jurisdiction over the subject matter shall be made, the effect of which is that (A) the Bonds are not exempt from the registration, qualification or other requirements of the Securities Act of 1933, as amended and as then in effect, or the Securities Exchange Act of 1934, as amended and as then in effect, or (B) the Indenture is not exempt from the registration, qualification or other requirements of the Trust Indenture Act of 1939, as amended and as then in effect; (iv) a stop order, ruling or regulation by the Securities and Exchange Commission shall be issued or made, the effect of which is that the issuance, offering or sale of the Bonds, as contemplated herein and in the Limited Offering Memorandum, is in violation of any provision of the Securities Act of 1933, as amended and as then in effect, the Securities Exchange Act of 1934, as amended and as then in effect, or the Trust Indenture Act of 1939, as amended and as then in effect; (v) there shall occur any event which in the reasonable judgment of the Purchaser either(A) makes untrue, 7 incorrect or misleading in any material respect any statement or information contained in the Limited Offering Memorandum or (B) is not reflected in the Limited Offering Memorandum but should be reflected therein in order to make the statements and information contained therein not misleading in any material respect and, in either such event, the City refuses to permit the Limited Offering Memorandum to be supplemented to correct or supply such statement or information, or the effect of the Limited Offering Memorandum as so corrected or supplemented is such as, in the reasonable judgment of the Purchaser, would materially adversely affect the market for the Bonds or the sale, at the contemplated offering price, by the Purchaser of the Bonds; (vi) there shall occur any outbreak of hostilities or any regional, national or international calamity or crisis or a financial crisis and the effect is such as, in the reasonable judgment of the Purchaser, would materially adversely affect the market for or the marketability of the Bonds or obligations of the general character of the Bonds; (vii) a general suspension of trading on the New York Stock Exchange is in force; (viii) a general banking moratorium is declared by federal or state authorities; (ix) there occurs any material adverse change in the affairs, operations or financial conditions of the City, except as set forth or contemplated in the Limited Offering Memorandum; (x) the Limited Offering Memorandum is not executed, approved and delivered in accordance with Section 3 above; (xi) in the reasonable judgment of the Purchaser, the market price of the Bonds, or the market price generally of obligations of the general character of the Bonds, might be adversely affected because: (A) additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange, or (B) the New York Stock Exchange or other national securities exchange, or any governmental authority, shall impose, as to the Bonds or similar obligations, any material restrictions not now in force, or increase materially those now in force, with respect to the extension of credit by, or the charge to the net capital requirements of, underwriters; (xii) a war involving the United States of America shall have been declared, or any conflict involving the armed forces of any country shall have escalated, or any other international, national or regional emergency relating to or affecting the effective operation of government or the financial community shall have occurred, which, in the reasonable judgment of the Purchaser,materially adversely affects the market for the Bonds or of obligations of the general character of the Bonds; (xiii) any litigation shall be instituted, pending or threatened to restrain or enjoin the issuance, sale or delivery of the Bonds or in any way protesting or affecting any authority for or the validity of the Bonds, the Bond Ordinance, the existence or powers of the City, or any event described or contemplated by the Limited Offering Memorandum; (xiv) there shall have occurred a default with respect to the debt obligations of, or the institution of proceedings under any federal bankruptcy laws by or against, any state of the United States or any city or political subdivision of any state, the effect of which, in the reasonable judgment of the Purchaser, would materially adversely affect the ability of the Purchaser to market the Bonds. 8. Conditions of Closing. The Purchaser's obligation to purchase the Bonds under this Contract is subject to the performance by the City of its obligations hereunder at and prior to the Closing Date, to the accuracy, in the reasonable discretion of the Purchaser, of the representations and warranties of the City contained herein as of the Closing Date, and, in the reasonable discretion of the Purchaser, to the following conditions, including the delivery of such documents as are 8 enumerated herein in form and substance satisfactory to the Purchaser and its counsel as of the Closing Date: (A) Ordinances in Effect and City in Compliance Therewith. At the time of the Closing (i) each of the Bond Ordinance and the Establishing Ordinance shall be in full force and effect, and shall not have been amended, modified or supplemented since the date hereof, except as may have been agreed to in writing by the Purchaser, and the City shall have duly adopted and there shall be in full force and effect such additional ordinances or agreements as shall be, in the opinion of Bond Counsel, necessary in connection with the transactions contemplated hereby and (ii) the City shall perform or have performed all of its obligations required under or specified in this Contract with regard to the Bonds or the Bond Ordinance to be performed at, simultaneously with or prior to the Closing. (B) Opinions of Bond Counsel. The Purchaser shall have received an unqualified approving legal opinion substantially in the form of Appendix C to the Limited Offering Memorandum and a supplemental legal opinion substantially in the form of Exhibit A hereto, each dated the Closing Date, addressed to the Purchaser and the Trustee, from Foley & Lardner LLP, Bond Counsel, satisfactory to the Purchaser in its reasonable discretion. (C) Opinion of Purchaser's Counsel. The Purchaser shall have received an opinion dated the Closing Date, addressed to the Purchaser, from Burke Burns & Pinelli, Ltd., satisfactory to the Purchaser in its reasonable discretion. (D) Opinion of Counsel to the CitX. The Purchaser shall have received a favorable opinion dated the Closing Date, addressed to the Purchaser, Bond Counsel and the Trustee, from Kathleen Field Orr & Associates, counsel to the City, satisfactory to the Purchaser in its reasonable discretion, substantially in the form of Exhibit B hereto. (E) Performance: No Default. The City shall have performed and complied with all agreements and conditions herein required to be performed or complied with by the City prior to or on the Closing Date, and at the time of the Closing no event of default or default shall have occurred and be continuing with respect to the Ancillary Documents or the Bonds. (F) Ancillary Documents. At the Closing Date, (i) all of the Ancillary Documents shall be in full force and effect, shall have been duly executed and copies delivered to the Purchaser by, and shall constitute valid and binding agreements of, the parties thereto, shall not have been amended, modified or supplemented except as may have been agreed to in writing by the Purchaser and there shall be no defaults or events of default thereunder and (ii) the proceeds of the sale of the Bonds shall be applied or deposited with the Trustee for application as described in the Bond Ordinance and the Limited Offering Memorandum. (G) Closing Certificate of City Mayor. The City shall have delivered to the Purchaser a certificate dated the Closing Date, addressed to the Purchaser and the Trustee signed by the City Mayor in form and substance reasonably satisfactory to the Purchaser. (H) The Bonds. The Bonds shall have been duly authorized, executed, authenticated, delivered, and the proceeds from the sale thereof applied, in accordance with the provisions of the Bond Ordinance. 9 (I) Trustee's Certificate. The Purchaser shall have received a certificate dated the Closing Date of an authorized officer of the Trustee, addressed to the Purchaser reasonably acceptable in form and substance to the Purchaser. (J) Form 8038-G. The Purchaser shall have received a copy of the completed Form 8038-G of the Internal Revenue Service executed by the City. (K) Officers' Certificates. The Purchaser shall have received any and all certificates required to be furnished by the provisions of any Ancillary Document to be obtained or furnished by the City at or prior to Closing. (L) Specimen Bonds. The Purchaser shall have received specimen Bonds. (M) Certified Copies of Ordinances. The Purchaser shall have received certified copies of the Bond Ordinance and the Establishing Ordinance. The Bond Ordinance shall include authorization for execution and delivery of this Contract. (N) Special Tax Roll and Report. The Purchaser shall have received a copy of the Special Tax Roll and Report substantially in the form attached to the Limited Offering Memorandum(the "Special Tax Report"). (0) Special Tax Report Consent. The Purchaser shall have received from the preparers of the Special Tax Report a letter dated the Closing Date, addressed to the Purchaser regarding such preparer's qualifications and the preparer's consent to the inclusion of the Special Tax Report in the Limited Offering Memorandum. (P) Additional Opinions, Certificates, etc. The Purchaser shall have received such additional legal opinions, certificates, proceedings, instruments and other documents as the Purchaser, the City or their respective counsel may deem reasonably necessary or desirable. All of the opinions, letters, certificates, instruments and other documents mentioned in this Contract shall be deemed to be in compliance with the provisions of this Contract only if in the reasonable judgment of the Purchaser, they are satisfactory in form and substance. If there shall be a failure to satisfy the conditions of the Purchaser's obligations contained in this Contract or if the Purchaser's obligations to purchase the Bonds shall be terminated for any reason permitted by this Contract, this Contract shall terminate, and the Purchaser and the City shall not have any further obligations hereunder, except for the obligations set forth in Section 10 hereof which shall remain in full force and effect. 9. Changes Affecting the Limited Offering Memorandum. At any time prior to the Closing, the City agrees to supplement or amend the Limited Offering Memorandum whenever requested by the Purchaser when, in the reasonable judgment of the Purchaser and the City, such supplement or amendment is required. No amendment or supplement to the Limited Offering Memorandum shall be made without the approval of the Purchaser. After the Closing and so long as the Purchaser shall be offering any of the Bonds, but not later than 90 days after the date of this Contract, if any event shall occur as a result of which 10 it is necessary to amend or supplement the Limited Offering Memorandum in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the City will so advise the Purchaser. In any such case, the City shall cooperate in the preparation, execution and delivery of either amendments to the Limited Offering Memorandum or supplemental information so that the statements in the Limited Offering Memorandum, as so amended or supplemented will not, in light of the circumstances under which such statements were made, be misleading. The cost of providing such amendments or supplements shall be paid by the City which costs may be reimbursed from amounts made available under the Bond Ordinance as Administrative Costs. 10. Payment of Expenses. All fees, costs and expenses associated with the issuance of the Bonds, including without limitation, the reasonable fees and disbursements of the preparer of the Special Tax Report, the Purchaser's legal counsel, Burke Burns & Pinelli, Ltd., Bond Counsel, Foley & Lardner LLP, and the City's counsel, Kathleen Field Orr & Associates, shall be disbursed and paid by the Trustee from the proceeds of the Bonds. 11. Notices. Except as otherwise provided in this Contract, whenever notice is required to be given pursuant to the provisions of this Contract, such notice shall be in writing and shall be mailed by first class mail postage prepaid. 12. Law Governing. This Contract shall be construed in accordance with and governed by the laws of the State of Illinois. 13. Headings. The headings of the paragraphs and subparagraphs of this Contract are inserted for convenience only and shall not be deemed to constitute a part of this Contract. 14. Counterparts. This Contract may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. 15. Parties and Interests. This Contract is made solely for the benefit of the City and the Purchaser, including the successors and assigns of the Purchaser, and no other person, partnership, association or corporation shall acquire or have any rights hereunder or by virtue hereof. 11 16. Reserved. 17. Reserved. 18. Amendment or Assi ng ment. This Contract may not be amended except through the written consent of all of the parties hereto and is not assignable. 19. Survival of Representations, Warranties, Agreements and Obligations. Each respective representation, warranty and agreement of the City and the Purchaser shall remain operative and in full force and effect, regardless of any investigations made by or on behalf of the Purchaser and the City and shall survive the Closing. This Section 19, the obligations of the City under Sections 9, 10, 16 and 17 hereof, and the obligations of the Purchaser under Section 16 hereof, hereof shall survive any termination of this Contract pursuant to its terms. 20. Severability. If any provision of this Contract shall be held or deemed to be or shall, in fact, be inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions, or in all cases because it conflicts with any other provision or provisions or any constitution or statute or rule of public policy, or for any other reason, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions herein contained invalid, inoperative, or unenforceable to any extent whatever. The invalidity of any one or more phrases, sentences, clauses or sections in this Contract shall not affect the validity of the remaining portions of this Contract, or any part hereof. [SIGNATURE PAGE FOLLOWS] 12 [Signature Page to Bond Purchase Agreement] Very truly yours, WILLIAM BLAIR& COMPANY, LLC By: Its: Accepted and agreed to by the under-signed as of the date first above written. UNITED CITY OF YORKVILLE, an Illinois municipal corporation By: Gary J. Golinski, Mayor EXHIBIT A 2013 United City of Yorkville William Blair& Company, L.L.C. 800 Game Farm Road 222 West Adams Street Yorkville, Illinois 60560 Chicago, Illinois 60606 The Bank of New York Mellon Trust Company,N.A. 2 North LaSalle Street, Suite 1020 Chicago, Illinois 60602 Re: $ United City of Yorkville, Kendall County, Illinois Special Service Area Number 2003-100 Special Tax Refunding Bonds Series 2013 (Raintree Village Project) Ladies and Gentlemen: We have served as Bond Counsel to the United City of Yorkville, Kendall County, Illinois (the "City") with respect to the issuance today of the $ United City of Yorkville, Kendall County, Illinois, Special Service Area Number 2003-100 Special Tax Refunding Bonds, Series 2013 (the "Bonds"). The Bonds are issued pursuant to an ordinance adopted by the City on April _, 2013 (the "Bond Ordinance"), a Determination of the City executed pursuant thereto and a Trust Indenture dated as of 1, 2013 (the "Trust Indenture") between the City and The Bank of New York Mellon Trust Company, N.A., as trustee. We have delivered to you an executed copy of our approving opinion, dated today, addressed to you with respect to the Bonds. Based upon our examination as described in that opinion, we are further of the opinion that the Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Trust Indenture is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended. We are further of the opinion that statements contained in the Limited Offering Memorandum dated , 2013 relating to the Bonds under the sections entitled "THE BONDS" (other than information under the subcaption"—Book-Entry-Only System" as to which no view is expressed); "SECURITY AND SOURCE OF PAYMENT FOR THE BONDS;" (other than information under the subcaptions " "Value to Lien Ratio' and United City of Yorkville William Blair& Company, L.L.C. The Bank of New York Mellon Trust Company, N.A., as Trustee 92013 Page 2 "Representative Property Taxes" as to which no view is expressed); "THE SPECIAL SERVICE AREA AND SPECIAL TAXES" (other than information under the subcaptions "Levy Abatement and Collection of Special Taxes" and "Special Service Area Special Tax Roll and Report" as to which no view is expressed); "TAX MATTERS", and in Appendix C — Form of Bond Counsel Opinion thereto insofar as the statements contained under such sections or in such Appendix purport to describe or summarize certain provisions of the Bonds, the Bond Ordinance and the Trust Indenture, or summarize such opinion, present an accurate description or summary of such provisions and opinion. Very truly yours, FOLEY & LARDNER LLP SJG/lr EXHIBIT B 92013 United City of Yorkville Foley& Lardner LLP 800 Game Farm Road 321 North Clark Street, Suite 2800 Yorkville, Illinois 60560 Chicago, Illinois 60610 William Blair& Company, L.L.C. The Bank of New York Mellon Trust 222 West Adams Street Company,N.A., as Trustee Chicago, Illinois 60606 2 North LaSalle Street, Suite 1020 Chicago, Illinois 60602 Re: $ United City of Yorkville, Kendall County, Illinois Special Service Area Number 2003-100 Special Tax Refunding Bonds, Series 2013 (Raintree Village Project) Ladies and Gentlemen: We have served as counsel for the United City of Yorkville, Illinois (the "City") in connection with the execution and delivery of the Bond Purchase Agreement dated _, 2013 (the "Purchase Agreement") by and between the City and William Blair & Company, L.L.C. (the "Purchaser") providing for the purchase by the Purchaser of the United City of Yorkville, Kendall County, Illinois, Special Service Area Number 2003-100 Special Tax Refunding Bonds, Series 2013 (the "Bonds") issued pursuant to a Trust Indenture dated as of 1, 2013 (the "Trust Indenture") between the City and The Bank of New York Mellon Trust Company, N.A., as trustee. Terms used but not defined herein shall have the meanings ascribed thereto in the Purchase Agreement. This opinion is being delivered to you at the express direction of the City and pursuant to the Purchase Agreement. In such capacity,we have examined the following: a. the Purchase Agreement; b. the Preliminary Limited Offering Memorandum of the City dated 2013 (the "Preliminary Limited Offering Memorandum") and the Limited Offering Memorandum of the City dated _, 2013 relating to the Bonds (the "Final Limited Offering Memorandum", and together with the Preliminary Limited Offering Memorandum,the "Limited Offering Memorandum"); C. the Trust Indenture; William Blair& Company, L.L.C. United City of Yorkville Foley& Lardner LLP 92003 Page 2 d. the Continuing Disclosure Agreement dated 2013 (the "Continuing Disclosure Agreement") executed and delivered by the City and , the Dissemination Agent; e. the Tax Compliance Certificate and Agreement dated 2013 (the "Tax Compliance Certificate"); and f. City Ordinance No. 2013-_ adopted April_, 2013 (the "Bond Ordinance") and City Ordinance 2003-54 adopted on August 12, 2003 (the "Establishing Ordinance"); and such other documents as we have deemed necessary to render this Opinion. As counsel to the City, we advised the City as to applicable requirements and performed other legal services necessary in order to enable us to render the opinions set forth below. Additionally, we participated in reviews and discussions with representatives of the Underwriter, Bond Counsel, and the Trustee relating to the Limited Offering Memorandum. For the purposes of this opinion, we have assumed that: a. The execution and delivery of all documents reviewed by us, and the entry into and performance of the transactions contemplated by the Purchase Agreement and the Indenture by all parties other than the City have been duly authorized by all necessary actions and that said agreements constitute the valid and binding obligations of all parties other than the City. b. All natural persons who are signatories to the Purchase Agreement, the Continuing Disclosure Agreement and the Indenture on behalf of parties other than the City were legally competent at the time of execution. C. All signatures on behalf of parties other than the City on said agreements and other documents reviewed by us are genuine. d. The copies of all documents submitted to us are accurate and complete and conform to originals. Based upon our familiarity with the City, and the proceedings, showings and related matters of law with respect to the foregoing, but subject to the assumptions set forth herein, we are of the opinion that: 1. The City is a municipal corporation duly organized and validly existing under the laws of the State of Illinois, and has full legal right, power and authority to adopt the Bond Ordinance and the Establishing Ordinance, and to enter into, execute and deliver the Purchase Agreement, the Final Limited Offering Memorandum, the Continuing Disclosure Agreement, the Indenture and the Tax Compliance William Blair& Company, L.L.C. United City of Yorkville Foley& Lardner LLP 92003 Page 3 Certificate (the foregoing documents are hereafter collectively referred to as the "City Agreements"), to consummate all transactions contemplated thereby, and to issue and sell the Bonds for the purposes described in the Limited Offering Memorandum. 2. Each of the members or officers of the City executing the City Agreements and other closing documents executed in connection with the delivery of the Bonds has been authorized to do so. 3. The Establishing Ordinance and the Bond Ordinance were each duly authorized and adopted by the City at a meeting of the Corporate Authorities of the City, which was called and held pursuant to law and with the public notice required by law and at which a quorum was present and acting throughout and each such Ordinance is in full force and effect, and has not been amended, modified, revoked, repealed or supplemented since the respective dates thereof. 4. Each of the City Agreements has been duly authorized by all necessary action on the part of the City, has been duly executed and delivered by authorized officers of the City and constitute legal, valid and binding obligations of the City enforceable against the City in accordance with their respective terms, subject to the qualification that the enforcement thereof may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting creditors' rights and by the availability of equitable remedies. 5. The Final Limited Offering Memorandum has been duly executed and delivered by the City. The use by the Underwriter of the Limited Offering Memorandum in connection with the offer and sale of the Bonds has been authorized and ratified by the City. 6. The Bonds have been duly authorized by all necessary action on the part of the City, have been duly executed by the authorized officers of the City and have been validly issued by the City and constitute the legal, valid and binding obligations of the City enforceable against the City in accordance with their terms, subject to the qualification that the enforcement thereof may be limited by laws relating to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights and by the availability of equitable remedies. 7. Other than as set forth in the Limited Offering Memorandum, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, or by any court, public board or body pending or, to our knowledge, threatened against or affecting the City, or, to our knowledge, is there any basis for any such action, suit, proceeding or investigation in any way (i) contesting or affecting the proceedings under which the Bonds are to be issued and delivered; (ii) contesting William Blair& Company, L.L.C. United City of Yorkville Foley& Lardner LLP 92003 Page 4 or affecting the collection, application or validity of the Special Taxes or the special tax levy; (iii) contesting or affecting the creation, organization, existence or powers of the City or the Area, or the titles of the Mayor, Aldermen and officers to their respective offices; (iv) which seeks to enjoin or restrain the issuance, sale and delivery of the Bonds; (v) questioning or affecting any of the rights, powers, duties or obligations of the City with respect to the Special Tax or the monies and assets pledged or to be pledged to pay the principal of, premium, if any, or interest on the Bonds; (vi) questioning or affecting any authority for the issuance of the Bonds, or the validity or enforceability of the Bonds; or (vii) questioning or affecting the City Agreements, the Bond Ordinance, the Establishing Ordinance or the transactions contemplated by the City Agreements, the Bond Ordinance or the Establishing Ordinance. 8. The authorization, execution and delivery by the City of the City Agreements do not, and the compliance with the provisions thereof by the City, under the circumstances contemplated therein, will not, in any material respect, conflict with or constitute on the part of the City a breach of or default under any agreement to which the City is a party under any law, regulation, order, ordinance or consent decree of any court or governmental tribunal to which the City is subject. 9. The adoption of the Bond Ordinance and the Establishing Ordinance, the execution and delivery by the City of the Bonds and compliance by the City with the provisions thereof, under the circumstances contemplated thereby, do not and will not violate any applicable judgment, order or regulation of any court or of any public or governmental agency or authority of the State of Illinois and will not conflict with, or result in a breach of, any of the terms and provisions of, or constitute a default under, any existing law, court or administrative regulation, decree, order or any agreement, indenture, mortgage, lease or other instrument to which the City is subject or by which it is or may be bound. 10. Based upon our familiarity with the City to the extent of our capacity as special counsel to the City, our involvement in the negotiation of the City Agreements and the issuance of the Bonds by the City, nothing has come to our attention and we have no reason to believe that the information contained in the Limited Offering Memorandum in or under the captions "INTRODUCTORY STATEMENT"; "THE BONDS" (other than information under the sub-caption "— Book-Entry Only System"); "PLAN OF FINANCE"; "SECURITY AND SOURCE OF PAYMENT FOR THE BONDS" (other than information under the sub-caption "— Value to Lien Ratio"); "THE CITY"; "THE SPECIAL SERVICE AREA AND THE SPECIAL TAXES"; "RISK FACTORS — Limited Source of Funds" and "—Loss of Tax Exemption"; "LEGAL OPINIONS"; "CONTINUING INFORMATION"; "NO LITIGATION"; "NO RATING" and "AUTHORIZATION" and in Appendix A thereto (except with respect to William Blair& Company, L.L.C. United City of Yorkville Foley& Lardner LLP 92003 Page 5 financial information and statistical data contained therein, as to which we express no opinion), contains any untrue statement of a material fact or omits any material fact that is necessary to be stated therein in order to make the statements therein, in light of the circumstances in which they were made, not misleading. This opinion is limited to the matters set forth herein. No opinion may be inferred or implied beyond the matters expressly contained herein. This opinion is rendered solely for the benefit of the persons or entities to whom it is addressed and no other person or entity shall be entitled to rely on any matters set forth herein without the express written consent of the undersigned. Very truly yours, PRELIMINARY LIMITED OFFERING MEMORANDUM DATED APRIL ,2013 DRAFT 3 04/17/13 Q NEW ISSUE—BOOK ENTRY ONLY NOT RATED S In the opinion of Foley &Lardner LLP, Bond Counsel, based upon an analysis of existing laws, regulations, rulings and court a decisions and, assuming among other matters, compliance with certain covenants, interest on the Bonds is excluded from gross income for ¢� federal income tax purposes under Section 103 of the Internal Revenue Code of 1986, as amended. In the opinion of Bond Counsel, interest on the Bonds is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxes, although such interest is included in adjusted current earnings when calculating corporate alternative minimum taxable income. Interest on the Bonds is Ynot exempt from present State oflllinois income taxes. Bond Counsel expresses no opinion regarding any other tax consequences related to H the ownership or disposition of or the accrual or receipt of interest on,the Bonds. See "TAX MATTERS." Z $6,650,000* UNITED CITY OF YORKVILLE o KENDALL COUNTY,ILLINOIS N SPECIAL SERVICE AREA NUMBER 2003-100 z SPECIAL TAX REFUNDING BONDS,SERIES 2013 (RAINTREE VILLAGE PROJECT) CUSIP' ' Dated: Date of Delivery % Price: 100% Due: March 1,2033_ O 0 b This Limited Offering Memorandum is being furnished solely for consideration by prospective sophisticated purchasers of the United City of Yorkville, Kendall County, Illinois Special Service Area Number 2003-100 Special Tax Refunding Bonds, Series 2013 C).o (Raintree Village Project) (the "Bonds") with substantial financial resources and the experience and financial expertise to understand and U evaluate the high degree of risk inherent in this investment. Purchase of the Bonds will constitute an investment secured solely by a pledge of Special Taxes(as defined herein)and certain other amounts held in funds established pursuant to the Trust Indenture between United City �q o 6 of Yorkville,Illinois and The Bank of New York Mellon Trust Company,N.A.,as Trustee,dated as of May 1,2013 (the"Indenture"). The o "o purchase of the Bonds is an investment subject to a high degree of risk, including the risk of non-payment of principal and interest. See .o "RISK FACTORS"herein. N The Bonds are issuable only as fully registered bonds without coupons and,when issued,will be registered in the name of Cede& Co.,as nominee of The Depository Trust Company,New York,New York("DTC"). Individual purchases will be made in book-entry form x ° g only, in principal amounts of$100,000 or integral multiples of$1,000 in excess thereof. Beneficial Owners of the Bonds will not receive Q .8 physical certificates representing their interest in the Bonds purchased. Principal of,premium,if any, and interest(payable on March 1 and dc? September 1 of each year, commencing September 1, 2013)on the Bonds are payable by The Bank of New York Mellon Trust Company, Z 0 3 N.A., as Trustee, to DTC, which will remit such principal, premium, if any, and interest to DTC's Participants, who in turn will be O responsible for remitting such payments to the Beneficial Owners of the Bonds,as described herein. z The Bonds are subject to optional,mandatory and special mandatory redemption prior to maturity as set forth herein. C) H w THE BONDS ARE BEING ISSUED PURSUANT TO THE SPECIAL SERVICE AREA TAX LAW OF THE STATE OF 0 d o 3 ILLINOIS,AS AMENDED,AND,IN THE OPINION OF FOLEY&LARDNER LLP,CHICAGO,ILLINOIS,BOND COUNSEL,WILL CONSTITUTE VALID AND LEGALLY BINDING LIMITED OBLIGATIONS OF THE UNITED CITY OF YORKVILLE, ILLINOIS a o (THE "CITY") PAYABLE SOLELY AND ONLY FROM THE SPECIAL TAXES AND AMOUNTS ON DEPOSIT IN CERTAIN OF c THE FUNDS ESTABLISHED AND MAINTAINED PURSUANT TO THE INDENTURE,AS SET FORTH HEREIN. THE BONDS ARE •a NOT GENERAL OBLIGATIONS OF THE CITY AND NEITHER THE FULL FAITH AND CREDIT NOR THE GENERAL TAXING POWER OF THE CITY,THE COUNTY OF KENDALL,THE STATE OF ILLINOIS,OR ANY POLITICAL SUBDIVISION THEREOF a 0 IS PLEDGED TO THE PAYMENT OF THE BONDS_ NO HOLDER OF ANY BOND SHALL HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY TAXING POWER OF THE CITY (OTHER THAN THE LEVY OF THE SPECIAL TAXES AS DESCRIBED Q c HEREIN)FOR PAYMENT OF THE PRINCIPAL AMOUNT OF,PREMIUM,IF ANY,OR INTEREST ON THE BONDS. Z The Bonds are offered when, as and if issued, subject to prior sale, withdrawal or modification of the offer without notice, the O8.2 approving legal opinion of Foley &Lardner LLP, Chicago, Illinois, Bond Counsel, and certain other conditions. See "TAX MATTERS" w3 herein and Appendix C hereto. Certain legal matters will be passed upon for the Underwriter by Burke Burns &Pinelli, Ltd., Chicago, ° Illinois, and for the City by Kathleen Field Orr&Associates, Chicago,Illinois. It is expected that the Bonds will be available for delivery to DTC in New York,New York on or about May_,2013. 0b [Underwriter Logo] ob Q Dated:April 2013 F4 w *Preliminary;subject to change. 0 c7.? 1 The CUSIP number has been assigned by an organization not affiliated with the City and is included for the convenience of the owners of a the Bonds. The City is not responsible for the selection or uses of the CUSIP number nor is any representation made as to its correctness uW y on the Bonds. A CUSIP number may be changed after the issuance date. CUSIP®is a registered trademark of the American Bankers F� p Association. LIMITED OFFERING MEMORANDUM This Limited Offering Memorandum is being furnished by the United City of Yorkville, Kendall County, Illinois (the "City") to a limited number (35 or less) of sophisticated investors or registered investment companies under the Investment Company Act of 1940 solely for the purpose of each investor's consideration of the purchase of the Bonds described herein, and is not to be used for any other purpose or made available to anyone not directly concerned with the decision regarding such purchase. This Limited Offering Memorandum does not constitute an offer to sell or the solicitation of an offer to buy,nor shall there be any sale of the Bonds by any person, in any jurisdiction in which it is unlawful for such person to make such an offer, solicitation or sale. Interested investors are being provided the opportunity to ask such questions and examine such documents and records as they may desire, and are advised to contact the Underwriter to secure further information concerning the Bonds. No dealer, broker, salesman or other person has been authorized to give any information or to make any representation other than as contained in this Limited Offering Memorandum in connection with the placement described herein, and, if given or made, such information or representation must not be relied upon as having been authorized. Certain information contained herein has been obtained from the City and other sources which are believed by the Underwriter to be reliable. In accordance with, and as part of, its responsibilities to investors under the federal securities laws, as applied to the facts and circumstances of this transaction, the Underwriter has reviewed the information in this Limited Offering Memorandum, but does not guarantee the accuracy or completeness of such information. Neither the delivery of this Limited Offering Memorandum nor the sale of any of the Bonds shall imply that the information herein is correct as of any time subsequent to the date hereof. This Limited Offering Memorandum should be considered in its entirety and no one factor should be considered more or less important than any other by reason of its position in this Limited Offering Memorandum. Where statutes, reports, agreements or other documents are referred to herein, reference should be made to such statutes, reports, agreements or other documents for more complete information regarding the rights and obligations of parties thereto, facts and opinions contained therein and the subject matter thereof. The Bonds have not been registered under the Securities Act of 1933, as amended, in reliance upon exemptions contained in such act. The registration or qualification of the Bonds in accordance with the applicable provisions of securities laws of the states in which the Bonds have been registered or qualified and the exemption from registration or qualification in other states cannot be regarded as a recommendation thereof. Neither these states nor any of their agencies have passed upon the merits of the Bonds or the accuracy or completeness of this Limited Offering Memorandum. Any representation to the contrary may be a criminal offense. THE BONDS HAVE RISK CHARACTERISTICS WHICH REQUIRE CAREFUL ANALYSIS AND CONSIDERATION BEFORE A DECISION TO PURCHASE IS MADE. THE BONDS SHOULD BE PURCHASED BY INVESTORS WHO HAVE ADEQUATE EXPERIENCE TO EVALUATE THE MERITS AND RISKS OF THE BONDS. PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS LIMITED OFFERING MEMORANDUM OR ANY PRIOR OR SUBSEQUENT COMMUNICATION FROM THE UNDERWRITER, ITS AFFILIATES, OFFICERS AND EMPLOYEES OR ANY PROFESSIONAL ASSOCIATED WITH THIS OFFERING AS INVESTMENT OR LEGAL ADVICE. EACH PROSPECTIVE INVESTOR SHOULD CONSULT ITS OWN COUNSEL, ACCOUNTANT AND OTHER ADVISORS AS TO FINANCIAL, LEGAL AND RELATED MATTERS CONCERNING THE INVESTMENT DESCRIBED HEREIN. There can be no guarantee that there will be a secondary market for the Bonds or, if a secondary market exists, that it would continue to exist or that the Bonds could in any event be sold for any particular price. UNITED CITY OF YORKVILLE,ILLINOIS MAYOR Gary J. Golinski CITY ALDERMEN Ken Koch Marty Munns Carlo Colosimo Chris Funkhouser Larry Kot Diane Teeling Jacquelyn Milschewski Rose Spears TREASURER CITY ADMINISTRATOR Bart Olson FINANCE DIRECTOR Rob Fredrickson CITY CLERK Beth Warren PROFESSIONAL SERVICES BOND COUNSEL SPECIAL SERVICE AREA ADMINISTRATOR AND SPECIAL TAX CONSULTANT Foley&Lardner LLP David Taussig&Associates,Inc. Chicago,Illinois Newport Beach,California TRUSTEE The Bank of New York Mellon Trust Company,N.A. Chicago,Illinois CITY'S COUNSEL Kathleen Field Orr&Associates Chicago,Illinois TABLE OF CONTENTS UNITED CITY OF YORKVILLE KENDALL COUNTY,ILLINOIS SPECIAL SERVICE AREA NUMBER 2003-100 SPECIAL TAX REFUNDING BONDS, SERIES 2013 (RAINTREE VILLAGE PROJECT) Page INTRODUCTORY STATEMENT.............................................................................................................1 THEBONDS...............................................................................................................................................3 General Description of the Bonds...................................................................................................3 Redemption.....................................................................................................................................3 Optional Prepayment of Special Taxes...........................................................................................6 Book-Entry-Only System................................................................................................................6 PLANOF FINANCE...................................................................................................................................8 General ...........................................................................................................................................8 TheSpecial Services.......................................................................................................................9 ESTIMATED SOURCES AND USES OF FUNDS ...................................................................................9 DEBT SERVICE REQUIREMENTS........................................................................................................10 SECURITY AND SOURCE OF PAYMENT FOR THE BONDS...........................................................12 General .........................................................................................................................................12 SpecialTaxes................................................................................................................................13 Fundsand Accounts......................................................................................................................14 Covenantsof the City....................................................................................................................18 Enforcement of Payment of Special Taxes...................................................................................18 Valueto Lien Ratio.......................................................................................................................20 Tax Assessment, Collection and Representative Property Taxes.................................................21 THECITY.................................................................................................................................................22 General .........................................................................................................................................22 City Government and Services.....................................................................................................23 Transportation...............................................................................................................................23 Commerce and Industry................................................................................................................23 CommunityLife............................................................................................................................23 Education......................................................................................................................................24 Socioeconomic Infor►nation..........................................................................................................24 Housing.........................................................................................................................................27 Income .........................................................................................................................................28 i TABLE OF CONTENTS (continued) Page RetailActivity...............................................................................................................................30 THE SPECIAL SERVICE AREA AND SPECIAL TAXES ....................................................................32 The Special Service Area Act.......................................................................................................32 Establishment of the Area.............................................................................................................32 Levy,Abatement and Collection of Special Taxes.......................................................................33 Special Service Area Special Tax Roll and Report.......................................................................33 DelinquencyRates........................................................................................................................34 AdministrativeServices................................................................................................................35 RISKFACTORS .......................................................................................................................................35 LimitedSource of Funds...............................................................................................................35 InformationNot Verified..............................................................................................................36 Local, State and Federal Land Use Regulations...........................................................................36 OverlappingIndebtedness.............................................................................................................36 TaxDelinquencies ........................................................................................................................36 Potential Delay and Limitations in Foreclosure Proceedings.......................................................37 Bankruptcy....................................................................................................................................38 Maximum Parcel Special Taxes....................................................................................................38 Prepayment of Special Taxes........................................................................................................38 Disclosure to Future Purchasers....................................................................................................38 LimitedSecondary Market...........................................................................................................38 Secondary Market and Prices........................................................................................................39 Lossof Tax Exemption.................................................................................................................39 Risk of Legislative and Judicial Changes.....................................................................................39 UNDERWRITING ....................................................................................................................................39 LEGALOPINIONS...................................................................................................................................39 TAXMATTERS........................................................................................................................................40 CONTINUING DISCLOSURE.................................................................................................................41 LIMITEDOFFERING...............................................................................................................................41 NOLITIGATION......................................................................................................................................42 NORATING..............................................................................................................................................42 MISCELLANEOUS..................................................................................................................................42 H TABLE OF CONTENTS (continued) Page AUTHORIZATION...................................................................................................................................42 APPENDICES APPENDIX A—Special Service Area Special Tax Roll and Report APPENDIX B—Form of Indenture APPENDIX C—Form of Bond Counsel Opinion APPENDIX D—Form of Continuing Disclosure Undertaking iii $6,650,000* United City of Yorkville Kendall County,Illinois Special Service Area Number 2003-100 Special Tax Refunding Bonds, Series 2013 (Raintree Village Project) INTRODUCTORY STATEMENT This Limited Offering Memorandum, which includes the cover page and all Appendices attached hereto, is provided to furnish information in connection with the issuance and sale by the United City of Yorkville, Kendall County, Illinois (the "City") of $6,650,000* aggregate principal amount Special Service Area Number 2003-100 Special Tax Refunding Bonds, Series 2013 (Raintree Village Project)due March 1, 2033 (said Bonds are collectively referred to hereinafter as the "Bonds"). The Bonds, if and when issued, will be issued by the City pursuant to (i)the Illinois Constitution of 1970; (ii)the Special Service Area Tax Law of the State of Illinois (the "Special Service Area Act"); (iii)the Illinois Local Government Debt Reform Act of the State of Illinois; (iv) Ordinance No. 2013-_of the City adopted on April_, 2013 (the "Bond Ordinance") providing for the issuance of the Bonds; and (v)the Trust Indenture between the City and Trustee dated as of May 1, 2013 (the "Indenture"). The Bonds will be issued as fully registered bonds without coupons in book-entry only form in denominations of$100,000 or any integral multiple of$1,000 in excess thereof. Capitalized terms used but not defined herein shall have the meaning given such terms in the Indenture. See APPENDIX B—"Form of Indenture." The Bonds will be secured primarily by the proceeds of the Special Taxes (as defined in the Special Service Area Special Tax Roll and Report attached hereto as Appendix A and hereafter referred to as the "Special Tax Roll and Report") levied on certain property within the United City of Yorkville Special Service Area Number 2003-100 (the "Area'). In addition, the Bonds will be payable from and secured by certain funds established pursuant to the Indenture. See "SECURITY AND SOURCE OF PAYMENT FOR THE BONDS." The City previously established the Area pursuant to Ordinance Number 2003-54 adopted on August 12, 2003, the provisions of the Special Service Area Act, and the provisions of Section 7 of Article VII of the 1970 Constitution of the State of Illinois, and in compliance with all other conditions precedent required by the Special Service Area Act. The Area consists of approximately 163 acres of land located on the southeast side of Illinois Route 71,the southwest side of Illinois Route 126 and east of State Route 47 in the City. The Area is commonly known as the Raintree Village subdivision and was originally developed by Lennar Corporation(the "Developer"). The Developer has developed the Area with finished lots for 200 detached single family detached homes ("Single Family Homes")and 86 single family attached dwellings ("Duplexes"). The development of such Single Family Homes and Duplexes within the Area is hereinafter referred to as the "Project." A finished lot for a Single Family Home shall be sometimes referred to herein as a "Single Family Home Parcel" and a finished lot for a Duplex shall sometimes be referred to herein as a "Duplex Parcel." The Single Family Home Parcels and Duplex Parcels are sometimes collectively referred to as the "Parcels." As of April 1, 2013, 189 Single Family Home Parcels have been improved with single family homes and 77 Duplex Parcels have been improved with duplex homes and all such Parcels have been sold to third party purchasers. As of such date, the Developer continues to hold 11 Single Family Home Parcels and 9 Duplex Parcels. See"PLAN OF FINANCE—The Special Services." *Preliminary;subject to change. The City previously deemed it necessary and in the best interests of the City to provide special services benefiting the Area consisting of engineering, soil testing and appurtenant work, mass grading and demolition, storm water management facilities, storm drainage systems and storm sewers, site clearing and tree removal, public water facilities, sewer lines, erosion control measures, roads, streets, curbs, gutters, street lighting,traffic controls, sidewalks, equestrian paths and related street improvements, and equipment and materials necessary for the maintenance thereof, landscaping, wetland mitigation, utility relocation and tree installation, costs for land and easement acquisitions relating to any of the foregoing improvements, required tap-on and related fees for water or sanitary sewer services, and other eligible costs of improvements to serve the Area (collectively, the "Special Services") in connection with the development of the Project. In order to finance the cost of design, construction, installation and performing of such Special Services, it was determined necessary and in the best interests of the City to issue its Special Service Area Number 2003-100, Special Tax Bonds, Series 2003 (Raintree Village Project) (the"Prior Bonds"), currently outstanding in the principal amount of$6,278,000. The Bonds,together with certain moneys on deposit in the funds and accounts created pursuant to the Prior Indenture, are being issued to (i) refund all of the outstanding Prior Bonds on the earliest practicable date on which the Prior Bonds may be redeemed (which could be as early as thirty days after the Bonds are issued), (ii)pay certain expenses incurred in connection with the issuance of the Bonds and the refunding of the Prior Bonds and (iii) fund certain reserves. The proceeds of the Bonds will be deposited to: (i)the Reserve Fund for the Bonds in the amount of the initial Reserve Requirement equal to maximum annual debt service; (ii) an Administrative Expense Fund to fund a portion of the administrative expenses to be incurred in connection with administration of the Area and the Bonds; (iii) the Costs of Issuance Fund and(iv) the Bond and Interest Fund created pursuant to the Prior Indenture to be applied, together with funds available for such purpose under the indenture for the Prior Bonds, to the refunding of the Prior Bonds. See "PLAN OF FINANCE" and "ESTIMATED SOURCES AND USES OF FUNDS,"herein. IN THE OPINION OF BOND COUNSEL, THE BONDS WILL CONSTITUTE VALID AND LEGALLY BINDING LIMITED OBLIGATIONS OF THE CITY, PAYABLE SOLELY AND ONLY FROM THE SPECIAL TAXES (AS PROVIDED IN THE BOND ORDINANCE, THE SPECIAL TAX ROLL AND REPORT AND THE INDENTURE) AND AMOUNTS ON DEPOSIT IN CERTAIN OF THE FUNDS AND ACCOUNTS ESTABLISHED AND MAINTAINED UNDER THE INDENTURE, AS SET FORTH HEREIN. THE BONDS ARE NOT GENERAL OBLIGATIONS OF THE CITY AND NEITHER THE FULL FAITH AND CREDIT NOR THE GENERAL TAXING POWER OF THE CITY, THE COUNTY OF KENDALL, THE STATE OF ILLINOIS, OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE BONDS. NO HOLDER OF ANY BOND SHALL HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY TAXING POWER OF THE CITY (OTHER THAN THE LEVY OF THE SPECIAL TAXES) FOR PAYMENT OF THE PRINCIPAL AMOUNT OF,PREMIUM, IF ANY, OR INTEREST ON THE BONDS. A copy of any document or agreement referred to herein may be obtained upon request from William Blair&Company,L.L.C. (the"Underwriter"). 2 THE BONDS General Description of the Bonds The Bonds will be issued in the aggregate principal amount of$6,650,000*, will be dated the date of their delivery, will bear interest at the rate set forth on the cover page of this Limited Offering Memorandum and will mature on the date set forth on the cover page of this Limited Offering Memorandum. The Bonds will be issued only in fully registered form without coupons in the denominations of$100,000 and integral multiples of$1,000 in excess of that sum. The Bonds will be subject to optional or mandatory redemption as described herein. The Depository Trust Company,New York,New York("DTC ), will act as securities depository for the Bonds. Principal of, premium, if any, and interest on the Bonds will be paid by the Trustee directly to DTC, which will remit such principal, premium, if any, and interest to DTC's Participants, who, in turn will be responsible for remitting such payments to the Beneficial Owners of the Bonds. See "THE BONDS—Book-Entry-Only System." Interest on the Bonds will be paid in lawful money of the United States of America semiannually on March 1 and September 1 of each year (each, an "Interest Payment Date"), commencing September 1,2013. Interest on the Bonds shall be calculated on the basis of a 360-day year composed of twelve 30-day months. Redemption Mandatory Sinking Fund Redemption. The Bonds are subject to mandatory sinking fund redemption and final payment at a price of par plus accrued interest,without premium, on March 1, of the years and in the principal amounts as follows: Year Amount 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 Total *Preliminary;subject to change. 3 The City covenants that it will redeem the Bonds pursuant to the mandatory sinking fund redemption requirements for the Bonds to the extent amounts are on deposit in the Bond and Interest Fund. Proper provision for mandatory redemption having been made, the City covenants that the Bonds so selected for redemption shall be payable upon redemption and taxes have been levied and will be collected as provided in the Indenture and in the Bond Ordinance for such purposes. Optional Redemption. The Bonds are also subject to optional redemption prior to maturity at the option of the City, in whole or in part, and if in part on any date on or after March 1,2023 at a redemption price of 100% of the principal amount of Bonds to be redeemed plus accrued and unpaid interest to the date of redemption: Any optional redemption of the Bonds in part will be applied,to the extent possible,to reduce pro rata the amount of Bonds required to be redeemed by mandatory sinking fund redemption, so as to maintain the proportion of principal maturing or subject to mandatory sinking fund redemption in each year to the total original principal amount of Bonds. Mandatory Redemption Upon Condemnation; Amounts Transferred from the Special Reserve Fund. The Bonds are subject to mandatory redemption on any Interest Payment Date, in part, at a redemption price equal to the principal amount to be redeemed, together with accrued interest to the date fixed for redemption, without premium, from amounts in the Bond and Interest Fund consisting of the proceeds received by the City in connection with a condemnation of any of the Special Services or any other property dedicated to, or owned by, the City within the Special Service Area and allocable to the Bonds as determined by the Special Tax Consultant retained by the City in connection with the Special Service Area (the "Special Tax Consultant") and which proceeds are not used by the City to rebuild the Special Services. The Bonds are also subject to mandatory redemption, in part, at a redemption price equal to the principal amount to be redeemed, together with accrued interest to the date fixed for redemption, without premium, on March 1, 2023 (so long as on such date the Special Reserve Fund Credit is zero) from amounts transferred from the Special Reserve Fund to the Special Redemption Account on such date. On or prior to February 10, 2023, the Trustee will send notice of the redemption of the Bonds from amounts transferred from the Special Reserve Fund as described below under"—Redemption Provisions;Notice of Redemption." Any mandatory redemption of the Bonds as described in the preceding two paragraphs will be applied, to the extent possible, to reduce pro rata the amount of Bonds required to be redeemed by mandatory sinking fund redemption so as to maintain the proportion of principal maturing or subject to mandatory sinking fund redemption in each year to the total original principal amount of the Bonds. Special Mandatory Redemption from Optional Prepayment of Special Taxes. Property owners may prepay the Special Taxes at any time. See"THE BONDS—Optional Prepayment of Special Taxes." The proceeds received from any such prepayments will be used to redeem the Bonds in part. Consequently, the Bonds are also subject to mandatory redemption on any March 1, June 1, September 1 or December 1, in part, from amounts available for disbursement from the Special Redemption Account (which includes optional prepayments of the Special Taxes and amounts transferred from the Reserve Fund and the Special Reserve Fund to the Special Redemption Account) pursuant to the Indenture, at a redemption price (expressed as a percentage of the principal amount of the Bonds to be redeemed), as set forth below,together with accrued interest on such Bonds to the date fixed for redemption: 4 Redemption Dates Redemption Prices On or prior to February 28,2022......................................... 102% March 1,2022 through February 28,2023.......................... 101 March 1,2023 and thereafter............................................... 100 Any special mandatory redemption of the Bonds pursuant to the previous paragraph will be applied, to the extent possible, to reduce pro rata the amount of the Bonds required to be redeemed by mandatory sinking fund redemption so as to maintain the proportion of principal maturing or subject to mandatory sinking fund redemption in each year to the total original principal amount of Bonds. Redemption Provisions; Notice of Redemption. If less than all the Bonds of any maturity are to be redeemed on any redemption date, the Bond Registrar appointed in the Indenture shall assign to each Bond of the maturity to be redeemed a distinctive number for each $1,000 of principal amount of that Bond. The Bond Registrar shall then select by lot from the numbers so assigned,using such method as it shall deem proper in its discretion, as many numbers as, at $1,000 per number, shall equal the principal amount of Bonds of that maturity to be redeemed;provided that following any redemption, no Bond shall be outstanding in an amount less than the minimum Authorized Denomination, except as necessary to effect the mandatory sinking fund redemption of Bonds as set forth above. Notice of the redemption of any Bonds, which by their terms shall have become subject to redemption, shall be given to the Notice Beneficial Owners (as defined in the Indenture) and the registered owner of each Bond or portion of a Bond called for redemption not less than 15 or more than 60 days before any date established for redemption of Bonds, by the Bond Registrar, on behalf of the City, by first-class mail sent to the registered owner's last address, if any, appearing on the registration books kept by the Bond Registrar. All notices of redemption shall include at least the designation, date and maturities of Bonds called for redemption, CUSIP Numbers, if available, and the date of redemption. In the case of a Bond to be redeemed in part only,the notice shall also specify the portion of the principal amount of the Bond to be redeemed. The mailing of the notice specified above to the Notice Beneficial Owners and the registered owner of any Bond shall be a condition precedent to the redemption of that Bond, provided that any notice which is mailed in accordance with the Indenture shall be conclusively presumed to have been duly given whether or not the owner received the notice. The failure to mail notice to the owner of any Bond, or any defect in that notice, shall not affect the validity of the redemption of any other Bond. Any notice of optional redemption may also state that the redemption is conditioned on receipt of moneys for such redemption by the Trustee on or prior to the redemption date and the satisfaction of any other condition specified in such notice ("Conditional Redemption"). The redemption of the Bonds for which notice of such Conditional Redemption was given shall be rescinded if by no later than the scheduled redemption date (i) sufficient moneys are not so received or available for payment or (ii) any other condition specified in the redemption notice has not been satisfied. Notice of a rescission of a Conditional Redemption shall be given by the Trustee in the same manner as is provided in the Indenture for the giving of notice of redemption or by electronic means confirmed in writing. Any Bonds subject to Conditional Redemption where redemption has been rescinded will remain Outstanding, and neither the rescission nor the failure of funds being made available in part or in whole on or before the redemption date will constitute an event of default under the Indenture. Purchase in Lieu of Redemption. In lieu of redemption as provided in the Indenture, moneys in the Bond and Interest Fund may be used and withdrawn by the City for the purchase of outstanding Bonds, at public or private sale as and when, and at such prices (including brokerage and other charges) as the City may provide, but in no event may Bonds be purchased at a price in excess of the principal 5 amount of such Bonds, plus interest accrued to the date of purchase and any premium which would otherwise be due if such Bonds were to be redeemed in accordance with the Indenture. Optional Prepayment of Special Taxes The manner in which Special Taxes may be prepaid is described in the Special Tax Roll and Report. Generally, the Special Taxes may be prepaid with respect to any Parcel of property(as defined in the Special Tax Roll and Report) at any time and the obligation to pay the Special Taxes permanently satisfied by the payment of(i) an amount equal to all delinquent Special Taxes on such Parcel, including any applicable penalties and related costs as required by law, and Special Taxes due on such Parcel but not yet paid for the Calendar Year in which such prepayment is made, plus (ii) an amount equal to the amount of prepayment determined in accordance with the formula set forth in the Special Tax Roll and Report. See Appendix A hereto for a more complete discussion of the calculation of the amount of prepayment of Special Taxes. Book-Entry-Only System THE INFORMATION PROVIDED IMMEDIATELY BELOW CONCERNING DTC AND THE BOOK-ENTRY-ONLY SYSTEM, AS IT CURRENTLY EXISTS, IS BASED SOLELY ON INFORMATION PROVIDED BY DTC AND IS NOT GUARANTEED AS TO ACCURACY OR COMPLETENESS BY, AND IS NOT TO BE CONSTRUED AS A REPRESENTATION BY, THE UNDERWRITER,THE CITY, OR THE TRUSTEE. The Depository Trust Company("DTC"),New York,NY,will act as securities depository for the Bonds. The Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One or more fully-registered bond certificates will be issued for the Bonds of each series and maturity, in the aggregate principal amount thereof, and will be deposited with DTC. DTC, the world's largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries)that DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust&Clearing Corporation("DTCC"). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). DTC has a Standard & Poor's rating of AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com and www.dtc.org. 6 Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Bonds on DTC's records. The ownership interest of each actual purchaser of each Bond ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Bonds, except in the event that use of the book-entry system for the Bonds is discontinued. To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Bonds, such as redemptions, tenders, defaults, and proposed amendments to the Bond documents. For example, Beneficial Owners of Bonds may wish to ascertain that the nominee holding the Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative,Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them. Redemption notices shall be sent to DTC. If less than all of the Bonds are being redeemed,DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Bonds unless authorized by a Direct Participant in accordance with DTC's NMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the City as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts Bonds are credited on the record date(identified in a listing attached to the Omnibus Proxy). Payment of principal of and interest on the Bonds, redemption proceeds, distributions, and dividend payments on the Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from the City or the Trustee, on payable date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in"street name," and will be the responsibility of such Participant and not of DTC, the Trustee, or the City, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal of and interest on the Bonds, redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee 7 as may be requested by an authorized representative of DTC) is the responsibility of the City or the Trustee, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as depository with respect to the Bonds at any time by giving reasonable notice to the City. Under such circumstances, in the event that a successor depository is not obtained,Bonds are required to be printed and delivered. The City may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event, Bonds will be printed and delivered as described in the Indenture. NEITHER THE CITY, THE UNDERWRITER NOR THE TRUSTEE WILL HAVE ANY RESPONSIBILITY OR OBLIGATION TO ANY DIRECT PARTICIPANTS OR INDIRECT PARTICIPANTS OR THE PERSONS FOR WHOM THEY ACT WITH RESPECT TO (1)THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC OR ANY SUCH DIRECT PARTICIPANT OR INDIRECT PARTICIPANT; (2)THE PAYMENT BY ANY PARTICIPANT OF ANY AMOUNT DUE TO ANY BENEFICIAL OWNER IN RESPECT OF THE PRINCIPAL OF OR INTEREST OR PREMIUM ON THE BONDS; (3) THE DELIVERY BY ANY SUCH DIRECT PARTICIPANT OR INDIRECT PARTICIPANT OF ANY NOTICE TO ANY BENEFICIAL OWNER THAT IS REQUIRED OR PERMITTED UNDER THE TERMS OF THE INDENTURE TO BE GIVEN TO BONDHOLDERS; (4)THE SELECTION OF THE BENEFICIAL OWNERS TO RECEIVE PAYMENT IN THE EVENT OF ANY PARTIAL REDEMPTION OF THE BONDS; OR (5)ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY DTC AS BONDHOLDER. PLAN OF FINANCE General The City will use the proceeds of the Bonds,together with certain moneys on deposit in the funds and accounts created under the Prior Indenture, to: (i) refund all of the outstanding Prior Bonds on the earliest practicable date on which the Prior Bonds may be redeemed; (ii) pay certain expenses incurred in connection with the issuance of the Bonds and the refunding of the Prior Bonds; (iii) fund the Reserve Fund in an amount equal to the Reserve Requirement; and (iv) make an initial deposit to the Administrative Expense Fund. See"ESTIMATED SOURCES AND USES OF FUNDS." The City expects to deposit $ from the proceeds of the Bonds and $ of amounts on deposit in certain trustee held funds for the Prior Bonds into the Bond and Interest Fund created under the Prior Indenture for the purpose of refunding all of the outstanding Prior Bonds. The City has determined to refund the Prior Bonds to realize debt service savings. The table below sets forth the maturity date, interest rate, principal amount (including premium) payable to refund the Prior Bonds and the redemption date for the Prior Bonds. Redemption of Prior Bonds Special Service Area and Interest Amount Payable to Redemption Series Maturity Rate Refund the Prior Bonds Date SSA 2003-100, Series 2003 3/1/2033 6.875% $ /1/2013 8 The taxes levied in calendar year 2013 and thereafter pursuant to the Prior Bond Ordinance will be abated upon defeasance of the Prior Bonds. The Special Services Proceeds of the Prior Bonds were used to construct, acquire and install the Special Services within the Area. All Parcels within the Area have been developed and currently benefit from the Special Services. The following table shows, as of April 1, 2013, the ownership of the Parcels, the number of Parcels for which Special Taxes have been prepaid and the number of Parcels on which Special Taxes remain to be collected. Parcels Owned Prepaid Special Taxes Developed by Parcels Owned by Special Taxes Remaining Due Parcel Type Parcels Third Parties Developer Parcels Parcels Single Family 200 189 11 15 185 Homes Duplexes 86 77 9 6 80 Total 286 266 20 21 265 ESTIMATED SOURCES AND USES OF FUNDS1 Estimated Sources and Uses of Funds Sources: Par Amount of Bonds $6,650,000 Funds Held Under Prior Indenture 663,355 Total $7,313,355 Uses: Deposit Under Prior Indenture to Redeem Prior Bonds $6,475,495 Reserve Fund ca) 631,500 Administrative Expense Fund 13,235 Costs of Issuance(b) 193,125 Total $7,313,355 (a)The Debt Service Reserve Fund is equal to maximum annual debt service. (b)Includes underwriter's discount. See"UNDERWRITING." 1 Preliminary;subject to change. 9 DEBT SERVICE REQUIREMENTS The following table sets forth the debt service schedule for the Bonds based on the maturity, and interest rate set forth on the cover of this Limited Offering Memorandum, assuming no redemptions other than mandatory sinking fund redemptions are made: Bond Year Ending Annual Debt (March 1) Principal* Interest* Service* 2014 190,000 290,938 480,938 2015 150,000 339,150 489,150 2016 165,000 331,275 496,275 2017 180,000 322,613 502,613 2018 195,000 313,163 508,163 2019 215,000 302,925 517,925 2020 230,000 291,638 521,638 2021 255,000 279,563 534,563 2022 275,000 266,175 541,175 2023 295,000 251,738 546,738 2024 320,000 236,250 556,250 2025 345,000 219,450 564,450 2026 370,000 201,338 571,338 2027 400,000 181,913 581,913 2028 430,000 160,913 590,913 2029 455,000 138,338 593,338 2030 495,000 114,450 609,450 2031 525,000 88,463 613,463 2032 560,000 60,900 620,900 2033 600,000 31,500 631,500 Total 6,650,000 4,422,688 11,072,688 *Preliminary;subject to change. 10 The following table sets forth expected Special Taxes and Debt Service Coverage: Expected Special Taxes and Debt Service Coverage* Bond Year Trustee and Debt Service Modified Ending Administrative Reserve Adjusted Special Debt Service (March 1) Debt Service Fees' EarningS2 Debt Service Taxes3 Coverage 2014 $480,938 $20,000 ($1,579) $499,359 $583,160 1.17 2015 489,150 20,300 (1,579) 507,871 591,955 1.17 2016 496,275 20,605 (1,579) 515,301 600,750 1.17 2017 502,613 20,914 (1,579) 521,947 609,730 1.17 2018 508,163 21,227 (1,579) 527,811 618,975 1.17 2019 517,925 21,546 (1,579) 537,892 628,220 1.17 2020 521,638 21,869 (1,579) 541,928 637,730 1.18 2021 534,563 22,197 (1,579) 555,181 647,240 1.17 2022 541,175 22,530 (1,579) 562,126 657,015 1.17 2023 546,738 22,868 (1,579) 568,027 666,790 1.17 2024 556,250 23,211 (1,579) 577,882 676,830 1.17 2025 564,450 23,559 (1,579) 586,430 687,055 1.17 2026 571,338 23,912 (1,579) 593,671 697,360 1.17 2027 581,913 24,271 (1,579) 604,605 707,850 1.17 2028 590,913 24,635 (1,579) 613,969 718,420 1.17 2029 593,338 25,005 (1,579) 616,763 729,175 1.18 2030 609,450 25,380 (1,579) 633,251 740,195 1.17 2031 613,463 25,760 (1,579) 637,644 751,215 1.18 2032 620,900 26,147 (1,579) 645,468 762,500 1.18 2033 631,500 26,539 (1,579) 656,460 773,970 1.18 Total 11,072,688 462,473 (31,575) 11,503,586 13,486,135 1 Assumes Administrative and Trustee Fees increase at 1.5%per year. 2 Assumes an investment rate of 0.25%on the Reserve Fund. 3 Based on 185 Single Family Homes and 80 Duplexes.See"INTRODUCTORY STATEMENT"and"PLAN OF FINANCE-The Special Services." *Preliminary;subject to change. 11 The following table sets forth expected Special Taxes and Debt Service Coverage assuming 11 Single Family Home Parcels and 9 Duplex Parcels (representing Parcels currently owned by the Developer) do not pay the Special Taxes in any year: Expected Special Taxes and Debt Service Coverage* Bond Year Trustee and Debt Service Modified Debt Ending Debt Administrative Reserve Adjusted Special Service (March 1) Service Fees' Earnings2 Debt Service Taxes3 Coverage 2014 $480,938 $20,000 ($1,579) $499,359 540,398 1.12 2015 489,150 20,300 (1,579) 507,871 548,547 1.12 2016 496,275 20,605 (1,579) 515,301 556,696 1.12 2017 502,613 20,914 (1,579) 521,947 565,019 1.12 2018 508,163 21,227 (1,579) 527,811 573,587 1.13 2019 517,925 21,546 (1,579) 537,892 582,155 1.12 2020 521,638 21,869 (1,579) 541,928 590,968 1.13 2021 534,563 22,197 (1,579) 555,181 599,781 1.12 2022 541,175 22,530 (1,579) 562,126 608,839 1.13 2023 546,738 22,868 (1,579) 568,027 617,897 1.13 2024 556,250 23,211 (1,579) 577,882 627,200 1.13 2025 564,450 23,559 (1,579) 586,430 636,677 1.13 2026 571,338 23,912 (1,579) 593,671 646,225 1.13 2027 581,913 24,271 (1,579) 604,605 655,947 1.13 2028 590,913 24,635 (1,579) 613,969 665,740 1.13 2029 593,338 25,005 (1,579) 616,763 675,707 1.14 2030 609,450 25,380 (1,579) 633,251 685,919 1.13 2031 613,463 25,760 (1,579) 637,644 696,131 1.13 2032 620,900 26,147 (1,579) 645,468 706,588 1.14 2033 631,500 26,539 (1,579) 656,460 717,219 1.14 Total 1,072,688 462,473 (31,575) 11,503,586 12,497,240 Assumes Administrative and Trustee Fees increase at 1.5%per year. 2 Assumes an investment rate of 0.25%on the Reserve Fund. 3 Based on 176 Single Family Homes and 77 Duplexes[shouldn't this be 174 and 71 accounting for prepayments?].See "INTRODUCTORY STATEMENT"and"PLAN OF FINANCE-The Special Services." SECURITY AND SOURCE OF PAYMENT FOR THE BONDS General The Bonds and the interest thereon are limited obligations of the City secured and payable solely from (i)the Special Taxes to be levied, extended and collected on all the taxable real property within the Area subject to the Special Taxes, including, without limitation, the Parcels, including interest on such Special Taxes and the proceeds of the redemption or sale of property sold as a result of any actions to foreclose the lien of Special Taxes and any interest accrued thereon, brought following a delinquency in the payment of the Special Taxes (the "Special Taxes") (ii) any amounts transferred by the City to the Bond and Interest Fund including the allocable portion of condemnation proceeds received by the City not used to rebuild the Special Services, and (iii)amounts deposited in the Bond and Interest Fund, the Reserve Fund and the Costs of Issuance Fund(all as defined below). The Bonds and the interest thereon *Preliminary;subject to change. 12 are not secured by amounts on deposit in the Administrative Expense Fund, the Special Reserve Fund and the Rebate Fund(all as defined below). When collected, the Special Taxes and any Foreclosure Proceeds shall be placed in the Bond and Interest Fund. In addition, proceeds received by the City from a condemnation of any of the Special Services or any other property owned by or dedicated to the City within the Special Service Area and allocable to the Bonds, provided such proceeds are not used to rebuild the Special Services, shall be deposited in the Bond and Interest Fund as security for the Bonds. The amount of Special Taxes that the City may levy in the Area in any year is strictly limited by the maximum rates approved by the Corporate Authorities at the time of formation of the Area. The City is legally authorized under the Special Service Area Act, and has covenanted in the Indenture, to extend and collect the Special Taxes in an amount determined according to the Special Tax Roll and Report. Pursuant to the Bond Ordinance the City has levied the Special Taxes in the amounts set forth in the Maximum Parcel Special Tax column in the Table set forth below in "THE SPECIAL SERVICE AREA AND SPECIAL TAXES — Special Service Area Special Tax Roll and Report," and will abate such tax each year to the extent it is not required to pay Administrative Expenses and principal of, redemption premium on, or interest on the Bonds. See "SECURITY AND SOURCE OF PAYMENT FOR THE BONDS — Special Taxes" below. The Special Tax Roll and Report apportions the total amount of Special Taxes to be collected among the Parcels in the Area as more particularly described herein. Any Mandatory Prepayment of the Special Taxes shall be levied against the Parcels that result in application of the prepayment provisions. The Maximum Parcel Special Tax will remain unchanged for the Parcels that did not result in the application of the prepayment provisions. See "THE SPECIAL SERVICE AREA AND SPECIAL TAXES — Special Service Area Special Tax Roll and Report" and APPENDIX A — "Special Service Area Special Tax Roll and Report." Special Taxes The levying of the Special Taxes was authorized by the Corporate Authorities of the City in the Bond Ordinance. Pursuant to the Bond Ordinance, the City caused (i)the Establishing Ordinance to be recorded on or before the date of delivery of the Bonds with the Recorder of Deeds of Kendall County, Illinois. The Bonds are secured by, among other things, a pledge of Special Taxes including all scheduled payments of Special Taxes received by the City, interest thereon, and proceeds of the redemption or sale of property sold as a result of foreclosure of the lien of Special Taxes. Pursuant to the Bond Ordinance the City has levied the Special Taxes in the amounts set forth in the Maximum Parcel Special Tax column in the Table set forth below in "THE SPECIAL SERVICE AREA AND SPECIAL TAXES — Special Service Area Special Tax Roll and Report", and will abate such tax each year to the extent it exceeds the Special Tax Requirement as calculated by the Special Tax Consultant on its behalf. The City has covenanted in the Bond Ordinance and the Indenture annually on or before the last Tuesday of December for each of the years 2013 through 2031 to calculate or cause the Special Tax Consultant to calculate the Special Tax Requirement; to amend the Special Tax Roll and provide the county tax collector with the amended Special Tax Roll; to adopt an ordinance approving the amount of the current calendar year's Special Tax Requirement; and abating the Special Taxes levied pursuant to the Bond Ordinance to the extent the taxes levied pursuant to the Bond Ordinance exceed the Special Tax Requirement as calculated by the City pursuant to the Establishing Ordinance and the Special Tax Roll and Report. On or before the last Tuesday of January for each of the years 2014 through 2032 the City shall notify the Trustee of the amount of the Special Tax Requirement and the amount of the Special Taxes to be abated. The City shall take all actions which shall be necessary to provide for the levy, extension, collection and application of the taxes levied by the Bond Ordinance,including enforcement of 13 such taxes by providing the County Collector with such information as is deemed necessary to enable the County Collector to include any property subject to delinquent Special Taxes in the County Collector's annual tax sale and in the event the tax lien is forfeited at such tax sale, by institution of foreclosure procedures as provided by law; provided, however, that the obligation to institute any foreclosure action against any taxpayer shall only arise in the event the City makes the determination that the proceeds from the foreclosure action have a commercially reasonable expectation of exceeding the costs thereof. See "THE SPECIAL SERVICE AREA AND SPECIAL TAXES—Special Service Area Special Tax Roll and Report." The levy of the Special Taxes is subject to certain limitations. The levy of the Special Taxes on each Parcel within the Area is constrained by the Maximum Parcel Special Tax amount applicable to such Parcel. If there is an event that reduces the total of the Maximum Parcel Special Tax,' the City would levy a Mandatory Prepayment thereby reducing the Maximum Parcel Special Tax levied upon the Area as a whole and the Maximum Parcel Special Tax (i.e., the maximum per-parcel Special Taxes) would not increase. See "THE SPECIAL SERVICE AREA AND SPECIAL TAXES — Special Service Area Special Tax Roll and Report" and "RISK FACTORS — Maximum Parcel Special Tax" herein. The full amount of the Maximum Parcel Special Tax as set forth in the subcaption under the caption"Special Tax Roll and Report" has been levied pursuant to the Bond Ordinance. Pursuant to the Indenture, the City covenants that, to the extent necessary to enforce a prepayment, it will adopt a supplemental levy ordinance within the Area in the event of a mandatory prepayment of the Special Taxes pursuant to the Special Tax Roll and Report caused by a change in the expected number of Single Family Homes or Duplexes as set forth in the final plat of subdivision approved by the City, to the extent the mandatory prepayment amount calculated pursuant to the terms of the Special Tax Roll and Report exceeds the Special Taxes levied for the year in which the prepayment is due pursuant to the Bond Ordinance. Although the Special Taxes,when levied, will constitute a lien on Parcels within the Area, it does not constitute a personal indebtedness of the owners of such Parcels within the Area. There is no assurance that the owners of such Parcels in the Area will be financially able to pay the annual Special Taxes or that they will pay such tax even if financially able to do so. See"RISK FACTORS"herein. Funds and Accounts Bond and Interest Fund. The Indenture creates and establishes with the Trustee a separate and special fund of the City established exclusively for paying principal of, interest on and redemption premium on the Bonds and which is designated as "The Special Service Area Number 2003-100 Special Tax Refunding Bonds, Bond and Interest Fund" (the "Bond and Interest Fund"). When collected, the Special Taxes and the Foreclosure Proceeds, including any interest and penalties collected in connection with such Special Taxes or Foreclosure Proceeds shall be placed in the Bond and Interest Fund. The City may provide for the County to transmit directly to the Trustee for deposit to the Bond and Interest Fund any Special Taxes collected by the County. In addition,proceeds received by the City in connection with a condemnation of any of the Special Services or any other property dedicated to or owned by the City within the Special Service Area and allocable to the Bonds as determined by the Special Tax Consultant which is not used to rebuild the Special Services shall be deposited in the Bond and Interest Fund. Moneys deposited in the Bond and Interest Fund and investments of the Bond and Interest Fund shall never be commingled with or loaned to any other funds of the City. All interest and other investment earnings on the Bond and Interest Fund shall become, when received, a part of the Bond and Interest 1 Such as a prepayment of Special Taxes. See "PLAN OF FINANCE — The Special Services" and the description of prepayments made to date;resulting in a decrease in the number of Parcels for which Special Taxes are still due to 185 Single Family Homes and 80 Duplexes. See also"RISK FACTORS—Prepayment of Special Taxes." 14 Fund. When the amount of condemnation proceeds deposited to the Bond and Interest Fund equals $5,000 or more, such amount shall be used to redeem Bonds on the next Interest Payment Date. Any amounts representing condemnation proceeds which remain on deposit in the Bond and Interest Fund for a continuous period of thirty (30) months and which will not be used to redeem the Bonds on the next Interest Payment Date will be used to pay debt service on the Bonds on the next Interest Payment Date. Amounts deposited in the Bond and Interest Fund are appropriated for and irrevocably pledged to, and shall be used solely for the purpose of, paying the principal of and interest and redemption premium on the Bonds, or for transfers to the Reserve Fund, the Special Reserve Fund or the Administrative Expense Fund as permitted in the Indenture. At any time after September 1 but in no event later than December 1 of each year, the Trustee will determine the amount needed to pay principal of and interest and redemption premium on the Bonds on the next succeeding Interest Payment Date. After the Trustee determines that sufficient amounts are on deposit in the Bond and Interest Fund to pay principal of, interest on and redemption premium due on the Bonds on the next succeeding Interest Payment Date, the Trustee shall notify the City and the Special Tax Consultant of any excess amounts on deposit in the Bond and Interest Fund, and, at the written direction of the City, shall transfer an amount from the Bond and Interest Fund to the Administrative Expense Fund which the City has determined will be adequate, together with other amounts in the Administrative Expense Fund or reasonably expected to be transferred to or deposited in such Fund, to pay all Administrative Expenses during the succeeding calendar year. After making such transfer to the Administrative Expense Fund any excess amounts on deposit in the Bond and Interest Fund will be transferred to the Reserve Fund to the extent necessary to replenish the Reserve Fund to the Reserve Requirement(as defined below under the subcaption"Reserve Fund"). After making such transfer to the Administrative Expense Fund, and the Reserve Fund has amounts on deposit equal to the Reserve Requirement, any excess amounts on deposit in the Bond and Interest Fund shall be transferred to the Special Reserve Fund to the extent necessary to fund and replenish the Special Reserve Fund to the Special Reserve Fund Requirement. Special Redemption Account. A separate account designated the "Special Redemption Account" exists within the Bond and Interest Fund established with the Trustee. All prepayments of Special Taxes made in accordance with the Special Tax Roll and Report shall be deposited in the Special Redemption Account. Amounts deposited in the Special Redemption Account representing optional prepayments of Special Taxes in accordance with the Special Tax Roll and Report shall be applied to the redemption of Bonds pursuant to the Indenture and as described under the caption "THE BONDS — Redemption — Special Mandatory Redemption from Optional Prepayment of Special Taxes." Amounts deposited in the Special Redemption Account representing mandatory prepayments of Special Taxes upon condemnation of property within the Area in accordance with the Special Tax Roll and Report shall be applied to the redemption of Bonds in accordance with the Indenture and as described under the caption"THE BONDS —Redemption—Mandatory Redemption Upon Condemnation." Moneys in the Special Redemption Account shall be used exclusively to redeem Bonds pursuant to the Indenture or to pay debt service on the Bonds pursuant to the Indenture. In the event of any prepayment of Special Taxes, prior to giving notice of the redemption of the Bonds in accordance with the Indenture, the Trustee will transfer (i) from the Reserve Fund to the Special Redemption Account an amount equal to the Reserve Fund Credit (as defined in the Special Tax Roll and Report), and (ii) from the Special Reserve Fund to the Special Redemption Account an amount equal to the Special Reserve Fund Credit upon the direction of the Special Tax Consultant. When the amount on deposit in the Special Redemption Account equals or exceeds $1,000, such amount shall be used to redeem the Bonds on the next March 1, June 1, September 1 or December 1 in accordance with the Indenture. On each such payment date, the Trustee shall withdraw from the Special Redemption Account and pay to the owners of 15 the Bonds to be redeemed the amounts required to redeem such Bonds. Notwithstanding the foregoing, any amounts contained in the Special Redemption Account for a continuous period of thirty (30) months and which will not be used to redeem the Bonds on the next March 1, June 1, September 1 or December 1 in accordance with the immediately preceding sentence and the Indenture shall be used to pay debt service on the Bonds on the next Interest Payment Date. Any amounts contained in the Special Redemption Account on the final maturity date of the Bonds shall be used to pay outstanding debt service on the Bonds. Reserve Fund. A separate and special fund of the City exists with the Trustee which is designated as "The Special Service Area Number 2003-100 Special Tax Refunding Bonds, Reserve Fund" (the "Reserve Fund"), and which must be maintained in an amount equal to the Reserve Requirement. The Reserve Requirement is an amount equal to $ , as adjusted for prepayments pursuant to the Indenture and as described in the preceding paragraph hereof. Amounts deposited in the Reserve Fund shall be used solely for the purpose of(i)making transfers to the Bond and Interest Fund to pay the principal of, including mandatory sinking fund payments, and interest and any premium on, all Bonds when due, in the event that moneys in the Bond and Interest Fund are insufficient therefor, (ii) making any transfers to the Bond and Interest Fund if the balance in the Reserve Fund and the Special Reserve Fund exceeds the amount required to redeem all Bonds then outstanding, (iii) making transfers to the Special Redemption Account pursuant to the Indenture, or (iv) if the amount then on deposit in the Reserve Fund is at least equal to the Reserve Requirement, for transfer in accordance with the next paragraph. On the Business Day prior to each Interest Payment Date, moneys in the Reserve Fund in excess of the Reserve Requirement shall be transferred by the Trustee from the Reserve Fund to the Bond and Interest Fund to be used for the payment of interest on Bonds on the next following Interest Payment Date. Special Reserve Fund. A separate and special fund of the City which is designated as "Special Service Area Number 2003-100 Special Tax Refunding Bonds, Special Reserve Fund" (the "Special Reserve Fund") exists with the Trustee. Special Taxes will be deposited in the Special Reserve Fund in accordance with the Indenture until the amounts on deposit in the Special Reserve Fund equal the Special Reserve Fund Requirement. Once the amount on deposit in the Special Reserve Fund equals the Special Reserve Fund Requirement, no further deposits will be made to such Fund and no replenishment of such Fund for any withdrawals is required. The "Special Reserve Fund Requirement" is an amount, not to exceed $40,000 and shall be used to fund any Special Reserve Fund Credits for possible prepayments. A "Special Reserve Fund Credit" means, with respect to each Parcel, the difference between (i)the amount of the prepayment of the Special Taxes for such Parcel made in accordance with the Special Tax Roll and Report and (ii)the amount of prepayment of the Special Taxes for such Parcel made in accordance with the Special Tax Roll and Report if the Prior Bonds had remained outstanding and the Bonds were not issued, as determined by the Special Tax Consultant. Amounts deposited in the Special Reserve Fund will be used solely for the purpose of(i) making any transfers to the Bond and Interest Fund if the aggregate balance in the Special Reserve Fund and the Reserve Fund exceeds the amount required to redeem all Bonds then outstanding, (ii) for transfer to the Special Redemption Account in an amount equal to the Special Reserve Fund Credits in accordance with the Indenture, (iii) on March 1, 2023 for transfer to the Special Redemption Account as described in the following sentence, (iv) for transfer to the Bond and Interest Fund or any other fund established under the Indenture at the direction of the City, or (v) at the direction of the City for any use permitted by the Special Service Area Act, provided an opinion of bond counsel is delivered to the Trustee to the effect that such use will not violate the Special Service Area Act or adversely affect the tax-exempt status of interest on the Bonds. On March 1, 2023 (on which date the Special Reserve Fund Credit shall be zero), 16 the Trustee will without further direction, transfer any remaining amounts on deposit in the Special Reserve Fund to the Special Redemption Account to be applied to the redemption of Bonds in accordance with the Indenture. Any amounts in the Special Reserve Fund that are used to pay principal of, or interest or premium on, the Bonds shall be treated as Special Taxes paid by the owners of the affected Parcels for purposes of the Special Tax Roll and Report. Amounts on deposit in the Special Reserve Fund are not pledged to the payment of principal of or interest on the Bonds. Costs of Issuance Account. A separate account designated the"Costs of Issuance Account"exists within the Improvement Fund established with the Trustee. Amounts deposited in the Costs of Issuance Account shall be used solely for the purpose of paying costs incurred by the City in connection with the issuance of the Bonds and the refunding of the Prior Bonds and shall be administered according to the Indenture. On the date which is six months after the date of issuance of the Bonds, the Trustee will transfer all amounts remaining in the Costs of Issuance Account to the Bond and Interest Fund. Amounts on deposit in the Costs of Issuance Account are not pledged to the payment of principal of or interest on the Bonds. Administrative Expense Fund. A separate and special fund of the City which is designated as "The Special Service Area Number 2003-100 Special Tax Refunding Bonds, Administrative Expense Fund" (the "Administrative Expense Fund") exists with the Trustee. Amounts in the Administrative Expense Fund shall be withdrawn by the Trustee and paid to the City or upon its order upon receipt by the Trustee of a written request of an Authorized Officer stating the amount to be withdrawn, that such amount is to be used to pay an Administrative Expense, and the nature of such Administrative Expense. Amounts on deposit in the Administrative Expense Fund are not pledged to the payment of principal of or interest on the Bonds. Rebate Fund. A separate and special fund of the City exists with the Trustee which is designated as "The Special Service Area Number 2003-100 Special Tax Refunding Bonds, Rebate Fund" (the "Rebate Fund"), into which there shall be deposited as necessary investment earnings in the Bond and Interest Fund, the Reserve Fund and the Special Reserve Fund or other moneys provided by the City to the extent required so as to maintain the tax exempt status of interest on the Bonds. All rebates, special impositions or taxes for such purpose payable to the United States of America(Internal Revenue Service) shall be payable from the Rebate Fund. Amounts on deposit in the Rebate Fund are not pledged to the payment of principal of or interest on the Bonds. Investments of Funds. Moneys on deposit in Funds and Accounts established under the Indenture may be invested from time to time in Qualified Investments pursuant to written directions from an Authorized Officer the City to the Trustee provided that moneys on deposit in the Special Redemption Account shall be invested in Qualified Investments having a maturity of 90 days or less. See APPENDIX B—"Form of Indenture" for the definition of"Qualified Investments." Subject to the requirements of the Indenture, earnings or losses on such investments shall be attributed to the Fund or Account for which the investment was made. In the event the Trustee does not receive written directions from the City to invest funds held under the Indenture, the Trustee shall invest such funds in the or a successor or similar fund which invests in short-term securities issued or guaranteed by the United States Government or instrumentalities and/or repurchase agreements relating to such securities. 17 Covenants of the City Pursuant to the Indenture, the City has covenanted for the benefit of the owners of the Bonds (the "Bondowners")that,among other things,the City will: (a) take all actions, if any, which shall be necessary, in order further to provide for the levy, extension, collection and application of the Special Taxes including enforcement of the Special Taxes as described in(c)below; (b) not take any action which would adversely affect the levy, extension, collection and application of the Special Taxes levied pursuant to the Bond Ordinance and Indenture, except to abate Special Taxes to the extent permitted by the Indenture and the Special Tax Roll and Report; (c) comply with all requirements of the Special Service Area Act, the Bond Ordinance and other applicable present and future laws concerning the levy, extension and collection of the Special Taxes levied pursuant to the Bond Ordinance and Indenture, in each case so that the City shall be able to pay the principal of and interest on the Bonds as they come due and replenish the Reserve Fund to the Reserve Requirement and it will take all actions necessary to assure the timely collection of the Special Taxes, including without limitation,the enforcement of any delinquent Special Taxes by providing the County of Kendall with such information as is deemed necessary to enable the County to include any property subject to a delinquent Special Taxes in the County Collector's annual tax sale and, in the event that a tax lien is forfeited at such sale, the commencement and maintenance of an action to foreclose the lien of any delinquent Special Taxes, all in the manner provided by law; provided, however, that the obligation to institute any foreclosure action against any taxpayer other than a taxpayer owning at least five percent of the property in the Special Service Area shall only arise in the event the City makes the determination that the proceeds from the foreclosure action have a commercially reasonable expectation for exceeding the costs thereof; (d) not encumber, pledge or place any charge or lien upon any of the Special Taxes or other amounts pledged to the Bonds superior to,or on a parity with, or junior to,the pledge and lien created in the Indenture for the benefit of the Bonds, except as permitted by, or specifically set forth in,the Indenture; (e) take all actions which are reasonably and necessary to be taken (and avoid any actions which it is necessary to avoid being taken) so that interest on the Bonds will not be or become included in gross income for federal income tax purposes under existing law; and (f) keep, or cause the Trustee to keep, proper books of record and accounts, separate from all other records and accounts of the City, in which complete and correct entries will be made of all transactions relating to the deposits to and expenditure of amounts disbursed from the Funds and Accounts created under the Indenture and the Special Taxes. Enforcement of Payment of Special Taxes The Kendall County Clerk has stated that it intends to incorporate the Special Taxes bill into the regular ad valorem property tax bill. In Illinois, general ad valorem property taxes are levied in one year and become payable during the following year. At the end of each collection year, the Kendall County Treasurer applies to the Circuit Court of Kendall County for a judgment for all unpaid general ad valorem property taxes. The Circuit Court of Kendall County order resulting from that application for judgment provides for a sale of all property with unpaid general ad valorem property taxes. A public sale is held, at 18 which time successful bidders pay the unpaid general ad valorem property taxes plus penalties (i.e., interest penalties and certain other costs). The annual tax sale is usually held during November of any given year in Kendall County. Unpaid general ad valorem property taxes accrue penalties at the rate of 1- 1/2%per month from their due date until the date of sale. Taxpayers can redeem their property by paying the purchaser of the delinquent taxes on the property at the general tax sale the amount paid at the sale, plus a penalty. If redemption does not occur within two and one half years and certain procedural requirements are met, the purchaser of the property at the tax sale may petition for, and receive a deed to the property which has been sold for delinquent taxes. Any delinquent Special Taxes for any given year would be included in this general tax sale. In addition to using the annual tax sale as an enforcement mechanism, as discussed below, a municipality may seek enforcement of unpaid Special Taxes through commencement of foreclosure proceedings pursuant to the Special Service Area Act. If a delinquency in the payment of the Special Taxes occurs, the City is authorized by the Special Service Area Act to order institution of an action pursuant to Article 9 of the Illinois Municipal Code (65 ILCS 5/9-1-1, et seq.)to foreclose any lien therefor securing the Special Taxes. In such an action a court having jurisdiction would enter a foreclosure decree authorizing the sale of the property subject to the lien of the Special Taxes, and the real property subject to the lien of the Special Taxes would be sold at a judicial foreclosure sale. The ability of the City to foreclose the lien of delinquent unpaid Special Taxes may be limited in certain instances and may require prior consent of the property owner in the event that the property is owned by any receivership of the Federal Deposit Insurance Corporation (the "FDIC"). See"RISK FACTORS—Bankruptcy"and"RISK FACTORS—Tax Delinquencies." Such judicial foreclosure proceedings are not mandatory under the Special Service Area Act. However, in the Indenture, the City has covenanted with the holders of the Bonds to take all actions, if any, which shall be necessary to provide for the levy and extension, collection and application of the Special Taxes, and to assure the timely collection of Special Taxes, including without limitation, the enforcement of any delinquent Special Taxes by the commencement and maintenance of an action to foreclose the lien of any delinquent Special Taxes, provided, however, that the obligation to institute any foreclosure action shall only arise in the event the City makes the determination that the proceeds from the foreclosure action have a commercially reasonable expectation of exceeding the costs thereof. For a description of this covenant, as well as other events of default and remedies under the Indenture, see APPENDIX B—"Form of Indenture." No assurances can be given that a judicial foreclosure action, once commenced, will be completed or that it will be completed in a timely manner. See "RISK FACTORS —Potential Delay and Limitation in Foreclosure Proceedings"below. Article 9 of the Illinois Municipal Code provides that the municipality or its assignee may file a complaint to foreclose a special service area tax lien in the same manner that foreclosures are permitted by law in case of delinquent general taxes. The "law in case of delinquent general taxes"to which the Illinois Municipal Code refers is the Illinois Revenue Code. Under such foreclosure proceedings, the court adjudicates the existence of a default in the payment obligation and authorizes a foreclosure sale; the sale is conducted and the proceeds distributed according to the respective priorities; the successful bidder is given a certificate of sale; and, if the redemption period expires without a redemption of the special service area taxes,the certificate of sale may be converted to a deed. Although the municipality holds the lien for the local improvement and is therefore the proper party to commence foreclosure procedures, bondholders with bonds secured by special service area taxes may compel the municipality to perform its duty and use all lawful means, including foreclosure, to collect the taxes out of which the bondholders are to be paid. Special service area taxes create a lien that is superior to other liens and encumbrances, and when general property taxes and Special Taxes are both delinquent, the proceeds of any foreclosure action, if insufficient to pay each in full, are divided between them on a pro rata basis. If special service area taxes are not paid in full at a foreclosure sale, and the lien amounts are bid in at such foreclosure sale, then unless the special service area taxes are then redeemed 19 through payment of the amount of the special service area taxes plus interest, the certificate of sale can be converted into a deed to the property only after expiration of the applicable redemption period. The Illinois Constitution prescribes certain minimum redemption periods for unpaid taxes on property, including special service area taxes, but the Illinois General Assembly may create longer redemption periods. For residential property with less than seven dwelling units,the Illinois Constitution provides for a minimum two-year redemption period. The corresponding statute, however, permits the delinquent owner of such property to redeem it for two and a half years (35 IL,CS 200/21-350). Additionally, in certain circumstances the redemption period may be extended for a period which will expire no later than 3 years from the date of the sale (35 ILCS 200/21-385). If the property can also be considered "vacant non-farm real estate,"the Constitution authorizes a reduction of the redemption period to one year,but the statute applicable to special service area taxes contains no such exception. No assurances can be given that the real property subject to sale or foreclosure and sale will be sold or, if sold, that the proceeds of sale will be sufficient to pay any delinquent installment of special service area taxes. Neither the Special Service Area Act nor Article 9 of the Illinois Municipal Code requires the City to purchase or otherwise acquire any lot or parcel of property offered for sale or subject to foreclosure if there is no other purchaser at such sale. Article 9 of the Illinois Municipal Code does specify that the special service area taxes will have the same lien priority in the case of delinquency as the priority of the lien of ad valorem property taxes. If the Reserve Fund is depleted and delinquencies in the payment of Special Taxes exist, there could be a default or delay in payments to the Bondowners pending the annual tax sale and/or prosecution of foreclosure proceedings and receipt by the Village of the sale and/or foreclosure sale proceeds, if any. However, subject to the Maximum Parcel Special Tax as set forth in the Special Tax Roll and Report and the Special Service Area Act, the Village may adjust the Special Taxes levied on all property within the Area in future calendar years to provide an amount, taking into account such delinquencies, required to pay debt service on the Bonds and to replenish the Reserve Fund. The amounts of the Maximum Parcel Special Tax are sufficient to pay the amounts required by the Indenture to be paid on the Bonds (except with respect to a Mandatory Prepayment); however,there are no assurances that the taxes levied will always be collected in their entirety. Value to Lien Ratio The following table sets forth the assessed value-to-lien ratio with respect to the Project, based on $6,650,000 aggregate principal amount of the Bonds as compared to Appraised Value: Value of Parcels improved with On-Site Special Appraised Value Services(based on 185 Single Family Homes and 80 Duplexes) . ......... $49,666,491 Bonds Outstanding 2..................................................................................... $6,650,000 Value-to-Lien Ratio..................................................................................... 7.9:1 1 Three times the equalized assessed value. Based on 185 Single Family Homes and 80 Duplexes. See"INTRODUCTORY STATEMENT"and"PLAN OF FINANCE—The Special Services." 2 As of March 1,2013 Source:Kendall County and David Taussig&Associates,Inc. This value-to-lien ratio is based on the Equalized Assessed Valuation of the Parcels. No assurance can be given that the foregoing ratio can or will be maintained during the period of time the Bonds are outstanding both because property values could drop and because other public entities, over which the Area has no control, could issue additional indebtedness secured by a lien on a parity with the lien securing payment of the Special Taxes or payable through the levy or imposition of a tax on a parity with the Special Taxes. 20 Tax Assessment, Collection and Representative Property Taxes Under state law, local assessment officers are responsible for determining the assessed valuation of taxable real property including railroad property not used for transportation purposes. Certain other types of taxable property including railroad property used for transportation purposes and pollution control equipment, are assessed by the Illinois Department of Revenue (the "Department"). Valuations determined by local assessment officers are subject to appeal and review at the county level and then, in general, to equalization by the Department. Such equalization is achieved by applying to each county's assessments a multiplier determined by the Department. The purpose of equalization is to provide a common basis of assessments among counties by adjusting assessments toward the statutory standard of 33-1/3% of fair market value. Farmland is assessed according to a statutory formula which takes into account factors such as productivity and crop mix. Taxes are extended against the assessed values after equalization. Certain statutory exemptions provide for reductions in assessed valuation or for limitations upon increases in assessed valuation to qualifying taxpayers. Property tax levies of each taxing body, such as the City, are filed in the office of the county clerk of each county in which territory of the taxing body is located. The county clerk computes the rates and amounts of taxes applicable to taxable property subject to the tax levies of each taxing body and determines the dollar amount of taxes attributable to the respective parcels of taxable property. The county clerk then supplies to the appropriate collecting officials within the county the information needed to bill the taxes in respect to the various parcels therein. After the taxes have been collected, the collecting officials distribute to the various taxing bodies their respective shares of the taxes collected. Taxes levied in one calendar year are due and payable in two installments during the next calendar year. Taxes not paid when due are subject to a penalty of 11/z% per month until paid. Unpaid property taxes constitute a lien against the property subject to the tax. The following table sets forth a statement of general ad valorem taxes,based on current rates,that would be expected to be assessed against Parcels improved with detached Single Family Homes and Duplexes in the Area based on the assessed values for such property set forth below and the most recent tax bill received by the Developer as owner of property in the Area. Ad Valorem Taxes United City of Yorkville Single Family Home Duplex Market Value................................................................................ $228,813 $ 156,396 Assessed Value............................................................................. 76,271 52,132 Multiplier...................................................................................... 1 1 Average Homeowner's Exemption............................................... (3,500) (3,500) Taxable Valuation......................................................................... $72,771 $48,632 21 Single Family Home Duplex Taxing Agency Tax Rate(%)' Tax Rate(%) Countyof Kendall........................................................................ MentalHealth............................................................................... CountyHealth............................................................................... Kendall County Forest Preserve................................................... KendallTownship......................................................................... Bristol—Kendall Fire District...................................................... Yorkville—Bristol Sanitary District............................................. Unit School District Number 115................................................. Community College Dist.Number 516........................................ Cityof Yorkville........................................................................... YorkvilleLibrary.......................................................................... TotalTax Rate.............................................................................. Representative Ad Valorem Tax.................................................. $6,717 $4,489 Maximum Parcel Special Tax Levy Year 2012............................ 2,328 1,906 Total TaxesZ.................................................................................. $9,045 $6,385 Tax rates are for 2012 and assume a Parcel improved with a Single Family Home or Duplex in the United City of Yorkville,Kendall Township,Kendall County,Illinois. 2 The amounts shown represent the Maximum Parcel Special Tax per Parcel,which was determined by David Taussig& Associates, Inc., Special Tax Consultant, after estimating Administration Expenses and additional taxes for delinquencies. The City has no control over the amount of additional debt payable from taxes or assessments on all or a portion of the property within the Area, that may be issued in the future by other governmental entities or districts. Nothing prevents the owners of land within the Area from consenting to the issuance of additional debt by other public agencies which would be secured by taxes or assessments on the same property subject to the Special Taxes. To the extent such indebtedness is payable from assessments, and other special taxes levied pursuant to the Special Service Area Act or other taxes, such assessments, special taxes and other taxes may have a lien on the property within the Area in addition to and on a parity with the lien of the Special Taxes. Accordingly, the liens on the property within the Area could increase without any corresponding increase in the value of the property within the Area and thereby reduce the ratio that exists at the time the Bonds are issued between the value of the property and the debt secured by the taxes and assessments thereon. The imposition of such additional indebtedness could also reduce the willingness and ability of the property owners within the Area to pay the Special Taxes when due. See"RISK FACTORS—Overlapping Indebtedness." THE CITY General The United City of Yorkville (the "City") was established in 1834, and has been the county seat of Kendall County since 1859. It is located in northeastern Illinois on the Fox River approximately 45 miles southwest of Chicago. Nearby communities include Oswego, Bristol, Plano, Millbrook, Helmar, Newark, Plattville,Montgomery, Sugar Grove and Plainfield. According to the 2000 Census,the City has a population of 6,189. A special census in December of 2003 resulted in a population total of more than 8,500; a special census completed in May of 2006 showed an increase in that total of 31.8% when the population increased to 11,204. The special census in 2008 recorded a population of 16,838 which increased to 16,921 at the 2010 census. 22 City Government and Services The City follows a Mayor/City Council form of government in which the Mayor,Aldermen, City Clerk and City Treasurer are each elected to a four-year term. The City Council is comprised of the Mayor and eight Aldermen(two Aldermen elected from each of the City's four wards). The City is served by the Bristo/Kendall Fire Protection District which carries a Protection Class 6 and maintains a 24 hour paramedic unit. The Police Department has employs 23 full-time officers and 4 part-time officers and emergency medical service is available 24 hours a day. Transportation The City is approximately 15 miles west of Interstate 55 (I-55); almost 20 miles north of Interstate 80 (1-80); and nearly 12 miles south of Interstate 88 (1-88). Illinois Routes 47 and 34 intersect the City. O'Hare International Airport is approximately 40 miles northeast of the City and Midway Airport is about 40 miles to the east in Chicago. Aurora Municipal Airport, approximately ten miles to the north provides lighted runways and aircraft tiedowns, hangar, power plant repair, air frame repair and navigator aids. Additionally it offers freight,charter and helicopter services. The Burlington Northern Sante Fe Railroad in nearby Aurora provides commuter rail service. Commerce and Industry Businesses and retailers are attracted to the City because of its location near several major thoroughfares and the Fox River. The City features several shopping centers including Kendall Marketplace and the historic downtown area as well as the retail establishments found on both the north and south ends of the City. It is also the site of the Fox Industrial park which is one of three tax increment districts;the other two are Countryside Center and the downtown area. Major private employers are found in a variety of fields including entertainment, retail, services and light industry. Some of the larger employers are the Raging Waves Water Park (450 employees), Wrigley Manufacturing Company LLC (335) employees), Super Target (180 employees), Menard Mega Store (140 employees), and Jewel/Osco and Newlyweds Foods (both with 130 employees). Community Life The City contains approximately 60 acres of parks with picnic areas, a gazebo and recreational fields. Programs offered include aerobics, basketball, bus trips, bowling, Country/Western dance, crafts, dance, fishing, golf, soccer, sports club, street hockey, tee ball, tennis and tumbling. Residents also enjoy a golf course and forest preserves which are nearby but outside the City boundaries. Raging Waves, the largest outdoor water park in Illinois, opened in 2009. Among its attractions are the Kangaroo Falls play structure with ladders and water spouts, the Cyclone Bowl and Boomerang Tornado rides as well as the Great Barrier Reef wave that imitates the action of the ocean. Yorkville Public Library (the "Library") serves the residents of the City and is a member of the Heritage Trail Library System. In addition to its extensive collection of book, Library resources include dial-a-story, local history, newspapers, sheet music, audio books, large print books, paperbacks, magazines, and videos and DVD's. Services available to the community are homebound serves, interlibrary loan, kit for brothers and sisters of new babies, kits for sick kids, loft meeting area, 23 photocopier, computers,tax forms,talking books,typewriter and voter registration. The Library offers the following online resources: animals and the environment; arts and crafts; children's book and screen characters; children's books and stories online; educational resources; exploration and museums; history and geography; holidays and celebrations; literature online; math and science; music and poetry; reference tools and homework help; space; and sports and recreation. The Library recently completed a $8.75 million expansion program. Medical services are available at Rush/Copley Medical Center in the City and also at the Rush/Copley Medicine Center and Provena-Mercy Center, both located in Aurora. Additional facilities are provided by Sandwich Community Hospital in Sandwich, Illinois. These institutions are about fifteen miles from the City. Education Community Unit School District Number 115 (the "District") meets the elementary and secondary educational requirements of the City with two elementary schools, one junior high school and one high school. The District has a staff of approximately 550 teachers and administrators and approximately 5,000 students. The District has implemented a new computer curriculum, innovative interdisciplinary projects and advanced team building and support programs for students and staff. Higher education opportunities are offered by Aurora University in nearby Aurora and Northern Illinois University in DeKalb. In addition, Waubonsee Community College District No. 516 (the "College") offers a wide variety of transfer, vocational, continuing and community education, children's and corporate development and training classes. It has 24 programs designed for transfer to senior institutions, and also offers occupational-oriented programs ranging in length from one semester to two years. The College recently opened a state-of-the-art academic computing center that houses eight classrooms and a 120 personal computer work station open lab. Socioeconomic Information Following are lists of large employers located in the City and in the surrounding area. 24 Major City Employers(l) Approximate Name Product/Service Employment Community Unit School District Number 115 Education 550 Raging Waves Water Park Water Park 450 Kendall County County Government 345 Wrigley Manufacturing Co.,LLC Sugar Confections,Bubble Gum,and Candy 335 Super Target Retail Store 180 United City of Yorkville City Government 155 Menards Mega Store Home Improvement Store 140 Jewel/Osco Grocery Store 130 Newlyweds Foods Food Seasonings,Cures and Binders 130 Kohl's Retail Store 115 United States Postal Service Postal Service 100 Hillside Health Care Center Healthcare 90 Home Depot Home Improvement Store 85 Wheatland Title Guaranty Co Title Insurance 65 Marshalls Retail Store 50 SEC Group,Inc.,An HR Green Company Civil Engineering Service 50 Brenart Eye Clinic Eyeglasses 45 Rush-Copley Medical Center Medical Center 45 Maciano's Pizza&Pastaria Restaurant 40 Panera Bread Restaurant and Bakery 40 Note: (1) Source: 2013 Illinois Manufacturers Directory,2013 Illinois Services Directory,Yorkville Economic Development Corporation and a selective telephone survey. 25 Major Area Employers(') Approximate Name Location Business or Product Employment Greater Fox Rush-Copley Medical Center(2) Valley Area Medical Center 2,000 Waubonsee Community College#516 Sugar Grove Education 1,460 Exelon Nuclear,Dresden Generation Station Morris Electric Service 900 Eby-Brown Co Montgomery Wholesale Tobacco and Confectionery 400 Lyons Workspace Products,LLC Montgomery Steel Storage Equipment 400 LyondellBassell Industries Morris Plastic Materials 400 V V F Illinois Services Montgomery Soap and Detergents 350 Fox River Foods Inc. Montgomery Wholesale Food 300 Northfield Block Co Montgomery Architectural Concrete Blocks 300 CB&I,Inc. Plainfield Storage Tank Insulation Equipment 300 Diageo North American,Inc. Plainfield Gin and Vodka Distilling 300 Aurora Bearing Co. Montgomery Ball and Roller Bearings 250 Coldwell Banker Primus Realty Oswego Residential Real Estate 225 Hormann Gadco LLC Montgomery Doors,Sash and Trim Metal 200 Plainfield Precision Plainfield Custom Metal and Plastic Components 200 Midwest Mfg.,Inc. Plano Millwork 200 Walsh Landscape Plainfield Landscape Construction and Maintenance 185 Aurora Metals Div.,L.L.C. Montgomery Copper foundries 150 International Paper Montgomery Corrugated Cartons 150 Radiac Abrasives,Inc. Oswego Diamond Grinding Wheels 150 Fox Valley Molding,Inc. Plano Compression Transfer and Injection Molding 150 Note: (1) Source: 2003 Illinois Manufacturers Directory,2013 Illinois Services Directory and a selective telephone survey. (2) Includes the City. The following tables show employment by industry and by occupation for the City, Kendall County(the"County") and the State of Illinois(the"State") as reported by the U.S. Census Bureau 2007- 2011 American Community Survey 5-year estimated values. Employment By Industry(') The City Kendall County State of Illinois Classification Number Percent Number Percent Number Percent Agriculture,Forestry,Fishing,Hunting,and Mining......... 20 0.2% 333 0.6% 63,960 1.1% Construction....................................................................... 626 7.6% 3,912 7.0% 343,232 5.7% Manufacturing................................................................... 1,260 15.3% 7,522 13.5% 775,663 12.8% Wholesale Trade................................................................ 274 3.3% 1,805 3.2% 196,738 3.3% Retail Trade....................................................................... 996 12.1% 6,633 11.9% 659,708 10.9% Transportation and Warehousing,and Utilities.................. 408 5.0% 3,555 6.4% 355,486 5.9% Information........................................................................ 312 3.8% 1,405 2.5% 135,688 2.2% Finance,Insurance,Real Estate,and Rental and Leasing.. 508 6.2% 4,890 8.8% 466,468 7.7% Professional,Scientific,Management,Administrative, and Waste Management Services.................................. 641 7.8% 5,874 10.5% 662,987 11.0% Educational,Health and Social Services............................ 1,910 23.2% 11,398 20.4% 1,337,455 22.1% Entertainment and Recreation Services, Accommodation and Food Services.............................. 502 6.1% 3,878 7.0% 524,925 8.7% Other Services(except Public Administration).................. 316 3.8% 2,126 3.8% 288,538 4.8% Public Administration........................................................ 447 5.4% 2,467 4.4% 232,923 3.9% Total..................................................................... 8,220 100.0% 55,798 100.0% 6,043,771 100.0% Note: (1) Source: U.S.Bureau of the Census,American Community Survey 5-year estimates 2007 to 2011. 26 Employment By Occupation(') The City Kendall County State of Illinois Classification Number Percent Number Percent Number Percent Management Business, Science and Art................. 3,393 41.3% 21,718 38.9% 2,167,571 35.9% Service.................................................................... 1,274 15.5% 7,319 13.1% 1,007,434 16.7% Sales and Office...................................................... 1,947 23.7% 14,863 26.6% 1,550,202 25.6% Natural Resources,Construction,and Maintenance....................................................... 740 9.0% 5,159 9.2% 474,566 7.9% Production,Transportation,and Material Moving. 866 10.5% 6.739 12.1% 843,998 14.0% Total................................................................... 8,220 100.0% 55,798 100.0% 6,043,771 100.0% Note: (1) Source: U.S.Bureau of the Census,American Community Survey 5-year estimates 2007 to 2011. Annual Average Unemployment Rates(') Calendar Year The City Kendall County State of Illinois 2003 3.6% 6.0% 6.7% 2004................... 3.4% 5.0% 6.2% 2005................... 3.2% 5.2% 5.7% 2006................... 2.6% 4.0% 4.5% 2007................... 3.1% 4.5% 4.6% 2008................... 3.8% 5.8% 6.4% 2009................... 6.6% 9.9% 10.0% 2010................... 6.4% 9.8% 10.3% 2011................... 5.9% 8.7% 9.8% 2012................... N/A 7.8% 8.9% 2013(2)................ N/A 9.0% 10.1% Notes: (1) Illinois Department of Employment Security. (2) Preliminary rates for the month of January 2013. Housing The U.S. Census Bureau 5-year estimated values reported that the median value of the City's owner-occupied homes was $248,200. This compares to $239,300 for the County and $198,500 for the State of Illinois. The following table represents the five year average market value of specified owner- occupied united for the City, the County and the State of Illinois at the time of the 2007-2011 American Community Survey. 27 Specified Owner-Occupied Units(l) The City Kendall County State of Illinois Value Number Percent Number Percent Number Percent Less than$50,000.......... 68 1.5% 302 1.0% 218,208 6.7% $50,000 to$99,999........ 141 3.2% 789 2.5% 451,967 13.8% $100,000 to$149,999.... 396 8.8% 2,652 8.3% 464,158 14.2% $150,000 to$199,999.... 654 14.6% 6,873 21.6% 518,957 15.8% $200,000 to$299,999.... 1,909 42.6% 12,198 38.4% 725,004 22.1% $300,000 to$499,999.... 1,099 24.6% 7,465 23.5% 613,486 18.7% $500,000 to$999,999.... 209 4.7% 1,287 4.1% 234,600 7.2% $1,000,OOOor more........ 0 0.0% 204 0.6% 53,191 1.6% Total........................... 4,476 100.0% 31,770 100.0% 3,279,571 100.0% Note: (1) Source: U.S.Bureau of the Census,American Community Survey 5-year estimates 2007 to 2011. Mortgage Status(i) The City Kendall County State of Illinois Number Percent Number Percent Number Percent Housing Units with a Mortgage 3,802 84.9% 27,085 85.3% 2,272,745 69.3% Housing Unites without a Mortgage 674 15.1% 4,685 14.7% 1,006,826 30.7% Total....................... 4,476 100.0% 31,770 100.0% 3,279,571 100.0% Income The following table shows the Illinois counties with the highest per capita personal income for the year 2010.Kendall County ranked fourth among all counties in the state. Per Capita Personal income for the Ten Highest Income Counties in the State(]) Rank 2007-2011 1.................................................. Lake County................................. $38,512 2.................................................. DuPage County............................. 38,405 3.................................................. McHenry County........................... 32,318 4.................................................. Monroe County............................. 31,570 5.................................................. Kendall County............................. 31,325 6.................................................. Will County................................. 30,199 7.................................................. Cook County................................ 29,920 8.................................................. Woodford County.......................... 29,886 9.................................................. Kane County................................ 29,864 10.................................................. Sangamon County......................... 29,167 Note: (1) Source:U.S.Bureau of the Census.2007-2011 American Community 5-Year Estimates. The following shows a ranking of median family income for the Chicago metropolitan area from the 2007-2011 American Community Survey. 28 Ranking of Median Family Income(]) Ill. Family Ill. County Income Rank DuPage County............................. $94,049 1 Lake County................................ 93,260 2 Kendall County.............................. 90,696 3 McHenry County........................... 87,133 4 Will County................................. 86,372 5 Kane County................................. 79,686 7 Cook County................................ 65,842 20 Note:(1) Source:U.S.Bureau of the Census. 2007-2011 American Community 5-Year Estimates. The U.S. Census Bureau 5-year estimated values reported that the City had a median family income of$90,657. This compares to $90,696 for the County and $69,658 for the State of Illinois. The following table represents the distribution of family income for the City, the County and the State of Illinois at the time of the 2007-2011 American Community Survey. Median Family Income(]) The City The County State of Illinois Value Number Percent Number Percent Number Percent Under$10,000 8 0.2% 361 1.2% 131,841 4.2% $10,000 to$14,999 30 0.7% 175 0.6% 86,610 2.7% $15,000 to$24,999 265 6.3% 926 3.2% 224,421 7.1% $25,000 to$34,999 198 4.7% 1,379 4.7% 260,262 8.3% $35,000 to$49,999 415 9.8% 2,617 9.0% 389,862 12.4% $50,000 to$74,999 735 17.4% 5,659 19.4% 606,737 19.2% $75,000 to$99,999 762 18.0% 5,386 18.5% 486,151 15.4% $100,000 to$149,999 1,175 27.8% 8,409 28.9% 547,784 17.4% $150,000 to$199,999 342 8.1% 2,581 8.9% 212,016 6.7% $200,000 or more 298 7.0% 1,609 5.5% 207,841 6.6% Total........................... 4,228 100.0% 29,102 100.0% 3,279,571 100.0% Note: (1) Source:U.S.Bureau of the Census.American Community Survey 5-year estimates 2007 to 2011. The U.S. Census Bureau 5-year estimated values reported that the City had a median household income of$82,917. This compares to $82,649 for the County and $56,576 for the State of Illinois. The following table represents the distribution of household incomes for the City, the County and the State of Illinois at the time of the 2007-2011 American Community Survey. 29 Household Income(]) The City The County State of Illinois Value Number Percent Number Percent Number Percent Under$10,000 47 0.8% 689 1.9% 324,506 6.8% $10,000 to$14,999 75 1.3% 481 1.3% 225,927 4.7% $15,000 to$24,999 442 7.7% 1,697 4.6% 480,204 10.1% $25,000 to$34,999 286 5.0% 1,965 5.3% 462,115 9.7% $35,000 to$49,999 774 13.5% 3,940 10.7% 628,998 13.2% $50,000 to$74,999 949 16.6% 7,596 20.6% 884,623 18.5% $75,000 to$99,999 971 17.0% 6,558 17.8% 627,813 13.2% $100,000 to$149,999 1,485 26.0% 9,348 25.4% 656,199 13.7% $150,000 to$199,999 387 6.8% 2,870 7.8% 243,765 5.1% $200,000 or more 305 5.3% 1,712 4.6% 238,852 5.0% Total........................... 5,721 100.0% 36,856 100.0% 4,773,002 100.0% Note: (1) Source:U.S.Bureau of the Census.American Community Survey 5-year estimate 2007-2011. Retail Activity Following is a summary of the City's sales tax receipts as collected and disbursed by the State. Retailers' Occupation, Service Occupation and Use Tax(]) State Fiscal Year State Sales Tax Annual Percent Ending June 30 Distributions(2) Change±(-) 2003...................... $ 1,558,831 29.55%(3) 2004....................... 1,982,218 27.16% 2005...................... 2,320,546 17.07% 2006...................... 2,649,888 14.19% 2007...................... 2,631,521 (0.69%) 2008...................... 2,506,434 (4.75%) 2009...................... 2,500,285 (0.25%) 2010...................... 2,446,099 (2.17%) 2011...................... 2,569,233 5.03% 2012...................... 2,552,483 (0.65%) Growth from 2003 to 2012..................... 63.74 Notes: (1) Source:Illinois Department of Revenue (2) Tax distributions are based on records of the Illinois Department of Revenue relating to the 1%municipal portion of the Retailers' Occupation, Service Occupation and use Tax, collected on behalf of the City, less a State administration fee. The municipal 1% includes tax receipts from the sale of food and drugs which are not taxed by the State. (3) The 2003 percentage is based on a 2002 sales tax of$1,203,279 30 The following tables show the representative property tax rates for the City from 2007 through 2011 and the amount of tax extensions and collection for the levy year 2007 through 2011. Representative Tax Rates(i) (Per$100 EAV) Levy Year The City 2007 2008 2009 2010 2011 Corporate.......................................................... IMRF................................................................ Police Protection............................................... Police Pension.................................................. Garbage............................................................. Audit................................................................. Liability Insurance............................................ Social Security.................................................. School Cross Guard.......................................... Unemployment Insurance................................. Library.............................................................. IMRF—Library................................................ SS—Library...................................................... Total City Rates(z)......................................... KendallCounty................................................. Kendall County Forest Preserve....................... Kendall Township............................................. Bristol—Kendall Fire District.......................... Yorkville—Bristol Sanitary District................. Unit School District Number 115..................... Community College District Number 516........ Total Tax Rates(3)......................................... (1) Source: Kendall County Clerk (2) Statutory tax rate limits for the City are as follows: Corporate($0.3300); Police Protection($0.0750);Garbage ($0.2000);School Cross Guard($0.0200);and Library($0.1500). (3) Representative tax rates for other government units are from Kendall Township tax code 003. Tax Extensions and Collections(l) (Excludes Road and Bridge Levy) Taxes Collected(3) Taxes Levy Year Coll.Year Extended(2) Amount Percent 2007 1998 2008 1999 2009 2000 2010 2001 2011 2002 2002 2003 In Collection (1) Source: Kendall County Treasurer (2) Tax extensions have been adjusted for abatements. (3) Total collections include back taxes,taxpayer refunds,interest,etc. 31 THE SPECIAL SERVICE AREA AND SPECIAL TAXES The Special Service Area Act Section 7(6) of Article VII of the Illinois Constitution of 1970 permits a non-home rule unit to levy or impose additional taxes upon areas within its boundaries to provide special services to those areas and to pay debt incurred in order to provide those special services in the manner provided by law. Such areas are established pursuant to the provisions of the Special Service Area Act. Under the Special Service Area Act, the Corporate Authorities of the municipality within which the special service area lies constitute the governing body of such special service area. The Special Service Area Act provides that bonds may be issued to provide for the special services. Such bonds do not constitute indebtedness of the municipality in which the special service area is situated for the purpose of any limitation imposed by any law. Such bonds shall be retired by a tax which may be either an ad valorem property tax, a special tax, or a combination of an ad valorem property and a special tax. A special tax may be levied or imposed on any basis that provides a rational relationship between the amount of special tax levied or imposed against each lot or parcel within the special service area and the special service benefit conferred. The Special Service Area Act further provides that the lien and foreclosure remedies provided in Article 9 of the Illinois Municipal Code shall apply on non-payment of any special tax. The Special Service Area Act contains a provision that allows residents of a special service area to petition the circuit court having jurisdiction to disconnect territory from the special service area if, among other things, such territory was not, is not, and is not intended by the corporate authorities which created the special service area to be benefited or served by services then existing or authorized, and that such territory constitutes less than 1 1/2% of the special service area's total equalized assessed valuation. The City has represented that no parcel within the Area meets this test. Establishment of the Area Pursuant to the Special Service Area Act, the Corporate Authorities of the City adopted Ordinance No. 2003-27 on April 22, 2003, proposing to establish the Area. Pursuant to notice given by publication at least once not less than 15 days prior to the hearing, and pursuant to notice by mail to each person in whose name general taxes for the last proceeding year were paid on each parcel of land within the Area, a public hearing was held on July 8, 2003 to further consider establishment of the Area. On August 12, 2003 the City Board adopted Ordinance No. 2003-54 (the "Establishing Ordinance"), which established the Area to provide certain special services, and authorized the City to levy and collect Special Taxes in the manner set forth in the Special Tax Roll and Report, to pay principal of and interest on the bonds secured by the Special Taxes in an aggregate principal amount not to exceed$15,000,000 to be retired over a period not to exceed 30 years at an interest rate not to exceed 9%per annum or 125% of the rate for the most recent date shown in the 20 G.O. Bonds Index of average municipal bond yields as published in the most recent edition of the Bond Buyer at the time the contract is made for sale of the Bonds and the Bonds shall mature within not more than thirty (30) year from their issue date; the proceeds of the sale of the Bonds would be used to (a)construct such Special Services; and (b)to pay administrative expenses. Pursuant to the Special Service Area Act, if a petition signed by at least 51% of the electors residing within the Area and by at least 51% of the owners of record of land included within the boundaries of the Area is filed with the municipal clerk within 60 days following the final adjournment of the public hearing objecting to the creation of the Area, the issuance of the Bonds or the provision of the Special Services,then the Area may not be created. No such petition was filed objecting to the creation of the Area. The sole owner of the property has waived its right to file an objection petition pursuant to the Special Service Area Act. The City has caused the Declaration of Consent and the Establishing Ordinance to be recorded in the Office of the Recorder of Deeds of Kendall County. 32 Levy,Abatement and Collection of Special Taxes In Illinois, property taxes levied in one year become payable during the following year as provided in said levy. See "SECURITY AND SOURCE OF PAYMENT FOR THE BONDS — Tax Assessment, Collection and Representative Property Taxes." Pursuant to the Bond Ordinance the City has levied the Maximum Parcel Special Tax for all parcels within the Area. Pursuant to the Indenture and the Special Tax Roll and Report, the City has covenanted that prior to the last Tuesday of December of each year the Mayor and City Council of the City shall determine the Special Tax Requirement due as provided in the Special Tax Roll and Report, taking into account other amounts that may be available to pay principal of and interest on the Bonds and administrative expenses, to amend the Special Tax Roll pursuant to the Special Tax Roll and Report and shall, by ordinance, approve the amount of the Special Tax Requirement and direct the County Clerk of Kendall County to extend the Special Taxes for collection on the tax books in the amounts so determined pursuant to the Special Tax Roll and Report against all parcels of taxable property in the Area. The Kendall County Clerk must receive the Special Tax Roll by the last Tuesday in December. The Kendall County Clerk intends, to the extent possible, to incorporate the Special Tax bill into the regular ad valorem property tax bill which will be payable in two equal installments. The first installment is payable in June and the second installment is payable in September. The Special Taxes levied by the Bond Ordinance shall be abated each year to the extent the taxes levied pursuant to such Bond Ordinance exceed the Special Tax Requirement as calculated by the Special Tax Consultant on behalf of the City. At the end of each collection year, the Kendall County Treasurer applies to the Circuit Court of Kendall County, for a judgment for all unpaid taxes. The Circuit Court of Kendall County order resulting from that application for judgment provides for a sale of all property with unpaid taxes. A public sale is held, at which time successful bidders pay the unpaid taxes plus penalties. The annual tax sale is usually held during October in Kendall County. Unpaid taxes accrue penalties at the rate of 1 1/2%per month from their due date until the date of sale. Taxpayers can redeem their property by paying the purchaser of the property at the tax sale the amount paid at the sale, plus a penalty. If redemption does not occur within two and one half years and certain procedural requirements are met, the purchaser of the property at the tax sale can receive a deed to the property which has been sold for delinquent taxes. In addition, a municipality may seek enforcement of unpaid Special Taxes through foreclosure proceedings by seeking in a court an adjudication of the existence of a lien and a finding of a failure to pay Special Taxes when due. Upon making such a finding, a court having jurisdiction would enter a foreclosure decree authorizing the sale of the property subject to the lien of the Special Taxes. See "SECURITY AND SOURCE OF PAYMENT FOR THE BONDS—Enforcement of Payment of Special Taxes"herein. Special Service Area Special Tax Roll and Report The following description of the Special Service Area Special Tax Roll and Report prepared by David Taussig & Associates, Inc., Newport Beach, California, Special Tax Consultant, is qualified in its entirety by reference to the complete form of the Special Tax Roll and Report set forth in Appendix A hereto. Capitalized terms used in this section but not defined shall have the meaning given to such terms in the Special Tax Roll and Report. The Special Service Area Special Tax Roll and Report was prepared on the basis of 200 Single Family Homes and 86 Duplexes. See "INTRODUCTORY STATEMENT" and"PLAN OF FINANCE— The Special Services." The Special Tax Roll and Report sets forth the provisions for apportioning and levying the Special Taxes in the Area. The Special Taxes have been levied in the Area each Calendar Year from 2013 to 2031 and will be collected each Calendar Year from 2014 to 2032. The amount of Special Taxes to be levied pursuant to the Special Tax Roll and Report has been calculated to provide an amount equal to at least 110% of the annual debt service on the Bonds taking into account estimated 33 interest earnings and after deduction of estimated Administrative Expenses and taking into account prepayment of Special Taxes. The Maximum Parcel Special Tax levied by the City within the Area in 2013 shall be $591,955 and each year thereafter shall be increased by 1.50% per year; provided, however, that in no event shall the Maximum Annual Special Tax levied exceed $773,970 in 2031, the final year the Maximum Annual Special Tax shall be levied. Subject, however, to the mandatory prepayment provisions set forth in the Special Tax Roll and Report, the Special Tax Bond Prepayment amount shall not exceed the principal amount of the Bonds plus any Premium, Defeasance and Fees as such terms are defined in the Special Tax Roll and Report, less the Reserve Fund Credit, plus any delinquent Special Taxes on the Parcel for which the prepayment is being made, including any applicable penalties and related costs. See "THE BONDS—Optional Prepayment of Special Taxes"and"—Mandatory Prepayment of Special Taxes." The following table sets forth certain information concerning the Special Taxes, including the aggregate Maximum Parcel Special Tax to be collected in 2014 through 2032 and the Maximum Parcel Special Tax which has been levied pursuant to the Bond Ordinance: Maximum Parcel Special Tax for Levy Years 2013-2031 Maximum Parcel Special Tax per Single Maximum Parcel Maximum Parcel Special Levy Year(') Family Home Special Tax per Duplex Tax(Z) 2013 2,363.00 1,935.00 591,955 2014 2,398.00 1,964.00 600,750 2015 2,434.00 1,993.00 609,730 2016 2,471.00 2,023.00 618,975 2017 2,508.00 2,053.00 628,220 2018 2,546.00 2,084.00 637,730 2019 2,584.00 2,115.00 647,240 2020 2,623.00 2,147.00 657,015 2021 2,662.00 2,179.00 666,790 2022 2,702.00 2,212.00 676,830 2023 2,743.00 2,245.00 687,055 2024 2,784.00 2,279.00 697,360 2025 2,826.00 2,313.00 707,850 2026 2,868.00 2,348.00 718,420 2027 2,911.00 2,3 83.00 729,175 2028 2,955.00 2,419.00 740,195 2029 2,999.00 2,455.00 751,215 2030 3,044.00 2,492.00 762,500 2031 3,090.00 2,529.00 773,970 Taxes to be collected in year after levy year. (2) Based on 185 Single Family Homes and 80 Duplexes. See"PLAN OF FINANCE—The Special Services." Delinquency Rates Set forth in the table below is the percentage of Special Taxes levied within the Area for the payment of the Prior Bonds that were delinquent in payment in the years set forth therein. In addition,the table indicates the delinquent Parcels that were offered and sold at the County's annual tax sale in the same years. The Special Tax Consultant typically reviews delinquencies twice a year, in October of the collection year and again in November or December to determine the abatement amount and Special Taxes Requirement for the following year. 34 Delinquent Special Taxes in Area Amount of Amount Amount of Special Number of Special Special Special Special Taxes of Parcels Taxes Taxes Levy Taxes Taxes Delinquency Offered at Offered at Sold at Unsold at Year Assessed Collected Rate Tax Sale Tax Sale Tax Sale Tax Sale 2011 $508,509.40 $456,264.76 10.27% $52,244.64 20 $ 0.00 $52,244.64 2010 505,235.12 501,248.84 0.79 3,986.28 2 3,986.28 0.00 2009 484,292.96 472,914.32 2.35 11,378.64 7 11,378.64 0.00 2008 482,087.96 475,628.67 1.34 6,459.29 5 6,459.29 0.00 2007 470,366.50 455,578.50 3.14 14,788.00 8 12,939.50 1,848.50 Administrative Services David Taussig & Associates, Inc. (the "Administrator") will provide administrative services for the Special Service Area for the City pursuant to an Administrative Services Agreement. The Administrator prepared the Special Tax Roll and Report. Under the Administrative Services Agreement, the Administrator will (i) maintain a Parcel database necessary to extend, bill and collect the Special Taxes, (ii) calculate the amount of Special Taxes to be abated for the Area, (iii) prepare an annual report for the Area, (iv) facilitate billing of the Special Taxes, (v)monitor tax receipts and collections, (vi) track Special Taxes prepayment amounts and Special Reserve Fund Credits, (vii) field taxpayer inquiries, (viii) monitor sales practices and disclosure materials, and(ix)calculate any rebate on the Bonds. RISK FACTORS Investment in the Bonds involves risks which may not be appropriate for certain investors. The following is a discussion of certain risk factors which should be considered, in addition to other matters set forth in this Limited Offering Memorandum, in evaluating the Bonds which are not rated by a recognized rating agency. This discussion does not purport to be comprehensive or definitive. The occurrence of one or more of the events discussed herein could adversely affect the ability or willingness of property owners in the Area to pay their Special Taxes when due. Such failures to pay Special Taxes could result in the inability of the Area to make full and punctual payments of debt service on the Bonds. In addition, the occurrence of one or more of the events discussed herein could adversely affect the value of the property in the Area. Limited Source of Funds The Bonds, together with the interest thereon, are limited obligations of the City, payable solely from the Special Taxes and the amounts on deposit in the various funds and accounts established and maintained under the Indenture, all as more fully set forth therein. The Bonds are not general obligations of the City and do not constitute an indebtedness of the City within the meaning of any constitutional or statutory limitation. No holder of the Bonds shall have the right to compel the exercise of any taxing power of the City for payment of principal thereof or interest or premium, if any, thereon (other than the levy of the Special Taxes as provided in the Bond Ordinance and the Indenture). See "SECURITY AND SOURCE OF PAYMENT FOR THE BONDS—General"herein. 35 Information Not Verified Information concerning the Area and the proposed development has been obtained from the City, the Developer and other sources believed to be reliable,but much of that information involves predictions of future events, such as sales and ability of homeowners and other property owners to pay their share of the Special Taxes; such information is,by its nature,not subject to verification. Local, State and Federal Land Use Regulations There can be no assurance that land development operations within the Area will not be adversely affected by future government policies, including,but not limited to, governmental policies which directly or indirectly restrict or control development. During the past several years, state and federal regulatory agencies have significantly expanded their involvement in local land use matters through increased regulatory enforcement of various environmental laws, including the Endangered Species Act, the Clean Water Act and the Clean Air Act, among others. Such regulations can substantially impair the rate and amount of development without requiring just compensation unless the effect of the regulation is to deny all economic use of the affected property. Bondowners should assume that any event that significantly impairs the ability to develop land in the Area could cause the land values within the Area to decrease substantially and could affect the willingness and ability of the owners of land to pay the Special Taxes when due or to proceed with development of land in the Area. Overlapping Indebtedness The Special Taxes and any penalties assessed for failure to pay such taxes will constitute a lien against the parcels of land on which they will be levied until such taxes are paid. Such lien will be on a parity with all special taxes and special assessments which may be levied by other agencies and is co- equal to and independent of the lien for general ad valorem real property taxes regardless of when they are imposed upon the same property. The City, however, has no control over the ability of other entities and districts to issue indebtedness secured by special taxes or assessments payable from all or a portion of the property within the Area. The ability of an owner of land within the Area to pay the Special Taxes could be adversely affected if additional debt is issued or additional taxes or assessments are levied which are payable by the owners of land within the Area. The imposition of additional liens,whether public or private, may reduce the ability or willingness of the landowners to pay the Special Taxes and increases the possibility that foreclosure proceeds will not be adequate to pay delinquent Special Taxes. Tax Delinquencies In order to pay debt service on the Bonds, it is necessary that the Special Taxes within the Area be paid in a timely manner. The Special Taxes, from which funds necessary for the payment of principal of, and interest on, the Bonds are derived, will be billed to the property owners within the Area on the regular general ad valorem property tax bills sent to owners of such properties or on a special tax bill delivered at the same time as the regular ad valorem property tax bills. Such Special Tax installments are due and payable, and bear the same penalties and interest for non-payment, as do general ad valorem property tax installments. The unwillingness or inability of a property owner to pay ad valorem property tax bills as evidenced by general ad valorem tax delinquencies may also indicate an unwillingness or inability to make general ad valorem tax payments and Special Tax installment payments in the future. If owners fail to pay the Special Taxes when due there could be significant special tax delinquencies. Also, the Kendall County Collector may not be willing to bill the property owners in the Area the Special Taxes on their regular ad valorem property tax bills, or, if the Kendall County Collector is willing 36 to bill the property owners in the Area the Special Taxes on their regular ad valorem property bills today, the Kendall County Collector may not be willing to do so in the future. In that event,the responsibility to bill and collect Special Taxes would become the City's responsibility under the Special Tax Roll and Report. See "SECURITY AND SOURCE OF PAYMENT FOR THE BONDS — Enforcement of Payment of Special Taxes" for a discussion of the provisions which apply, and procedures which the City is obligated to follow under the Indenture, in the event of delinquencies in the payment of Special Taxes. See"RISK FACTORS—Potential Delay and Limitation in Foreclosure Proceedings" and"—Bankruptcy" below, for a discussion of limitations on the City's ability to foreclose the lien of delinquent unpaid Special Taxes in certain circumstances. Potential Delay and Limitations in Foreclosure Proceedings The payment of Special Taxes and the ability of the City to foreclose the lien of a delinquent unpaid Special Taxes may be limited by bankruptcy, insolvency and other laws generally affecting creditors' rights or by the laws of the State of Illinois relating to judicial foreclosure. See "RISK FACTORS — Bankruptcy." In addition, the prosecution of a foreclosure could be delayed due to many reasons,including crowded local court calendars or lengthy procedural delays. The ability of the City to foreclose the lien of a delinquent unpaid Special Tax payment may be limited with regard to properties in which the Federal Deposit Insurance Corporation ("FDIC") or any successor to the FDIC may acquire an interest. The FDIC currently does not have an interest in the land within the Area. However, if a lender takes a security interest in property in the Area and becomes insolvent, such a lender could fall under the jurisdiction of the FDIC. The FDIC could assert federal preemptive power to challenge any prior taxes, special taxes and assessments where it is in their interest to do so, including the requirement that local agencies obtain the consent of the FDIC in order to foreclose the lien of delinquent unpaid special taxes. If the City is required to obtain the consent of the FDIC to foreclose on property located in the Area, such consent could be denied and the City might be unable to pursue foreclosure proceedings. Additionally, obtaining such consent could delay the foreclosure proceedings. Any delay in foreclosure proceedings or the inability of the City to foreclose on property in the Area in which the FDIC has an interest could result in a delay or default in payment of the Bonds. In addition, potential investors should be aware that judicial foreclosure proceedings are not summary remedies and can be subject to significant procedural and other delays caused by crowded court calendars and other factors beyond the control of the Area or the City. In addition, the Illinois Constitution prescribes certain minimum redemption periods, which may be as long as three years, in the event of foreclosure. See "SECURITY AND SOURCE OF PAYMENT FOR THE BONDS — Enforcement of Payment of Special Taxes." It should be assumed that, under current conditions, it is estimated that a judicial foreclosure of the lien of the Special Taxes could take several years from initiation of litigation to the lien foreclosure sale. Delays and uncertainties in the Special Tax lien foreclosure process create significant risks for Bondowners. High rates of Special Tax payment delinquencies which continue during the pendency of protracted Special Tax lien foreclosure proceedings, could result in the rapid, total depletion of the Reserve Fund prior to replenishment from the resale of Parcels in the Area upon foreclosure. In that event, there could be a default in payments of the principal of, and interest on, the Bonds. Moreover, in the event of a delinquency in the payment of Special Taxes, no assurance can be given that the proceeds of any foreclosure sale or any County tax sale would be sufficient to pay the delinquent Special Taxes and any other delinquent special taxes, assessments or taxes. 37 Bankruptcy The various legal opinions to be delivered concurrently with the delivery of the Bonds (including Bond Counsel's approving legal opinion) will be qualified, as to the enforceability of the various legal instruments, by moratorium, bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors generally. Although a bankruptcy proceeding would not cause the Special Taxes to become extinguished, the amount and priority of any Special Tax lien could be modified if the value of the property falls below the value of the lien. If the value of the property is less than the lien, such excess amount could be treated as an unsecured claim by a bankruptcy court having jurisdiction. In addition, bankruptcy of a property owner could result in a delay in commencement and completion of tax sale or foreclosure proceedings. Such delay would increase the likelihood of a delay or default in payment of the principal of, and interest on,the Bonds and the possibility of delinquent tax Special Tax installments not being paid in full. Maximum Parcel Special Taxes Pursuant to the Bond Ordinance, the City has levied the Special Taxes in the maximum amounts permitted by the Special Tax Roll and Report. However, there is no assurance that the maximum amounts will at all times be sufficient to pay the amounts required to be paid by the Indenture. See "SECURITY AND SOURCE OF PAYMENT FOR THE BONDS—Special Taxes" and"THE SPECIAL SERVICE AREA AND SPECIAL TAXES—Special Service Area Special Tax Roll and Report." Prepayment of Special Taxes The prepayment amount applicable to each dwelling unit was established based upon the principal amount of the Prior Bonds and the corresponding interest rate. After the refunding, the amount of principal outstanding will exceed the principal amount of the refunded Prior Bonds. However, annual debt service on the Bonds will be lower than the annual debt service on the refunded Prior Bonds. However, if a significant number of property owners elect to prepay their Special Tax sooner than projected(there have been 21 prepayments in the Area to date),there would be a negative impact on debt service coverage. The Underwriter, on behalf of the City has run scenarios to calculate the possible impact. To mitigate the shortfall, the Special Reserve Fund has been created. See "SECURITY AND SOURCE OF PAYMENT FOR THE BONDS—Funds and Accounts—Special Reserve Fund." Disclosure to Future Purchasers The City has recorded the Establishing Ordinance for the property included in the Area in the Office of the Recorder of Deeds of Kendall County. While title companies normally refer to such notices in title reports, there can be no guarantee that such reference will be made or, if made, that a prospective purchaser or lender will consider such Special Tax obligation in the purchase of Parcels or the lending of money thereon. A purchaser's failure to be aware of or consider the Special Tax obligation may negatively affect such purchaser's willingness and ability to pay the Special Taxes when due. Limited Secondary Market There can be no guarantee that there will be a secondary market for the Bonds or, if a secondary market exists, that such Bonds can be sold for any particular price. Except as described below under the caption "CONTINUING DISCLOSURE," neither the City nor the Developer has committed to provide any financial or operating information on a going forward basis. See Appendix B—"Form of Indenture." Occasionally, because of general market conditions, lack of current information, the absence of a credit rating for the Bonds or because of adverse history or economic prospects connected with a particular 38 issue, secondary marketing practices in connection with a particular issue are suspended or terminated. In addition,prices of issues for which a market is being made will depend on then prevailing circumstances. Such prices could be substantially different from the original purchase price. Secondary Market and Prices The Underwriter presently does not intend to engage in secondary market trading of the Bonds. The Underwriter is not obligated to engage in secondary trading or to repurchase any of the Bonds at the request of the Owners thereof. No assurance can be given that a secondary market for any of the Bonds will be available and no assurance can be given that the initial offering prices for the Bonds will continue for any period of time. Loss of Tax Exemption Interest on the Bonds could become includible in gross income for federal income tax purposes retroactive to the date of issuance of the Bonds as a result of a failure of the City to comply with certain provisions of the Code. Should such an event of taxability occur, the Bonds are not subject to early redemption and will remain outstanding to maturity or until redeemed under the optional redemption or mandatory redemption provisions of the Indenture. Risk of Legislative and Judicial Changes Future legislation,regulations, governmental or judicial interpretation of regulations or legislation or practices and procedures related to property tax assessment, levy, collections or distribution could have a material effect on the calculation or availability of the Special Taxes. There is no assurance that legislation will not be considered or enacted in the future, and unless provision is made in such legislation for special service areas generally in Illinois, the generation of the Special Taxes could be materially adversely affected. UNDERWRITING The Underwriter, William Blair& Company, L.L.C., has agreed to purchase the Bonds from the City for reoffering, subject to certain conditions, at an aggregate purchase price of$ , which reflects an underwriting discount of$ . Under the bond purchase agreement among the City and the Underwriter (the "Bond Purchase Agreement"), the Underwriter is obligated to purchase all of the Bonds if any are purchased. The obligation of the Underwriter to make such purchase is subject to certain conditions set forth in the Bond Purchase Agreement. The Underwriter may change the prices and other terms with respect to the offer and sale of the Bonds from time to time after the Bonds are released for sale, and the Bonds may be offered and sold at prices other than the initial offering price set forth on the cover page of this Limited Offering Memorandum,including sales to dealers. LEGAL OPINIONS Legal matters incident to the authorization, issuance and sale of the Bonds are subject to the approving legal opinion of Foley&Lardner LLP, Chicago, Illinois, Bond Counsel. The proposed form of the opinion of Bond Counsel is included herein as Appendix C. Certain legal matters will be passed upon for the Underwriter by its counsel, Burke Burns & Pinelli, Ltd., Chicago, Illinois; and for the City, by its counsel,Kathleen Field Orr&Associates, Chicago, Illinois. 39 TAX MATTERS [In the opinion of Foley&Lardner LLP, Bond Counsel, based upon an analysis of existing laws, regulations, rulings and court decisions, and assuming, among other matters, compliance with certain covenants, interest on the Bonds is excluded from gross income for federal income tax purposes under the Code and is not a specific preference item for purposes of determining an individual's or corporation's federal alternative minimum taxable income. However,Bond Counsel observes that interest on the Bonds is included in adjusted current earnings in calculating federal corporate alternative minimum taxable income. Interest on the Bonds is not exempt from State of Illinois income taxes. Bonds purchased, whether at original issuance or otherwise, for an amount greater than their principal amount payable at maturity(or, in some cases, at their earlier call date) ("Premium Bonds")will be treated as having amortizable bond premium. No deduction is allowable for the amortizable bond premium in the case of bonds, like the Premium Bonds, the interest on which is excluded from gross income for federal income tax purposes. However, the amount of tax exempt interest received, and a purchaser's basis in a Premium Bond, will be reduced by the amount of amortizable bond premium properly allocable to such purchaser. Thus, the amortization of Bond premium may have an effect on a bondholder's recognition of gain or loss when a Premium Bond is sold or paid off. Beneficial Owners of Premium Bonds should consult their own tax advisors with respect to the proper treatment of amortizable bond premium in their particular circumstances. To the extent the issue price of any maturity of the Bonds is less than the amount to be paid at maturity of such Bonds (excluding amounts stated to be interest and payable at least annually over the term of such Bonds), the difference constitutes "original issue discount," the accrual of which, to the extent properly allocable to each Bondholder, is treated as interest on the Bonds which is excluded from gross income for federal income tax purposes. For this purpose, the issue price of a particular maturity of the Bonds is the first price at which a substantial amount of such maturity of the Bonds is sold to the public (excluding bond houses,brokers, or persons or organizations acting in the capacity of underwriters, placement agents or wholesalers). The original issue discount with respect to any maturity of the Bonds accrues daily over the term to maturity of such Bond on the basis of a constant interest rate compounded semiannually(with straight-line interpolations between compounding dates). The accruing original issue discount is added to the adjusted basis of such Bond to determine taxable gain or loss upon disposition (including sale, redemption, or payment on maturity) of Bonds. Beneficial Owners of the Bonds should consult their own tax advisors with respect to the tax consequence of ownership of Bonds with original issue discount, including the treatment of purchasers who do not purchase such Bonds in the original offering to the public at the first price at which a substantial amount of such Bond was sold to the public. Section 103 of the Code imposes various restrictions, conditions and requirements relating to exclusion from gross income for federal income tax purposes of interest on obligations such as the Bonds. The City has covenanted to comply with certain restrictions designed to insure that interest on the Bonds will not be included in a bondholder's gross income for federal income tax purposes. Failure to comply with these covenants may result in interest on the Bonds being included in gross income for federal income tax purposes,possibly from the original issue date of the Bonds. The opinion of Foley&Lardner LLP assumes compliance with these covenants. Foley & Lardner LLP has not undertaken to determine (or to inform any person)whether any actions taken (or not taken) or events occurring (or not occurring) after the date of issuance of the Bonds may adversely affect the value of or the tax-exempt status of interest on the Bonds. Further, Foley & Lardner LLP does not give assurance that pending or further legislation or amendments to the Code, if enacted into law,will not adversely affect the value of or the tax exempt status of interest on the Bonds. Beneficial Owners are encouraged to consult their own tax advisors with respect to proposals to restructure the federal income tax. 40 Certain requirements and procedures contained or referred to in the Indenture, the Bond Ordinance, the Tax Agreement and other relevant documents may be changed and certain actions (including, without limitation, defeasance of the Bonds) may be taken or omitted under the circumstance subject to the terms and conditions set forth in such documents. Foley & Lardner LLP expresses no opinion as to any Bond or the interest thereon if any such change occurs or action is taken or omitted upon advice or approval of bond counsel other than Foley&Lardner LLP. Although Foley & Lardner LLP is of the opinion that interest on the Bonds is excluded from gross income for federal income tax purposes, the ownership or disposition of, or the accrual or receipt of interest on, the Bonds may otherwise affect a Beneficial Owner's federal or state tax liability. The nature and extent of these other tax consequences will depend upon the particular tax status of the Beneficial Owner or the Beneficial Owner's other items of income or deduction. Foley & Lardner LLP express no opinion regarding any such other tax consequences. No assurance can be given that any future legislation or clarifications or amendments to the Code, if enacted into law, will not cause the interest on the Bonds to be subject, directly or indirectly, to federal or state income taxation, or otherwise prevent the Bondholders from realizing the full current benefit of the tax status of the interest thereon. Further, no assurance can be given that any such future legislation, or any actions of the IRS, including, but not limited to, selection of the Bonds for audit examination, or the course or result of any examination of the Bonds, or other bonds which present similar tax issues,will not affect the market price for the Bonds.] CONTINUING DISCLOSURE Although the Bonds are exempt from the requirements of Section(b)(5) of Rule 15c2-12 (the "Rule") adopted by the Securities and Exchange Commission (the "Commission") under the Securities Exchange Act of 1934, the Indenture provides that City will enter into a Continuing Disclosure Undertaking(the "Undertaking") for the benefit of the beneficial owners of the Bonds to send the Special Tax Roll and Report annually and to provide notice of certain events described in the Undertaking to the Municipal Securities Rulemaking Board (the "MSRB") through its Electronic Municipal Market Access System or through such other electronic format or system prescribed by the MSRB or the Commission for purposes of the Rule. A copy of the form of the Undertaking is attached as Appendix D. A failure by the City to comply with an Undertaking will not constitute a default under the Bond Ordinance or the Indenture and beneficial owners of the Bonds are limited to the remedies described in the Undertaking. (See Appendix D). The City is in compliance with every undertaking previously entered into by it pursuant to the Rule. LIMITED OFFERING The Bonds are being offered only to a limited number (35 or less) of sophisticated investors. Each prospective purchaser of the Bonds is being furnished a copy of this Limited Offering Memorandum, together with any supplements to this Limited Offering Memorandum. In addition, each prospective purchaser is hereby offered the opportunity, prior to purchasing any Bonds and at any time the Bonds are outstanding, to ask questions of, and receive answers from the Underwriter, the City and the Developer concerning the terms and conditions of the offering, and to obtain any additional relevant information, to the extent either possesses the same or can acquire it without unreasonable effort or expense. Inquiries concerning additional information should be directed in writing to the Underwriter at William Blair& Company, L.L.C., 222 W. Adams St., Chicago, Illinois 60606, Attention: Municipal Bond Department. 41 NO LITIGATION At the time of delivery of and payment for the Bonds, the City will certify that there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body,pending with respect to which the City has been served with process or is otherwise aware, or, to the knowledge of the officer of the City executing such certificate, threatened against the City affecting the existence of the City, the Area or the titles of its officers to their respective offices or seeking to restrain or to enjoin the sale or delivery of the Bonds,the application of the proceeds thereof in accordance with the Bond Ordinance and/or the Indenture, or the collection or application of the Special Taxes, or in any way contesting or affecting the validity or enforceability of the Bonds, the Bond Ordinance, the Indenture, or any action of the City contemplated by any of the said documents, or the collection or application of the Special Taxes, or in any way contesting the completeness or accuracy of the Bond Ordinance,the Indenture or any amendments or supplements hereto, or contesting the powers of the City contemplated by any of said documents, nor, to the knowledge of the officer of the City executing such certificate,is there any basis therefor. NO RATING The City has not made, and does not currently contemplate making, an application to any rating agency for the assignment of a rating to the Bonds. MISCELLANEOUS The references, excerpts, and summaries of documents and statutes contained in this Limited Offering Memorandum do not purport to be complete statements of the provisions of such documents and statutes, and reference is made to all such documents and statutes for full and complete statements of their terms and provisions. The estimates, assumptions, statistical and financial information, and all other information contained in this Limited Offering Memorandum have been compiled from official and other sources believed by the underwriter to be reliable; however, none of such estimates, assumptions, or information is guaranteed by the City, the Developer, the Special Tax Consultant, or the Underwriter as to completeness or accuracy. Any statement made in this Limited Offering Memorandum involving matters of opinion or of estimates, whether or not so expressly stated, is set forth as such and not as a representation of fact; no representation is made that any of the estimates contained herein will be realized. The information and expressions of opinion contained herein are subject to change without notice, and neither the delivery of this Limited Offering Memorandum nor any offer or sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the City or the Area since the date hereof. AUTHORIZATION The City has authorized the execution and distribution of this Limited Offering Memorandum. 42 UNITED CITY OF YORKVILLE, an Illinois municipal corporation By: Gary J. Golinski,Mayor 43 APPENDIX A Special Service Area Special Tax Roll and Report APPENDIX B Form of Indenture APPENDIX C Form of Bond Counsel Opinion APPENDIX D Form of Continuing Disclosure Undertaking AGREEMENT FOR ADMINISTRATIVE SERVICES THIS AGREEMENT is made and entered into this day of , 2013 by and between the United City of Yorkville at 800 Game Farm Road, Yorkville, Illinois 60560, hereinafter called "Yorkville" or "Client," and David Taussig & Associates, Inc., at 5000 Birch Street, Suite 6000, Newport Beach, CA 92660, hereinafter called "Consultant." The Client and the Consultant in consideration of the mutual promises and conditions herein contained agree as follows. ARTICLE I TERM OF CONTRACT Section 1.1 This agreement shall become effective on the date stated above and will continue in effect until terminated as provided in Article 6 below. ARTICLE II SERVICES TO BE PERFORMED BY CONSULTANT Section 2.1 Consultant agrees to perform the professional services for the Client in accordance with the applicable professional standard of care and to deliver the work products to the Client as described in the Scope of Work statement attached as Exhibit "A" hereto. Such professional services and work products, as from time to time modified in accordance with Section 2.3 hereof, are collectively referred to as the "Administrative Services." Section 2.2 Consultant will determine the method, details and means of performing the Administrative Services. Consultant may, at Consultant's own expense, employ such assistance as it deems necessary to perform the Administrative Services required by Client under this Agreement. Consultant shall conduct research and arrive at conclusions with respect to its rendition of information, advice, recommendation or counsel independent of the control and direction of the Client, other than normal contract monitoring. Section 2.3 All computer software (including without limitation financial models, compilations of formulas and spreadsheet models), inventions, designs, programs, improvements, processes and methods (collectively, the "Proprietary Models") used or developed by Consultant in performing its work is proprietary and shall remain property owned solely by, or licensed by a third party to Consultant. Client acknowledges and agrees that the consideration paid by Client herein only entitles Client to a license to use the hard copy or electronically transmitted reports generated pursuant to the Administrative Services; provided that Client has paid Consultant for the same, and that any Proprietary Model that Consultant uses to generate such reports is owned by, or is duly licensed from a third party to Consultant and is not being provided to Client hereunder. The reports and models used to generate such reports are for use in connection with the special tax administration of Special Service Area No. 2003-100 (hereinafter referred to as the "Project") only. The Client shall not reuse or make any modification to the hard copy or electronically transmitted reports generated pursuant to the Consulting Services without the prior written authorization of the Consultant. Any such reuse or modification shall be at Client's sole risk and without liability to Consultant. Client acknowledges and agrees that Consultant has the right to use the reports and analyses that it authors pursuant to this Agreement as base works or templates for reports and analyses that Consultant authors for Consultant's other clients, provided, however, that Consultant shall not use any confidential information provided by Client in such future reports and analyses. Client acknowledges and agrees that Consultant has spent substantial time and effort in collection and compiling data and information (the "Data Compilations") in connection with the Administrative Services and that such Data Compilations may be used by Consultant for its own purposes, including, without limitation, sale or distribution to third parties; provided, however, that Consultant will not sell or distribute any of Client's confidential information that may be contained in such Data Compilations, unless such confidential information is used only on an aggregated and anonymous basis. Section 2.4 Any proposed changes in the Administrative Services hereunder shall be submitted to the other party hereto, and any such changes agreed to by the parties shall be reflected in an amendment to Exhibit "A" in accordance with Section 7.2 hereto. Section 2.5 Nothing in this Agreement shall give the Consultant possession of authority with respect to any Client decision beyond the rendition of information, advice, recommendation or counsel. ARTICLE III COMPENSATION Section 3.1 Client agrees to pay Consultant for its Administrative Services a professional fee computed according to the Fee Schedule attached as Exhibit "B" hereto. (if applicable) Client acknowledges and agrees that portions of Consultant's professional fees and expenses may have been incurred by Consultant prior to the execution of this Agreement (the "Pre-Agreement Fees") and Client agrees to pay such Pre-Agreement Fees in accordance with this Agreement. Section 3.2 In addition to fees for services, Client shall reimburse Consultant for Consultant's out-of-pocket expenses as set forth in Exhibit "B" hereto . Expenses shall include all actual expenditures made by Consultant in the performance of any Consulting Services undertaken pursuant to this Agreement. Section 3.3 On or about the first two weeks of each quarter, in accordance with the Fee Schedule, Consultant shall present to Client an invoice. Such invoices shall be paid by Client within thirty (30) days of the date of each invoice. A 1.2% charge may be imposed against accounts which are not paid within 30 days of the date of each invoice. If Client objects to any portion of an invoice, Client shall notify Consultant within fourteen (14) calendar days of receipt of the invoice, otherwise the invoice shall be deemed accepted. If Client objects to any portion of an invoice, Client shall so timely notify Consultant in writing identifying the specific cause of the disagreement and the amount in dispute and shall pay that portion of the invoice not in dispute in accordance with the other payment terms of this Agreement. Section 3.4 The maximum total fee amount set forth in Exhibit "B" may be increased as a result of any expansion of the Administrative Services to be rendered hereunder pursuant to Section 2.3 or as provided in Exhibit "A" hereto. David Taussig&Associates,Inc. Page 2 United City of Yorkville SSA No. 2003-100 April 17, 2013 Section 3.5 Records of the Consultant's costs relating to (i) the Administrative Services performed under this Agreement and (ii) reimbursable expenses shall be kept and be available to the Client or to Client's authorized representative at reasonable intervals during normal business hours. ARTICLE IV OTHER OBLIGATIONS OF CONSULTANT Section 4.1 Consultant agrees to perform the Administrative Services in accordance with Exhibit "A." Should any errors caused by Consultant's negligence be found in such services or products, Consultant will correct them at no additional charge by revising the work products called for in Exhibit "A" to eliminate the errors. Consultant's contribution toward all obligations, losses, liabilities, damages, claims, attachments, executions, demands, actions and/or proceedings and all costs and expenses in connection therewith, including reasonable attorneys' fees, arising out of or connected with the performance of Consultant's Administrative Services under this Agreement, however alleged or arising, except as may arise from Consultant's willful misconduct or gross negligence, shall in no event exceed the amounts received by Consultant under this Agreement.. Section 4.2 Consultant will supply all tools and instrumentalities required to perform the Administrative Services under the Agreement. Section 4.3 Neither this Agreement nor any duties or obligations under this Agreement may be assigned by Consultant without the prior written consent of Client. However, Consultant may subcontract portions of the work to be performed hereunder to other persons or concerns provided Consultant notifies Client of the name and address of said proposed subcontractor and Client either consents or fails to respond to notification with respect to the use of any particular proposed subcontractor. Section 4.4 In the performance of its Administrative Service hereunder, Consultant is, and shall be deemed to be for all purposes, an independent contractor (and not an agent, officer, employee or representative of Client) under any and all laws, whether existing or future. Consultant is not authorized to make any representation, contract or commitment on behalf of Client. ARTICLE V OTHER OBLIGATIONS OF CLIENT Section 5.1 The Client shall provide full information in a timely manner regarding requirements for and limitations on the Project. Client agrees to comply with all reasonable requests of Consultant and provide access to all documents reasonably necessary to the performance of Consultant's duties under this Agreement with the exception of those documents which Exhibit "A" calls upon the Consultant to prepare. Furthermore, the Client shall designate one or more representatives authorized to act on the Client's behalf with respect to the Project. The Client or such designated representative shall render decisions in a timely manner pertaining to documents submitted by the Consultant in order to avoid unreasonable delay in the orderly and sequential progress of the Consultant's services. Section 5.2 Neither this Agreement nor any duties or obligations under this Agreement David Taussig&Associates,Inc. Page 3 United City of Yorkville SSA No. 2003-100 April 17, 2013 may be assigned by Client without the prior written consent of Consultant. Section 5.3 The Client, County of Kendall and other public agencies, property owners, consultants and other parties dealing with Client or involved in the subject special service areas referred to in Exhibit "A" will be furnishing to Consultant various data, reports, studies, computer printouts and other information and representations as to the facts involved in the special service areas which Client understands Consultant will be using and relying upon in preparing the reports, studies, computer printouts and other work products called for by Exhibit "A." Consultant shall not be obligated to establish or verify the accuracy of the information furnished by or on behalf of Client, nor shall Consultant be responsible for the impact or effect on its work products of the information furnished by or on behalf of Client, in the event that such information is in error and therefore introduces error into Consultant's work products. Section 5.4 The Client shall provide prompt written notice to the Consultant if the Client becomes aware of any fault or defect in the Project, including any errors, omissions or inconsistencies in the Consultant's Work Product. Section 5.4 In the event that court appearances, testimony or depositions are required of Consultant by Client in connection with the services rendered hereunder, Client shall compensate Consultant at a rate of $300 per hour and shall reimburse Consultant for out-of- pocket expenses on a cost basis. ARTICLE VI TERMINATION OF AGREEMENT Section 6.1 Either party may terminate or suspend this Agreement upon thirty days (30) written notice. Unless terminated as provided herein, this Agreement shall continue in force until the Administrative Services set forth in Exhibit "A" have been fully and completely performed and all proper invoices have been rendered and paid. Section 6.2 Should either party default in the performance of this Agreement or materially breach any of its provisions, the other party at its option may suspend or terminate this Agreement by giving written notification to the defaulting party. Such termination shall be effective upon receipt by the defaulting party, provided that the defaulting party shall be allowed ten(10) days in which to cure any default following receipt of notice of same. Section 6.3 In the event of any termination that is not the fault of the Consultant, the Client shall pay the Consultant, in addition to payment for Consulting Services rendered and reimbursable costs incurred, for all expenses reasonably incurred by the Consultant in connection with the orderly termination of this Agreement, including but not limited to demobilization, reassignment of personnel, associated overhead costs and all other expenses directly resulting from the termination, plus an amount for the Consultant's anticipated profit on the value of the Consulting Services not performed by the Consultant. Section 6.4 The covenants contained in Sections 2.2, 3.1, 4.1, 5.3, 5.4, and all of Article VII shall survive the termination of this Agreement. David Taussig&Associates,Inc. Page 4 United City of Yorkville SSA No. 2003-100 April 17, 2013 ARTICLE VII GENERAL PROVISIONS Section 7.1 Any notices to be given hereunder by either party to the other may be effected either by personal delivery in writing or by mail. Mailed notices shall be addressed to the parties at the addresses appearing in the introductory paragraph of this Agreement, but each party may change the address by written notice in accordance with the first sentence of this Section 7.1. Notices delivered personally will be deemed communicated as of actual receipt. Mailed notices will be deemed communicated as of two (2) days after mailing. Section 7.2 This Agreement and exhibits hereto supersede any and all agreements, either oral or written, between the parties hereto with respect to the rendering of service by Consultant for Client and contains all of the covenants and agreements between the parties with respect to the rendering of such services. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement, or promise not contained in this Agreement shall be valid or binding. Any modification of this Agreement (including any exhibit hereto) will be effective if it is in writing and signed by the party against whom it is sought to be enforced. Section 7.3 If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. Section 7.4 Any controversy between the parties hereto involving the construction or application of any of the terms, covenants, or conditions of this Agreement will, on the written request of one party served on the other, be submitted to binding arbitration in accordance with the commercial rules and regulations of the American Arbitration Association. The arbitration shall take place in Chicago, Illinois, or such other location mutually agreed to by the parties. The arbitrator(s) shall be selected as follows: In the event that Consultant and Client agree on one arbitrator, the arbitration shall be conducted by such arbitrator. In the event Consultant and Client do not so agree, Consultant and Client shall each select an arbitrator and the two arbitrators so selected shall select the third arbitrator. If there is more than one arbitrator, the arbitrators shall act by majority vote. The decree or judgement of an award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The parties may propose arbitrators from JAMS, ADR, ARC or any independent arbitrator/neutral for dispute resolution. The parties are not required to hire a triple A arbitrator for resolution of a dispute hereunder. Section 7.5 The prevailing party in any arbitration or legal action brought by one party against the other and arising out of this Agreement shall be entitled, in addition to any other rights and remedies it may have, to reimbursement for its expenses, including court costs and reasonable attorneys' fees. The non-prevailing party shall be liable, to the extent allowable under law, for all fees and expenses of the arbitrator(s) and all costs of the arbitration. Section 7.6 This Agreement will be governed by and construed in accordance with the laws of the State of Illinois. David Taussig&Associates,Inc. Page 5 United City of Yorkville SSA No. 2003-100 April 17, 2013 Section 7.7 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Client or the Consultant. The Consultant's services under this Agreement are being performed solely for the Client's benefit, and no other party or entity shall have any claim against the Consultant because of this Agreement or the performance or nonperformance of Consulting Services hereunder. IN WITNESS WHEREOF, this Agreement has been executed on the date and year first above written. CLIENT: United City of Yorkville By: Date: CONSULTANT: David Taussig & Associates, Inc. By: David Taussig, President Date: http://127.0.0.1/resources/Proposals/ADMIN/ILLINOIS/Yorkville/Admin Agreement SSA 2003-100(Revised 4.17.13).docx David Taussig&Associates,Inc. Page 6 United City of Yorkville SSA No. 2003-100 April 17, 2013 Exhibit A - Scope of Work The Scope of Work statement for the administration of Special Service Area No. 2003-100 (hereinafter referred to as "SSA") is comprised of those services associated with the annual calculation and billing of the special taxes, review of bond funds and accounts, responses to taxpayer inquiries (i.e., phone calls, prepayment requests, builder education/coordination), determination of arbitrage/rebate liability, reporting of certain information as set forth in the Continuing Disclosure Agreement and the Trust Indenture as follows: Task 1: Development Research and SSA Parcel Database This task involves gathering and organizing the information required to establish and maintain a parcel database necessary to extend, bill, and collect the special taxes, pursuant to the SSA Special Tax Roll and Report, and includes the following: 1.1 Subdivision Research: Coordinate with Yorkville and any developer to obtain copies of all final plats. Identify recording date, property use, acreage, and the lot, block and unit numbers, as applicable, for each new parcel. 1.2 Permanent Index Numbers: Coordinate with Kendall County (the "County") to determine valid Permanent Index Numbers ("PIN") and obtain new cadastral maps. 1.3 Classification of Property: Assign each parcel to the appropriate special tax classification in accordance with the SSA Special Tax Roll and Report. 1.4 SSA Parcel Database: Establish and maintain parcel database for the SSA that will include all relevant PINs, property data, and special tax characteristics. Task 2: Special Tax Requirement Calculation and Special Tax Abatement This task involves calculating the amount of special tax to be abated for the SSA and includes the following subtasks: 2.1 Bond Funds Accountability Analysis: This task involves the review and analysis of account statements for the funds and accounts maintained by the trustee. Consultant will prepare a monthly report, which summarizes the activity for each fund and account and evaluates flow of funds for consistency with the Indenture or other controlling documents. When necessary, Consultant will communicate our findings with Yorkville or trustee. 2.2 Determine Annual Expenses: Identify the SSA's expenses including annual debt service, administrative expenses, and provision for delinquencies. 2.3 Year-End Reconciliation: Prepare year-end reconciliation to determine surplus funds, if any, in the bond funds and accounts, interest earnings, and other credits that may be applied to toward the abatement of the special tax. 2.4 Extension of Special Taxes: Extend the required special taxes to each PIN pursuant to the SSA Special Tax Roll and Report and determine the resulting David Taussig&Associates,Inc. Page A.1 United City of Yorkville SSA No. 2003-100 April 17,2013 amount to be abated, if any. Task 3: Report Preparation This task includes the preparation of an annual report for the SSA, which will generally contain the following: • Brief Development Summary • Flow of Funds Summary • Special Tax Collection, Delinquencies, Tax Sale, and Foreclosure Status • Bond Fund and Account Balance Summary • Special Tax Requirement and Abatement The contents of the annual report will satisfy the reporting requirements set forth in Sections 6.213 and 8.5 of the Trust Indenture. Task 4: Billing of the Special Tax This task involves coordination with and assistance to the County, as needed, to facilitate the billing of the special tax. The following subtasks are included: 4.1 Special Tax Roll: For the SSA, Consultant will prepare a special tax roll listing each PIN and the corresponding maximum special tax, special tax amount abated, and special tax amount to be billed. 4.2 Transmittal to County: The special tax rolls will be transmitted to the County in hard copy and/or electronic form as specified by the County, along with a certified copy of the abatement ordinances, to be provided to Consultant by Yorkville, in hard copy and electronic form as specified by the County. Task 5: Assistance with Delinquent Special Taxes As needed, Consultant will assist in the monitoring of special tax receipts and collection of delinquent special taxes. The following subtasks are included: 5.1 Special Tax Receipts: Consultant will review the special tax distribution reports provided by the County to monitor and record the collection of special taxes. At Client's request, Consultant will arrange for the automatic wire transfer of special tax receipts to the trustee, provided the County and trustee can accommodate an electronic transfer of special taxes. Consultant will request and review the County's unpaid list to determine the payment status of each individual PIN. As needed, Consultant will record this data in a special tax payment database and prepare an annual delinquent special tax report for distribution to Yorkville, County, trustee, and other interested parties. 5.2 Demand Letters: this task entails the preparation and mailing of demand letters to the property owners that remain delinquent in the payment of special taxes after the County has conducted its tax sale (or such other date as specified in the Indenture). Consultant will prepare a draft demand letter for review and approval by Yorkville staff and counsel. After the form of the demand letter is approved, Consultant will print and mail the demand letters to property owners. David Taussig&Associates,Inc. Page A.2 United City of Yorkville SSA No. 2003-100 April 17,2013 5.3 Coordination with Property Owners: Consultant will respond to telephone calls from property owners who have questions regarding the payment of the delinquent special taxes. 5.4 Foreclosure: This task involves assistance with the foreclosure of the special taxes that remain delinquent after the follow-up process. Consultant assumes that at this stage in the collection process Yorkville will retain legal counsel to pursue foreclosure. Therefore, our services will consist of the preparation of materials detailing the delinquent special taxes,penalties, and interest. Task 6: Special Tax Prepayments This task entails the calculation of prepayment amounts and coordination with the trustee and associated record keeping in the event any special tax is prepaid. This task includes the following subtasks: 6.1 Prepayment Calculation: Upon request, Consultant will calculate the amount needed to prepay the special tax pursuant to the prepayment formula as set forth in the SSA Special Tax Roll and Report. Consultant will calculate the special reserve fund credit to be applied to the prepayment, if any. The prepayment information provided will identify the amount due, the deadline for payment, and direction regarding where payment is to be remitted. 6.2 Bond Redemption: This task involves analysis of the early redemption of bonds resulting from the prepayment of special taxes. Consultant will coordinate with the trustee to ensure the proper application of such funds and review the resulting revised debt service schedule. Task 7: Taxpayer Inquiries This task involves responding to inquiries regarding the SSA. This task includes brief written responses to property owners as necessary. Consultant has a toll-free number available to efficiently and effectively handle inquiries. Task 8: Continuing Disclosure and Dissemination This task involves the preparation and dissemination of a continuing disclosure report in accordance with Security and Exchange Commission Rule 15c2-12, which will generally contain the following: • Expected Special Taxes and Debt Service Coverage; • Representative Property Taxes; • Number of Residential Building Permits; and • Equalized Assessed Value. The contents of the continuing disclosure report will satisfy the reporting requirements set forth in Continuing Disclosure Agreement. Task 9: Arbitrage/Rebate Calculation This task encompasses those activities associated with computing the rebate liability of the bonds sold on behalf of the SSA. David Taussig&Associates,Inc. Page A.3 United City of Yorkville SSA No. 2003-100 April 17,2013 Exhibit B — Fee Schedule PROFESSIONAL FEES Consultant's annual compensation for Tasks 1 through 8 of the Scope of Work statement is a fixed fee of $15,000. Consultant's compensation for Task 9 is $2,750 per bond issue for the initial annual calculation, and $2,250 per bond issue per year for subsequent years; note, additional fees will be incurred for transferred proceeds analysis, commingled funds analysis, final or five year report, or computation periods in excess of twelve months. GENERAL TERMS AND CONDITIONS The preceding annual professional fees shall be billed in four equal installments, with invoices submitted by Consultant to Client on or about the first two weeks of each quarter. Invoices shall be paid from bond proceeds at bond closing. A 1.2% per month (or the maximum amount permitted by law if less than 1.2%) charge may be imposed against accounts which are not paid within thirty(30) days of the date of each invoice. At Client's request, services in addition to those identified in the Scope of Work statement may be provided. Unless otherwise agreed to by Client and Consultant, any additional tasks assigned by Client shall be charged at the hourly rates listed below. TABLE 1 DAVID TAUSSIG&ASSOCIATES,INC.'S HOURLY FEE SCHEDULE Managing Director or Vice President $200/Hour Manager $190/Hour Senior Associate $175/Hour Associate $155/Hour Senior Analyst $135/Hour Analyst $120/1-lour Research Assistant $ 90/Hour Support Staff $ 45/Hour Such additional tasks may include, but are not be limited to, the following: • Manual billing of special taxes; • Administration of variable rate bonds; • Attendance, other than via telephone, at meetings with property owners or Yorkville staff to answer questions, review the levy, or resolve disputes regarding the calculation of the special tax; • Assistance with workshops, seminars, etc. concerning disclosure of the special tax; and • Assumption of dissemination agent responsibilities for developer continuing disclosure reports, if any. Consultant's hourly rates in Table 1 above apply for a twelve (12)-month period from execution of the Agreement and are subject to a cost-of-living and/or other appropriate increase every David Taussig&Associates,Inc. Page B.1 United City of Yorkville SSA No. 2003-100 April 17,2013 twelve (12) months thereafter. Consultant generally reviews its hourly rates annually and, if appropriate, adjusts them to reflect increases in seniority, experience, cost-of-living, and other relevant factors. Consultant shall notify City in advance of any such increase. David Taussig&Associates,Inc. Page B.2 United City of Yorkville SSA No. 2003-100 April 17,2013 In the event you have any concerns or inquiries, Mr. Peter Raphael of William Blair & Company will be present to answer any questions. 0 CIP Reviewed By: Agenda Item Number J� $ 06 Legal El PW#1 Finance ❑ ESL -� 1836 Engineer ❑ -_� City Administrator ■ Tracking Number .4 City y Human Resources El� Wn sw _© Community Development ❑ PW 2013-19 � Police ❑ Public Works Parks and Recreation ❑ Agenda Item Summary Memo Title: Tractor and Mower Purchase Meeting and Date: City Council—April 23, 2013 Synopsis: Asking for approval to purchase a new tractor and mower for cutting large areas and right of way. Council Action Previously Taken: Date of Action: PW 4/16/13 Action Taken: Item Number: Type of Vote Required: Positive Council Action Requested: Approval Submitted by: Eric Dhuse Public Works Name Department Agenda Item Notes: loft A01116 0 Memorandum ' To : Public Works Committee Es�T. ---�-- � � �s From : Eric Dhuse Director of Public Works CC : Bart Olson, Administrator 0 cou" sue Date : April 11 , 2013 ;KendaA Co�tty ; ®' Subject : Tractor and Mower purchase ( J p All , I would like to ask permission to purchase a new tractor and mower for the Public Works Department . We would be replacing a 15 year old tractor and mower that are , for lack of a better term , worn out . We have used them to their fullest extent and beyond , and we now need to replace them . I would ask to replace them with a tractor and mower that are being purchased at the state purchase price . I have attached copies of the sales quote and the state bid specifications for your review . We currently have $ 75 , 000 budgeted in the equipment line item in the public works capital fund . I would ask that the cost of the tractor be approved as a not to exceed $ 40 , 000 in case there are shipping fees or accessories that I have overlooked that are needed . I would ask that the mower be approved as a not to exceed amount of $ 12 , 000 to cover any hydraulic hoses we may need to purchase . Any and all money that is not used in the purchase will remain in the public works capital fund in fund balance which will be approximately $ 23 , 000 . I am proposing to purchase the tractor from DeKane Equipment Company which is NOT the state purchase bid winner , but has agreed to sell it to us at state purchase price . We have purchased vehicles and equipment like this in the past and it has worked out to our benefit to purchase local when possible . i I would also propose that we purchase the mower locally for the same price as the state purchase winner . The nearest dealer is Union Hill Sales and Service In Union Hill , Illinois which is NOT r the state purchase winner . The State purchase bid winner was Hall Manufacturing in Arkansas . I would ask that this be placed on the April 16 , 2013 Public works Committee for discussion . If you have any questions or need further information, please let me know . SALES QUOTATIIOM DIE E EQUIPPME AT CORP . 47UV619 US Wit 30 BIG ROCK, IL 60511 pHoNEj f§; C 6684271 _ FAX (630) 6583079 CELLO (630) 9108=7U8 P CUSTONER f �r ADDRESS G Ty } �} • 2 T TIE L Ll.� LOLL `� ATTE NT90 H FAX VVE ARE PLEASED TO QUOTE 7HE FOLLOTOMIG PRODUCTSM ANOUMT ' {, r tam y _ co li ,54 Ole a'� r LIP xs) !; zo r�lloeg P��4 Ile 4061 r 6 1 IIII DESCRIPTIOM OF TRADE4M ( PRZE: H 634 GLEAR OF ALL EMGUMBRAMGES) i IF PROPOSAL MEETS WITH YOUR TOTAL SALES PRIGS .APPROVAL, KIMDLY SIGM AND LESSm ALLGWAMGE I=® R RAD �I RE T URM To U8a A COPY WILL BE SUBTOTAL °� RE TURNED To L OUr VALES TAX (6,. 5%) PROPOSAL AGGEP T ED * MET SALES PRIGS DEPO3I T DAT E SA.L.ANCE DUE PIMANGING FEES (IF PIMAMGED ) r � I ATtJR FINANGED A OUNT RESPECTFULLY YOURS, rl 6 a I SALES I I lA& tl DATE AGGEPTED DATE CONTRACT ITEMS / SERVICES T NUMBER : T6640 BY LINE ITEM PAGE NO . : 00015 LINE # DESCRIPTION / MFGR / BRAND QUANTITY UNIT DISCOUNT UNIT PRICE FROM / TO 00013 CONTINUED . . . . . POWER TAKE - OFF ( PTO ) . 1 . STANDARD - INDEPENDENT 2 . RPM 540 HYDRAULICS : 1 . PUMP RATED OUTPUT - 20 GPM , MINIMUM 2 . OPERATING PRESSURE - 2900 PSI , MINIMUM FINAL DRIVE : 1 . TYPE - INBOARD PLANETARY 2 . DIFFERENTIAL CONTROLS - ELECTRO - HYDRAULIC 3 . ENGAGE ON - THE - GO 4 . AXLE TYPE - FLANGED 5 . BRAKES - WET DISC OPERATOR STATION : 1 . CAB 2 . DOORS - 2 3 . PLATFORM - FLAT 4 . GEAR SHIFT LOCATION - COUNSLE / FLOOR 5w DB ( A ) RATING - 80 6 . SEAT SUSPENSION - AIR RIDE DIMENSIONS . 1 . WHEELBASE - 85 " 2 . FRONT AXLE CLEARANCE - 18 " 3 . TURNING RADIUS - 12 " STANDARD TIRES . 1 . MANUFACTURER STANDARD RATED FOR UNIT WEIGHT AND PERFORMANCE MANUFACTURER : KUBOTA MODEL NUMBER : M6040 FC - 1 HYDRAULICS : 17 . 1 GPM , TRANSMISSION IS FULLY SYNCHRONIZED , SHIFT ON THE GO VENDOR : GERMAN BLISS EQUIPMENT INC CONTRACT NO : 4017063 BRAND : KUBOTA MODEL : M6040 FC - 1 00014 COMMODITY CODE : 3524 - 787 - 5013 10000 EACH 10000 ° N / A OPTION : MANUFACTURER ' S MODIFICATION FOR i COMMODITY NUMBER : 3524 - 786 - 5012 PERCENTAGE OFF THE MANUFACTURER ' S LIST PRICE FORM THE MOST CURRENT PRICE LIST . i PRICE LIST . DATE OF PRICE LIST . KUBOTA DATED 3 / 1 / 11 VENDOR : GERMAN BLISS EQUIPMENT INC CONTRACT NO : 4017063 BRAND : KUBOTA MODEL : M6040 FC - 1 00016 COMMODITY CODE : 3524 - 787 - 5015 16000 EACH N / A $ 26 , 799 . 00000 UTILITY TRACTOR , 75HP DIESEL , 2WD , CAB SPECIFICATIONS . ENGINE . 10 75HP DIESEL , MINIMUM CONTRACT ITEMS / SERVICES T NUMBER : T6640 BY LINE ITEM PAGE NO . : 00016 LINE # DESCRIPTION / MFGR / BRAND QUANTITY UNIT DISCOUNT UNIT PRICE FROM / TO 00016 CONTINUED . . . . . 2 . 60HP PTO , MINIMUM 3 . RPM 2100 , MINIMUM 4 . ASPIRATION — TURBOCHARGED TRANSMISSION . 1 . POWER SHIFT 2 . ON — THE — GO SHIFTING — PARTIAL POWER TAKE — OFF ( PTO ) . 1 . STANDARD — INDEPENDENT 2 . RPM 540 HYDRAULICS . 1 . PUMP RATED OUTPUT — 20 GPM , MINIMUM 2 . OPERATING PRESSURE — 2900 PSI , MINIMUM FINAL DRIVE : 1 . TYPE — INBOARD PLANETARY 2 . DIFFERENTIAL CONTROLS — ELECTRO - HYDRAULIC 3 . ENGAGE ON — THE — GO 4 . AXLE TYPE — FLANGED 5 . BRAKES — WET DISC OPERATOR STATION . 1 . CAB 2 . DOORS — 2 3 . PLATFORM — FLAT 4 . GEAR SHIFT LOCATION — COUNSLE / FLOOR 5a DB ( A ) RATING — 80 6 . SEAT SUSPENSION — AIR RIDE DIMENSIONS : 1 . WHEELBASE — 85 " 2 . FRONT AXLE CLEARANCE — 15 " 3 . TURNING RADIUS — 11 ' STANDARD TIRES . 1 . MANUFACTURER STANDARD RATED FOR UNIT WEIGHT AND PERFORMANCE MANUFACTURER : KUBOTA MODEL NUMBER : M7040 FC - 1 HYDRAULIC — 17 . 2 GPM , TRANSMISSION — FULLY SYNCHRONIZED , SHIFT ON THE GO VENDOR : GERMAN BLISS EQUIPMENT INC CONTRACT NO : 4017063 BRAND : KUBOTA MODEL : M7040 FC - 1 00017 COMMODITY CODE : 3524 - 787 - 5016 18000 EACH 10000 % N / A OPTION : MANUFACTURER ' S MODIFICATION FOR COMMODITY NUMBER : 3524 - 786 - 5015 PERCENTAGE OFF THE MANUFACTURER ' S LIST PRICE FORM THE MOST CURRENT PRICE LIST . PRICE LIST : DATE OF PRICE LIST . KUBOTA DATED 3 / 1 / 11 VENDOR : GERMAN BLISS EQUIPMENT INC i CONTRACT NO : 4017063 I BRAND : KUBOTA MODEL : M7040 FC - 1 I I I STATE OF ILLINOIS DEPARTMENT OF T NUMBER : T4860 CENTRAL MANAGEMENT SERVICES PAGE NO . : 00001 DISTRIBUTE TO : 416PSD BUREAU OF STRATEGIC SOURCING NOTICE OF AWARD CONTRACT TITLE : PSD ATTACHABLE ROTARY MOWER CONTRACT NO : 4017184 OPTIONS AVAILABLE : 01 JOINT PURCHASING : YES VENDOR NAME AND ADDRESS VENDOR NUMBER . HALL MANUFACTURING INC PO DRAWER 5638 NO LITTLE ROCK AR 72119 - 5638 CONTACT THE FOLLOWING IN THE EVENT OF QUESTIONS PERTAINING TO THIS CONTRACT : BUYER NAME AND PHONE JACK ECK ( 217 ) 782 - 7360 SOLICITATION : 226106 BID OPEN DATE : 03 / 26 / 12 CONTRACT NO : 4017184 A10128 : VENDOR PAYMENT PROGRAM : DUE TO UNPRECEDENTED ECONOMIC RECESSION , ILLINOIS HAS EXPERIENCED LOWER THAN EXPECTED REVENUES WHICH HAS LED TO A DELAYED PAYMENT CYCLE . IN MANY CASES , VENDORS AND SERVICE PROVIDERS ARE WAITING SEVERAL MONTHS TO RECEIVE PAYMENT FOR GOODS AND SERVICES PROVIDED TO THE STATE . THE STATE OF ILLINOIS VENDOR PAYMENT PROGRAM IS INTENDED TO PROVIDE RELIEF TO THOSE VENDORS AND SERVICE PROVIDERS . FOR MORE INFORMATION PLEASE SEE OUR WEBSITE AT PAYMENTS . ILLINOIS . GOV . CONTRACT NO : 4017184 D551A1 SCOPE . TO ESTABLISH AN OPEN - END CONTRACT FOR THE PURCHASE OF ATTACHABLE ROTARY MOWERS FOR DEPARTMENT OF TRANSPORTATION , ILLINOIS TOLLWAY , DNR , OTHER STATE AGENCIES , ELECTED OFFICIALS , BOARDS AND COMMISSIONS WHOSE REQUIREMENTS ARE PROCURED THROUGH THE DEPARTMENT OF CENTRAL MANAGEMENT SERVICES , AS WELL AS ALL LOCAL GOVERNMENTAL UNITS AUTHORIZED TO PARTICIPATE IN JOINT PURCHASING . CONTRACT NO : 4017184 D551C1 SPECIFICATIONS : 1 . ALL BIDS SHALL BE FOR MANUFACTURERS ' CURRENT PRODUCTION MODELS . 2 . EACH UNIT DELIVERED SHALL INCLUDE TWO ( 2 ) SETS OF BLADES . 3 . EACH UNIT DELIVERED SHALL INCLUDE ALL EQUIPMENT AND / OR ACCESSORIES TO MAKE THE MOWER OPERATIONAL . i 4 . EACH UNIT DELIVERED SHALL INCLUDE TWO ( 2 ) COMPLETE SERVICE / PARTS MANUALS . 5 . FOR EACH MODEL BID , THE BIDDER SHALL INCLUDE WITH THE BID , FULL DESCRIPTIVE LITERATURE DESCRIBING THE MODEL BID AND STANDARD j ACCESSORY EQUIPMENT . I CONTRACT NO : 4017184 D551F1 WARRANTY . A MINIMUM TWELVE ( 12 ) MONTHS STANDARD WRITTEN WARRANTY AGAINST DEFECTIVE PARTS AND WORKMANSHIP MUST BE PROVIDED . T NUMBER : T4860 PAGE NO . : 00002 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - BIDDER SHALL PROVIDE DETAILED INFORMATION CONCERNING WARRANTIES OF COMMERCIALLY ACCEPTABLE QUALITY , FUNCTION , PERFORMANCE , SERVICE , PARTS OR ANY OTHER WARRANTIES OFFERED , ALONG WITH THE BID . BIDDER MAY UTILIZE THE SPACE PROVIDED BELOW TO DETAIL TYPE OF WARRANTY OR DURATION OF WARRANTY AND OTHER PERTINENT INFORMATION . SUBMIT AND REFER TO ADDITIONAL SHEETS AS REQUIRED . CONTRACT NO : 4017184 D551G1 : ESTIMATED QUANTITIES : THE QUANTITIES LISTED WITHIN THIS DOCUMENT ARE ESTIMATED QUANTITIES ONLY AND ARE NOT TO BE CONSIDERED A GUARANTEE OF QUANTITIES TO BE PURCHASED . CONTRACT NO : 4017184 D55110 : PERIOD OF CONTRACT : CONTRACT ( S ) RESULTING FROM THIS INVITATION FOR BID WILL COMMENCE UPON DATE OF EXECUTION AND WILL EXPIRE ONE YEAR FROM DATE OF EXECUTION . SECTION 2 . 2 OF THE STANDARD TERMS AND CONDITIONS SHALL BE AMENDED TO INCLUDE THE FOLLOWING LANGUAGE . UPON MUTUAL AGREEMENT , THE PARTIES , MAY RENEW THE RESULTING CONTRACT FOR A TOTAL OF ONE ( 1 ) YEAR IN ONE OF THE FOLLOWING MANNERS . i A ) ONE RENEWAL FOR THE ENTIRE RENEWAL ALLOWANCE , B ) INDIVIDUAL ONE - YEAR RENEWALS UP TO AND INCLUDING THE ENTIRE RENEWAL ALLOWANCE , OR j C ) ANY COMBINATION OF FULL OR PARTIAL - YEAR RENEWALS UP TO AND INCLUDING THE ENTIRE RENEWAL ALLOWANCE . j I CONTRACT NO : 4017184 D55115 : ECONOMIC ADJUSTMENT : THE PRICES IN THIS CONTRACT MUST REMAIN FIRM FOR NINETY ( 90 ) DAYS AFTER THE EXECUTION DATE OF THE CONTRACT . THEREAFTER , REQUESTED ADJUSTMENTS WILL BE LIMITED TO ONCE DURING ANY GIVEN SIX ( 6 ) MONTH PERIOD . ALL ADJUSTMENT REQUESTS SHALL BE MADE IN WRITING . VENDOR SHALL NOT BE ENTITLED TO APPLY AN UPWARD PRICE ADJUSTMENT WITHOUT FIRST OBTAINING APPROVAL OF SUCH REQUEST FROM THE BUREAU OF STRATEGIC SOURCING , ( BOSS ) * IN THE EVENT A DOWNWARD ADJUSTMENT IS WARRANTED , THE STATE RESERVES THE RIGHT TO ADJUST ONCE DURING ANY GIVEN SIX ( 6 ) MONTH PERIOD FOR THIS DECREASE . IT WILL BE THE RESPONSIBILITY OF THE VENDOR TO NOTIFY BOSS , OF ANY SUCH DECREASE . MAXIMUM ALLOWABLE ADJUSTMENTS SHALL BE GOVERNED BY THE U . S . BUREAU OF LABOR STATISTICS PRODUCER PRICE INDEX ( PPI ) ITEM NUMBER ( S ) : 11140111 COMMERCIAL TURF AND GROUNDS CARE EQUIPMENT , INCLUDING PARTS AND ATTACHMENTS ) . i THE BASE PPI PUBLISHED INDEX WILL BE DETERMINED BY THE MONTH OF THE BID OPENING DATE . IF THE BID OPENING DATE OCCURS IN MAY , THEN THE BASE PPI WILL BE MAY ' S PUBLISHED INDEX . T NUMBER : T4860 PAGE NO . : 00003 THE PUBLISHED PPI INDEX AT THE TIME OF REQUESTED ADJUSTMENT WILL BE DETERMINED BY THE MONTH AND DAY THE ADJUSTMENT WAS SUBMITTED TO BOSS REGARDLESS OF WHETHER IT IS A PRELIMINARY OR FINAL INDEX PUBLICATION . NO FURTHER ADJUSTMENTS WILL BE MADE ONCE THE MAXIMUM ALLOWABLE ADJUSTMENT HAS BEEN CALCULATED FOR THE GIVEN 6 MONTHS . THE MAXIMUM ALLOWABLE ADJUSTMENT SHALL BE CALCULATED AS FOLLOWS : MAXIMUM ALLOWABLE PRICE = A / B * C A = BID PRICE B = BASE PPI INDEX ( DEFINED BY TIME OF BID OPENING ) C = PUBLISHED PPI INDEX AT TIME OF REQUESTED ADJUSTMENT THE U . S . BUREAU OF LABOR STATISTICS WEB SITE CAN BE LOCATED AT HTTP : / / WWW . BLS . GOV / PPI / . SHOULD THE REFERENCED PRODUCER PRICE INDEX ( PPI ) BECOME DISCONTINUED DURING THE CONTRACT , IT WILL BE REPLACED BY AN APPROPRIATE ALTERNATIVE PPI CHOSEN BY CMS AND ALL ADJUSTMENTS WILL BE CALCULATED BASED ON THE SAME METHODOLOGY AS OUTLINED ABOVE , BUT WITH DATA FROM THE NEW REPLACEMENT INDEX . REQUESTED ADJUSTMENTS SHALL INCLUDE THE CONTRACT NUMBER , COMMODITY NUMBER , LINE NUMBER , BID PRICE AND REQUESTED PRICE ADJUSTMENT IN A SIMILAR FORMAT AS FOLLOWS : - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - ! LINE NUMBER ! COMMODITY NUMBER ! BID PRICE ! REQUESTED PRICE ! ! # # # # # ! XXXX - XXX - XXXX ! $ # . # # i $ # . # # ! ! # # # # # ! XXXX - XXX - XXXX ! $ # . # # ! $ # • # # ' IN ALL CASES THE CONTRACTOR MUST FILE A CLAIM FOR SUCH ADJUSTMENT PRIOR TO THE DELIVERY OF THE GOODS . IN ANY EVENT , THE CLAIM FOR SUCH ADJUSTMENT WILL NOT APPLY TO RELEASE ORDERS DATED PRIOR TO THE DATE THE BUREAU OF STRATEGIC SOURCING RECEIVED THE REQUESTED INCREASE . HIM FOR NON - DELIVERY THE CONTRACTOR HAS UNRESOLVED COMPLAINTS FILED AGAINST DELIVERY OR POOR QUALITY , HIS REQUEST MAY BE DENIED UNTIL SUCH TIME AS ALL PAST COMPLAINTS ARE RESOLVED TO THE SATISFACTION OF THE BUREAU OF STRATEGIC SOURCING . i CONTRACT ITEMS / SERVICES T NUMBER : T4860 BY LINE ITEM PAGE NO . : 00005 LINE # DESCRIPTION / MFGR / BRAND QUANTITY UNIT DISCOUNT UNIT PRICE FROM / TO 00001 COMMODITY CODE : 3523 - 551 - 1074 50000 EACH N / A $ 111319 . 00000 MOWER , ROTARY ATTACHABLE , 10 ' CUTTING WIDTH , MEDIUM DUTY SPECIFICATIONS : ( APPROXIMATE ) CAPACITY : 1 . CUTTING WIDTH - 10 ' 2 . CUTTING HEIGHT - 1 " TO 16 " 3 . CUTTING CHAMBER DEPTH - 10 . 5 " TRACTOR COMPATIBILITY : 1 . TRACTOR PTO HP RANGE - 55 MINIMUM 2 . TRACTOR PTO - 540 RPM 3 . STATIC VERT DRAWBAR LOAD RATING - 2115 LBS HITCH : 1 . TYPE - PULL TYPE WITH BALL TYPE SELF LEVELING HITCH CLEVIS FOR EASY HOOKUP ( PULL TYPE HAS STANDARD 10 , 000 LB SAFETY TOW CHAIN ) 2 . HITCH WIDTH - 22 . 5 " 3 . JACKSTAND - HYDRAULICALLY OPERATED STAYS VERTICAL WHILE RAISING / LOWERING DIMENSIONS : 1 . TRANSPORT WIDTH - 100 " 2 . OVERALL LENGTH - 194 " 3 . DECK SHAPE - DOMED 4 . DECK TYPE - DOUBLE DECKER 5 . DECK THICKNESS - UPPER / LOWER - . 138 " 6 . SIDE SKIRT THICKNESS - . 25 " 7 . APPROXIMATE WEIGHT - 4916 LBS DRIVELINES : 1 . SIZE MAIN - CV ASAE CATEGORY 5 2 . PROTECTION MAIN - NO SEIZE SELF ADJUSTING SLIP CLUTCH GEARCASE : 1 . NUMBER - 3 2 . TRANSPER - 250 HP 3 . CENTER - 120 HP 4 . OUTER - 120 HP I BLADES : I 1 . THICKNESS - . 5 " 2 . WIDTH - 4 " 3 . TYPE - SUCTION OR OFFSET 4 . BLADE TIP SPEED @ 540RPM - 15 , 586 FPM 5 . MATERIAL FLOW SYSTEM - MAX FLOW WHEELS . 1 . TYPE - 5 - BOLT 21 X 5 . 25 X 9 LAMINATED SHIELDING : 1 . FRONT - DOUBLE ROW CHAIN 2 . REAR - DOUBLE ROW CHAIN VENDOR : HALL MANUFACTURING INC CONTRACT NO : 4017184 BRAND : BUSH - WHACKER MODEL : ST - 120 'I Reviewed By: Agenda Item Number 606 Legal 0 EDC #1 Finance ❑ EST. -� __ti 1838 Engineer ❑ -- City Administrator Tracking Number Human Resources ❑ `=Q Community Development EDC 2013-13 Police ALE � Public Works ❑ Parks and Recreation ❑ Agenda Item Summary Memo Title: Kendall Marketplace/Rob Roy Falls/City land swap proposal Meeting and Date: City Council —April 23, 2013 Synopsis: See attached memo. Council Action Previously Taken: Date of Action: EDC 4/2/13 Action Taken: Item Number: Type of Vote Required: Majority Council Action Requested: Approval Submitted by: Bart Olson Administration Name Department Agenda Item Notes: LAW OFFICE KATHLEEN FIELD ORR & ASSOCIATES 180 NORTH MICHIGAN AVENUE SUITE 1040 CHICAGO, ILLINOIS 60601 (312)382-2113 (312)382-2127 facsimile KATHLEEN FIELD ORR JAMES W. BINNINGER kfo(itkfoassoc.com wb kfoassoc.com April 17, 2013 Mayor Gary Golinski and the City Council United City of Yorkville 800 Game Farm Road Yorkville, Illinois 60560 Re: Price, et al. vs. United City of Yorkville (the "Ci(y'), Cannonball, LLC, Harlem- Irving and Cooper Home Furnishings (the "Private Defendants') Dear Mayor and City Council: On March 9,2007,Judge Thomas E. Mueller entered an agreed Settlement Agreement in the referenced lawsuit concluding litigation filed by certain residents objecting to the construction of Kendall Market Place and, in particular, the use of a parcel of land (the "Civic Parcel") as a City policc station. The Settlement Agreement provides as follows: "Private Defendants and the City agree that the"Civic Use"identified on the site plan prepared by PFDA attached as Exhibit A shall not be used for a police station, provided, however, that Plaintiffs agree that it will not object to any future application to the City for a change in use of the Civic Use parcel from civic use to multi-family housing with single family housing along Cannonball Trail, with the single-family units along Cannonball Trail facing into the development parcel with each unit's driveway in the development parcel. The Private Defendants shall use reasonable commercial efforts to consummate a land exchange with the City involving the Civic Use parcel." The Settlement Agreement emphatically prohibits the use of the Civic Parcel for a police station and commits the Private Defendants (the Developers) to consider an exchange of land with the City for a new location for said use. It must also be noted that the Court has retained jurisdiction for the purpose of enforcing the terms of this Settlement Agreement. Given the foregoing, the City is advised to work with the current owners of the subject property to consider an exchange of land for the Iand identified as"Civic Parcel"for use as its police station. While the Settlement Agreement states that the plaintiffs would not object to its use as a mult-family housing with single family residences along Cannonball Trail, the Civic Parcel is not restricted to such use by the Settlement Agreement. Very truly yours, KATHLEEN FIELD ORR& ASSOCIATES V EEK V D ORR KFO/kms Memorandum 0 $ •% To: City Council EST 1836 From: Bart Olson, City Administrator ` CC: Date: March 28, 2013 ;1a �p Subject: Kendall Marketplace/Rob Roy Falls/City land swap jLE rv'' Summary Discussion of a proposed land swap between the City, Kendall Marketplace owner, and Rob Roy Falls developer. Background The background of this item is included in the memo from Director Barksdale-Noble. The current owner of the Rob Roy Falls development has approached the City to reopen this discussion. While he has no imminent plans to develop his site, he is interested in moving forward with the land swap if the City is interested. For reasons listed below, staff still feels this is a good long-term move for the City. The Kendall Marketplace property is still in the foreclosure process, and we think that process will be finalized in the next 60 days. We have talked to the current property manager for Kendall Marketplace, and they have expressed tentative and preliminary agreement that the land-swap is acceptable to them. However, they will not be allowed to formally contemplate or approve a land-swap until after the foreclosure process is finalized. The first step in the process of contemplating the land-swap for all parties is to have surveys prepared of all three sites. The cost of ALTA surveys for all three sites can be done for around $9,000 by EEI. All parties have verbally agreed to split the cost of the surveys if we decide to move forward. Before we authorize EEI to proceed, we would like the City Council to review the proposed land swap and approve staff to move forward. As described in Director Barksdale-Noble's memo, the City had originally planned for the Kendall Marketplace site (parcel#1) to be a police station, but litigation and subsequent settlement has restricted that site for its originally intended use. Fortunately for the City, the location of the Beecher Road extension has created a Kendall Marketplace parcel that is cut off from the rest of the development and is odd-shaped (parcel #2). Parcel#2 is much smaller than parcel #1, and its development challenges for Kendall Marketplace are much greater. Parcel#2 would make sense for the Rob Roy Falls developer to own, as it is contiguous to his current property, and would give him an entire corner for a future access road off of Beecher Center. The third, yet-to-be determined parcel for the City would be set further back from Route 34 than Parcel#2, and would allow the City to site a police station at some point in the future. This third parcel would also be surrounded by property that is currently vacant. Recommendation Staff recommends a positive committee recommendation to City Council on proceeding with preparing ALTA surveys for the three parcels, committing to 1/3 of the cost of said surveys, and moving forward with other documents for all parties to sign off on the land swap in the future when appropriate. It should be noted that a positive recommendation to move forward does not commit the City to approving the land-swap in the future. cip Memorandum EST. ! 1836 To: Economic Development Committee --� From: Krysti J. Barksdale-Noble, Community Development Director p 11 CC: Bart Olson, City Administrator Kathleen Field-Orr, City Attorney <LE Date: March 27, 2013 Subject: Kendall Marketplace/Sexton Development Land Swap Entitlements Summary Staff was asked to provide a zoning entitlement analysis regarding a parcel of land within a development which was part of a proposed land swap in 2007 between the City of Yorkville and the developers/owners of the Kendall Marketplace Subdivision (Harlem Irving Companies) and Rob Roy Falls (Sexton Companies) development. Background According to a memo dated June 12, 2007 prepared by the former Community Development Director, the City was deeded an approximately 8-acre parcel of land from Harlem Irving Companies as part of the Kendall Marketplace Subdivision approved in 2006 (refer to #1 on the attached map). It was the City's intent to construct a new police station on the deeded land. However, as part of the settlement agreement resolving the Kendall Marketplace lawsuit, the City agreed to not construct a police station on this property. Since that time, Harlem Irving Companies lost the Kendall Marketplace development in foreclosure, and ownership has reverted back to Bank of America. Currently, the portion of Kendall Marketplace west of Beecher Road is depicted as "open space" on the approved PUD Plan and Final Plat (refer to #2 on the attached map). The Rob Roy Falls concept plan proposed to provide an ingress/egress point at Beecher Road across this parcel and, and for this reason, Sexton Companies would like to acquire this parcel to include within the Rob Roy Falls development plan. Bank of America has expressed a desire to continue the move toward exchanging the City's parcel (#I) for the Open Space parcel (#2), as was previously considered by Harlem Irving. If this exchange is to occur, the Sexton Companies have proposed exchanging the 8-acre parcel within the Rob Roy Falls PUD for the Open Space (#2) parcel allowing enough land for a new future public use in the rear of the Rob Roy Falls development(0). Staff Analysis/Comments If the City is to pursue and execute the proposed three (3) parcel land swap with Bank of America and Sexton Companies, the 8-acre parcel within the Kendall Marketplace (#1) can be used for any permitted use as provided in the Kendall Marketplace PUD Agreement and its underlying zoning of B-3 Service Business District, R-2 One-Family Residence District and R-3 General Residence District approved via Ordinance 2006-95 (see attached). While the approved PUD Plan and Final Plat for Kendall Marketplace does identify this parcel for a Civic Use, the City's current PUD Ordinance contemplates minor and major amendments to the PUD Plan and Final Plat. According to Section 10-13-9-A (see attached) of the PUD Ordinance, minor amendments to the PUD can be approved administratively as long as the overall intent of the PUD is not altered by the proposed change. The two (2) areas to which staff reviewed in consideration of City's parcel being used as commercial rather than as a civic use as part of the land swap, were conditions #1 and #3 in Section 10-13-9-A related to the potential increase in overall density and increase in area for any land use. It is staffs opinion that a proposed commercial use for this parcel can be approved administratively as a minor revision to the Final PUD Plat as long as the overall density for the Kendall Marketplace does not increase greater than 5% and the total acreage dedicated for commercial land use does not increase greater than 5%. With the current overall density of the Kendall Market being approximately 3.4 lots per acre', the change in density should not be increased to greater than 3.57 lots per acre to still be considered a minor revision. In addition, the increase in commercial land use can also be achieved as a minor revision to the Final PUD Plat as long as the current approximately 105- acres of commercial area do not exceed 110.25-acres. Approval of a minor modification to an approved final PUD Plat will require submittal of supporting data with an application for minor change to the clerk's office and the revised plat for recordation. All approved minor changes are legal and binding on the property. Staff will be available at Tuesday night's meeting to answer any questions the EDC may have regarding this matter. 'Derived from the dividing the overall area of the development by the total number of lots illustrated on the Final Plat(194.47 acres/57 lots=3.41). 2 Calculated as 3.4 *.05=0.17(equals the maximum 5%increase);therefore the maximum overall density cannot exceed 3.4+0.17=3.57 lots per acre. Police Station Land Dedication — Exchan a Sequence I � X31 o ` � `' V '.. m ce`, 1 Proposed �I li :1 "1i1 34 ----- —�— I� � � ' Cobblesto L - --- Praposed Commerci R®taPl _rte, jL y 4 l4 e I +/-8 acre Police Station Dedication City to exchange with Harlem Irving for#2 +/-4 acre parcel City to exchange with Sexton for#3 0 +/-8 acre parcel Police Station Dedication Sterling Codifiers, Inc. Page I of 21 Chapter 13 PLANNED UNIT DEVELOPMENT 10-13-1 : PURPOSE AND INTENT: A. Planned unit developments are unique and differ substantially from conventional subdivisions and therefore require administrative processing as "special uses" under this title. Planned unit developments are a complex type of special use, potentially consisting of various land uses and design elements, requiring the establishment of more specific procedures, standards and exceptions from the strict application of the zoning district regulations to guide the recommendations of the plan commission and the action of the city council. The purpose of this chapter, therefore, is to provide for an alternative zoning procedure under which land can be developed or redeveloped with innovation, increased amenities and creative environmental and architectural design than would be possible to achieve under the otherwise standard zoning district regulations while being in general compliance with the planning objectives and intent of the zoning ordinance. Under this procedure, well planned residential, industrial/manufacturing, commercial and other types of land uses, individually or in combination, may be developed with design flexibility allowing for full utilization of the topographical and environmental characteristics of the site. B. Planned unit developments must have an approved development plan which provides for a unified design, contiguity between various elements and be environmentally compatible with the surrounding area. There should be an increased benefit upon the health, safety and general welfare of the public and particularly, in the immediate surroundings, than developments built in conformity with the underlying district regulations. If building density is increased above densities allowable by the zoning district in which the use would be permitted on a particular portion of a PUD, then the amount of open space, retention of existing vegetation, buffer areas, new landscape, public commons, community open space, and parks shall be evaluated for proportionate increase for the remainder of the PUD. C. The planned unit development is not intended to be a mechanism solely used for the allowance of increased densities or as a means of circumventing the bulk regulations or zoning standards under this title, rather a planned unit development shall generally provide attributes in excess of conventional city zoning, building and other land use requirements such as, but not limited to, the following: 1. Providing a maximum choice of the overall living environment through a variety of type, design and layout of residential structures, commercial and industrial buildings, office and research uses and public facilities; http://www.sterlingcodifiers.com/codebook/printnow.php 10/9/2012 Sterling Codifiers, Inc. Page 2 of 21 2. Demonstrating excellence in environmental design and the mitigation of land use factors or impacts; 3. Promoting a more useful pattern of dedicated open space and recreation areas incorporated as part of the development plan and that is compatible with the immediate vicinity; 4. Provide public access and pedestrian connectivity via bicycle/recreational paths, sidewalks and/or alternative modes of transportation; 5. Providing and/or preserving substantial landscaping with emphasis given to streetscape areas, buffer zones, and the provision of significant landscaping (in terms of size of landscape areas and quantity and quality of landscape materials) within the developed portions of the site; 6. Incorporating a consistent architectural theme which is unique to the specific site and surrounding community through the use of building materials, signage and way finding standards as well as design elements. Generic corporate architecture and big box designs are strongly discouraged but not prohibited. Uses should be designed according to the limitation of the site rather than the removal of the limitations. Specific design details such as roof parapets, architectural details, varying roof heights, pitches and materials and building colors and materials should be addressed; 7. Retain, utilize and incorporate historic features on the project site into the overall project design, if physically and economically feasible; 8. Promote and strengthen the economic vitality and enhance the aesthetic qualities of unified large scale commercial developments; 9. Encourage high quality planned industrial park environments and well designed business centers for single- or multiple-tenant facilities; and/or 10. Provide/enhance regional public infrastructure such as roadways, water/sanitary service, stormwater management objectives. (Ord. 2012-19, 6-26-2012) 10-13-2: AUTHORITY: A. The plan commission shall review and recommend approval, approval with modification or denial of applications for planned unit developments. The city council shall have final decision to approve, approve with modification, or deny applications for planned unit developments. B. The procedures set forth in this chapter shall apply to all planned unit developments. http://www.sterlingcodifiers.com/codebook/printnow.php 10/9/2012 Sterling Codifiers, Inc. Page 3 of 21 C. Planned unit developments may be allowed in each of the zoning districts in the United City Of Yorkville only as a special use as prescribed in this title and approved pursuant to the procedures set forth in section 10-14-6 of this title. (Ord. 2012-19, 6-26-2012) 10-13-3: DEFINITION AND SIZE LIMITATIONS: A. A planned unit development is a tract of land which is developed as a unit under single ownership or control, which includes two (2) or more principal buildings, and which is at least four (4) acres in area, except for planned developments operated by a municipal corporation which shall be at least two (2) acres in area, and planned unit developments in manufacturing districts which shall be at least ten (10) acres in area. B. All land area within a planned unit development must be contiguous; provided that properties separated by highways, streets, public ways, railroads or other public utility rights of way may be deemed contiguous for the purpose of qualifying as a planned unit development. Pursuant to the procedures set herein, the establishment of a planned unit development shall be applicable to the addition of property to an existing planned unit development. (Ord. 2012-19, 6-26-2012) 10-13-4: PROCEDURES FOR ESTABLISHMENT: A. Planned unit development applications shall be made as hereinafter provided and shall be accompanied by the required plats and documents. Detailed plans, drawings and other information as specified in this title shall be required at the time of the various phases, meetings and hearings as detailed herein. Each stage shall be reviewed and certified by the zoning administrator as being in accordance with the planned unit development requirements before proceeding to the next stages. The approval process shall include the following stages: 1. Preapplication conference - Introductory meeting held with city staff as set forth in section 10-13-5 of this chapter. 2. Concept PUD plan review - An informal review of overall concept conducted by the city council to provide constructive feedback to petitioner of plan as set forth in section 10- 13-6 of this chapter. 3. Preliminary PUD plat - First, a technical review of detailed plans by various city departments at a plan council meeting is held; a public hearing is then conducted by the plan commission; and final determination is made by the city council, as set forth in section 10-13-7 of this chapter. http://www.sterlingcodifiers.com/codebook/printnow.php 10/9/2012 Sterling Codifiers, Inc. Page 4 of 21 4. Final PUD plat - A public hearing is then conducted by the plan commission with final determination made by the city council, as set forth in section 10-13-8 of this chapter. B. The final two (2) stages of the PUD process, preliminary PUD plat and final PUD plat, may be submitted and reviewed concurrently, as determined by the plan council, based upon the following criteria: 1. The PUD plan forwards the goals of the city's planning objectives and official plans, including, but not limited to, the integrated transportation plan, downtown vision plan, stormwater management plan and various watershed development plans. 2. The PUD plan requires limited variances from the use or bulk regulations of the conventional/underlying zoning district in which it is to be located. 3. The benefit of the PUD plan shall forward or exceed the goals of the stated development standards and regulations of city ordinances, which include, but are not limited to, the subdivision control ordinance, landscape ordinance, sign ordinance, design guidelines and water conservation ordinance. (Ord. 2012-19, 6-26-2012) 10-13-5: PREAPPLICATION CONFERENCE: A. Purpose: The purpose of the preapplication conference is to provide information, guidance and assistance to the applicant before preparation of the concept plan so that the applicant may receive informal input on: 1. Whether the proposed planned unit development will be in conformity with the planning and other development goals and the policies of the United City Of Yorkville. 2. Whether the existing zoning and land use in the general area of the planned unit development is appropriate for a planned unit development. B. Procedure: Prior to filing an application for approval of a planned unit development, the petitioner shall be required to contact the city administrator or his designee to arrange an informal preapplication meeting with city staff and its consultants. 1. The preapplication conference is mandatory and shall be held with staff, but is at no charge to the petitioner. At such conference, the applicant shall provide information relating to the following: a. The location of the proposed planned unit development; b. The land use types and approximate area of proposed land uses; http://www.sterlingcodifiers.com/codebook/printnow.php 10/9/2012 Sterling Codifiers, Inc. Page 5 of 21 c. A list of any and all exceptions to the zoning ordinance and subdivision regulations requested; and d. Other information pertinent to the proposed planned unit development. 2. The preapplication conference shall be an informal communication and discussion of the proposed planned unit development, and no commitments shall be given, nor shall statements or opinions of the city staff and its consultants be deemed binding. 3. Staff shall review and provide input on the proposal's compatibility with the comprehensive plan and the goals and policies for planning of the city and advise the applicant on the information, documents, exhibits, and drawings on the proposal that should be included in the application to the city for a planned unit development. (Ord. 2012-19, 6-26-2012) 10-13-6: CONCEPT PUD PLAN REVIEW: A. Purpose: The presentation of a concept PUD plan is optional. The purpose of the concept PUD plan is to enable the applicant to obtain the informal feedback from the city staff and city council regarding the overall project concept, density and dwelling unit or land use type prior to spending considerable time and expense in the preparation of detailed preliminary PUD plans. B. Procedure: Not less than forty five (45) days before the next available city council meeting, the applicant shall submit to the city for review the conceptual planned unit development plan. The submittal shall consist of twenty (20) paper copies folded to fit in a ten inch by thirteen inch (10" x 13") envelope and two (2) electronic copies of the following documentation: 1. A completed notarized application form, two (2) originals and the remainder photocopies. 2. The application shall be accompanied by the appropriate filing fee. 3. An aerial photograph exhibit of the property taken within the last two (2) years. The aerial photograph exhibit shall be one inch equals one hundred (1" = 100) scale, but no less than one inch equals four hundred (1" = 400) and shall include the following: a. Title or name of the proposed planned unit development. b. Outline of property boundaries. c. Adjacent area within one-fourth (1/4) mile of property. http://www.sterlingcodifiers.com/codebook/printnow.php 10/9/2012 Sterling Codifiers, Inc. Page 6 of 21 4. A zoning plat including a legal description of the property with total property acreage notated to be included in the planned unit development. 5. A written explanation of the general character of the proposed planned unit development that shall include the following: a. A description of all proposed land uses (including open space) with percentages of each use; b. Projected densities and housing type for each residential use; c. A description of the development standards and design criteria applicable to the proposed planned unit development; d. An outline describing why the property should be developed as a planned unit development; e. Identification of the conventional zoning classification allowing the uses for each land use type included and compatibility to the future land use designation for the property in the city's official comprehensive plan; f. Identification of existing uses and zoning of adjacent properties to the planned unit development; g. A list of requested exceptions to applicable city ordinances and codes. 6. A written description of general site information that should include, but shall not be limited to, the following, if known or available: a. Existing site conditions. b. Environmental characteristics. c. Availability of community facilities and utilities. d. Existing covenants. 7. A conceptual planned unit development sketch or land plan. The sketch or land plan shall provide sufficient detail to demonstrate the physical relationship between the existing land condition, surrounding land uses and the proposed planned unit development, and shall include the following: a. North arrow (true meridian), scale and date of preparation. b. Name and address of the site planner, or engineer who prepared the plan. c. Name of property owner. d. Name of petitioner/developer. e. Proposed name of the planned unit development. http://www.sterlingcodifiers.com/codebook/printnow.php 10/9/2012 Sterling Codifiers, Inc. Page 7 of 21 f. Location map showing the location of the planned unit development within or proximity to the corporate boundaries. g. Boundary and/or property lines of proposed development and dimensions of the lots into which the property is proposed to be subdivided. h. Proposed land uses, and total acreage and percent of the site devoted to each land use including minimum and average lot sizes and proposed dedication of land for school and park sites, if applicable. C. City Council Review: The city council shall conduct an informal review of the conceptual planned unit development plan and supporting documentation and provide the applicant with general comments on the following: 1. Compatibility of the proposal with the transportation plan, zoning ordinance, subdivision ordinance and land use planning goals and objectives of the city. 2. Appropriateness of the proposed land uses. 3. General layout of open space, streets, parking areas, lots and buildings. 4. Other information the city council would recommend be prepared for the preliminary planned unit development plan phase. (Ord. 2012-19, 6-26-2012) 10-13-7: PRELIMINARY PUD PLAT: A. Purpose: The purpose of the preliminary PUD plat submission is to obtain approval from the city that the plans the applicant intends to prepare and follow are acceptable as a preliminary PUD plat, and that any final plans will be approved provided they substantially conform to the preliminary planned unit development plat. Approval of the preliminary planned unit development plat shall not constitute authority to proceed with construction of any improvements but rather an approval of the general features of the plans as a basis for preparing the final plans. B. Procedure: Not less than forty five (45) days before the plan commission meeting, the applicant shall file an application with the clerk's office for preliminary planned unit development plat approval. The applicant shall submit twenty (20) paper copies folded to fit in a ten inch by thirteen inch (10" x 13") envelope and two (2) electronic copies of the following documentation: 1. A completed notarized application form, two (2) originals and the remainder photocopies. http://www.sterlingcodifiers.com/codebook/printnow.php 10/9/2012 Sterling Codifiers, Inc. Page 8 of 21 2. The application shall be accompanied by the appropriate filing fees. 3. Disclosure of beneficiaries form and statement of present and proposed ownership of all land within the development. 4. An aerial photograph exhibit of the property taken within the last two (2) years of the adjacent area within one-fourth (1/4) mile of property. The aerial photograph exhibit shall be one inch equals one hundred (1" = 100) scale, but no less than one inch equals four hundred (1" = 400). 5. Written explanation of the character of the planned unit development and the reasons why it has been planned to vary from the conventional zoning ordinance regulations. This explanation shall detail how the proposed planned unit development meets the objectives of all official plans which affect the subject property. 6. Preliminary planned unit development plat. The plat shall be a detailed plan which includes at a minimum, the following information: a. Title notation stating "preliminary plat" or "preliminary plan". b. North arrow, scale (not less than 1 inch equals 100 feet) and date of preparation. c. Name and address of the site planner, engineer or surveyor who prepared the plan. d. Name of property owner. e. Name of petitioner/developer. f. Proposed name of the planned unit development or subdivision name, which shall not duplicate the name of any plat previously recorded in Kendall County. g. Location map showing the general area of the planned unit development within or proximity to the corporate boundaries. h. Legal description prepared by a registered land surveyor. i. Boundary lines - bearings and distances. j. Site data, including, as applicable: (1) Current zoning classification. (2) Total area of property in square feet and acreage, and percentage of each proposed land use. (3) Square footage and percent of site coverage with buildings. (4) Square footage and percent of site coverage with impervious surfaces. (5) Square footage and percent of site coverage dedicated to common open space such as stormwater management systems, landscaping and buffers, parks, trail corridors and recreational areas. http://www.sterlingcodifiers.com/codebook/printnow.php 10/9/2012 Sterling Codifiers, Inc. Page 9 of 21 (6) Total number of off street parking and loading spaces provided and method used to calculate the number of required spaces for each land use. (7) Total number of buildings. (8) Total number of residential dwelling units by type, and the number of bedrooms in each dwelling unit type. (9) Gross floor area for all nonresidential buildings/uses. (10) Gross and net densities for the overall planned unit development and for each land use. (A) Residential Density: Provide information on the density of residential uses, including dwelling units per acre, dwelling units per net acre; gross and net residential density (dwelling units per acre of land devoted to residential sectors of the PUD; gross being all land, net being gross acres minus land used for public or common usage). Information should also be provided for each unit in the planned unit development, if applicable. (B) Nonresidential Intensity: Provide information on the type and amount of nonresidential uses including building locations, sizes, floor area ratio, building height, the amount and location of common open space. (11) Minimum, maximum and average lot sizes. (12) Percent of lot coverage for all uses except detached single-family and duplex. k. Depiction of lots: (1) Residential lots shall depict approximate lot dimensions; building footprints for all multi-family and single-family attached structures; and dimensioned required yard setbacks. (2) Nonresidential lots shall depict building footprints and dimensioned setbacks. Information regarding purpose/use and height of nonresidential buildings shall also be provided. I. Existing zoning and land use of adjacent property within five hundred feet (500') of all sides of the site. m. Other conditions of adjoining land - owners of unplatted land; subdivision plat name, recording date and number of adjoining platted land; actual direction and gradient of ground slope, including any embankments or retaining walls; character and location of major buildings, railroads, power lines and towers. n. Municipal limits. o. School district boundaries. p. Existing easements - location, width and purpose. http://www.sterlingcodifiers.com/codebook/printnow.php 10/9/2012 Sterling Codifiers, Inc. Page 10 of 21 q. Location of existing streets in, and adjacent to, the property including: street name, right of way width, existing and proposed centerlines, pavement type, walks, trails, curbs, gutters, culverts, etc. r. Proposed public improvements such as highways and other major improvements planned by public authorities for future construction on or near the property. s. Existing utilities on, and adjacent to, the property including: location, size and invert elevation of sanitary and storm sewers; location and size of water mains; location of gas lines, fire hydrants, electric and telephone lines (above and below ground) and streetlights; direction and distance to, and size of nearest water mains and sewers adjacent to the property showing invert elevations. t. Ground elevations on the property and on the first fifty feet (50') of all adjacent parcels showing a minimum of one foot (1') contours for land which slopes less than one-half percent (1/2%) along with all breaks in grades, and all drainage channels or swales, and at selected points not more than one hundred feet (100') apart in all directions; for land that slopes more than one-half percent (1/2%) showing a minimum of two foot (2') contours. Any land within the 100-year floodplain, as determined by the city engineer or an outside consultant, shall also be shown. u. Subsurface conditions on the property shall be shown, if deemed required by the city engineer or an outside consultant. This includes the location and results of tests made to subsurface soil, rock and groundwater conditions, depth to groundwater, unless test pits are dry at a depth of fifteen feet (15'); location and results of a soil percolation test if individual sewage disposal systems are proposed. v. Watercourses, marshes, rock outcrop, wooded areas, existing vegetation, isolated trees four inches (4") or more in diameter at breast height, existing structures and other significant features. w. Location of all proposed off street parking and loading areas, including dimensions of parking spaces, drive aisles and loading zones. x. Configuration of all land proposed as open space including stormwater management areas, parks, buffers, and trail corridors. y. All sites to be conveyed, dedicated, or reserved for parks, school sites, public buildings, and similar public and quasi-public uses. z. Pedestrian and/or bicycle circulation systems. aa. Limits of jurisdictional and nonjurisdictional wetlands. bb. Any other data reasonably necessary to provide an accurate overview of the proposed development. 7. Preliminary landscape plan indicating the name, variety, size, location and quantities of plant material for all common and dedicated areas including parkways, buffer areas, http://www.sterlingcodifiers.com/codebook/printnow.php 10/9/2012 Sterling Codifiers, Inc. Page 11 of 21 stormwater basins, wetlands, entry areas, medians, and parking lot islands. The landscape plan shall also depict permanent signs and street fixtures, and a detail plan of landscaping for a typical building area. 8. Preliminary engineering plan which shall be drawn on a print of the proposed land use plan. The proposed plan shall illustrate an appropriate location and dimensions of all sanitary sewers, storm sewers, and water lines for all proposed land uses, drainage ditches, culverts and stormwater retention/detention areas, as well as all utility easements, and be accompanied with: a. A feasibility report or statement from the sanitary district attesting to the capability of the existing sewer system and wastewater treatment facility to service the proposed development. b. Preliminary stormwater report. c. Preliminary mass grading plan. d. Traffic analysis or study, prepared by a transportation engineer or planner, which analyzes the impact caused by the planned unit development on the street and highway systems. 9. Preliminary architectural drawings for all primary buildings and accessory buildings shall be submitted which include: a. Typical elevations (front, rear and side) for proposed residential and nonresidential buildings, which identify materials and color styling proposed for all elements of the building. b. Proposed building heights. c. Roof plan for all nonresidential structures, which shows the proposed location of all roof mounted mechanical equipment. 10. Development plan schedule indicating: a. Stages in which the project will be built, with emphasis on area, density, use of public facilities, and open space to be developed with each stage. b. Each stage as a separate unit. The unit shall be described and mapped on the project. Overall design of each unit shall be shown on the plan and through supporting graphic materials. c. Dates for beginning and completion of each stage. 11. The plan commission or city council may require preparation and submittal, at the petitioner's expense the following for review and evaluation: a. Fiscal impact study, detailing the estimated cost which the planned unit development will have on all taxing bodies, and anticipated revenues to such taxing bodies which will be realized from each phase of development. Information shall include detailed estimates on: http://www.sterlingcodifiers.com/codebook/printnow.php 10/9/2012 Sterling Codifiers, Inc. Page 12 of 21 (1) Expected population of the development; (2) Impact on service and/or operating costs to be incurred by each taxing body as a result of the development; (3) Any major capital investments required, in part or in whole, by each taxing body due to the development. b. Proposed covenants, conditions and restrictions and/or homeowner association bylaws. c. Environmental analysis or study, prepared by an environmental specialist, which analyzes the major impacts the planned unit development may have on the environment including, but not limited to, the effects on discrete ecosystems, deteriorated air quality in the immediate vicinity and along arterial and collector roadways leading to the planned unit development from a specified distance determined by the city engineer or consultant; any deterioration in the groundwater or surface water quality; effect on sensitive land areas such as floodplains, wetlands, forests, aquifer recharge areas, historic buildings or structures, prairie landscapes, and mineral resource reserves. d. Market study indicating the extent of market demand for the uses proposed in the planned unit development including an analysis of demographics, sales potentials, competitive alignment, an assessment of the market share or opportunity gaps, and marketing positioning of each component of the planned unit development. C. Plan Council Review: Upon receipt of all the required submittals, the clerk's office shall distribute copies of the application and supporting documentation to members of the staff plan council. The plan council shall review the preliminary planned unit development plat and supporting documentation and make a recommendation to the plan commission as to the proposal's compatibility with the city's planning objectives, transportation plan, recreation master plan, zoning ordinance, subdivision control ordinance, annexation agreement, and other goals and policies for developing the city. D. Plan Commission Review: The plan commission shall conduct a public hearing in accordance with Illinois Compiled Statutes. After the close of the public hearing, the plan commission shall recommend to the city council approval or denial of the preliminary planned unit development plat. The recommendation may include conditions of approval intended to be incorporated into final plans and supporting documentation. E. Park Board Representative: When applicable for the park board's review of the preliminary planned unit development plat and supporting documentation, the park board shall have a representative present at the plan commission public hearing meeting for input and recommendation to the city council. The recommendations may include conditions of approval intended to be incorporated into final plans and supporting documentation. http://www.sterlingcodifiers.com/codebook/printnow.php 10/9/2012 Sterling Codifiers, Inc. Page 13 of 21 1. Park Board Representative's Purview (If Applicable): The park board representative shall consider the following standards when considering the preliminary planned unit development plat and supporting documentation: a. Compatibility of the proposal with the recreation master plan and park development standards, b. Layout and organization of the open space system, and c. Compliance with the city's land-cash ordinance for parks. F. City Council Review: Subsequent to receiving the plan commission and park board representative recommendations, the city council shall conduct a public meeting and shall approve or deny the application for the preliminary planned unit development plat. (Ord. 2012-19, 6-26-2012) 10-13-8: FINAL PUD PLAT: A. Purpose: A final plat for the planned unit development, suitable for recording with the Kendall County recorder of deeds, shall be prepared by the petitioner for consideration and approval by the city. The purpose of the final PUD plat submission is to designate and depict with particularity the land subdivided into lots, whether conventional or otherwise, common open space and building areas. The final plat shall also designate and limit the specific internal uses of buildings, structures, and uses of land, as well as provide any additional information or details required by the city council when approving the final PUD plat. B. Procedure: Not less than forty five (45) days before the plan commission meeting, the applicant shall file an application with the clerk's office for final planned unit development plat approval. The applicant shall submit twenty (20) paper copies folded to fit in a ten inch by thirteen inch (10" x 13") envelope and two (2) electronic copies of the following documentation: 1. Application Form: A completed notarized application form, two (2) originals and the remainder photocopies. 2. Fees: The application shall be accompanied by the appropriate filing fees. 3. Final Planned Unit Development Plat: The plat shall be a detailed plan which includes, at a minimum, the following information: a. An accurate legal description of the entire area under the immediate development within the planned unit development. http://www.sterlingcodifiers.com/codebook/printnow.php 10/9/2012 Sterling Codifiers, Inc. Page 14 of 21 b. A subdivision plat of all subdivided lands in the same form and meeting all the requirements of the Yorkville subdivision control ordinance and this code. c. An accurate legal description of each separate unsubdivided use area, including common open space. d. Designation of exact location of all buildings to be constructed, and a designation of the specific internal uses to which each building shall be put, including construction details. e. Illustrate centerline elevations, pavement type, curbs, gutters, culverts, etc., and a proposed street numbering designation shall also be furnished for each building. f. Construction plans detailing the design, construction or installation of site amenities; including buildings, landscaping, stormwater detention facilities and other site improvements. g. Certificates, seals, and signatures required for the dedication of land and recording of the document. h. Tabulations on each separate unsubdivided use area, including land area, number of buildings, and number of dwelling units per acre. i. A final construction schedule indicating: (1) Stages in which the project will be built, with emphasis on area, density, use of public facilities, and open space to be developed with each stage. (2) Each stage as a separate unit. The unit shall be described and mapped on the project. Overall design of each unit shall be shown on the plan and through supporting graphic materials. (3) Dates for beginning and completion of each stage. 4. Common Open Space Documents: All common open space, at the discretion of the city council, shall be: a. Conveyed to a city or public corporation, or conveyed to a not for profit corporation or entity established for the purpose of benefiting the owners and residents of the planned unit development or adjoining property owners of any one or more of them. All lands conveyed hereunder shall be subject to the right of the grantee or grantees to enforce maintenance and improvement of the common open space; or b. Guaranteed by a restrictive covenant describing the open space and its maintenance and improvement, running with the land for the benefit of residents of the planned unit development or adjoining property owners and/or both. c. Such documents shall also provide that the city shall have the right, but not the obligation, to perform necessary maintenance of the common open space, and shall have the authority to place a lien against the individually owned property in the planned unit development for the costs thereof. http://www.sterlingcodifiers.com/codebook/printnow.php 10/9/2012 Sterling Codifiers, Inc. Page 15 of 21 5. Public And Quasi-Public Facilities; Guarantee Of Performance: All public and quasi- public facilities and improvements made necessary as a result of the planned unit development, including, but not limited to, parks, schools, recreational areas, etc., shall guarantee the completion of such, as set forth in the Yorkville subdivision control ordinance, except where varied by the approved final plat. 6. Covenants, Conditions, Restrictions And Bylaws: Final covenants, conditions and restrictions and/or homeowner association bylaws. 7. Delinquent Taxes: A certificate shall be furnished from the county tax collector that no delinquent taxes exist and that all special assessments constituting a lien on the whole, or any part, of the property of the planned unit development have been paid. C. Plan Council Review: Upon receipt of all the required submittals, the clerk's office shall distribute copies of the application and supporting documentation to members of the plan council. The plan council shall review the final planned unit development plat and supporting documentation and make a recommendation to the plan commission as to the proposal's compatibility with the city's planning objectives, transportation plan, recreation master plan, zoning ordinance, subdivision control ordinance, annexation agreement, and other goals and policies for developing the city. D. Plan Commission Review: The plan commission shall conduct a public hearing in accordance with Illinois Compiled Statutes. After the close of the public hearing, the plan commission shall recommend to the city council approval or denial of the final planned unit development plat. The recommendation may include conditions of approval intended to be incorporated into final plans and supporting documentation. E. Park Board Representative: When applicable for the park board's review of the final planned unit development plat and supporting documentation, the park board shall have a representative present at the plan commission public hearing meeting for input and recommendation to the city council. The recommendations may include conditions of approval intended to be incorporated into final plans and supporting documentation. 1. Park Board Representative's Purview (If Applicable): The park board representative shall consider the following standards when considering the final planned unit development plat and supporting documentation: a. Compatibility of the proposal with the recreation master plan and park development standards. b. Layout and organization of the open space system. c. Compliance with the city's land-cash ordinance for parks. http://www.sterlingcodifiers.com/codebook/printnow.php 10/9/2012 Sterling Codifiers, Inc. Page 16 of 21 F. City Council Review: Subsequent to receiving the plan commission and park board recommendations, the city council shall conduct a public meeting and shall approve or deny the application for the final planned unit development plat. (Ord. 2012-19, 6-26- 2012) 10-13-9: AMENDMENTS OR MINOR REVISIONS TO PUD PLAT: After the approval of the final planned unit development plat, the use of land, construction, location of buildings and structures in the planned unit development shall be developed in accordance with such approved plans, rather than by any other provisions of the zoning ordinance. Any changes, modifications or alterations to the approved final planned unit development plat shall be considered either a minor or a major modification. No changes may be made to the approved final planned unit development plat unless approved by the city. The nature of the requested change, either minor or major, to the planned unit development will be determined by the city administrator, or designee, as follows: A. Minor Changes: Minor changes to the final PUD plat are modifications or revisions that do not alter the overall intent of the PUD. Minor changes may be approved by the city administrator, or designee if the proposed modification does not result in any of the following: 1. An increase or decrease in overall density greater than five percent (5%). 2. An increase or decrease in the mixture of residential dwelling unit types greater than five percent (5%). 3. An increase or decrease in area for any land use or land use mixture greater than five percent (5%). 4. An increase or decrease in total number of parking spaces greater than five percent (5%). 5. Any reduction in area of common open space, landscaping or buffering, particularly when reduced below the minimum standard prescribed in section 10-13-11, "Development Standards And Design Criteria", of this chapter. 6. Any significant changes in building layout, orientation or height of buildings. 7. A change in the functional classification of a roadway. Minor changes not approved by the city administrator may be appealed by the applicant or property owner to the city council without review and recommendation by the plan commission or park board representative (when applicable), unless the city http://www.sterlingcodifiers.com/codebook/printnow.php 10/9/2012 Sterling Codifiers, Inc. Page 17 of 21 council refers the request for a minor change to the plan commission or park board representative (when applicable) for review and recommendation. B. Major Changes: Major changes to the final PUD plat are modifications which alter the concept or intent of the approved PUD exceeding the criteria set forth constituting a minor change. Major changes to the final PUD plat shall be subject to review and recommendation by the plan commission and park board representative (when applicable) with final approval or denial determined by the city council. C. Application For PUD Modification Or Changes: For any modifications or changes resulting in an amendment to an approved final PUD plat, the applicant shall submit a revised plat and supporting data with an application for a major or minor change to the clerk's office in accordance with the following: 1. The title of the plat shall indicate the nature of the change. 2. If a major change, the revised plat and supporting data with an application shall be submitted to the clerk's office not less than forty five (45) days before the plan commission meeting. D. Notice For Major Changes To PUD Plat: The notice for a major change to an approved final PUD plat shall conform to the requirements of section 10-14-7, "Amendments", of this title. E. Changes Recorded And Binding: All approved major or minor changes to an approved final PUD plat shall be recorded with the county and shall be binding on the applicants, their successors, grantees and assigns and shall govern the development of the PUD, as set forth therein. (Ord. 2012-19, 6-26-2012) 10-13-10: CONDITIONS FOR APPROVAL: The plan commission may recommend approval of a special use for planned unit development or amendments to the preliminary or final planned unit development plat for the proposed development or amendment upon considering the following: A. In what respect does the design of the planned unit development meet the requirements and design standards of the development standards and design criteria. http://www.sterlingcodifiers.com/codebook/printnow.php 10/9/2012 Sterling Codifiers, Inc. Page 18 of 21 B. The extent to which the proposed plan deviates and/or requires waivers of the bulk regulations in the zoning ordinance and how the modifications in design standards from the subdivision control regulations fulfill the intent of those regulations. C. The extent of public benefit produced by the planned unit development, such as, but not limited to, the adequacy of common open space and/or public recreational facilities provided; sufficient control over vehicular traffic; provision of public services; provision and protection of the reasonable enjoyment of the land. D. The relationship and compatibility, beneficial or adverse, of the planned unit development to the adjacent properties and nearby land uses. E. The extent to which the planned unit development fulfills the objectives of the future planning objectives or other planning policies of the city. F. The plan commission finds that the planned unit development satisfactorily meets the standards for special use as defined in section 10-14-6 of this title. (Ord. 2012-19, 6-26- 2012) 10-13-11 : DEVELOPMENT STANDARDS AND DESIGN CRITERIA: A. Purpose: The purpose of this section is to establish and provide a comprehensive set of standards and guidelines in which planned unit developments are designed. While specific recommendations for development and design are provided, flexibility is also encouraged through guidelines which enable individual developments to be distinct from one another while maintaining the inherent character of the city. B. Applicability: These standards and established criteria shall apply to all newly constructed buildings and sites within a planned unit development. Each proposed development will be evaluated on its compliance with the established regulations/guidelines contained herein. http://www.sterlingcodifiers.com/codebook/printnow.php 10/9/2012 Sterling Codifiers, Inc. Page 19 of 21 C. Density: The density, minimum lot size and minimum setback dimension for each use proposed within a PUD shall be determined by the conventional zoning classification which would permit the proposed use unless a variance is specifically requested as part of the special use request. D. Use Regulations: Planned unit developments may be comprised of a single type of land use or a mixture of land uses when applicable and when different intensity of land uses are appropriately buffered or separated. 1. Uses proposed shall be consistent with those listed as allowable uses in the respective zoning districts. 2. Uses listed as special uses in the zoning district in which the development is located may be allowed. E. Access To Dwelling: The plan commission may recommend and the city council may approve access to a dwelling by a driveway or pedestrian walk easement. Off street parking facilities for such dwelling shall be located not more than two hundred feet (200') from the dwelling served. F. Yard Variations: The plan commission also may recommend and the city council may approve yards of lesser widths or depths than required for permitted uses in the zoning classification which the planned development is including, provided: 1. Those protective covenants are recorded with perpetual access easements and off street parking spaces for use by the residents of the dwellings served. 2. That spacing between buildings shall be consistent with the application of recognized site planning principles for securing a unified development and that due consideration is given to the openness normally afforded by intervening streets and alleys. 3. The yards for principal buildings along the periphery of the development shall be not less in width or depth than required for permitted uses in the district in which the planned unit development is included and the plan is developed to afford adequate protection to neighboring properties, i.e., fire protection and sufficient area needed for utility easements, as recommended by the plan commission and approved by the city council. G. Design Criteria: All standards of the "United City Of Yorkville Design Guidelines" (ordinance 2009-28), as amended, and title 11, chapter 41 "Design Standards", of this code shall apply to all planned unit developments. (Ord. 2012-19, 6- 26-2012) http://www.sterlingcodifiers.com/codebook/printnow.php 10/9/2012 Sterling Codifiers, Inc. Page 20 of 21 10-13-12: FEES: The approved charges and expenses for development fees, application fees, review fees and deposits for matters pertaining to this chapter shall be established by the city council. These fees shall be approved by ordinance with a copy filed in the clerk's office and may be altered or amended from time to time, but only by city council approval. Until all applicable fees, charges and expenses have been paid in full, no action shall be taken on any application or appeal. (Ord. 2012-19, 6-26-2012) 10-13-13: EFFECTIVE PERIOD OF PLANNED UNIT DEVELOPMENT: A. The planned unit development shall be constructed in a timely manner. The planned unit development shall be subject to revocation under the following conditions: 1. Final plat approval does not occur within twelve (12) months from the date of approval of the preliminary plat of a planned unit development. 2. Construction does not commence and proceed within three (3) years from the date of approval of the final plat of a planned unit development. 3. The city council may extend the time limits for final plat approval for no more than two (2) 12-month periods. Commencement for construction may also be extended by the city council in one year increments. B. The city council may initiate or the owner of the parcel of land on which the planned unit development is to be constructed may apply for the revocation of the planned unit development. The owner shall be notified, in writing, at least thirty (30) days prior to the city council's consideration of the revocation if initiated by the city council. C. The city council shall consider, but not be limited to, the following standards in the review of the status of the project construction to determine whether there is reasonable cause for delay: 1. The original program of development with regard to market demand for the components included in the final plan; 2. Conditions in the real estate finance market; 3. General economic conditions in the local area, state or region; 4. The ability and purposefulness of development operations for the planned unit development; and http://www.sterlingcodifiers.com/codebook/printnow.php 10/9/2012 Sterling Codifiers, Inc. Page 21 of 21 5. Laws, ordinances or other regulations that may have affected timely development of the project. D. Upon consideration of the findings by the city council regarding the standards in subsection C of this section, the city council shall decide whether: 1. To revoke those portions of the planned unit development for which construction has not begun; 2. To extend the time allotted for construction to commence based upon a revised schedule of construction; or 3. To require special changes in the planned unit development as a condition of a time extension, whereby such changes shall be deemed a "major change" to the planned unit development. E. Upon revocation of a planned unit development, the parcel of land shall conform to the permitted uses and other regulations of the underlying zoning district of which it is a special use unless an amendment or other special use is initiated by the city council or is applied for by the owner of the parcel of land on which the planned unit development was to be constructed and granted by the city council. (Ord. 2012-19, 6-26-2012) http://www.sterlingcodifiers.com/codebook/printnow.php 10/9/2012 STATE OF ILLINOIS ) ss COUNTY OF KENDALL ) ORDINANCE NO. 2006- qs AN ORDINANCE REZONING CERTAIN PROPERTY IN FURTHERANCE OF A DEVELOPMENT AGREEMENT (Kendall Marketplace) WHEREAS, Cooper Home Furnishings are the legal owners of record of property described on Exhibit "A" attached hereto and incorporated herein (the Property), and WHEREAS, Cannonball, LLC, developer of the Property has made application by petition for the rezoning of the Property pursuant to Development of the Property, and WHEREAS, owners and developers have previously entered into an agreement for development and zoning of the property, and WHEREAS, the Yorkville Plan Commission has recommended a rezoning of the property from current A- 1 Agricultural District to Planned Unit Development District consisting of B-3 Service Business District, R-1 One Family Residence District and R-3 General Residence District as shown on the Concept Plan a copy of which is attached hereto, and incorporated herein as Exhibit `B". NOW, THEREFORE BE IT ORDAINED BY THE MAYOR AND THE CITY COUNCIL OF THE UNITED CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS UPON MOTION DULY MADE, SECONDED AND APPROVED BY THE MAJORITY OF THOSE MEMBERS OF THE CITY COUNCIL VOTING, THAT: 1 . The City Council approves the recommendation of the Plan Commission and hereby rezones the property legally described on Exhibit "A from current A-1 Agricultural District to Planned Unit Development District consisting of B-3 Service Business District, R- 1 One Family Residence District and R-3 General Residence District as shown on the Concept Plan a copy of which is attached hereto, and incorporated herein as Exhibit "B". 2. The Property shall be developed according to the terms of the Development Agreement previously adopted. 3 : This Ordinance shall be in full force and effect from and after its passage and approval as provided by law. JAMES BOCK �� JOSEPH BESCO VALERIE BURD PAUL JAMES DEAN WOLFER MARTY MUNNS ROSE SPEARS JASON LESLIE Approved by me, as Mayor of the United City of Yorkville, Kendall County, Illinois, this o day of A.D. 2006. MAYOR Passed by the City Council of the United City of Yorkville, Kendall County, Illinois this �_ day of t 1 1 . A.D. 2006. ATTEST: ��O=k=ma CITY CLERK Prepared by: John Justin Wyeth City Attorney United City of Yorkville 800 Game Farm Road Yorkville, IL 60560