Ordinance 2013-23 UNITED CITY OF YORKVILLErpr
KENDALL COUNTY, ILLINOIS
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ORDINANCE NO . 2013-23 co
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AN ORDINANCE AUTHORIZING AND PROVIDING FOR THE
ISSUANCE OF AN AGGREGATE $ 6,625,000 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
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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 foam
by authority of the
City Council of the
United City of Yorkville,
Kendall County, Illinois, this
23rd day of April , 2013
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MINUTES of a regular public meeting of the 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
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Mayor then directed the Clerk to call the roll .
Upon the roll being called by the Clerk, the following Aldermen answered present :
koc-H . CoL-oslMom, MtL� ScAvi wsv� , 1AutJ05 QMK-Ho0SE6z
The following Aldermen were absent :
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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, Mayor Golinski
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entertained a motion to approve the refunding. So moved by Alderman SPEAR. S ;
seconded by Alderman KiLSUIEW ts4 i ; motion approved by a roll call vote : Ayes $ Nays 0
approving the Ordinance the complete text of which is set out hereinbelow as follows :
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ORDINANCE No. 2013-23
AN ORDINANCE AUTHORIZING AND PROVIDING FOR THE
ISSUANCE OF AN AGGREGATE $ 6,625,000 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
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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 "200513 Bonds") and
(ii) the costs of issuance of the Bonds (as defined herein) (the "Refunding") ; and
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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
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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
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WHEREAS , it is deemed advisable, necessary and in the best interests of the City and the
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residents thereof to issue General Obligation Library Refunding Bonds, Series 2013 (the
"Bonds") in the amount of $ 6 , 625 , 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 ORDArNED, by the City Council of the United City of Yorkville,
Kendall County, Illinois, as follows :
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Section 1 . Issuance of Bonds . The City shall issue bonds designated "General 1
Obligation Library Refunding Bonds, Series 2013 ," in an aggregate principal amount of
$ 6,625 ,000 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
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the issuance of the Bonds .
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The Bonds shall be in denominations of Five Thousand Dollars ($ 5 ,000) each or integral
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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 : j
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Year of Maturity Interest
Maturity Amount Rate
2013 $ 155 ,000 2 . 00%
2014 4553000 100%
2015 48500 2 . 00%
2016 500,000 2 . 00%
2017 520 ,000 2 . 10 %
2018 5655000 2 .25 %
2019 585 ,000 100%
2020 6101000 3 . 00 %
2021 6455000 3 . 00%
2024 25105 ,000 4 . 00 %
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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
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to which interest has been paid next preceding the authentication date of the Bonds unless the
Bonds are authenticated after the fifteenth ( 15t11) day next preceding an interest payment date and
on or before such interest payment date in which case they shall bear interest from such interest
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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
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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
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appear as of the fifteenth ( 15th) day next preceding the interest payment date and at the addresses
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as they appear on the registration books kept by the Registrar or at such other address as is
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provided to the Paying Agent in writing by such registered owner.
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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
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 .
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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
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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
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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
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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
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and Paying Agent may be removed at any time as Registrar and Paying Agent by the City, in
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which event the City may appoint a successor registrar and paying agent. The City shall notify
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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
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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
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directed to enter into such agreements and understandings with such successor registrar and
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paying agent as will enable the institution to perform the services required of a registrar and
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paying agent for the Bonds . The Mayor and City Clerk are further authorized to pay such fees as
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the successor registrar and paying agent may charge for the services it provides as registrar and
paying agent, and such fees may be paid fiom the fund established to pay the principal of and I
interest on the Bonds .
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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
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Company, New York, New York (the "Depository Trust Company") and have transfers of the
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Bonds effected by book- entry on the books of the central depository system (the "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 .
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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.
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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
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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
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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
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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 &
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CO . to be the absolute bondholder of each of the Bonds for the purpose of (i) payment of the
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principal of and premium, if any, and interest on such Bonds ; (ii) giving notices of redemption
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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
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
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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
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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
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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
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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
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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
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obtain certificates for the fully registered Bonds, the City may notify the Depository Trust
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Company and the Registrar, whereupon the Depository Trust Company will notify the Beneficial j
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Owners of the availability through the Depository Trust Company of certificates for the Bonds .
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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
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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
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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 ,
2024, are subject to redemption, in whole or in part, at the option of the City on any date on or
after December 30 , 2022 , 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 , 2024, are
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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 :
Term Bonds due
December 30, 2024
12/30/22 $ 675 ,000
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12/30/23 700 , 000
12/30/24 7305000 *
* Final Maturity
(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
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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
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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 fiom 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
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assigned the numbers so selected; provided that only so much of the principal amount of each
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Bond shall be redeemed as shall equal $ 5 , 000 for each number assigned to it and so selected.
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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
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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 :
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(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 j
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(f) and such other information as shall be deemed necessary by the Registrar
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at the time such notice is given to comply with applicable law, regulation or industry standard.
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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
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called for mandatory sinking fund redemption, the Bonds to be called for optional redemption j
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shall be determined by the Registrar and Paying Agent by lot prior to determining which Bonds
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are to be subject to mandatory sinking fund redemption .
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
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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
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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
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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
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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
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surrender thereof for redemption, the principal and premium (if any) shall , until paid or duly
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provided for, bear interest from the redemption date at the rate borne by the Bond or portion of
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
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failure to give all or any portion of such further notice shall in any manner defeat the
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effectiveness of a call for redemption if notice thereof is given as above prescribed .
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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
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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.
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Upon the payment of the redemption price of Bonds being redeemed, each check or other
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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
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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
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nevertheless be valid and sufficient for all purposes the same as if such officer had remained in
office until such delivery.
The Bonds shall have all of the qualities and incidents of negotiable instruments under
the laws of the State of Illinois, subject to the provisions for registration herein.
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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
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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
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UNITED CITY OF YORKVILLE
GENERAL OBLIGATION LIBRARY REFUNDING BOND , SERIES 2013
Interest Rate Maturity Original Date Authentication Date CUSIP
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REGISTERED OWNER : CEDE & CO .
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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 ( 15 ") 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 .
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 ( 15 " ) day of the month next
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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 .
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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 , 625 ,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 j
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 , 2024, 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 December 30, 2022 , 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, 2024, are subject to mandatory sinking fund
redemption on December 30 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.
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
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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.
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It is hereby certified and recited that all acts, conditions and things required to be done j
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.
UNITED CITY OF YORKVILLE, KENDALL
COUNTY, ILLINOIS
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By
Mayor
[ SEAL]
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Attest :
City Clerk
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REGISTRAR' S CERTIFICATE OF AUTHENTICATION
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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)
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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
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negotiated sale to Bernardi Securities, Inc. (the "Purchaser") pursuant to the Bond Purchase
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Agreement between the City and the Purchaser (the "Purchase Contract") at a purchase price
$ 6, 749 , 881 . 60 (representing a par amount of $ 6 ,625 , 000 plus an original issue premium of
$207 ,694 . 10 and less an underwriter ' s discount of $ 82 , 812 . 50) . 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
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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 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
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interest and when due. The Bonds shall be executed as in this Ordinance provided as soon after
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the execution of the Purchase Contract as may be done, and thereupon to the Purchaser upon
receipt of the purchase price therefor.
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(b) The Bonds when fully paid for and delivered to the Purchaser, shall be the j
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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 I
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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;
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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 ,
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(d) The Bonds may be insured pursuant to a municipal bond insurance policy
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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.
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
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and discharge the principal at maturity, there shall be levied upon all of the taxable property
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within the City a direct annual tax (the "Pledged Taxes") for each of the years while the Bonds or
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any of them are outstanding, in amounts sufficient for that purpose, and there be and there is
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hereby levied upon all of the taxable property in the City a direct annual tax in the years and
amount as follows :
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Lever Amount and Purpose of Levy
2013 $ 646, 832 . 50 for payment of principal and interest
2014 $ 667,732 . 50 for payment of principal and interest
2015 $ 673 , 032 . 50 for payment of principal and interest
2016 $ 683 , 032 . 50 for payment of principal and interest
2017 $ 717, 112 . 50 for payment of principal and interest
2018 $ 724,400 . 00 for payment of principal and interest
2019 $ 731 , 850 . 00 for payment of principal and interest
2020 $ 748 , 550 . 00 for payment of principal and interest
2021 $ 759 ,200 . 00 for payment of principal and interest
2022 $ 757,200 . 00 for payment of principal and interest
2023 $ 759,200 . 00 for payment of principal and interest
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(b) Principal or interest coming due at any time when there are not sufficient
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funds on hand from the foregoing tax levy to pay the same shall be p aid 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
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Bonds that so long as the Bonds remain outstanding, the City will take no action or fail to take
any action which in any way would adversely affect the ability of the City to levy and collect the
foregoing tax levy, unless the abatement of any particular tax levy amount has been provided for
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through the deposit of moneys in a segregated account, and the City and its officers will comply
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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
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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
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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 �
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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
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hereby levied shall be used only for the purpose of paying the principal of and interest on the
Bonds .
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.
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Pledged Taxes shall be deposited into the Bond Fund, as received, and shall be used solely and
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only for the payment of principal and interest on the Bonds when due (including any
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redemption) .
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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
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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
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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
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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,
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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
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Exhibit B submitted to the Council on the date hereof is hereby approved, and the Mayor and
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City Clerk are authorized and directed to execute the Escrow Agreement . Proceeds of the Bonds
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
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hereunder, the Mayor is hereby authorized and directed to establish, and the Treasurer is further j
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authorized to hold, any and all funds and/or accounts they deem necessary or convenient to the
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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 j
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
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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.
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Section 14 . Amendments with Consent of Bondholders . Subject to the terms and
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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 j
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,
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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
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issued pursuant to this Ordinance; or
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(b) A reduction in the principal amount of any Bond or the rate of interest
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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
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Ordinance; or
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(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
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
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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
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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
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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
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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.
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Section 15 . Tax Covenants . In order to preserve the exclusion of interest on the Bonds
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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, (i) secured by any interest in property used or to be
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used for a private business use or payments in respect of such property or (ii) derived
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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
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proceeds will be transferred, directly or indirectly, or deemed transferred to a
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nongovernmental person in any manner that would in substance constitute a loan of the
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Bond proceeds .
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c The City reasonably expects, as of the date hereof, that the Bonds will not
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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
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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
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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
issued on its befalf more than $ 10,000,000 of tax exempt obligations (including the
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Bonds) during calendar year 2013 .
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(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 .
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(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
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issuance of the Bonds .
(h) These covenants are based solely on current law in effect and in existence
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on the date of delivery of such Bonds .
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The City hereby authorizes the officials of the City responsible for issuing the Bonds, the
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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
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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
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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
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City receives an opinion of nationally recognized bond counsel that any Tax Representations are
unnecessary to preserve the Tax Exemption
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Section 17 . Continuing Disclosure. The Mayor is hereby authorized, empowered and
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directed to execute and deliver a Continuing Disclosure Undertaking agreement under Rule j
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
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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
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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.
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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 fiom 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 forrn .
Section 19 . Severability. If any section, paragraph or provision of this Ordinance shall
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be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such
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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
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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
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ordinances and resolutions, in conflict herewith are hereby repealed. j
Section 22 . Headings . The headings or titles of the several sections shall be solely for
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convenience of reference and shall not affect the meaning, construction or effect of this j
Ordinance.
Section 23 . Effective Date. This Ordinance shall be in full force and effect fiom and
after its adoption and publication .
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Ken Koch Marty Munns
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Carlo Colosimo Chris Funkhouser
Larry Kot Diane Teeling [
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Jacquelyn Milschewski Rose Ann Spears
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Passed by the City Council of the United City of Yorkville, Illinois this 23rd day of April,
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2013 .
Attest :
POO
City Clerk
APPROVED by me this 23rd day of April, 2013 ,
Mayo
ATTESTED and FILED in my office this 23rd day of April, 2013 . j
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City Clerk
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Published by me in pamphlet form this 23rd day of April , 2013 .
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City Clerk, United City of Yorkville
Kendall County, Illinois
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EXHIBIT A
FORM OF TAX ESCROW AGREEMENT
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UNITED CITY OF YORKVILLE
(KENDALL COUNTY, ILLINOIS)
$6,625,000 GENERAL OBLIGATION LIBRARY REFUNDING BONDS, SERIES 2013
TAX ESCROW AGREEMENT
This Tax Escrow Agreement, dated as of May 9, 2013 , by and between the United City of
Yorkville, Kendall County, Illinois (the "City"), and The Bank of New York Mellon Trust
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Company, N.A. , as Tax Escrow Agent (the "Tax Escrow Agent"), in consideration of the mutual
promises and agreements herein set forth:
WITNESSETH :
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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 9, 2013 ,
between the City and the Tax Escrow Agent.
1 . 03 . "Bonds" means the City 's $ 6,625 ,000 General Obligation Library Refunding
Bonds, Series 2013 .
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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
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due on the Bonds during the year of tax collections .
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1 . 07 . "Tax Escrow Agent" means The Bank of New York Mellon Trust Company, N.A. ,
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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
235 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 .
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1 . 11 . "Qualified Investments" means any investments permissible under the Public
Funds Investment Act, 30 ILCS 23511 et seq.
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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 .
;
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ARTICLE II.
CREATION OF THE ESCROW ACCOUNT
2 . 01 . Establishment of the Escrow Account. The Escrow Account is hereby established
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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
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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
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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
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Agent. The City shall direct the County Collector to deposit with the Tax Escrow Agent an
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amount equal to one-half ( 1 /2) of the Current Debt Service Requirement from the first
distribution of property taxes and an amount equal to one-half ( 1 /2) of the Current Debt Service
Requirement from the second distribution of property taxes . Promptly upon receipt of any
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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 j
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
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of the City shall be paid to the Tax Escrow Agent for deposit therein (the "Additional Deposits"), j
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
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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.
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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
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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
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in the Escrow Account are sufficient to pay such principal and interest, no further deposits shall
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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
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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
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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
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the purpose of paying the of principal of and interest on the Bonds and certain other fees and
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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
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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
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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
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upon their written request.
3 . 03 . Investment of Moneys in the Escrow Account. Pending the need for the moneys
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deposited in the Escrow Account to be used for paying the principal of and interest on the Bonds,
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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. The Tax Escrow Agent may conclusively rely upon the City' s written
instructions as to both the suitability and legality of the directed investments . The Tax Escrow
Agent may make any and all such investments through its own investment department or that of
its affiliates or subsidiaries, and may charge its ordinary and customary fees for such trades,
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including account maintenance fees . In the absence of investment instructions from the City, the
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Tax Escrow Agent shall not be responsible or liable for keeping the moneys held by it hereunder
fully invested in permitted investments. Investments shall be scheduled to come due to meet
maturing principal and interest payments on the Bonds when due .
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The Tax Escrow Agent shall report on the status of the Escrow Account on a monthly
basis, pursuant to Section 3 . 04 hereof. 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 permitted investments are not required to be issued by
the Tax Escrow Agent for each month in which a monthly statement is rendered. No statement
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need be rendered for any fund or account if no activity occurred in such fund or account during
such month.
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3 . 04 . Monthly Reports . The Tax Escrow Agent will submit to the Treasurer on or
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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
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all moneys held by it received as interest on or profit from the Qualified Investments .
3 . 05 . Sufficiency ports ; 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,
including deposits therein, investments and earnings on investments, will not be sufficient to
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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
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hereunder. The fees of the Tax Escrow Agent shall be competitive with fees charged for similar
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services by other banking institutions within the State. j
ARTICLE IV.
COVENANTS
The City and the Tax Escrow Agent covenant and agree as follows :
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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
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obligation in its capacity as Tax Escrow Agent to enforce the rights of the registered owners of
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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,
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
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they are incurred), and if any judgment, decree or recovery be obtained by the Tax Escrow
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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
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as a banking institution, may in good faith buy, sell or hold and deal in any of the Bonds, and
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may also, at the direction of the Treasurer as provided in Section 3 . 03 hereof, invest for the
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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 j
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
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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
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case any order, judgment or decree shall be made or entered by any court affecting such property
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or any part thereof, then, and in any of such events the Tax Escrow Agent is authorized, in its
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.
The Tax Escrow Agent shall have the right to accept and act upon instructions or
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directions pursuant to this Agreement sent by unsecured e-mail, facsimile transmission or other
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similar unsecured electronic methods, provided, however, that the City shall provide to the Tax
Escrow Agent an incumbency certificate listing designated persons with the authority to provide
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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 Tax Escrow Agent e-mail or facsimile instructions (or
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instructions by a similar electronic method) and the Tax Escrow Agent in its discretion elects to
act upon such instructions, the Tax Escrow Agent' s understanding of such instructions shall be
deemed controlling. The Tax Escrow Agent shall not be liable for any losses, costs or expenses
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arising directly or indirectly from the Tax Escrow Agent' s reliance upon and compliance with
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such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent
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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 Tax Escrow Agent, including
without limitation the risk of the Tax Escrow Agent 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 Tax Escrow Agent
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 .
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4 . 06. Good Faith Actions . Absent gross 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.
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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.
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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
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hereafter deposited hereunder, or of any endorsement thereon, or for any lack of endorsement
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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
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execute or deliver any such document, security or endorsement or this Agreement. The Tax
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Escrow Agent shall not be liable for any depreciation or change in the value of such investments .
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4 . 08 . Consult with Counsel ; Use of Agents . 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. The Tax Escrow Agent shall have the right to perform any of its
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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.
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4 . 09 . Authorization. Each of the parties hereto covenants, represents and warrants that
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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.
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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
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successors and assigns of the parties hereto .
ARTICLE V.
NOTICE
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5 . 01 . City. All notices and communications to the City shall be addressed in writing to :
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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 . Pang Agent. All notices and communications to the Paying 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
Notices shall not be deemed to be given until actually received, in the case of the City, by
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the Clerk at the City offices (the address hereinabove noted) ; in the case of the Tax Escrow
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Agent, by an officer in its trust department or other trust department employee administering the
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Escrow Account; in the case of the Treasurer, by the Treasurer or a designated agent of the
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Treasurer; and in the case of the Paying Agent, by an officer in its trust department or other trust
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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
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hereof the time for giving a notice or performing an act falls upon a Saturday, Sunday or holiday,
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such time shall be extended to the next business day.
ARTICLE VI.
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RESIGNATION OR REMOVAL OF THE TAX ESCROW AGENT
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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
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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.
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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.
6 . 03 . Any successor Tax Escrow Agent selected pursuant to this Article must have not
less than $50,000, 000 in assets .
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ARTICLE VII.
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ALTERATION AND TERMINATION OF AGREEMENT
7 . 01 . The City, the Tax Escrow Agent and the Treasurer may change and alter the terms
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of this Agreement for the following purposes :
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(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.
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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
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Tax Escrow Agent will transfer any balance remaining in the Escrow Account to the Treasurer j
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.
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ARTICLE VIII. j
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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.
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IN WITNESS WHEREOF, the City has caused this Agreement to be executed by the Mayor
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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
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above written.
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UNITED CITY OF YORKVILLE, KENDALL
COUNTY, ILLINOIS
By:
Its : Mayor
(SEAL)
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Attest:
By:
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Its : City Clerk
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THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A. , as Tax Escrow Agent
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By:
Its :
(SEAL)
Attest:
By:
Its :
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This Tax Escrow Agreement received and acknowledged by me this 9th day of May,
2013 ,
UNITED CITY OF YORKVILLE, KENDALL
COUNTY, ILLINOIS
By:
Its : Deputy Treasurer
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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 $ 6,625 ,000 General Obligation Library Refunding Bonds, Series 2013 , dated May 9, 2013
(the "Bonds") . The Bond Ordinance authorizes you, as County Collector, to deposit from tax
proceeds pledged to the payment of the Bonds an amount equal to one-half of the debt service
for the year from the first collection cycle and an amount equal to one-half of the debt service for
the year 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 9, 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 9, 2013 . The annual debt service schedule for the Bonds is attached hereto as Schedule
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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 # 021000018 ABA # 021000018
Credit account of corporate trust demand Credit account of corporate trust demand
deposit deposit j
For Credit to : GLA # 111 -565 For Credit to CAS # 8900347708
For further Credit to : TAS # 821249 Reference : TAS # 821249 — YORKVILLE
Account Name : YORKVILLE LIB RFDG LIB RFDG SR 2013 TAX ESC
SR 2013 ESC
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This Segregation Order will also be filed with the Tax Escrow Agent.
Dated this 9th day of May, 2013 .
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UNITED CITY OF YORKVILLE, KENDALL
COUNTY, ILLINOIS
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By:
Its : Deputy Treasurer
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SCHEDULE I - ANNUAL DEBT SERVICE SCHEDULE
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Principal and
Year Principal Interest Interest
2013 $ 1553000 $ 1253081 . 69 $280,081 . 69
2014 455,000 1913832 . 50 646, 832 . 50
2015 485 ,000 182,732 . 50 667,73150
2016 500,000 173 ,032 . 50 6733032 . 50
2017 520,000 163 ,032 . 50 683 , 032 . 50
2018 5655000 152, 112 . 50 717511150
2019 5855000 139,400 . 00 724,400 . 00
2020 610,000 121 , 850 . 00 7315850. 00
2021 645 ,000 103 , 550 . 00 7485550 . 00
2022 675 ,000 843200 . 00 759,200 . 00
2023 700,000 57,200 . 00 7575200 . 00
2024 , 7305000 29,200 . 00 759,200 . 00
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EXHIBIT B
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FORM OF ESCROW AGREEMENT
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UNITED CITY OF YORKVILLE
(KENDALL COUNTY, ILLINOIS)
$ 6,625,000 GENERAL OBLIGATION LIBRARY REFUNDING BONDS, SERIES 2013
ESCROW AND DEFEASANCE AGREEMENT
This Escrow and Defeasance Agreement (the "Agreement") made and entered into on
May 9, 2013 , by and between the United City of Yorkville, Kendall County, Illinois (the "C45%
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 "2005B Bonds") of which $ 6,660,000 are now outstanding; and f
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
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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 :
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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 j
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
$0 . 75 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 tho.,;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 (i)
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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 : j
(a) not be liable for any action taken or omitted under this Agreement so long
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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 j
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;
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(e) have only those duties as are specifically provided herein. This
Agreement sets forth all matters pertinent to the escrow contemplated hereunder, and no
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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
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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
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(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.
86 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
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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 .
90 This agreement is irrevocable.
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100 This Agreement shall be governed, construed, interpreted and enforced under, and
in accordance with, the laws of the State of Illinois .
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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.
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UNITED CITY OF YORKVILLE, KENDALL COUNTY,
ILLINOIS
By:
Mayor
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(Seal)
Attest:
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Clerk
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A. , Escrow Trustee
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By:
(Seal)
Attest:
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[SIGNATURE PAGE TO THE ESCROW AND DEFEASANCE AGREEMENT]
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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 9, 2013 j
GENERAL OBLIGATION LIBRARY BONDS, SERIES 2005B
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REFUNDED OUTSTANDING AMOUNT
MATURITIES AMOUNT REFUNDED
12/30/2014 400,000 4005000
12/30/2015 4353000 4355000
12/30/2016 460, 000 460,000
12/30/2017 48500 485 ,000
12/30/2018 54000 540,000
12/30/2019 5753000 575 ,000
12/30/2020 605, 000 605 ,000
12/30/2021 65000 650,000
12/30/2022 690,000 690, 000
12/30/2023 725 ,000 725, 000
12/30/2024 7603000 760, 000
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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 9, 2013
SCHEDULE OF UNITED STATES OBLIGATIONS
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Type Maturity Coupon Par Amount
SLG Certificate 6/30/2013 0 . 030% $ 142,056 . 00
SLG Certificate 12/30/2013 0 . 090% 634631317 . 00
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Cash: $0 . 75
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EXHIBIT C
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NOTICE OF REDEMPTION
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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 ,
9873551)1?6, 987355DQ4, 987355DR23 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 .
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Dated this _ day of November, 2013 .
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THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A. , as Escrow Trustee
By: Isl
Title :
UNITED CITY OF YORKVILLE, KENDALL COUNTY,
ILLINOIS
By: /s/
Title:
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STATE OF ILLINOIS )
SS
COUNTY OF KENDALL )
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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 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, 625 , 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.
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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.
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IN WITNESS WHEREOF, I hereunto affix my official signature and the seal of the City,
this 3 day of May, 2013 .
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Clerk, United City of Yorkville
Kendall County, Illinois
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(SEAL)
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STATE OF ILLINOIS )
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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
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May, 2013 , there was filed in my office a duly certified copy of Ordinance No . 2013 -23 entitled :
AN ORDINANCE AUTHORIZING AND PROVIDING FOR THE ISSUANCE
OF AN AGGREGATE $ 6, 625 ,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 ,
duly adopted by the City Council of the United City of Yorkville, Kendall County, Illinois, on
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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
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County, this day of May, 2013 .
Cto
County Clerk of Kendall County, Illinois
(SEAL)
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