Ordinance 2003-62 r
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ORDINANCE NUMBER
AN ORDINANCE of the United City of Yorkville, Kendall County,
Illinois, authorizing and providing for an Installment Purchase
Agreement for the purpose of paying the cost of acquiring and
installing sewer improvements within the City (Bruell Street Sewer
Project), and authorizing and providing for the issue of$2,035,000
Debt Certificates, Series 2003A, evidencing the rights to payment
under such Agreement, prescribing the details of the Agreement
and Certificates, and providing for the security for and means of
payment under the Agreement of the Certificates.
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Adopted by the City
Council of said City on the
26th day of August, 2003
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1539817.01.12
2110781 •KK•8/22/03
Law Offices of
CHAPMAN AND CUTLER LLP
' Theodore S.Chapman 111 West Monroe Street, Chicago, Illinois 60603-4080 San Francisco
1943 Telephone(312)845-3000 595 Market Street
y E.Cutler Facsimile (312)701-2361 San Francisco,California 94105
..,,9-1959 chapman.com (415)541-0500
Salt Lake City
50 South Main Street
September 24, 2003 Salt Lake City,Utah 84144
(801)533-0066
We hereby certify that we have examined certified copy of the proceedings (the
' Proceedings") of the City Council of the United City of Yorkville, Kendall County, Illinois
(the "City"), passed preliminary to the issue by the City of its fully registered Debt Certificates,
Series 2003A (the "Certificates"), to the amount of $2,035,000, dated September 1, 2003, due
serially on February 1 of the years and in the amounts and bearing interest as follows:
2005 $80,000 1.60%
2006 80,000 2.05%
2007 80,000 2.50%
2008 80,000 2.90%
2009 85,000 3.25%
2010 85,000 3.60%
2011 90,000 3.90%
2012 95,000 4.10%
2013 100,000 4.20%
2014 100,000 4.40%
2015 105,000 4.55%
2016 110,000 4.65%
' 2017 115,000 4.75%
2018 120,000 5.05%
2019 130,000 5.05%
' 2020 135,000 5.05%
2021 140,000 5.10%
2022 150,000 5.10%
2023 155,000 5.20%
the Certificates due on or after February 1, 2014, being subject to redemption prior to maturity at
the option of the City as a whole or in part in any order of their maturity as determined by the
City (less than all of the Certificates of a single maturity to be selected by the Certificate
Registrar), on February 1, 2013, or on any interest payment date thereafter, at the redemption
' price of par plus accrued interest to the redemption date, as provided in the Proceedings, and we
are of the opinion that the Proceedings show lawful authority for said issue under the laws of the
State of Illinois now in force.
' We further certify that we have examined the form of certificate prescribed for said issue
and find the same in due form of law, and in our opinion said issue, to the amount named, is
1539806.01.05
2110781/KK/915/03
a' Law Offices of
CHAPMAN AND CUTLER LLP
valid and legally binding upon the City, and the Certificates are payable from any funds of the
City legally available and annually appropriated for such purpose, except that the rights of the
' owners of the Certificates and the enforceability of the Certificates may be limited by
bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting creditors'
rights and by equitable principles, whether considered at law or in equity, including the exercise
of judicial discretion. There is no statutory authority for the levy of a separate tax in addition to
other City taxes or the levy of a special tax unlimited as to rate or amount to pay the principal
and interest due on the Certificates. We express no opinion as to (a) the ability or the likelihood
of the City to make such payments when due or (b) the validity or feasibility of any future
financings that the City may undertake in order to provide funds to make such payments.
It is our opinion that, subject to the City's compliance with certain covenants, under
present law, interest on the Certificates is not includible in gross income of the owners thereof
for federal income tax purposes and is not included as an item of tax preference in computing the
alternative minimum tax for individuals and corporations under the Internal Revenue Code of
1986, as amended (the "Code"), but is taken into account in computing an adjustment used in
determining the federal alternative minimum tax for certain corporations and in computing the
1 "branch profits tax" imposed on certain foreign corporations. Failure to comply with certain of
such City covenants could cause interest on the Certificates to be included in gross income for
federal income tax purposes retroactively to the date of issuance of the Certificates. Ownership
of the Certificates may result in other federal tax consequences to certain taxpayers, and we
express no opinion regarding any such collateral consequences arising with respect to the
Certificates.
We express no opinion herein as to the accuracy, adequacy or completeness of any
information furnished to any person in connection with any offer or sale of the Certificates.
In rendering this opinion, we have relied upon certifications of the City with respect to
certain material facts solely within the City's knowledge. Our opinion represents our legal
judgment based upon our review of the law and the facts that we deem relevant to render such
opinion and is not a guarantee of a result. This opinion is given as of the date hereof and we
' assume no obligation to revise or supplement this opinion to reflect any facts or circumstances
that may hereafter come to our attention or any changes in law that may hereafter occur.
' KKost:kd
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1 Law Offices of
CHAPMAN AND CUTLER LLP
r Theodore S.Chapman 111 West Monroe Street, Chicago, Illinois 60603-4080 San Francisco
1943 Telephone(312)845-3000 595 Market Street
:y E.Cutler Facsimile (312)701-2361 San Francisco,California 94105
9-1959 chapman.com (415)541-0500
September 24, 2003 Salt Lake city
50 South Main Street
Salt Lake City,Utah 84144
(801)533-0066
Illinois Rural Bond Bank
Springfield, Illinois
A.G. Edwards & Sons,Inc.
St. Louis, Missouri
Ladies and Gentlemen:
We have acted as Bond Counsel in connection with the delivery on the date hereof of
$2,035,000 Debt Certificates, Series 2003A (the "Certificates") of the United City of Yorkville,
Kendall County, Illinois (the "City"), and have delivered our approving opinion as Bond
Counsel of even date herewith in connection therewith. In addition to the opinion expressed
therein, for which we make reference to such approving opinion, we are also of the opinion as
follows:
1. The City has the power and authority (i) to enter into the Local Governmental
Securities Purchase Agreement (the "Purchase Agreement") dated August 26, 2003,between the
City and the Illinois Rural Bond Bank(the "Bond Bank"), (ii) to adopt an ordinance entitled:
L "ORDINANCE PLEDGING CERTAIN REVENUES TO OR ON BEHALF OF
THE ILLINOIS RURAL BOND BANK TO PAY CERTAIN LOCAL
GOVERNMENTAL SECURITIES"
(the "Intercept Proceedings") and (iii) to pledge the funds pledged to the payment of the
Certificates under the Intercept Proceedings.
2. The Purchase Agreement has been duly authorized, executed and delivered by the
City, and constitutes the legal, valid and binding obligation of the City enforceable in accordance
with its terms, except that the rights of the owners of the Certificates and the enforceability of the
Certificates may be limited by bankruptcy, insolvency, moratorium, reorganization and other
similar laws affecting creditors' rights and by equitable principles, whether considered at law or
in equity, including the exercise of judicial discretion.
' 3. The Intercept Proceedings have been duly adopted by the governing body of the
City, are in full force and effect, and constitute the legal, valid and binding obligations of the
City enforceable in accordance with their terms, except that the rights of the owners of the
Certificates and the enforceability of the Certificates may be limited by bankruptcy, insolvency,
moratorium, reorganization and other similar laws affecting creditors' rights and by equitable
principles, whether considered at law or in equity, including the exercise of judicial discretion.
1539805.01.04
2110781/KK/9/2/03
Law Offices of
CHAPMAN AND CUTLER LLP
The City has taken all steps necessary to perfect the interest in the funds pledged to the Bond
Bank under the Intercept Proceedings.
4. The offer, sale and delivery of the Certificates do not require registration of the
Certificates under the Securities Act of 1933, as amended.
Very truly yours,
LL�
KKost:kd
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TABLE OF CONTENTS
SECTION HEADING PAGE
Preambles.......................................................................................................................... 1
Section1. Definitions...............................................................................................4
Section 2. Incorporation of Preambles......................................................................7
Section 3. Determination to Authorize and Enter into Agreement and to
IssueCertificates................................................................................7
Section 4. Agreement is a General Obligation; Annual Appropriation......................7
Section 5. Execution and Filing of the Agreement....................................................7
Section 6. Certificate Details. ...................................................................................9
Section 7. Execution; Authentication...................................................................... 11
Section 8. Registration of Certificates; Persons Treated as Owners......................... 11
Section 9. Optional Redemption............................................................................. 13
Section 10. Redemption Procedure........................................................................... 13
Section 11. Form of Certificate................................................................................. 16
Section 12. Sale of Certificates................................................................................. 22
Section 13. Creation of Funds and Appropriations.................................................... 23
Section 14. Non-Arbitrage and Tax-Exemption........................................................25
Section 15. Pertaining to the Certificate Registrar.....................................................42
Section16. Defeasance.............................................................................................44
Section 17. Continuing Disclosure Undertaking .......................................................45
Section 18. Publication of Ordinance........................................................................45
Section 19. Superseder and Effective Date. ..............................................................46
[This table of contents is for the convenience of the reader and is not a part of this Ordinance.]
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ORDINANCE NUMBER dpi'bO
AN ORDINANCE of the United City of Yorkville, Kendall County,
Illinois, authorizing and providing for an Installment Purchase
Agreement for the purpose of paying a part of the cost of acquiring
and installing sewer improvements within the City (Bruell Street
Sewer Project), and authorizing and providing for the issue of
$2,035,000 Debt Certificates, Series 2003A, evidencing the rights
to payment under such Agreement, prescribing the details of the
Agreement and Certificates, and providing for the security for and
means of payment under the Agreement of the Certificates.
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PREAMBLES
WHEREAS
A. The United City of Yorkville, Kendall County, Illinois (the "City"), is a
municipality and unit of local government of the State of Illinois (the "State") operating, inter
alia, under and pursuant to the following laws:
1. the Illinois Municipal Code (the "Municipal Code");
2. the Local Government Debt Reform Act of the State of Illinois (the "Debt
Reform Act"), and in particular, the provisions of Section 17 of the Debt Reform Act (the
"Installment Purchase Provisions of the Debt Reform Act"); and
3. all other Omnibus Bond Acts of the State;
in each case, as supplemented and amended(collectively, "Applicable Law").
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B. The City Council (the "Corporate Authorities") has considered the needs of the
City and, in so doing, the Corporate Authorities have deemed and do now deem it advisable,
necessary, and for the best interests of the City in order to promote and protect the public health,
welfare, safety, and convenience of the residents of the City to acquire and install a project
described as follows: the Bruell Street pump station project consists of the construction of a
pump station (sanitary) complete with generator, including, in connection with said work,
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acquisition of all land or rights in land, mechanical, electrical, and other services necessary,
useful, or advisable thereto (the "Project").
C. The Corporate Authorities have determined the total cost of the Project and
expenses incidental thereto, including financial and legal services related to the Project and to the
Agreement hereinafter provided for in this Ordinance (collectively "Related Expenses") to be
not less than $2,035,000 plus estimated investment earnings which may be received on said sum
prior to disbursement.
D. Sufficient funds of the City are not available to pay the costs of the Project and
Related Expenses, and it will, therefore, be necessary to borrow money in the amount of
$2,035,000 for the purpose of paying such costs.
E. Pursuant to the Installment Purchase Provisions of the Debt Reform Act, as
amended by Public Act 91-868 of the 91st General Assembly of the State of Illinois, the City has
the powers as follows:
The governing body of each governmental unit may purchase or
lease either real or personal property, including investments, in-
vestment agreements, or investment services, through agreements
that provide that the consideration for the purchase or lease may be
paid through installments made at stated intervals for a period of
no more than 20 years or another period of time authorized by law..
whichever is greater; provided, however, that investments.,
investments agreements or investment services purchased in,
connection with a bond issue may be paid through installments
made at stated intervals for a period of time not in excess of the
maximum term of such bond issue. Each governmental unit may
issue certificates evidencing the indebtedness incurred under the
lease or agreement. The governing body may provide for the
treasurer, comptroller, finance officer, or other officer of the
governing body charged with financial administration to act as
counter-party to any such lease or agreement, as nominee lessor or
seller. When the lease or agreement is executed by the officer of
the governmental unit authorized by the governing body to bind
the governmental unit thereon by the execution thereof and is filed
with and executed by the nominee lessor or seller, the lease or
agreement shall be sufficiently executed so as to permit the
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governmental unit to issue certificates evidencing the indebtedness
incurred under the lease or agreement. The certificates shall be
valid whether or not an appropriation with respect thereto is
included in any annual or supplemental budget adopted by the
governmental unit. From time to time, as the governing body
executes contracts for the purpose of acquiring and constructing
the services or real or personal property that is a part of the subject
of the lease or agreement, including financial, legal, architectural,
and engineering services related to the lease or agreement, the
governing body shall order the contracts filed with its nominee
officer, and that officer shall identify the contracts to the lease or
agreement; that identification shall permit the payment of the
contract from the proceeds of the certificates; and the nominee
officer shall duly apply or cause to be applied proceeds of the
icertificates to the payment of the contracts. The governing body of
each governmental unit may sell, lease, convey, and reacquire
either real or personal property, or any interest in real or personal
property, upon any terms and conditions and in any manner, as the
governing body shall determine, if the governmental unit will
lease, acquire by purchase agreement, or otherwise reacquire the
property, as authorized by this subsection or any other applicable
law.
All indebtedness incurred under this subsection, when
aggregated with the existing indebtedness of the governmental
unit, may not exceed the debt limits provided by applicable law.
F. The Corporate Authorities find that it is desirable and in the best interests of the
' City to avail of the provisions of the Installment Purchase Provisions of the Debt:Reform Act, as
quoted, as follows:
1. To authorize an Installment Purchase Agreement (the "Agreement") more
particularly as described and provided below in the text of this Ordinance;
2. To name as counter-party to the Agreement the City Treasurer (the
"Treasurer"), as nominee-seller;
3. To authorize the Mayor of the City (the "Mayor") and the City Clerk (the
"Clerk") to execute and attest, respectively, the Agreement on behalf of the City and to
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file same with the Clerk in his or her capacity as keeper of the records and files of the
City; and
4. To issue certificates evidencing the indebtedness incurred under the
Agreement in the amount of $2,035,000, in form and having such details as set forth
below in the text of this Ordinance.
Now, THEREFORE, Be It Ordained by the City Council of the United City of Yorkville,
Kendall County, Illinois, as follows:
Section 1. Definitions. Words and terms used in this Ordinance shall have the
meanings given them unless the context or use clearly indicates another or different meaning is
intended. Words and terms defined in the singular may be used in the plural and vice-versa.
Reference to any gender shall be deemed to include the other and also inanimate persons such as
corporations, where applicable.
A. The following words and terms are as defined in the preambles hereto.
Applicable Law
City
Clerk
Corporate Authorities
Debt Reform Act
Installment Purchase Provisions of the Debt Reform Act
I Mayor
Municipal Code
Project
1 Related Expenses
State
Treasurer
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B. The following words and terms are defined as set forth.
"Agreement" means the Installment Purchase Agreement, as referred to in the
preambles of this Ordinance, for the purpose of purchasing and financing the Project and
Related Expenses.
"Certificates" means the $2,035,000 Debt Certificates, Series 2003A, authorized
to be issued by this Ordinance.
"Certificate Order" means the Certificate Order as authorized to tie executed by
the Designated Officers of the City as set forth in Section 12 of this Ordinance and by
which the final terms of the Certificates will be established.
"Certificate Fund" means the fund established and defined in Section 13 of this
Ordinance.
"Certificate Moneys" means moneys on deposit in the Certificate Fund.
"Certificate Register" means the books of the City kept by the Certificate
Registrar to evidence the registration and transfer of the Certificates.
"Certificate Registrar" means U.S. Bank National Association, St. Louis,
Missouri, in its capacity as certificate registrar hereunder, or a successor thereto or a
successor designated as Certificate Registrar hereunder.
"Code" means the Internal Revenue Code of 1986, as amended.
"County Clerk" means the County Clerk of The County of Kendall, Illinois.
"Designated Officers" means the Mayor, City Clerk and City Treasurer.
"Ordinance" means this Ordinance, numbered as set forth on the title page
hereof, and passed by the Corporate Authorities on the 26th day of August., 2003.
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"Paying Agent" mean U.S. Bank National Association, St. Louis, Missouri, in its
capacity as paying agent, or a successor thereto or a successor designated as Paying
Agent hereunder.
"Project Fund" means the Project Fund established and defined in Section 13 of
this Ordinance.
"Purchase Contract" is defined in Section 12.
S "Purchase Price" means the price to be paid by the Purchaser pursuant to the
Purchase Contract for the Certificates, as set forth in the Certificate Order,to-wit, not less
than 98% of the par amount of the Certificates.
"Purchaser" means the purchaser of the Certificates, namely, the Illinois Rural
Bond Bank.
"Rebate Fund" means the Rebate Fund authorized to be established and as
defined in Section 14 of this Ordinance.
"Record Date" means the 15th day of the month preceding any regular or other
interest payment date occurring on the first day of any month and 15 days preceding any
interest payment date occasioned by the redemption of Certificates on other than the first
day of a month.
"Tax-exempt" means, with respect to the Certificates, the status of interest paid
and received thereon as not includible in the gross income of the owners thereof under
the Code for federal income tax purposes except to the extent that such interest is taken
into account in computing an adjustment used in determining the alternative minimum
tax for certain corporations.
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C. Definitions also appear in the preambles hereto or in specific sections, as appear
below. The headings in this Ordinance are for the convenience of the reader and are not a part of
this Ordinance.
Section 2. Incorporation of Preambles. The Corporate Authorities hereby find that the
recitals contained in the preambles to this Ordinance are true, correct, and complete and do
incorporate them into this Ordinance by this reference.
Section 3. Determination to Authorize and Enter into Agreement and to Issue
Certificates. It is necessary and advisable for the public health, safety, welfare, and convenience
of residents of the City to pay the costs of acquisition of the Project, including all Related
Expenses and to borrow money and, in evidence thereof and for the purpose of financing same,
enter into the Agreement and, further, to provide for the issuance and delivery of the Certificates
evidencing the indebtedness incurred under the Agreement.
Section 4. Agreement is a General Obligation; Annual Appropriation. The City
hereby represents, warrants, and agrees that the obligation to make the payments due under the
Agreement shall be a lawful direct general obligation of the City payable from the corporate
funds of the City and such other sources of payment as are otherwise lawfully available. The
City represents and warrants that the total amount due the Seller under the Agreement, together
with all other indebtedness of the City, is within all statutory and constitutional debt limitations.
The City agrees to appropriate funds of the City annually and in a timely manner so as to provide
for the making of all payments when due under the terms of the Agreement.
Section S. Execution and Filing of the Agreement. From and after the effective date of
this Ordinance, the Mayor and Clerk be and they are hereby authorized and directed to execute
' and attest, respectively, the Agreement, in substantially the form thereof set forth below in the
text of this Ordinance, and to do all things necessary and essential to effectuate the provisions of
the Agreement, including the execution of any documents and certificates incidental thereto or
necessary to carry out the provisions thereof. Further, as nominee-seller, the Treasurer is hereby
authorized and directed to execute the Agreement. Upon full execution, the original of the
Agreement shall be filed with the Clerk and retained in the City records and constitute authority
for issuance of the Certificates. Subject to such discretion of the officers signatory to the
document as described in the foregoing text, the Installment Purchase Agreement shall be in
substantially the form as follows:
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INSTALLMENT PURCHASE AGREEMENT for the purchase of real or
personal property, or both, for the purpose of sewer improvements
within the City, dated the 1st day of September, 2003, in and for
the United City of Yorkville,Kendall County,Illinois.
THIS INSTALLMENT PURCHASE AGREEMENT (this "Agreement") made as of the 1st day of
September, 2003 by and between the Treasurer of the City, as Nominee-Seller (the "Seller"),
and the United City of Yorkville, Kendall, Illinois, a municipality and unit of local government
of the State of Illinois (the "City"):
WITNESSETH
A. The City Council (the "Corporate Authorities") of the City has determined to
acquire real or personal property, or both, for sewer improvements within the City (the
"Project"), all as previously approved by the Corporate Authorities and on file with the City
Clerk(the "Clerk").
B. Pursuant to the provisions of the Illinois Municipal Code (the "Municipal Code");
the Local Government Debt Reform Act of the State of Illinois (the "Debt Reform Act"), and, in
particular, the provisions of Section 17 of the Debt Reform Act (the "Installment Purchase
' Provisions of the Debt Reform Act"); and all other Omnibus Bond Acts of the State of Illinois; in
each case, as supplemented and amended (collectively "Applicable Law"); the City has the
power to purchase real or personal property through agreements that provide that the
consideration for the purchase may be paid through installments made at stated intervals for a
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period of no more than 20 years and has the power to issue certificates evidencing indebtedness
incurred under such agreements.
C. On the 26th day of August, 2003, the Corporate Authorities, pursuant to Applicable
Law and the need to provide for the Project, adopted an ordinance (the "Ordinance"), numbered
authorizing the borrowing of money for the Project, the execution and delivery of
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this Agreement to finance same, and the issuance of certificates evidencing the indebtedness so
' incurred.
D. The Ordinance is
(a) incorporated herein by reference; and
(b) made a part hereof as if set out at this place in full;
and each of the terms as defined in the Ordinance is also incorporated by reference for use in this
Agreement.
E. The Seller, as nominee as expressly permitted by the Installment Purchase
Provisions of the Debt Reform Act, has agreed to acquire the Project on the terms as hereinafter
provided.
Now, THEREFORE, in consideration of the mutual covenants and agreements hereinafter
contained and other valuable consideration, it is mutually agreed between the Seller and the City
as follows:
1. MAKE AND ACQUIRE PROJECT
The Seller agrees to make, construct and acquire the Project upon real estate owned or to
' be owned by or upon which valid easements have been obtained in favor of the City.
2. CONVEYANCE
The Seller agrees to convey each part of the Project to the City and to perform all
' necessary work and convey all necessary equipment; and the City agrees to purchase the Project
from the Seller and pay for the Project the purchase price of not to exceed $2,035,000; plus the
amount of investment earnings which are earned on the amount deposited with the Treasurer
from the sale of the Certificates and in no event shall the total aggregate principal purchase price
to be paid pursuant to this Agreement exceed the sum of $2,035,000, plus the amount of
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investment earnings which are earned on the amount deposited with the Treasurer from the sale
of the Certificates.
3. PAYMENTS
The payment of the entire sum of$2,035,000 of said purchase price shall:
(a) be payable in installments due on the dates and in the amounts;
(b) bear interest at the rates percent per annum which interest shall also be
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payable on the dates and in the amounts;
' (c) be payable at the place or places of payment, in the medium of payment, and
upon such other terms;
all as provided for payment of the Certificates in the Ordinance.
4. ASSIGNMENT
Rights to payment of the Seller as provided in this Agreement are assigned as a matter of
law, under the Installment Purchase Provisions of the Debt Reform Act, to the owners of the
Certificates. This Agreement and any right, title, or interest herein, shall not be further
assignable. The Certificates, evidencing the indebtedness incurred hereby, are assignable
(registrable) as provided in the Ordinance.
5. TAX COVENANTS
The covenants relating to the Tax-exempt status of the Certificates, as set forth in the
Ordinance, insofar as may be applicable, apply to the work to be performed and the payments
made under this Agreement.
6. TITLE.
(a) Vesting of Title. Title in and to any part of the Project, upon delivery or as made,
during all stages of the making or acquisition thereof, shall and does vest immediately in the
' City.
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(b) Damage, Destruction, and Condemnation. If, during the term of this Agreement,
' (i) all or any part of the Project shall be destroyed, in whole or in part, or damaged by fire or
other casualty or event; or(ii) title to, or the temporary or permanent use of, all or any part of the
'
Project shall be taken under the exercise of the power of eminent domain by any governmental
' body or by any person, firm, or corporation acting under governmental authority; or (iii) a
material defect in construction of all or any part of the Project shall become apparent; or(iv) title
to or the use of all or any part of the Project shall be lost by reason of a defect in title; then the
City shall continue to make payments as promised herein and in the Certificates and to take such
' action as it shall deem necessary or appropriate to repair and replace the Project.
7. LAWFUL CORPORATE OBLIGATION
The City hereby represents, warrants and agrees that the obligation to make;the payments
due hereunder shall be a lawful direct general obligation of the City payable from the corporate
funds of the City and such other sources of payment as are otherwise lawfully available. The
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City rep resents and warrants that the total amount due the Seller hereunder, together with all
' other indebtedness of the City, is within all statutory and constitutional debt limitations. The
City agrees to appropriate funds of the City annually and in a timely manner so as, to provide for
ithe making of all payments when due under the terms of this Agreement.
S. GENERAL COVENANT AND RECITAL
It is hereby certified and recited by the Seller and the City, respectively, that as to each,
' respectively, for itself, all conditions, acts, and things required by law to exist or to be done
precedent to and in the execution of this Agreement did exist, have happened, been done and
performed in regular and due form and time as required by law.
9. NO SEPARATE TAX
THE SELLER AND THE CITY RECOGNIZE THAT THERE IS NO STATUTORY AUTHORITY
' FOR THE LEVY OF A SEPARATE TAX IN ADDITION TO OTHER TAXES OF THE CITY OR THE LEVY
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OF A SPECIAL TAX UNLIMITED AS TO RATE OR AMOUNT TO PAY ANY OF THE AMOUNTS DUE
' HEREUNDER.
' 10. DEFAULT
In the event of a default in payment hereunder by the City, the ;feller or any
' Certificateholder may pursue any available remedy by suit at law or equity to enforce the
payment of all amounts due or to become due under this Agreement, including, without
limitation, an action for specific performance.
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IN WITNESS WHEREOF, the Seller has caused this Installment Purchase Agreement to be
executed and attested, and his or her signature to be attested by the Clerk, and the City has
caused this Installment Purchase Agreement to be executed by its Mayor, and also attested by the
Clerk, and the official seal of the City to be hereunto affixed, all as of the day and year first
above written.
SELLER: Signature:
[Here type name]:
as Nominee-Seller and the Treasurer
ATTEST:
ity Cler
[SEAL]
UNITED CITY OF YORKVILLE, KENDALL
COUNTY, ILLINOIS
' Mayor
ATTEST:
ity Cle
[SEAL]
' I-6
' STATE OF ILLINOIS )
) SS
COUNTY OF KENDALL )
CERTIFICATE OF INSTALLMENT PURCHASE AGREEMENT FILING
I, the undersigned, do hereby certify that I am the duly qualified and acting City Clerk of
the United City of Yorkville, Kendall County, Illinois (the "City"), and as such officer I do
hereby certify that on the Q)q, day o , 2003 there was filed in my office a
properly certified copy of that certain document, executed by the Mayor of the City, attested by
me in my capacity as City Clerk, and further executed, as Nominee-Seller, by the City Treasurer
of the City, also attested by me, dated the 1st day of September 2003, and entitled
"INSTALLMENT PURCHASE AGREEMENT for the purchase of real or personal property, or both, for
the purpose of sewer improvements within the City,dated the 1 st day of September, 2003, in and
for the United City of Yorkville, Kendall County, Illinois"; and supporting the issuance of
certain Debt Certificates, Series 2003A, of the City; that attached hereto is a true and complete
copy of said Agreement as so filed; and that the same has been deposited in the official files and
records of my office.
' IN WITNESS WHEREOF, I have hereunto affixed my official signature and the seal of the
United City of Yorkville, Kendall County, Illinois, at the United City of Yorkville, Illinois, this
day o , 2003.
City rk
[SEAL]
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Section 6. Certificate Details. For the purpose of providing for the Project and
Related Expenses,there shall be issued and sold the Certificates in the principal amount of not to
exceed $2,035,000. The Certificates shall each be designated "Debt Certificate, Series 2003A";
be dated the date set forth in the Certificate Order (not later than February 1, 2004) (the "Dated
' Date"); and shall also bear the date of authentication thereof. The Certificates shall be in fully
registered form, shall be in denominations of $5,000 each and authorized integral multiples
thereof(but no single Certificate shall represent installments of principal maturing on more than
one date), and shall be numbered consecutively in such fashion as shall be determined by the
Certificate Registrar. The Certificates shall bear interest at the rate or rates percent as shall be
provided in the Certificate Order,provided, however, that no Certificate shall bear interest at a
rate percent per annum in excess of eight and seventy-five one hundredths percent (8.75%), and
shall become due and payable serially (subject to the right of prior redemption as hereinafter
described) on February 1 of each of the years and in the amounts as follows (or in such amounts
within a$50,000 range per maturity as shall be set forth in the Certificate Order):
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' YEAR OF PRINCIPAL
MATURITY AMOUNT ($)
2004 30,000
2005 80,000
2006 80,000
2007 80,000
2008 80,000
2009 85,000
2010 85,000
' 2011 90,000
2012 95,000
2013 95,000
2014 100,000
2015 105,000
2016 110,000
2017 115,000
2018 120,000
2019 125,000
2020 130,000
2021 135,000
2022 145,000
2023 150,000
Each Certificate shall bear interest from the later of its Dated Date or from the most recent
interest payment date to which interest has been paid or duly provided for, until the principal
' amount of such Certificate is paid or duly provided for, such interest(computed upon the basis of
a 360-day year of twelve 30-day months) being payable on the date set forth in the Certificate
Order (not later than August 1, 2004), and semiannually thereafter on February 1 and August 1
of each year. Interest on each Certificate shall be paid by check or draft of the Certificate
' Registrar,payable upon presentation thereof in lawful money of the United States of America, to
' the person in whose name such Certificate is registered at the close of business on the applicable
Record Date, and mailed to the registered owner of the Certificate at the address as shown in the
' Certificate Register or at such other address furnished in writing by such registered owner. The
principal of the Certificates shall be payable in lawful money of the United States of America
upo n presentation thereof at the office maintained for such purpose of the Certificate Registrar as
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currently maintained, as may be relocated from time to time, or at successor Certificate Registrar
' and locality.
The City covenants with the Purchaser that the City shall deposit the principal and
interest payments, along with any redemption premium, with the Paying Agent in immediately
available funds at the principal corporate trust office of the Paying Agent five (5) days prior to
' each respective interest and/or principal payment date.
Section 7. Execution, Authentication. The Certificates shall be signed by the manual
or duly authorized facsimile signature of the Mayor on behalf of the City and the City Clerk, and
shall have impressed or imprinted thereon the corporate seal or facsimile thereof of the City. In
case any such officer whose signature shall appear on any Certificate shall cease to be such
officer before the delivery of such Certificate, such signature shall nevertheless be valid and
sufficient for all purposes, the same as if such officer had remained in office until delivery. All
Certificates shall have thereon a certificate of authentication, substantially in the form hereinafter
set forth, duly executed by the Certificate Registrar as authenticating agent of the City and
showing the date of authentication. No Certificate shall be valid or obligatory for any purpose or
' be entitled to any security or benefit under this Ordinance unless and until such certificate of
authentication shall have been duly executed by the Certificate Registrar by manual signature,
' and such certificate of authentication upon any such Certificate shall be conclusive evidence that
such Certificate has been authenticated and delivered under this Ordinance. The certificate of
authentication on any Certificate shall be deemed to have been executed by it if signed by an
' authorized officer of the Certificate Registrar, but it shall not be necessary that the same officer
sign the certificate of authentication on all of the Certificates issued hereunder.
Section 8. Registration of Certificates; Persons Treated as Owners. The City shall
cause books (the "Certificate Register" as herein defined) for the registration and for the transfer
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of the Certificates as provided in this Ordinance to be kept at the office maintained for such
' purpose by the Certificate Registrar, which is hereby constituted and appointed the registrar of
' the City for the Certificates. The City is authorized to prepare, and the Certificate Registrar or
such other agent as the City may designate shall keep custody of, multiple Certificate blanks
executed by the City for use in the transfer and exchange of Certificates. Subject to the
provisions of this Ordinance relating to the Certificates in Book Entry Form, any Certificate may
tbe transferred or exchanged,but only in the manner, subject to the limitations, and upon payment
of the charges as set forth in this Ordinance. Upon surrender for transfer or exchange of any
Certificate at the office of the Certificate Registrar maintained for the purpose, duly endorsed by
' or accompanied by a written instrument or instruments of transfer or exchange in form
satisfactory to the Certificate Registrar and duly executed by the registered owner or an attorney
for such owner duly authorized in writing, the City shall execute and the Certificate Registrar
shall authenticate, date, and deliver in the name of the transferee or transferees or, in the case of
an exchange, the registered owner, a new fully registered Certificate or Certificates of like tenor,
of the same maturity, bearing the same interest rate, of authorized denominations, for a like
' aggregate principal amount. The Certificate Registrar shall not be required to transfer or
exchange any Certificate during the period from the close of business on the Record Date for an
' interest payment to the opening of business on such interest payment date. The execution by the
City of any fully registered Certificate shall constitute full and due authorization of such
' Certificate; and the Certificate Registrar shall thereby be authorized to authenticate, date and
' deliver such Certificate;provided, however, the principal amount of Certificates of each maturity
authenticated by the Certificate Registrar shall not at any one time exceed the authorized
tprincipal amount of Certificates for such maturity less the amount of such Certificates which
have been paid. The person in whose name any Certificate shall be registered shall be deemed
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and regarded as the absolute owner thereof for all purposes, and payment of the principal of or
interest on any Certificate shall be made only to or upon the order of the registered owner thereof
or his or her legal representative. All such payments shall be valid and effectual to satisfy and
discharge the liability upon such Certificate to the extent of the sum or sums so paid. No service
charge shall be made to any registered owner of Certificates for any transfer or exchange of
Certificates, but the City or the Certificate Registrar may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.
Section 9. Optional Redemption. Those of the Certificates due on or after such date as
may be specified in the Certificate Order shall be subject to redemption prior to maturity at the
' option of the City, from any available funds, on such dates as shall be so specified, and if in part,
in the order of maturity as set forth in the Certificate Order, and if less than an entire maturity, in
integral multiples of$5,000, selected by lot by the Certificate Registrar as hereinafter provided,
at the redemption price of par plus accrued interest to the date fixed for redemption, all as shall
be specified in the Certificate Order.
' Section 10. Redemption Procedure. The City shall, at least 50 days prior to the
redemption date (unless a shorter time period shall be satisfactory to the Certificate Registrar),
notify the Certificate Registrar of such redemption date and of the maturities and principal
amounts of Certificates to be redeemed. For purposes of any redemption of less than all of the
Certificates of a single maturity, the particular Certificates or portions of Certificates to be
redeemed shall be selected by lot not more than 60 days prior to the redemption date by the
Certificate Registrar for the Certificates of such maturity by such method of lottery as the
Certificate Registrar shall deem fair and appropriate;provided, that such lottery shall provide for
' the selection for redemption of Certificates or portions thereof so that any $5,000 Certificate or
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$5,000 portion of a Certificate shall be as likely to be called for redemption as any other such
$5,000 Certificate or$5,000 portion.
The Certificate Registrar shall promptly notify the City and the Paying Agent in writing
of the Certificates or portions of Certificates selected for redemption and, in the case of any
' Certificate selected for partial redemption, the principal amount thereof to be redeemed.
Unless waived by the registered owner of Certificates to be redeemed, official notice of
any such redemption shall be given by the Certificate Registrar on behalf of the City by mailing
the redemption notice by registered or certified mail not less than 45 days and not more than
60 days prior to the date fixed for redemption to each registered owner of the Certificate or
Certificates to be redeemed at the address shown on the Certificate Register or at such other
' address as is furnished in writing by such registered owner to the Certificate Registrar.
All official notices of redemption shall include at least the information as follows:
(a) the redemption date;
' (b) the redemption price;
(c) if less than all of the outstanding Certificates of a particular maturity are to
be redeemed, the identification (and, in the case of partial redemption of Certificates
within such maturity, the respective principal amounts) of the Certificates to be
' redeemed;
(d) a statement that on the redemption date the redemption price will become
due and payable upon each such Certificate or portion thereof called for redemption and
' that interest thereon shall cease to accrue from and after said date; and
(e) the place where such Certificates are to be surrendered for payment of the
' redemption price, which place of payment shall be the rind al p p corporate trust office of
the Paying Agent.
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' Prior to any redemption date, the City shall deposit with the Paying Agent an amount of
money sufficient to pay the redemption price of all the Certificates or portions of Certificates
' which are to be redeemed on that date.
Official notice of redemption having been given as aforesaid, the Certificates or portions
of Certificates 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 Certificates or portions of Certificates shall cease to
' bear interest. Neither the failure to mail such redemption notice, nor any defect in any notice so
mailed, to any particular registered owner of a Certificate, shall affect the sufficiency of such
notice with respect to other registered owners. Notice having been properly g iven failure of a
' registered owner of a Certificate 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 Certificate entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such notice. Waivers of
notice by registered owners shall be filed with the Certificate 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 Certificates for redemption in accordance with said notice, such
Certificates shall be paid by the Paying Agent at the redemption price. The procedure for the
payment of interest due as part of the redemption price shall be as herein provided for payment
of interest otherwise due. Upon surrender for any partial redemption of any Certificate, there
shall be prepared for the registered owner a new Certificate or Certificates of like tenor, of
authorized denominations, of the same maturity, and bearing the same rate of interest in the
amount of the unpaid principal.
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If any Certificate or portion of a Certificate called for redemption shall not be so paid
' upon surrender thereof for redemption, the principal shall, until paid or duly provided for, bear
' interest from the redemption date at the rate borne by the Certificate or portion of Certificate so
called for redemption. All Certificates which have been redeemed shall be cancelled and
destroyed by the Certificate Registrar and shall not be reissued.
' Section 11. Form of Certificate. The Certificates shall be in substantially the form
hereinafter set forth;provided, however, that if the text of the Certificates is to be printed in its
' entirety on the front side of the Certificates, then the second paragraph on the front side and the
legend "See Reverse Side for Additional Provisions" shall be omitted and the text of paragraphs
Lset forth for the reverse side shall be inserted immediately after the first paragraph.
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[FORM OF CERTIFICATE-FRONT SIDE]
REGISTERED REGISTERED
No. $
UNITED STATES OF AMERICA
STATE OF ILLINOIS
COUNTY OF KENDALL
UNITED CITY OF YORKVILLE
DEBT CERTIFICATE, SERIES 2003A
See Reverse Side for
Additional Provisions.
Interest Maturity Dated
' Rate: % Date: February 1, 20_ Date: 1200— CUSIP:
Registered Owner:
Principal Amount: Dollars
' KNOW ALL PERSONS BY THESE PRESENTS that the United City of Yorkville, Kendall
County, Illinois, a municipality and political subdivision of the State of Illinois (the "City"),
hereby acknowledges itself to owe and for value received promises to pay from the source and as
hereinafter provided to the Registered Owner identified above, or registered assigns, on the
Maturity Date identified above, the Principal Amount identified above and to pay interest
(computed on the basis of a 360-day year of twelve 30-day months) on such Principal Amount
from the later of the Dated Date of this Certificate identified above or from the most recent
interest payment date to which interest has been paid or duly provided for, at the Interest Rate
per annum identified above, such interest to be payable on February 1 and August 1 of each year,
commencing 1, 2004, until said Principal Amount is paid or duly provided for.
The principal of this Certificate is payable in lawful money of the United States of America upon
' presentation hereof at the office maintained for such purpose of U.S. Bank National Association,
St. Louis, Missouri, as paying agent and registrar (the "Certificate Registrar"). Payment of
interest shall be made to the Registered Owner hereof as shown on the registration books of the
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City maintained by the Certificate Registrar at the close of business on the applicable Record
Date (the "Record Date"). The Record Date shall be the 15th day preceding any regular interest
' payment date and the 15th day preceding any interest payment date occasioned by the
redemption of Certificates on other than an interest payment date. Interest shall be paid by check
or draft of the Certificate Registrar, payable upon presentation in lawful money of the United
1 States of America, mailed to the address of such Registered Owner as it appears on such
registration books or at such other address furnished in writing by such Registered Owner to the
Certificate Registrar.
Reference is hereby made to the further provisions of this Certificate set forth on the
reverse hereof, and such further provisions shall for all purposes have the same effect as if set
forth at this place.
It is hereby certified and recited that all conditions, acts, and things required by the
Constitution and Laws of the State of Illinois to exist or to be done precedent to and in the
issuance of this Certificate, including Applicable Law as defined herein, have existed and have
been properly done, happened, and been performed in regular and due form and time as required
by law; that the obligation to make payments due hereon are a lawful direct general obligation of
the City payable from the corporate funds of the City and such other sources of payment as are
' otherwise lawfully available; that the total amount due under the Agreement, represented by the
Certificates, together with all other indebtedness of the City, is within all statutory and
constitutional debt limitations; and that the City shall appropriate funds annually and in a timely
manner so as to provide for the making of all payments hereon when due. THE OWNER OF THIS
CERTIFICATE ACKNOWLEDGES THAT THERE IS NO STATUTORY AUTHORITY FOR THE LEVY OF A
SEPARATE TAX IN ADDITION TO OTHER TAXES OF THE CITY OR THE LEVY OF A SPECIAL TAX
UNLIMITED AS TO RATE OR AMOUNT TO PAY ANY OF THE AMOUNTS DUE HEREUNDER.
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This Certificate shall not be valid or become obligatory for any purpose until the
certificate of authentication hereon shall have been signed by the Certificate Registrar.
IN WITNESS WHEREOF, the United City of Yorkville, Kendall County, Illinois, by its City
Council, has caused this Certificate to be signed by the manual or duly authorized facsimile
signature of the Mayor on behalf of the City and the City Clerk and its corporate seal or a
facsimile thereof to be impressed or reproduced hereon, all as appearing hereon and as of the
Dated Date identified above.
Mayor,United City of Yorkville
Kendall County, Illinois
ATTEST:
rk, ited City f Yorkville
Kendall County, Illinois
[SEAL]
Date of Authentication: , 20_
CERTIFICATE Certificate Registrar and Paying Agent:
OF U.S. Bank National Association,
AUTHENTICATION St. Louis, Missouri
This Certificate is one of the Certificates
described in the within-mentioned
Ordinance and is one of the Debt
Certificates, Series 2003A, having a Dated
Date of September 1, 2003, of the United
City of Yorkville, Kendall County, Illinois.
U.S. BANK NATIONAL ASSOCIATION,
as Certificate Registrar
By
Authorized Officer
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[FORM OF CERTIFICATE-REVERSE SIDE]
This Certificate is one of a series (the "Certificates") in the aggregate principal amount
of$2,035,000 issued by the City for the purpose of providing funds to pay part of the cost of the
Project and Related Expenses, all as described and defined in the ordinance authorizing the
Certificates (the "Ordinance"), pursuant to and in all respects in compliance with the applicable
provisions of the Illinois Municipal Code, as supplemented and amended, and in particular as
supplemented by the Local Government Debt Reform Act of the State of Illinois, as amended,
and the other Omnibus Bond Acts of the State of Illinois ("Applicable Law"), and with the
Ordinance, which has been duly passed by the City Council of the City on the 26th day of
jAugust, 2003, and approved by the Mayor, in all respects as by law required. The Certificates
issued by the City in connection with the Project have been issued in evidence of the
indebtedness incurred pursuant to a certain Installment Purchase Agreement (the "Agreement"),
dated as of the 1 st day of September, 2003, entered into by and between the City and its City
Treasurer, as Seller-Nominee, to which reference is hereby expressly made for further definitions
and terms and to all the provisions of which the holder by the acceptance of this certificate
assents.
This Certificate is subject to provisions relating to registration, transfer, and exchange;
and such other terms and provisions relating to security and payment as are set forth in the
Ordinance; to which reference is hereby expressly made; and to all the terms of which the
registered owner hereof is hereby notified and shall be subject.
The Certificates due February 1, 2014, and thereafter are subject to redemption prior to
maturity at the option of the City, from any available funds, in whole or in part on any interest
payment date on or after February 1, 2013, and if in part, in inverse order of maturity, and if less
' than an entire maturity, in integral multiples of $5,000, selected by lot by the Certificate
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Registrar as hereinafter provided, at the redemption price of the principal amount being
redeemed plus accrued interest to the date fixed for redemption.
Unless waived by the Registered Owner of Certificates to be redeemed, notice of any
such redemption shall be given by the Certificate Registrar on behalf of the City by mailing the
redemption notice by registered or certified mail not less than 45 days and not more than 60 days
prior to the date fixed for redemption to each Registered Owner of the Certificate or Certificates
to be redeemed at the address shown on the Certificate Register or at such other address as is
furnished in writing by such Registered Owner to the Certificate Registrar. Neither the failure to
mail such redemption notice, nor any defect in any notice so mailed, to any particular Registered
Owner of a Certificate, shall affect the sufficiency of such notice with respect to other Registered
Owners. Notice having been properly given, failure of a Registered Owner of a Certificate 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 Certificate entitled to receive such notice, either before or after the event, and such
waiver shall be the equivalent of such notice. Notice of redemption having been given as
aforesaid, the Certificates or portions of Certificates 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 Certificates or
portions of Certificates shall cease to bear interest. Upon surrender of such Certificates for
redemption in accordance with said notice, such Certificates shall be paid by the Certificate
Registrar at the redemption price. The procedure for the payment of interest due as part of the
redemption price shall be as herein provided for payment of interest otherwise due. Upon
surrender for any partial redemption of any Certificate, there shall be prepared for the Registered
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Owner a new Certificate or Certificates of like tenor, of authorized denominations, of the same
maturity, and bearing the same rate of interest in the amount of the unpaid principal.
The City and the Certificate Registrar may deem and treat the Registered Owner hereof
as the absolute owner hereof for the purpose of receiving payment of or on account of principal
hereof and interest due hereon and for all other purposes, and neither the City nor the Certificate
Registrar shall be affected by any notice to the contrary.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto
[Here insert identifying number such as
TID, SSN,or other]
(Name and Address of Assignee)
the within Certificate and does hereby irrevocably constitute and appoint
as attorney to transfer the said Certificate on the books kept for registration thereof with full
power of substitution in the premises.
Dated:
Signature guaranteed:
NOTICE: The signature to this assignment must correspond with the name of the Registered
Owner as it appears upon the face of the within Certificate in every particular,
without alteration or enlargement or any change whatever.
Section 12. Sale of Certificates. The Certificates hereby authorized shall be sold and
executed as in this Ordinance provided as soon after the passage hereof as may be, and thereupon
be deposited with the City Treasurer, and be by said Treasurer delivered to the Purchaser upon
receipt of the Purchase Price plus accrued interest to date of delivery. The Local Government
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Securities Purchase Agreement for the sale of the Certificates, substantially in such form
attached hereto as Exxtsrr A (the "Purchase Contract"), is hereby approved and confirmed, it
being hereby found and determined that the Purchase Contract is in the best interests of the City
and that no erson holding an office of the City either by election or appointment, is in any
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manner financially interested directly in his or her own name or indirectly in the name of any
other person, association, trust or corporation, in said contract for the purchase of the
Certificates. The Designated Officers are hereby authorized(i) to execute the Purchase Contract,
with such revisions and insertions as they shall deem necessary, and(ii)to execute the Certificate
Order, their execution thereof to constitute ratification and approval thereof by the Corporate
Authorities with no further official action whatsoever. The Certificate Order shall be presented
by the City Clerk to the Corporate Authorities at the first regularly-scheduled meeting of the
Corporate Authorities following execution thereof but such presentation shall be for
informational purposes only, it being the express intent of the Corporate Authorities to authorize
the Designated Officers to accept the terms of the Certificates and to bind the City thereto, all as
set forth herein and in the Certificate Order. A copy of the Certificate Order as executed shall be
filed forthwith in the official records and files of the Corporate Authorities.
Section 13. Creation of Funds and Appropriations.
A. There is hereby created the "Debt Certificates, Series 2003A, Certificate Fund" (the
"Certificate Fund"), which shall be the fund for the payment of the principal of and interest on
the Certificates. Accrued interest and premium, if any, received upon delivery of the Certificates
shall be deposited into the Certificate Fund and be applied to pay the first interest coming due on
the Certificates. Funds lawfully available for the purpose shall be deposited into the Certificate
Fund and used solely and only for the purpose of paying the principal of and interest on the
Certificates. Interest income or investment profit earned in the Certificate Fund shall be retained
in the Certificate Fund for payment of the principal of or interest on the Certificates on the
interest payment date next after such interest or profit is received or, to the extent lawful and as
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determined by the Corporate Authorities, transferred to such other fund as may be determined.
Moneys in the Certificate Fund shall be applied to pay principal of and interest on the
Certificates when due.
B. The amount necessary from the proceeds of the Certificates shall be used either to
pay expenses directly at the time of issuance of the Certificates or be deposited into a separate
' fund, hereby created, designated the "Expense Fund," to be used to pay expenses of issuance of
the Certificates. Disbursements from such fund shall be made from time to time as necessary.
Moneys not disbursed from the Expense Fund within six (6) months shall be transferred by the
appropriate financial officers for deposit into the Project Fund, and any deficiencies in the
! Expense Fund shall be paid by disbursement from the Project Fund.
C. The remaining proceeds of the Certificates shall be deposited into the Project Fund
(the "Project Fund"), hereby created. Moneys in the Project Fund shall be used to pay costs of
the Project in accordance with the following procedures:
1. Contracts ("Work Contracts") shall be entered into by the City or awarded,
from time to time, by the Corporate Authorities for work on the Project; and the
Corporate Authorities represent and covenant that each Work Contract will be entered
into in strict accordance with Applicable Law and the rules and procedures of the City for
same.
2. Pursuant to ordinance or resolution to be duly adopted, the Corporate
Authorities shall identify all or a designated portion of each Work Contract to the
Agreement. This Ordinance and any such further ordinance or resolution shall be filed of
record with the Clerk and the Treasurer. The adoption and filing of any such ordinance
! or resolution and the Work Contracts with such officers shall constitute authority for the
officer or officers of the City to make disbursements from the Project Fund to pay
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amounts due under such Work Contracts from time to time, upon such further
resolutions, orders, vouchers, warrants or other proceedings as are required under
Applicable Law and the rules and procedures of the City for same. No action need be
taken by or with respect to the sellers under the Work Contracts as, pursuant to the
Installment Purchase Provisions of the Debt Reform Act, the Treasurer acts as Nominee-
Seller of the Project for all purposes, enabling the issuance of the Certificates. Funds on
deposit in the Project Fund shall be invested by the appropriate officers of the City in any
lawful manner. Investment earnings shall first be reserved and transferred to such other
account as and to the extent necessary to pay any "excess arbitrage profits" or"penalty in
lieu of rebate" under Code Section 148 to maintain the Tax-exempt status of the
Certificates, and the remainder shall be retained in the fund for costs of the Project.
Within sixty (60) days after full depletion of the Project Fund, the appropriate offices of
the City shall certify to the Corporate Authorities the fact of such depletion; and, upon
approval of such certification by the Corporate Authorities, the Project Fund shall be
closed.
D. Alternatively to the creation of the funds described above, the appropriate officers
may allocate the Certificate Moneys or proceeds of the Certificates to one or more related funds
of the City already in existence and in accordance with good accounting practice; provided,
however, that this shall not relieve such officers of the duty to account and invest the Certificate
an
Moneys d the proceeds of the Certificates, as herein provided, as if such funds had in fact been
created.
Section 14. Non-Arbitrage and Tax-Exemption. One purpose of this Section is to set
forth various facts regarding the Certificates and to establish the expectations of the Corporate
Authorities and the City as to future events regarding the Certificates and the use of Certificate
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proceeds. The certifications, covenants and representations contained herein and at the time of
the Closing are made on behalf of the City for the benefit of the owners from time to time of the
Certificates. In addition to providing the certifications, covenants and representations contained
herein, the City hereby covenants that it will not take any action, omit to take any action or
permit the taking or omission of any action within its control (including, without limitation,
making or permitting any use of the proceeds of the Certificates) if taking, permitting or omitting
to take such action would cause any of the Certificates to be an arbitrage bond or a private
activity bond within the meaning of the Code or would otherwise cause the interest on the
Certificates to be included in the gross income of the recipients thereof for federal income tax
! purposes. The City acknowledges that, in the event of an examination by the Internal Revenue
Service of the exemption from federal income taxation for interest paid on the Certificates, under
present rules, the City is treated as the "taxpayer" in such examination and agrees that it will
respond in a commercially reasonable manner to any inquiries from the Internal Revenue Service
in connection with such an examination. The Corporate Authorities and the City certify,
covenant and represent as follows:
1.1. Definitions. In addition to such other words and terms used and defined in
this Ordinance, the following words and terms used in this Section shall have the
following meanings unless, in either case, the context or use clearly indicates another or
different meaning is intended:
"Bond Counsel" means Chapman and Cutler LLP or any other nationally
recognized firm of attorneys experienced in the field of municipal bonds whose opinions
are generally accepted by purchasers of municipal bonds.
"Capital Expenditures" means costs of a type that would be properly chargeable
to a capital account under the Code (or would be so chargeable with a proper election)
under federal income tax principles if the City were treated as a corporation subject to
federal income taxation, taking into account the definition of Placed-in-Service set forth
herein.
"Closing" means the first date on which the City is receiving the purchase price
for the Certificates.
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"Code" means the Internal Revenue Code of 1986, as amended.
"Commingled Fund" means any fund or account containing both Gross Proceeds
and an amount in excess of $25,000 that are not Gross Proceeds if the amounts in the
fund or account are invested and accounted for, collectively, without regard to the source
of funds deposited in the fund or account. An open-ended regulated investment company
under Section 851 of the Code is not a Commingled Fund.
"Control" means the possession, directly or indirectly through others,of either of
the following discretionary and non-ministerial rights or powers over another entity:
(a) to approve and to remove without cause a controlling portion of the
governing body of a Controlled Entity; or
(b) to require the use of funds or assets of a Controlled Entity for any
purpose.
"Controlled Entity" means any entity or one of a group of entities that is subject
to Control by a Controlling Entity or group of Controlling Entities.
( "Controlled Group" means a group of entities directly or indirectly subject to
Control by the same entity or group of entities, including the entity that has Control of the
other entities.
"Controlling Entity" means any entity or one of a group of entities directly or
indirectly having Control of any entities or group of entities.
"Costs of Issuance" means the costs of issuing the Certificates, including
underwriters' discount and legal fees.
"De minimis Amount of Original Issue Discount or Premium" means with respect
to an obligation (a) any original issue discount or premium that does not exceed two
percent of the stated redemption price at maturity of the Certificates plus (b) any original
issue premium that is attributable exclusively to reasonable underwriter's compensation.
"External Commingled Fund" means a Commingled Fund in which the City and
all members of the same Controlled Group as the City own, in the aggregate, not more
than ten percent of the beneficial interests.
"GIC" means (a) any investment that has specifically negotiated withdrawal or
reinvestment provisions and a specifically negotiated interest rate and (b) any agreement
to supply investments on two or more future dates (e.g., a forward supply contract).
"Gross Proceeds" means amounts in the Certificate Fund and the Project Fund.
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"Net Sale Proceeds" means amounts actually or constructively received from the
sale of the Certificates reduced by any such amounts that are deposited in a reasonably
required reserve or replacement fund for the Certificates.
"Person" means any entity with standing to be sued or to sue, including any
natural person, corporation, body politic, governmental unit, agency, authority,
partnership,trust,estate, association, company, or group of any of the above.
"Placed-in-Service" means the date on which, based on all facts and
circumstances (a) a facility has reached a degree of completion that would permit its
operation at substantially its design level and (b) the facility is, in fact, in operation at
such level.
"Private Business Use" means any use of the Project by any Person other than a
state or local government unit, including as a result of (i) ownership, (ii) actual or
beneficial use pursuant to a lease or a management, service, incentive payment, research
or output contract or (iii) any other similar arrangement, agreement or understanding,
whether written or oral, except for use of the Project on the same basis as the general
public. Private Business Use includes any formal or informal arrangement with any
person other than a state or local governmental unit that conveys special legal
entitlements to any portion of the Project that is available for use by the general public or
that conveys to any person other than a state or local governmental unit any special
economic benefit with respect to any portion of the Project that is not available for use by
the general public.
"Qualified Administrative Costs of Investments" means (a) reasonable, direct
administrative costs (other than carrying costs) such as separately stated brokerage or
selling commissions (other than a broker's commission paid on behalf of either the City
or the provider of a GIC to the extent such commission exceeds the lesser of a reasonable
amount or the present value of annual payments equal to 0.05 percent of the weighted
average amount reasonably expected to be invested each year of the term of the GIC (for
this purpose, present value is computed using the yield on the GIC), but not legal and
accounting fees, recordkeeping, custody and similar costs; or (b) all reasonable
administrative costs, direct or indirect, incurred by a publicly offered regulated
investment company or an External Commingled Fund.
1 "Qualified Tax Exempt Obligations" means (a) any obligation described in
Section 103(a) of the Code, the interest on which is excludable from gross income of the
owner thereof for federal income tax purposes and is not an item of tax preference for
purposes of the alternative minimum tax imposed by Section 55 of the Code; (b) an
interest in a regulated investment company to the extent that at least ninety-five percent
of the income to the holder of the interest is interest which is excludable from gross
income under Section 103 of the Code of any owner thereof for federal income tax
purposes and is not an item of tax preference for purposes of the alternative minimum tax
imposed by Section 55 of the Code; and (c) certificates of indebtedness issued by the
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United States Treasury pursuant to the Demand Deposit State and Local Government
Series program described in 31 C.F.R. part 344.
' "Rebate Fund" means the fund, if any, identified and defined in paragraph 4.2
herein.
"Rebate Provisions" means the rebate requirements contained in Section 148(f)
of the Code and in the Regulations.
"Regulations" means United States Treasury Regulations dealing with the tax-
exempt bond provisions of the Code.
"Reimbursed Expenditures" means expenditures of the City paid prior to Closing
to which Sale Proceeds or investment earnings thereon are or will be allocated.
"Sale Proceeds" means amounts actually or constructively received from the sale
of the Certificates, including (a) amounts used to pay underwriters' discount or
compensation and accrued interest, other than accrued interest for a period not greater
than one year before Closing but only if it is to be paid within one year after Closing and
(b) amounts derived from the sale of any right that is part of the terms of a Certificate or
is otherwise associated with a Certificate (e.g., a redemption right).
"Yield" means that discount rate which when used in computing the present value
of all payments of principal and interest paid and to be paid on an obligation (using
semiannual compounding on the basis of a 360-day year) produces an amount equal to
the obligation's purchase price (or in the case of the Certificates, the issue price as
established in paragraph 5.1 hereof), including accrued interest.
"Yield Reduction Payment" means a rebate payment or any other amount paid to
the United States in the same manner as rebate amounts are required to be paid or at such
other time or in such manner as the Internal Revenue Service may prescribe that will be
treated as a reduction in Yield of an investment under the Regulations.
2.1. Purpose of the Certificates. The Certificates are being issued to finance the
Project in a prudent manner consistent with the revenue needs of the City. A breakdown
of the sources and uses of funds is set forth in the preceding Section of this Ordinance.
At least 75% of the sum of (i) Sale Proceeds plus (ii) investment earnings thereon, less
(iii) Costs of Issuance paid from Sale Proceeds or investment earnings thereon, less
(iv) Sale Proceeds or investment earnings thereon deposited in a reasonably required
reserve or replacement fund, are expected to be used for construction purposes with
respect to property owned by a governmental unit or a Section 501(c)(3) organization.
Except for any accrued interest on the Certificates used to pay first interest due on the
Certificates, no proceeds of the Certificates will be used more than 30 days after the date
of issue of the Certificates for the purpose of paying any principal or interest on any issue
of bonds, notes, certificates or warrants or on any installment contract or other obligation
of the City or for the purpose of replacing any funds of the City used for such purpose.
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2.2. The Project — Binding Commitment and Timing. The City has incurred or
will, within six months of the Closing, incur a substantial binding obligation (not subject
to contingencies within the control of the City or any member of the same Controlled
Group as the City) to a third party to expend at least five percent of the Net Sale Proceeds
on the Project. It is expected that the work of acquiring and constructing the Project and
1 the expenditure of amounts deposited into the Project Fund will continue to proceed with
due diligence through August 1, 2006, at which time it is anticipated that all Sale
Proceeds and investment earnings thereon will have been spent.
2.3. Reimbursement. None of the Sale Proceeds or investment earnings thereon
will be used for Reimbursed Expenditures.
2.4. Working Capital. All Sale Proceeds and investment earnings thereon will
be used, directly or indirectly,to finance Capital Expenditures other than the following:
(a) an amount not to exceed five percent of the Sale Proceeds for
working capital expenditures directly related to Capital Expenditures financed by
the Certificates;
(b) payments of interest on the Certificates for a period commencing at
Closing and ending on the later of the date three years after Closing or one year
after the date on which the Project is Placed-in-Service;
(c) Costs of Issuance and Qualified Administrative Costs of Investments;
(d) payments of rebate or Yield Reduction Payments made to the United
States under the Regulations;
(e) principal of or interest on the Certificates paid from unexpected
excess Sale Proceeds and investment earnings thereon;
(f) fees for a qualified guarantee within the meaning of Treas. Reg.
Section 1.148-4(f); and
(g) investment earnings that are commingled with substantial other
revenues and are expected to be allocated to expenditures within six months.
No Gross Proceeds may be spent for non-capital purposes pursuant to Section 2.4
hereof if the expenditure merely substitutes Gross Proceeds for other amounts that would
have been used to make expenditures in a manner that gives rise to Replacement
Proceeds.
2.5. Consequences of Contrary Expenditure. The City acknowledges that if Sale
Proceeds and investment earnings thereon are spent for non-Capital Expenditures other
than as permitted by paragraph 2.4 hereof, a like amount of then available funds of the
City will be treated as unspent Sale Proceeds.
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2.6. Investment of Certificate Proceeds. Not more than 50% of the Sale
Proceeds and investment earnings thereon are or will be invested in investments (other
' than Qualified Tax Exempt Obligations) having a Yield that is substantially guaranteed
for four years or more. No portion of the Certificates is being issued solely for the
purpose of investing a portion of Sale Proceeds or investment earnings thereon at a Yield
higher than the Yield on the Certificates.
It is expected that the Sale Proceeds deposited into the Project Fund, including
investment earnings on the Project Fund, will be spent to pay costs of the Project and
interest on the Certificates not later than the date set forth in paragraph 2.2 hereof, the
investment earnings on the Certificate Fund will be spent to pay interest on the
Certificates, or to the extent permitted by law, investment earnings on amounts in the
Project Fund and the Certificate Fund will be commingled with substantial revenues from
the governmental operations of the City, and the earnings are reasonably expected to be
spent for governmental purposes within six months of the date earned. Interest earnings
on the Project Fund and the Certificate Fund have not been earmarked or restricted by the
Corporate Authorities for a designated purpose.
2.7. No Grants. None of the Sale Proceeds or investment earnings thereon will
be used to make grants to any person.
2.8. Hedges. Neither the City nor any member of the same Controlled Group as
the City has entered into or expects to enter into any hedge (e.g., an interest rate swap,
interest rate cap, futures contract, forward contract or an option) with respect to the
Certificates. The City acknowledges that any such hedge could affect, among other
things, the calculation of Certificate Yield under the Regulations. The Internal Revenue
Service could recalculate Certificate Yield if the failure to account for the hedge fails to
clearly reflect the economic substance of the transaction.
2.9. Internal Revenue Service Audits. The City represents that the Internal
Revenue Service has not contacted the City regarding any obligations issued by or on
behalf of the City.
3.1. Use of Proceeds. (a) The use of the Sale Proceeds and investment earnings
thereon and the funds held under this Ordinance at the time of Closing are described in
the preceding Section of this Ordinance. No Sale Proceeds will be used to pre-pay for
services or goods prior to the date such services or goods are to be received.
(b) Only the funds and accounts described in said Section will be funded at
Closing. There are no other funds or accounts created under this Ordinance, other than
the Rebate Fund if it is created as provided in paragraph 4.2 hereof.
(c) Principal of and interest on the Certificates will be paid from the Certificate
Fund.
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(d) Any Costs of Issuance incurred in connection with the issuance of the
Certificates to be paid by the City will be paid at the time of Closing.
(e) The costs of the Project will be paid from the Project Fund and no other
moneys (except for investment earnings on amounts in the Project Fund) are expected to
be deposited therein.
3.2. Purpose of Certificate Fund. The Certificate Fund will be used primarily to
achieve a proper matching of revenues and earnings with principal and interest payments
on the Certificates in each bond year. It is expected that the Certificate Fund will be
depleted at least once a year, except for a reasonable carry over amount not to exceed the
greater of (a) the earnings on the investment of moneys in the Certificate Fund for the
immediately preceding bond year or (b) 1/12th of the principal and interest payments on
the Certificates for the immediately preceding bond year.
3.3. No Other Gross Proceeds. (a) Except for the Certificate Fund and the
Project Fund, and except for investment earnings that have been commingled as
described in paragraph 2.2 and any credit enhancement or liquidity device related to the
Certificates, after the issuance of the Certificates, neither the City nor any member of the
same Controlled Group as the City has or will have any property, including cash,
securities or will have any property, including cash, securities or any other property held
as a passive vehicle for the production of income or for investment purposes, that
constitutes:
(i) Sale Proceeds;
(ii) amounts in any fund and account with respect to the Certificates
(other than the Rebate Fund);
(iii) amounts that have a sufficiently direct nexus to the Certificates or to
the governmental purpose of the Certificates to conclude that the amounts would
have been used for that governmental purpose if the Certificates were not used or
to be used for that governmental purpose (the mere availability or preliminary
earmarking of such amounts for a governmental purpose, however, does not itself
establish such a sufficient nexus);
(iv) amounts in a debt service fund, redemption fund, reserve fund,
replacement fund or any similar fund to the extent reasonably expected to be used
directly or indirectly to pay principal of or interest on the Certificates or any
amounts for which there is provided, directly or indirectly, a reasonable assurance
that the amount will be available to pay principal of or interest on the Certificates
or any obligations under any credit enhancement or liquidity device with respect
to the Certificates, even if the City encounters financial difficulties;
(v) any amounts held pursuant to any agreement(such as an agreement to
maintain certain levels of types of assets) made for the benefit of the
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Certificateholders or any credit enhancement provider, including any liquidity
device or negative pledge (e.g., any amount pledged to pay principal of or interest
on an issue held under an agreement to maintain the amount at a particular level
for the direct or indirect benefit of holders of the Certificates or a guarantor of the
bonds); or
(vi) amounts actually or constructively received from the investment and
reinvestment of the amounts described in (i) or(ii) above.
(b) No compensating balance, liquidity account, negative pledge of property
held for investment purposes required to be maintained at least at a particular level or
similar arrangement exists with respect to, in any way, the Certificates or any credit
enhancement or liquidity device related to the Certificates.
(c) The term of the Certificates is not longer than is reasonably necessary for
the governmental purposes of the Certificates. The average reasonably expected
economic life of the Project is at least 40 years. The weighted average maturity of the
Certificates does not exceed 20 years and does not exceed 120 percent of the average
reasonably expected economic life of the Project. The maturity schedule of the
Certificates (the "Principal Payment Schedule") is based on an analysis of revenues
expected to be available to pay debt service on the Certificates. The Principal Payment
Schedule is not more rapid (i.e., having a lower average maturity) because a more rapid
schedule would place an undue burden on tax rates and cause such rates to be increased
beyond prudent levels, and would be inconsistent with the governmental purpose of the
Certificates as set forth in paragraph 2.1 hereof.
4.1. Compliance with Rebate Provisions. The City covenants to take such
actions and make, or cause to be made, all calculations, transfers and payments that may
be necessary to comply with the Rebate Provisions applicable to the Certificates. The
City will make, or cause to be made, rebate payments with respect to the Certificates in
accordance with law.
4.2. Rebate Fund. The City is hereby authorized to create and establish a
special fund to be known as the Rebate Fund (the "Rebate Fund"), which, if created,
shall be continuously held, invested, expended and accounted for in accordance with this
Ordinance. Moneys in the Rebate Fund shall not be considered moneys held for the
benefit of the owners of the Certificates. Except as provided in the Regulations, moneys
in the Rebate Fund (including earnings and deposits therein) shall be held in trust for
payment to the United States as required by the Rebate Provisions and by the Regulations
and as contemplated under the provisions of this Ordinance.
' 4.3. Records. The City agrees to keep and retain or cause to be kept and retained
until six years (three years for the records required by paragraph 4.4(c) hereof) after the
Certificates are paid in full adequate records with respect to the investment of all Gross
' Proceeds and amounts in the Rebate Fund. Such records shall include: (a) purchase
price; (b)purchase date; (c) type of investment; (d) accrued interest paid; (e)interest rate;
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' (fl principal rind al amount; (g) maturity date; (h) interest payment date; (i) date of liquidation;
and 0)receipt upon liquidation.
If any investment becomes Gross Proceeds on a date other than the date such
investment is purchased, the records required to be kept shall include the fair market
value of such investment on the date it becomes Gross Proceeds. If any investment is
retained after the date the last Certificate is retired, the records required to be kept shall
include the fair market value of such investment on the date the last Certificate is retired.
Amounts or investments will be segregated whenever necessary to maintain these
records.
4.4. Fair Market Value; Certificates of Deposit and Investment Agreements. The
City will continuously invest all amounts on deposit in the Rebate Fund, together with the
amounts, if any, to be transferred to the Rebate Fund, in any investment permitted under
this Ordinance. The City shall take into account prudent investment standards and the
date on which such moneys may be needed. Except as provided in the next sentence, all
amounts that constitute Gross Proceeds and all amounts in the Rebate Fund shall be
invested at all times to the greatest extent practicable, and no amounts may be held as
cash or be invested in zero yield investments other than obligations of the United States
purchased directly from the United States. In the event moneys cannot be invested, other
than as provided in this sentence due to the denomination, price or availability of
investments, the amounts shall be invested in an interest bearing deposit of a bank with a
yield not less than that paid to the general public or held uninvested to the minimum
extent necessary.
Gross Proceeds and any amounts in the Rebate Fund that are invested in
certificates of deposit or in guaranteed investment contracts ("GICs") shall be invested
only in accordance with the following provisions:
' (a) Investments in certificates of deposit of banks or savings and loan
associations that have a fixed interest rate, fixed payment schedules and
substantial penalties for early withdrawal shall be made only if either (i) the Yield
on the certificate of deposit (A) is not less than the Yield on reasonably
comparable direct obligations of the United States and (B) is not less than the
highest Yield that is published or posted by the provider to be currently available
from the provider on reasonably comparable certificates of deposit offered to the
public or (ii) the investment is an investment in a GIC and qualifies under
paragraph (b)below.
(b) Investments in GICs shall be made only if
1 (i) the bid specifications are in writing, include all material terms
of the bid and are timely forwarded to potential providers (a term is
material if it may directly or indirectly affect the yield on the GIC);
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(ii) the terms of the bidspecifications are commercially reasonable
(a term is commercially reasonable if there is a legitimate business
purpose for the term other than to reduce the yield on the GIC);
(iii) all bidders for the GIC have equal opportunity to bid so that,
for example, no bidder is given the opportunity to review others bids (a
last look) before bidding;
(iv) any agent used to conduct the bidding for the GIC does not bid
to provide the GIC;
(v) at least three of the providers solicited for bids for the GIC are
reasonably competitive providers of investments of the type purchased
(i.e., providers that have established industry reputations as competitive
providers of the type of investments being purchased);
(vi) at least three of the entities that submit a bid do not have a
financial interest in the Certificates;
(vii) at least one of the entities that provided a bid is a reasonably
competitive provider that does not have a financial interest in the
Certificates;
(viii) the bid specifications include a statement notifying potential
providers that submission of a bid is a representation that the potential
provider did not consult with any other provider about its bid, that the bid
was determined without regard to any other formal or informal agreement
that the potential provider has with the City or any other person (whether
or not in connection with the Certificates) and that the bid is not being
submitted solely as a courtesy to the City or any other person for purposes
of satisfying the federal income tax requirements relating to the bidding
for the GIC;
(ix) the determination of the terms of the GIC takes into account
the reasonably expected deposit and drawdown schedule for the amounts
to be invested;
(x) the highest-yielding GIC for which a qualifying bid is made
(determined net of broker's fees) is in fact purchased; and
(xi) the obligor on the GIC certifies the administrative costs that it
' is paying or expects to pay to third parties in connection with the GIC.
(c) If a GIC is purchased, the City will retain the following records with
its bond documents until three years after the Certificates are redeemed in their
entirety:
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' (i) a copy of the GIC;
the receipt or other record of the amount actually paid for the
GIC, including a record of any administrative costs paid, and the
certification under subparagraph (b)(xi) of this paragraph;
(iii) for each bid that is submitted,the name of the person and entity
submitting the bid, the time and date of the bid, and the bid results; and
(iv) the bid solicitation form and, if the terms of the GIC deviated
from the bid solicitation form or a submitted bid is modified, a brief
statement explaining the deviation and stating the purpose for the
deviation.
Moneys to be rebated to the United States shall be invested to mature on or prior
to the anticipated rebate payment date. All investments made with Gross Proceeds or
amounts in the Rebate Fund shall be bought and sold at fair market value. The fair
market value of an investment is the price at which a willing buyer would purchase the
investment from a willing seller in a bona fide, arm's length transaction. Except for
investments specifically described in this Section and United States Treasury obligations
that are purchased directly from the United States Treasury, only investments that are
traded on an established securities market, within the meaning of regulations promulgated
under Section 1273 of the Code, will be purchased with Gross Proceeds. In general, an
"established securities market" includes: (i) property that is listed on a national securities
exchange, an interdealer quotation system or certain foreign exchanges; (ii) property that
is traded on a Commodities Futures Trading Commission designated board of trade or an
interbank market; (iii) property that appears on a quotation medium; and (iv)property for
which price quotations are readily available from dealers and brokers. A debt instrument
is not treated as traded on an established market solely because it is convertible into
property which is so traded.
An investment of Gross Proceeds in an External Commingled Fund shall be made
' only to the extent that such investment is made without an intent to reduce the amount to
be rebated to the United States Government or to create a smaller profit or a larger loss
than would have resulted if the transaction had been at arm's length and had the rebate or
' Yield restriction requirements not been relevant to the City. An investment of Gross
Proceeds shall be made in a Commingled Fund other than an External Commingled Fund
only if the investments made by such Commingled Fund satisfy the provisions of this
' paragraph.
A single investment, or multiple investments awarded to a provider based on a
' single bid may not be used for funds subject to different rules relating to rebate or yield
restriction.
' The foregoing provisions of this paragraph satisfy various safe harbors set forth in
the Regulations relating to the valuation of certain types of investments. The safe harbor
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provisions of this paragraph are contained herein for the protection of the City, who has
covenanted not to take any action to adversely affect the tax-exempt status of the interest
on the Certificates. The City will contact Bond Counsel if it does not wish to comply
with the provisions of this paragraph and forego the protection provided by the safe
harbors provided herein.
4.5. Arbitrage Elections. The President, Treasurer and Clerk of the City are
hereby authorized to execute one or more elections regarding certain matters with respect
tto arbitrage.
5.1. Issue Price. For purposes of determining the Yield on the Certificates, the
purchase price of the Certificates is equal to the first offering price (including accrued
interest) at which the Purchaser sold at least ten percent of the principal amount of each
maturity of the Certificates to the public (excluding bond houses, brokers or similar
persons or organizations acting in the capacity of underwriters, placement agents or
wholesalers). All of the Certificates have been the subject of a bona fide initial offering
to the public (excluding bond houses, brokers, or similar persons or organizations acting
in the capacity of underwriters, placement agents or wholesalers) at prices equal to those
set forth in the Official Statement. Based upon prevailing market conditions, such prices
are not less than the fair market value of each Certificate as of the sale date for the
Certificates.
5.2. Yield Limits. (a) Except as provided in paragraph (b) or (c), all Gross
iProceeds shall be invested at market prices and at a Yield (after taking into account any
Yield Reduction Payments) not in excess of the Yield on the Certificates plus, if only for
amounts in the Project Fund are subject to this yield limitation, 1/8th of one percent.
' The following may be invested without Yield restriction:
(b)(i) amounts on deposit in the Certificate Fund (except for capitalized
interest) that have not been on deposit under the Ordinance for more than
13 months, so long as the Certificate Fund continues to qualify as a bona fide debt
' service fund as described in paragraph 3.2 hereof;
(ii) amounts on deposit in the Project Fund that are reasonably expected
to pay for the costs of the Project, costs of issuance of the Certificates, or interest
on the Certificates during the three year period beginning on the date of issue of
the Certificates prior to three years after Closing;
' (iii) amounts in the Certificate Fund to be used to pay capitalized interest
on the Certificates prior to the earlier of three years after Closing or the payment
' of all capitalized interest;
(c)(i) An amount not to exceed the lesser of$100,000 or five percent of the
' Sale Proceeds;
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(ii) amounts invested in Qualified Tax Exempt Obligations (to the extent
permitted by law and this Ordinance);
' (iii) amounts in the Rebate Fund;
(iv) all amounts other than Sale Proceeds for the first 30 days after they
become Gross Proceeds; and
' (v) all amounts derived from the investment of Sale Proceeds or
investment earnings thereon for a period of one year from the date received.
'
5.3. Continuing Nature of Yield Limits. Except as provided in paragraph 7.9
hereof, once moneys are subject to the Yield limits of paragraph 5.2 hereof, such moneys
remain Yield restricted until they cease to be Gross Proceeds.
5.4. Federal Guarantees. Except for investments meeting the requirements of
paragraph 5.2(b) hereof, investments of Gross Proceeds shall not be made in
(a) investments constituting obligations of or guaranteed, directly or indirectly, by the
United States (except obligations of the United States Treasury, or investments in
obligations issued pursuant to Section 21B(d)(3) of the Federal Home Loan Bank, as
amended (e.g., Refcorp Strips)); or (b) federally insured deposits or accounts (as defined
in Section 149(b)(4)(B) of the Code). Except as otherwise permitted in the immediately
prior sentence and in the Regulations, no portion of the payment of principal or interest
on the Certificates or any credit enhancement or liquidity device relating to the foregoing
is or will be guaranteed, directly or indirectly (in whole or in part), by the United States
(or any agency or instrumentality thereof), including a lease, incentive payment, research
or output contract or any similar arrangement, agreement or understanding with the
United States or any agency or instrumentality thereof. No portion of the Gross Proceeds
has been or will be used to make loans the payment of principal or interest with respect to
which is or will be guaranteed (in whole or in part)by the United States (or any agency or
instrumentality thereof). Neither this paragraph nor paragraph 5.5 hereof applies to any
guarantee by the Federal Housing Administration, the Federal National Mortgage
Association, the Federal Home Loan Mortgage Corporation, the Government National
Mortgage Association, the Student Loan Marketing Association or the Bonneville Power
Administration pursuant to the Northwest Power Act(16 U.S.C. 839d) as in effect on the
' date of enactment of the Tax Reform Act of 1984.
5.5. Investments After the Expiration of Temporary Periods, Etc. After the
' expiration of the temporary period set forth in paragraph 5.2(b)(ii) hereof, amounts in the
Project Fund may not be invested in (i) federally insured deposits or accounts (as defined
in Section 149(b)(4)(B) of the Code) or (ii) investments constituting obligations of or
guaranteed, directly or indirectly, by the United States (except obligations of the United
States Treasury or investments in obligations issued pursuant to Section 21B(d)(3) of the
Federal Home Loan Bank Act, as amended (e.g., Refcorp Strips). Any other amounts
' that are subject to the yield limitation in paragraph 5.2(a) hereof because paragraph 5.2(b)
hereof is not applicable and amounts not subject to yield restriction only because they are
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described in ara ra h 5.2(c) hereof, are also subject to the limitation set forth in the
P g P
' preceding sentence.
6.1. Payment and Use Tests. (a) No more than five percent of the Sale Proceeds
plus investment earnings thereon will be used, directly or indirectly, in whole or in part,
in any Private Business Use. The City acknowledges that, for purposes of the preceding
sentence, Gross Proceeds used to pay costs of issuance and other common costs (such as
capitalized interest and fees paid for a qualified guarantee or qualified hedge) or invested
Iin a reserve or replacement fund must be ratably allocated among all the purposes for
which Gross Proceeds are being used.
(b) The payment of more than five percent of the principal of or the interest on
the Certificates will not be, directly or indirectly (i) secured by . interest ect of
(A) property used or to be used in any Private Business Use or(B) payments y P
such property or (ii) on a present value basis, derived from payments (whether or not to
the City or a member of the same Controlled Group as the City) in respect of property, or
borrowed money,used or to be used in any Private Business Use.
(c) No more than the lesser of five percent of the sum of the Sale Proceeds and
investment earnings thereon or $5,000,000 will be used, directly or indirectly, to make or
finance loans to any persons. The City acknowledges that, for purposes of the preceding
sentence, Gross Proceeds used to pay costs of issuance and other common costs (such as
capitalized interest and fees paid for a qualified guarantee or qualified hedge) or invested
in a reserve or replacement fund must be ratably allocated among all the purposes for
which Gross Proceeds are being used.
(d) No user of the Project other than a state or local governmental unit will use
more than five percent of the Project, in the aggregate, on any basis other than the same
basis as the general public.
' (e) No more than the lesser of five percent of the proceeds of the Certificates or
$5,000,000 have been or will be used to provide professional sports facilities. For
' purposes of this paragraph, the term "professional sports facilities" (i) means real
property or related improvements used for professional sports exhibitions, games or
training, regardless of whether the admission of the public or press is allowed or paid and
(ii) includes any use of a facility that generates a direct or indirect monetary benefit
(other than reimbursement for out-of-pocket expenses) for a person who uses such
facilities for professional sport exhibitions, games or training.
6.2. I.R.S. Form 8038-G. The information contained in the Information Return
for Tax-Exempt Governmental Obligations, Form 8038-G, is true and complete. The
City will file Form 8038-G (and all other required information reporting forms) in a
timely manner.
7.1. Termination; Interest of City in Rebate Fund. The terms and provisions set
forth in this Section shall terminate at the later of (a) 75 days after the Certificates have
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bee n full y paid and retired or (b) the date on which all amounts remaining on deposit in
the Rebate Fund, if any, shall have been paid to or upon the order of the United States
' and any other payments required to satisfy the Rebate Provisions of the Code have been
made to the United States. Notwithstanding the foregoing, the provisions of
paragraph 4.3 hereof shall not terminate until the sixth anniversary of the date the
' Certificates are fully paid and retired, and the provisions of paragraph 4.4(c) hereof shall
not terminate until the third anniversary of the date the Certificates are fully paid and
retired.
7.2. No Common Plan of Financing. Since a date that is 15 days prior to the date
of sale of the Certificates by the City to the Purchaser, neither the City nor any member
of the same Controlled Group as the City has sold or delivered any obligations other than
the Certificates that are reasonably expected to be paid out of substantially the same
source of funds as the Certificates. Neither the City nor any member of the same
' Controlled Group as the City will sell or deliver within 15 days after the date hereof any
obligations other than the Certificates that are reasonably expected to be paid out of
substantially the same source of funds as the Certificates.
7.3. No Sale of the Project. (a) Other than as provided in the next sentence,
neither the Project nor any portion thereof has been, is expected to be, or will be sold or
otherwise disposed of, in whole or in part, prior to the earlier of (i) the last date of the
reasonably expected economic life to the City of the property (determined on the date of
issuance of the Certificates) or (ii) the last maturity date of the Certificates. The City
may dispose of personal property in the ordinary course of an established government
program prior to the earlier of(i) the last date of the reasonably expected economic life to
the City of the property (determined on the date of issuance of the Certificates) or (ii) the
last maturity of the Certificates, provided: (A) the weighted average maturity of the
Certificates financing the personal property is not greater than 120 percent of the
reasonably expected actual use of that property for governmental purposes; (B) the City
reasonably expects on the issue date that the fair market value of that property on the date
of disposition will be not greater than 25 percent of its cost; (C)the property is no longer
suitable for its governmental purposes on the date of disposition; and (D) the City
deposits amounts received from the disposition in a commingled fund with substantial tax
or other governmental revenues and the City reasonably expects to spend the amounts on
governmental programs within six months from the date of the commingling.
(b) The City acknowledges that if Certificate-financed property is sold or
otherwise disposed of in a manner contrary to (a) above, such sale or disposition may
constitute a "deliberate action" within the meaning of the Regulations that may require
remedial actions to prevent the Certificates from becoming private activity bonds. The
City shall promptly contact Bond Counsel if a sale or other disposition of bond-financed
' property is considered by the City.
7.4. Purchase of Certificates by City. The City will not purchase any of the
Certificates except to cancel such Certificates.
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7.5. First Call Date Limitation. The period between the date of Closing and the
first call date of the Certificates is not more than 10-1/2 years.
' 7.6. Registered Form. The City recognizes that Section 149(a) of the Code
requires the Certificates to be issued and to remain in fully registered form in order that
interest thereon be exempt from federal income taxation under laws in force at the time
the Certificates are delivered. In this connection, the City agrees that it will not take any
action to permit the Certificates to be issued in, or converted into,bearer or coupon form.
7.7. First Amendment. The City acknowledges and agrees that it will not use, or
allow the Project to be used, in a manner which is prohibited by the Establishment of
Religion Clause of the First Amendment to the Constitution of the United States of
America or by any comparable provisions of the Constitution of the State of Illinois.
7.8. Future Events. The City acknowledges that any changes in facts or
expectations from those set forth herein may result in different Yield restrictions or rebate
requirements from those set forth herein. The City shall promptly contact Bond Counsel
if such changes do occur.
7.9. Permitted Changes; Opinion of Bond Counsel. The Yield restrictions
contained in paragraph 5.2 hereof or any other restriction or covenant contained herein
need not be observed or may be changed if such nonobservance or change will not result
in the loss of any exemption for the purpose of federal income taxation to which interest
on the Certificates is otherwise entitled and the City receives an opinion of Bond Counsel
to such effect.
7.10. Successors and Assigns. The terms, provisions, covenants and conditions of
this Section shall bind and inure to the benefit of the respective successors and assigns of
the Corporate Authorities and the City.
7.11. Expectations. The Corporate Authorities has reviewed the facts, estimates
and circumstances in existence on the date of issuance of the Certificates. Such facts,
estimates and circumstances, together with the expectations of the City as to future
events, are set forth in summary form in this Section. Such facts and estimates are true
and are not incomplete in any material respect. On the basis of the facts and estimates
contained herein, the City has adopted the expectations contained herein. On the basis of
such facts, estimates, circumstances and expectations, it is not expected that Sale
Proceeds, investment earnings thereon or any other moneys or property will be used in a
manner that will cause the Certificates to be arbitrage bonds within the meaning of the
Rebate Provisions and the Regulations. Such expectations are reasonable and there are
no other facts, estimates and circumstances that would materially change such
expectations.
The City also agrees and covenants with the purchasers and holders of the Certificates
rfrom time to time outstanding that, to the extent possible under Illinois law, it will comply with
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whatever federal tax law is adopted in the future which applies to the Certificates and affects the
tax-exempt status of the Certificates.
The Corporate Authorities hereby authorize the officials of the City responsible for
issuing the Certificates, the same being the Mayor, Clerk and Treasurer of the City,to make such
further covenants and certifications as may be necessary to assure that the use thereof will not
cause the Certificates to be arbitrage bonds and to assure that the interest on the Certificates will
be exempt from federal income taxation. In connection therewith, the City and the Corporate
Authorities further agree: (a) through their 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 Certificates and to comply with such advice as may be given;
(c) to pay to the United States, as necessary, such sums of money representing required rebates
of excess arbitrage profits relating to the Certificates; (d) to file such forms, statements, and
Nsupporting documents as may be required and in a timely manner; and (e) if deemed necessary or
advisable by their officers, to employ and pay fiscal agents, financial advisors, attorneys, and
other persons to assist the City in such compliance.
Section 15. Pertaining to the Certificate Registrar. If requested by the Certificate
Registrar, any officer of the City is authorized to execute a standard form of agreement between
the City and the Certificate Registrar with respect to the obligations and duties of the Certificate
Registrar under this Ordinance. In addition to the terms of such agreement and subject to
' modification thereby, the Certificate Registrar by acceptance of duties under this Ordinance
agrees (a) to act as registrar, paying agent, authenticating agent, and transfer agent as provided
herein; (b)to maintain a list of Certificateholders as set forth herein and to furnish such list to the
City upon request, but otherwise to keep such list confidential to the extent permitted by law;
(c) to give notice of redemption as provided herein; (d) to cancel and/or destroy Certificates
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which have been paid at maturity or upon redemption or submitted for exchange or transfer;
' (e) to furnish the City at least annually a certificate with respect to Certificates cancelled and/or
destroyed; and (f) to furnish the City at least annually an audit confirmation of Certificates paid,
Certificates outstanding and payments made with respect to interest on the Certificates. The City
covenants with respect to the Certificate Registrar, and the Certificate Registrar further
1 covenants and agrees as follows:
A. The City shall at all times retain a Certificate Registrar with respect to the
Certificates; it will maintain at the designated office(s) of such Certificate Registrar a
place or places where Certificates may be presented for payment,registration,transfer, or
exchange; and it will require that the Certificate Registrar properly maintain the
Certificate Register and perform the other duties and obligations imposed upon it by this
Ordinance in a manner consistent with the standards, customs, and practices of the
municipal securities industry.
B. The Certificate Registrar shall signify its acceptance of the duties and
' obligations imposed upon it by this Ordinance by executing the certificate of
' authentication on any Certificate, and by such execution the Certificate Registrar shall be
deemed to have certified to the City that it has all requisite power to accept and has
' accepted such duties and obligations not only with respect to the Certificate so
authenticated but with respect to all the Certificates. Any Certificate Registrar shall be
' the agent of the City and shall not be liable in connection with the performance of its
duties except for its own negligence or willful wrongdoing. Any Certificate Registrar
shall, however,be responsible for any representation in its certificate of authentication on
tCertificates.
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C. The City may remove the Certificate Registrar at any time. In case at any
time the Certificate Registrar shall resign, shall be removed, shall become incapable of
acting, or shall be adjudicated a bankrupt or insolvent, or if a receiver, liquidator, or
conservator of the Certificate Registrar or of the property thereof shall be appointed, or if
' any public officer shall take charge or control of the Certificate Registrar or of the
property or affairs thereof, the City covenants and agrees that it will thereupon appoint a
' successor Certificate Registrar. The City shall give notice of any such appointment made
by it to each registered owner of any Certificate within twenty days after such
appointment in the same manner, or as nearly the same as may be practicable, as for a
redemption of Certificates. Any Certificate Registrar appointed under the provisions of
this Section shall be a bank, trust company, or national banking association maintaining
its principal corporate trust office in Illinois and having capital and surplus and undivided
profits in excess of $100,000,000. The City Clerk is hereby directed to file a certified
copy of this Ordinance with the Certificate Registrar and the Certificate Registrar.
' Section 16. Defeasance. Any Certificate or Certificates which (a) are paid and
cancelled, (b) which have matured and for which sufficient sums been deposited with the
Certificate Registrar to pay all principal and interest due thereon, or (c) for which sufficient
United States of America dollars and direct United States Treasury obligations have been
deposited with the Certificate Registrar or similar institution to pay, taking into account
investment earnings on such obligations, all principal of and interest on such Certificate or
' Certificates when due at maturity, pursuant to an irrevocable escrow or trust agreement, shall
cease to have any lien on or right to receive or be paid from the Certificate Moneys hereunder
and shall no longer have the benefits of any covenant for the registered owners of outstanding
Certificates as set forth herein as such relates to lien and security of the outstanding Certificates.
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All covenants relative to the Tax-exempt status of the Certificates; and payment, registration,
transfer, and exchange; are expressly continued for all Certificates whether outstanding
' Certificates or not.
Section 17. Continuing Disclosure Undertaking. The Mayor or Treasurer of the City is
' hereby authorized, empowered and directed to execute and deliver the Continuing Disclosure
Undertaking (the "Continuing Disclosure Undertaking") in substantially the same form as now
before the Council, or with such changes therein as the individual executing the Continuing
Disclosure Undertaking on behalf of the City shall approve, the official's execution thereof to
constitute conclusive evidence of the approval of such changes. When the Continuing
Disclosure Undertaking is executed and delivered on behalf of the City as herein provided, the
' Continuing Disclosure Undertaking will be binding on the City and the officers, employees and
agents of the City, and the officers, employees and agents of the City are hereby authorized,
Nempowered and directed to do all such acts and things and to execute all such documents as may
be necessary to carry out and comply with the provisions of the Continuing Disclosure
Undertaking as executed. Notwithstanding any other provision of this Ordinance, the sole
' remedies for failure to comply with the Continuing Disclosure Undertaking shall be the ability of
the beneficial owner of any Bond to seek mandamus or specific performance by court order, to
' cause the City to comply with its obligations under the Continuing Disclosure Undertaking.
Section 18. Publication of Ordinance. Under Applicable Law, this Ordinance need not
' be P ublished.
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Section 19. Superseder and Effective Date. All ordinances, resolutions, and orders, or
' parts thereof, in conflict herewith, are to the extent of such conflict hereby superseded; and this
Ordinance shall be in full force and effect immediately upon its passage and approval.
ADOPTED by the Corporate Authorities on the 26th day of August, 2003, pursuant to a
' roll call vote as follows:
PAUL JAMES MARTY MUNNS
RICHARD STICKA
WANDA OHARE
VALERIE BURD ROSE SPEARS
LARRY KOT JOSEPH BESCO
APPROVED by me, as Mayor of the United City of Yorkville, Kendall County,Illinois, the
26th day of August, 2003.
AYOR
PASSED by the City Council of the United City of Yorkville, Kendall County, Illinois, the
26th day of August 2003.
' At
CIT LERK
' -46-
1
EXTRACT of MINUTES of the regular public meeting of the City
Council of the United City of Yorkville, Kendall County, Illinois,
held at the Beecher Community Center, located at 908 Game Farm
Road, in said City, at 7:00 p.m., on the 26th day of August 2003.
1
The Mayor called the meeting to order and directed the City Clerk to call the roll.
Upon the roll being called, the Mayor, Arthur F. Prochaska, Jr., and the following
Aldermen answered present at said location--tea =� ��sS
The following were absent: _ a
The City Council then discussed the proposed financing of sewer improvements.
Thereupon, Alderm presented, and there was placed before each
1 Alderman in full the following ordinance:
1
1
i
1
1
' AN ORDINANCE of the United City of Yorkville, Kendall County,
Illinois, authorizing and providing for an Installment Purchase
' Agreement for the purpose of paying a part of the cost of acquiring
and installing sewer improvements within the City (Bruell Street
Sewer Project), and authorizing and providing for the issue of
$2,035,000 Debt Certificates, Series 2003A, evidencing the rights
' to payment under such Agreement, prescribing the details of the
Agreement and Certificates, and providing for the security for and
' means of payment under the Agreement of the Certificates.
(the "Certificate Ordinance").
Alderma _ moved and Alderman seconded the motion that the
Certificate Ordinance as presented be adopted.
A City Council discussion of the matter followed. During the City Council discussion,
gave a public recital of the nature of the matter,
which included a complete reading of the title of the Certificate Ordinance, a complete reading of
the table of contents contained therein, and a brief commentary on each entry in the table of
1 contents.
The Mayor directed that the roll be called for a vote upon the motion to adopt the
Certificate Ordinance. n(�
Upon the roll being called, the following Aldermen voted AYEJ ___
and the following Aldermen voted NAY:
WHEREUPON the Mayor declared the motion carried and the Certificate Ordinance
adopted and did direct the City Clerk to record the same in full in the records of the City Council
of the United City of Yorkville, Kendall County, Illinois.
Other business was duly transacted at said meeting.
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Upon motion duly made and carried, the meeting adjourned.
it Jerk
I
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STATE OF ILLINOIS )
) SS
COUNTY OF KENDALL )
CERTIFICATION OF MINUTES AND ORDINANCE
I, the undersigned, do hereby certify that I am the duly qualified and acting City Clerk of
the United City of Yorkville, Kendall County, Illinois (the "City"), and as such official I am the
keeper of the official journal of proceedings, books,records, minutes, and files of the City and of
the City Council (the "Corporate Authorities") thereof.
I do further certify that the foregoing is a full,true, and complete transcript of that portion
of the minutes of the meeting (the "Meeting") of the Corporate Authorities held on the 26th day
of August, 2003 insofar as the same relates to the adoption of an ordinance, numbered
and entitled:
AN ORDINANCE of the United City of Yorkville, Kendall County,
Illinois, authorizing and providing for an Installment Purchase
d Agreement for the purpose of paying the cost of acquiring and
installing sewer improvements within the City (Bruell Street Sewer
Project), and authorizing and providing for the issue of$2,035,000
Debt Certificates, Series 2003A, evidencing the rights to payment
under such Agreement, prescribing the details of the Agreement
and Certificates, and providing for the security for and means of
payment under the Agreement of the Certificates.
(the "Ordinance") a true, correct, and complete copy of which Ordinance as adopted at the
Meeting appears in the foregoing transcript of the minutes of the meeting.
I do further certify that the deliberations of the Corporate Authorities on the adoption of
the Ordinance were taken openly; that the vote on the adoption of the Ordinance was taken
' openly; that the Meeting was held at a specified time and place convenient to the public; that
notice of the Meeting was duly given to all newspapers, radio or television stations, and other
news media requesting such notice; that an agenda for the Meeting was posted at the location
where the Meeting was held and at the principal office of the Corporate Authorities at least 48
hours in advance of the holding of the Meeting; that said agenda contained a separate specific
item concerning the adoption of said ordinance; a true, correct and complete copy of said agenda
as so posted being attached to this Certificate as Exhibit A; and that the Meeting was called and
held in strict compliance with the provisions of the Open Meetings Act of the State of Illinois, as
amended, and the Illinois Municipal Code, as amended, and that the Corporate Authorities have
complied with all of the provisions of said Act and said Code and with all of the procedural rules
of the Corporate Authorities in the adoption of the Ordinance.
IN WITNESS WHEREOF I hereunto affix my official signature and the seal of the City this
a�day of August, 2003.
City rk
[SEAL]
[Attach Exhibit A]
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I
United City of Yorkville
County Seat of Kendall County
EST. , X696 800 Game Farm Road
0 Yorkville, Illinois 60560 AGENDA
O '� ,,, O Phone:630-553-4350
Fax:630-553-7575 CITY COUNCII.MEETING
BEECHER COMMUNITY BUILDING, AUSTIN ROOM
7:00 PM
Tuesday,August 26, 2003
Call to Order: 7:00 p.m.
Pledge of Allegiance:
Roll Call by Clerk: WARD I WARD II WARD III WARD IV
Rich Sticka Valerie Burd Marty Munns Joe Besco
Paul James Larry Kot Wanda Ohare Rose Ann Spears
Establishment of Quorum:
Introduction of Guests:
Amendments to Agenda:
I*ommittee Meeting Dates:
Public Works Committee Meetinl;: Ad-hoc: Technology Committee
7:00 p.m., Monday, September 22, 2003 6:30 p.m., Wednesday, September 2, 2003
City Hall Conference Room City Hall Conference Room
Economic Development Committee:
7:00 p.m., Monday, September 15, 2003
City Hall Conference Room
Administration Committee Meeting: Ad-hoc: Tourism Committee
6:30 p.m., Thursday, September 11, 2003 6:30 p.m., Wednesday, August 27, 2003
City Hall Conference Room City Hall Conference Room
Public Safety Committee Meeting:
6:30 p.m., Thursday, September 25, 2003
City Hall Conference Room
Presentation to Robert Hill
Public Hearings: None
Citizen Comments:
resentations: 1. NIU Draft IMAP Report
City Council Meeting Agenda
August 26, 2003
Page 2
Consent Agenda:
1. Snowbird Policy
1 2. YBSD Intergovernmental Agreement-authorize Mayor and City Clerk to execute
3. Recording Secretaries/Minutetakers- increase meeting and transcription pay
4. Office Furniture Results of Bid Opening-award contract to Rakow's Furnishings for Home &Office in an
amount not to exceed$55,163.11
5. Grande Reserve S SA-Resolution of Intent -authorize Mayor and City Clerk to execute in a total amount to
be borrowed through the issuance of the Bonds for the Project not to exceed$60,000,000
iPlan Commission /Zoning Board of Appeals:
Minutes for Approval (Corrections and Additions):
Minutes of City Council— None
Minutes of Committee of the Whole— February 4, 2003 and Public Hearing March 4, 2003
Bill payments for approval from the current Bill List(Corrections and Additions):
Checks total these amounts:
$1,043,338.15 (vendor)
$ 125,018.86 (payroll period ending 8/13/03)
$1,168,357.01 (total)
Reports: -- -
Mayor's Report:
1. Proclamation for National Library Card Sign-up Month
Attorney's Report:
City Clerk's Report:
City Treasurer's Report:
City Council Meeting Agenda
August 26, 2003
Page 3
Reports (con't):
City Administrator's Report:
Finance Director's Report:
Director of Public Works Report:
Chief of Police Report:
Executive Director of Parks&Recreation Report:
�1 Community&Liaison Report:
Committee Reports:
Public Works Committee Report:
1. Ordinance Approving Sale of Municipal Property-Little Rock Township
laconomic Develonment Committee Report:
1. Ordinance Granting Special Use for 9818 Route 71 (Greene)
Public Safety Committee Report:
1. No Report.
Administration Committee Report:
Request to Hire Engineering
1. Req Assistant
2. Radium Compliance/Water Project Alternate Revenue Bond
3. Bruell Street Pump Station Bond Bank Ordinance
Additional Business:
Adjournment:
City Council Meeting Agenda
August 26, 2003
Page 4
COMMITTEES, MEMBERS AND RESPONSIBILITIES F/Y 2003 —2004
BLIC WORKS
Committee Departments Liaisons
Chairman: Alderman Besco Water and Sewer Park Board
Vice-Chair: Alderman Munns Streets and Alleys YBSD
Committee: Alderman Sticka Sanitation and Waste
Committee: Alderman Kot
CONOMIC DEVELOPMEN
Committee Departments Liaisons
Chairman: Alderman Sticka Planning&Building&Zoning Chamber of Commerce
Vice Chair: Alderwoman Burd Business&Economic Dev. Kendall County Econ. Dev.
Committee: Alderwoman Ohare Plan Commission
Committee: Alderman Besco Bristol Plan Commission
Yorkville Econ. Dev. Corp.
Aurora Area Convention&
Tourism Council
Downtown Re-development
UBLIC SAFETY)
Committee Departments Liaisons
Chairman: Alderman Kot Police Human Resource Comm.
Vice Chair: Alderwoman Ohare Schools School District
Committee: Alderwoman Spears Public Relations KenCom
Committee: Alderman James
iADIVIINISTRATIO
Committee Departments Liaisons
Chairman: Alderwoman Spears Finance Metra
Vice Chair: Alderman James Public Properties Library
Committee: Alderwoman Burd Personnel Cable Consortium
Committee: Alderman Munns
HOC• TECHNOLOG
Committee
Chairman: Alderman Munns
Vice Chair: Alderman Kot
4ommittee: Alderman Sticka
ommittee: Alderwoman Ohare
City Council Meeting Agenda
August 26, 2003
Page 5
COMMITTEES, MEMBERS AND RESPONSIBILITIES F/Y 2003 —2004 (con't)
_-HOC: TOURISM
Committee
Chairman: Alderwoman Burd
Vice Chair: Alderwoman Spears
Committee: Alderman James
Committee: Alderman Besco
STATE OF ILLINOIS )
SS
COUNTY OF KENDALL )
CERTIFICATE OF FILING
We, the undersigned, do hereby certify that we are, respectively, the duly qualified and
acting City Clerk and City Treasurer of the United City of Yorkville, Kendall County, Illinois
(the "City"), and as such officers we do hereby certify that on theca&day •- , 2003
there was filed with each of us, respectively, and placed on deposit in our respective records, a
properly certified copy of Ordinance NumbebMA-kca , passed by the City Council of the City,
on theAo day of August, 2003, and approved by the Mayor, and entitled:
AN ORDINANCE of the United City of Yorkville, Kendall County,
Illinois, authorizing and providing for an Installment Purchase
Agreement for the purpose of paying the cost of acquiring and
installing sewer improvements within the City (Bruell Street Sewer
Project), and authorizing and providing for the issue of$2,035,000
Debt Certificates, Series 2003A, evidencing the rights to payment
under such Agreement, prescribing the details of the Agreement
and Certificates, and providing for the security for and means of
payment under the Agreement of the Certificates.
and that the same has been deposited in, and all as appears from, the official files and records of
our respective offices.
IN WITNESS WHEREOF we have hereunto affixed our official signatures and the seal of the
City, at Yorkville, Illinois, thisallo day of August, 2003.
' y k
[SEAL]
City Treasurer