Ordinance 2002-53 ORDINANCE NO. 5 3
AN ORDINANCE of the United City of Yorkville, Kendall Coun LC OPY
Illinois, authorizing and providing for a Refunding L
Agreement for the purpose of refunding an outstanding installment
contract of the City, and authorizing and providing for the issue of
$1,280,000 Refunding Debt Certificates, Series 2002A, evidencing
the rights to payment under such Refunding Loan Agreement,
prescribing the details of the Refunding Loan Agreement and
Certificates, and providing for the security for and means of
payment under the Refunding Loan Agreement of the Certificates.
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 (the "Debt Reform
Act"); and
3. all other Omnibus Bond Acts of the State;
in each case, as supplemented and amended (collectively, "Applicable Law").
B. Pursuant to the provisions of the Municipal Code and the Debt Reform Act, the
City is authorized to purchase real estate and personal property for public purposes under
contracts providing for payment in installments.
C. The Debt Reform Act provides that any such contract may provide for installment
payments of principal and interest to be made at stated intervals during a certain period not to
exceed 20 years; and that a City may issue certificates evidencing the indebtedness incurred
pursuant to such a contract.
D. Pursuant to an installment contract dated as of June 1, 1999, between the City and
Lite Construction, Inc., Montgomery, Illinois (the "Installment Contract"), and an ordinance
adopted by the City Council of the City (the "Council") on the 13th day of May, 1999, the City
delivered the Installment Contract in an original principal amount of $1,350,000 of which
$1,237,000 will be outstanding after January 1, 2003. Said contractor assigned its rights to
payment under the Installment Contract to the Yorkville National Bank, Yorkville, Illinois (the
"Bank
E. The Council deems it necessary, advisable and in the best interest of the City that
the City refinance the indebtedness due under the Installment Contract, including interest due
thereon, by entering into a Refunding Loan Agreement (the "Refunding Loan Agreement") with
Bernardi Securities, Inc., Chicago, Illinois (the "Purchaser"), pursuant to Sections 11 and 17(b)
of the Debt Reform Act.
F. The City will issue certificates evidencing the indebtedness to be incurred
pursuant to the Refunding Loan Agreement (the "Certificates") in the amount of $1,280,000,
and will use the proceeds of the Certificates to refund $1,237,000, the principal amount
outstanding after January 1, 2003 (the "Refunded Amount") on the Installment Contract and
interest due thereon (the "Refunding") and to pay costs associated therewith.
G. In accordance with the terms of the Installment Contract, the Refunded Amount is
prepayable in full or in part in inverse order of installments at the option of the City at any time
without prepayment penalty, and it is necessary and desirable to make such prepayment of the
Refunded Amount on February 1, 2003, and to provide for the giving of proper notice to the
Bank or its assignee(s).
H. It is necessary for the Council to approve the Refunding Loan Agreement and
authorize the execution and delivery thereof.
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I. The Council deems it necessary, advisable and in the best interest of the City to
issue the Certificates in the amount of$1,280,000.
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
Bank
Certificates
City
Council
Debt Reform Act
Installment Contract
Municipal Code
Purchaser
Refunded Amount
Refunding
Refunding Loan Agreement
State
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B. The following words and terms are defined as set forth.
"Certificate Fund" means the fund established and defined as such in 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 BNY Midwest Trust Company, Chicago, Illinois,
in its respective capacities as registrar and paying agent hereunder, or a successor
designated as Certificate Registrar hereunder.
"Certificates" means the $1,280,000 Refunding Debt Certificates, Series 2002A,
authorized to be issued by this Ordinance.
"Code" means the Internal Revenue Code of 1986, as amended.
"Ordinance" means this Ordinance, numbered as set forth on the title page
hereof, and passed by the Council on the 10th day of December, 2002.
"Purchase Contract" is defined herein.
"Purchase Price" means the price to be paid by the Purchaser pursuant to the
Purchase Contract for the Certificates, to-wit, $1,259,520.
"Record Date" means the 15th day of the month next preceding any regular or
other interest payment date occurring on the lst day of any month and 15 days preceding
any interest payment date occasioned by the redemption of Certificates on other than the
1st 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
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into account in computing an adjustment used in determining the alternative minimum
tax for certain corporations.
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 Council hereby finds that the recitals
contained in the preambles to this Ordinance are true, correct, and complete and does 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 the Refunding and to borrow money and, in evidence
thereof and for the purpose of financing same, enter into the Refunding Loan Agreement and,
further, to provide for the issuance and delivery of the Certificates evidencing the indebtedness
incurred under the Refunding Loan Agreement.
Section 4. Prepayment of the Installment Contract. In accordance with the
prepayment provisions of the ordinance authorizing the issuance of the Installment Contract, the
City by the Council does hereby make provision for and does hereby call the Installment
Contract for prepayment (subject only to the delivery of the Certificates), in the Refunded
Amount on February 1, 2003.
Section 5. Agreement is a General Obligation; Annual Appropriation. The City
hereby represents, warrants, and agrees that the obligation to make the payments due under the
Refunding Loan 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 Purchaser under the
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Refunding Loan Agreement, together with all other indebtedness of the City, is within all
statutory and constitutional debt limitations. For the purpose of providing the funds necessary to
pay the installments of interest and principal due under the Refunding Loan Agreement, the City
irrevocably 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 Refunding Loan
Agreement.
Section 6. Form of Refunding Loan Agreement Approved. From and after the effective
date of this Ordinance, the Mayor and City Clerk be and they are hereby authorized and directed
to execute and attest, respectively, the Refunding Loan 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 Refunding Loan Agreement, including the execution of any
documents and certificates incidental thereto or necessary to carry out the provisions thereof.
Subject to such discretion of the officers signatory to the document as described in the foregoing
text, the Refunding Loan Agreement shall be in substantially the form as follows:
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REFUNDING LOAN AGREEMENT for the Refunding of an Installment
Contract of the United City of Yorkville, Kendall County, Illinois.
THIS REFUNDING LOAN AGREEMENT (this "Agreement") made as of the 15th day of
December, 2002 by and between Bernardi Securities, Inc., Chicago, Illinois (the "Purchaser"),
and the United City of Yorkville, Kendall County, Illinois (the "City"):
WITNESSETH
A. The Illinois Municipal Code, as amended (the "Act"), and the Local Government
Debt Reform Act, as amended (the "Debt Reform Act"), authorize the City to purchase real
estate and personal property for public purposes under contracts providing for payment in
installments.
B. The Debt Reform Act provides that any such contract may provide for installment
payments of principal and interest to be made at stated intervals during a certain period not to
exceed 20 years; and that a City may issue certificates evidencing the indebtedness incurred
pursuant to such contract.
C. Pursuant to and in accordance with the Act, the City has heretofore entered into
an Installment Contract, dated as of June 1, 1999, by and between the City and Lite Construction,
Inc., Montgomery, Illinois (the "Installment Contract"), and pursuant to an ordinance adopted
by the City Council of the City (the "Council") on the 13th day of May, 1999, the City delivered
the Installment Contract in an original principal amount of$1,350,000, of which $1,237,000 will
be outstanding after January 1, 2003, and is subject to prepayment in full or in part in inverse
order of installments at the option of the City at any time without prepayment penalty at the
prepayment price of the prepayment amount,plus the interest accrued thereon to the date of such
prepayment.
D. The Council deems it necessary, and advisable and in the best interests of the City
that the City refinance its obligation under the Installment Contract, by entering into this
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Refunding Loan Agreement with the Purchaser pursuant to Sections 11 and 17(b) of the Debt
Reform Act.
E. The City will issue certificates evidencing the indebtedness to be incurred
pursuant to this Refunding Loan Agreement (the "Certificates") and will use the proceeds of the
Certificates to refund $1,237,000, the principal amount outstanding after January 1, 2003 (the
"Refunded Amount") on the Installment Contract, and interest due thereon by prepaying the
Refunded Amount on February 1, 2003, (the "Refunding") and to pay costs associated therewith.
F. The Refunded Amount is further described as follows:
INSTALLMENT CONTRACT
Original principal amount: $1,350,000
Dated: June 1, 1999
Semi-annual installments originally due on January 1 and July 1, 2001-2005.
Refunded Amount Due as follows.
YEAR AMOUNT($) RATE(%)
July 1, 2003 24,000 4.15
January 1, 2004 25,000 4.15
July 1, 2004 25,000 4.15
January 1, 2005 1,163,000 4.15
G. On the 10th day of December, 2002, the Council, pursuant to the Act and the Debt
Reform Act and the need to provide for the Refunding, adopted an ordinance (the "Ordinance"),
authorizing the borrowing of money for the Refunding, the execution and delivery of this
Refunding Loan Agreement to finance the Refunding, and the issuance of certificates evidencing
the indebtedness so incurred.
H. The Ordinance is
(a) incorporated herein by reference; and
(b) made a part hereof as if set out at this place in full;
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and each of the terms as defined in the Ordinance is also incorporated by reference for use in this
Refunding Loan Agreement.
Now, THEREFORE, in consideration of the mutual covenants and agreements hereinafter
contained, and other valuable consideration, it is mutually agreed by and between the Purchaser
and the City as follows:
1. LOAN
In order to refinance the Outstanding Certificates, the City agrees to borrow from the
Purchaser and the Purchaser agrees to lend to the City the sum of$1,280,000, and the City agrees
to repay said sum in accordance with this Refunding Loan Agreement.
2. PAYMENTS
The payment of the entire sum of$1,280,000 of said loan amount shall:
(a) be payable in installments due on the dates and in the amounts;
(b) bear interest at the rates per annum which interest shall also be 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.
3. AssIGNMENT
Rights to payment of the Purchaser as provided in this Refunding Loan Agreement are
assigned as a matter of law, under the Debt Reform Act to the owners of the Certificates. This
Refunding Loan 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.
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4. 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 Refunding and the payments made under
this Agreement.
5. 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 City represents and warrants that the total amount due the Purchaser hereunder,
together with all other indebtedness of the City, is within all statutory and constitutional debt
limitations. For the purpose of providing the funds necessary to pay the installments of interest
and principal due under this Refunding Loan Agreement, the City irrevocably 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 this Refunding Loan Agreement.
6. GENERAL COVENANT AND RECITAL
It is hereby certified and recited by the Purchaser 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 Refunding Loan Agreement did exist, have happened,
been done and performed in regular and due form and time as required by law.
7. NO SEPARATE TAX
THE PURCHASER 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 OF A SPECIAL TAX UNLIMITED AS TO RATE OR AMOUNT TO PAY ANY OF THE
AMOUNTS DUE HEREUNDER.
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8. DEFAULT
In the event of a default in payment hereunder by the City, the Purchaser 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 Refunding Loan Agreement, including,
without limitation, an action for specific performance.
IN WITNESS WHEREOF, the Purchaser has caused this Refunding Loan Agreement to be
executed by its duly authorized officers, and the City, by its Council, has caused this Refunding
Loan Agreement to be executed by its Mayor and attested by the City Clerk, and the seal of the
City to be hereunto affixed, all as of the day and year first above written.
UNITED CITY OF YORKVILLE,
KENDALL COUNTY, ILLINOIS
(SEAL)
By
Mayor
Attest:
City Clerk
BERNARDI SECURITIES, INC.
Chicago, Illinois
(SEAL)
By
Its
Attest:
Its
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Section 7. Certificate Details. For the purpose of providing for the Refunding, there
shall be issued and sold the Certificates in the amount of$1,280,000. The Certificates shall each
be designated "Refunding Debt Certificate, Series 2002A"; be dated December 15, 2002 (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 or integral multiples thereof(but no
single Certificate shall represent 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 become due and payable serially (subject to prior redemption as hereinafter set
forth) on January 1 of the years and in the amounts and bearing interest at the rates per annum as
follows:
YEAR AMOUNT INTEREST RATE
2005 $ 95,000 2.15%
2007 100,000 3.00%
2010 160,000 4.00%
2012 120,000 4.30%
2014 130,000 4.55%
2016 145,000 4.70%
2018 160,000 4.90%
2020 175,000 5.00%
2022 195,000 5.15%
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 January 1 and July 1 of each year,
commencing on July 1, 2003. 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
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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 upon presentation thereof at the principal corporate trust principal
corporate trust office maintained for such purpose of the Certificate Registrar as currently
maintained, as may be relocated from time to time, or at a successor Certificate Registrar and
locality.
Section 8. Execution;Authentication. The Certificates shall be executed on behalf of
the City by the manual or facsimile signature of its Mayor and attested by the manual or
facsimile signature of 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.
Section 9. Registration of Certificates;Persons Treated as Owners.
(a) General. The City shall cause books (the "Certificate Register" as herein defined)
for the registration and for the transfer of the Certificates as provided in this Ordinance to be kept
at the principal corporate trust office maintained for such purpose by the Certificate Registrar,
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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. Any Certificate may be transferred or exchanged, but only
in the manner, subject to the limitations, and upon payment of the charges as set forth in this
Ordinance. Upon surrender for transfer or exchange of any Certificate at the principal corporate
trust 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, nor to transfer or
exchange any Certificate after notice calling such Certificate for redemption has been mailed, nor
during a period of fifteen (15) days next preceding mailing of a notice of redemption of any
Certificates. 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 principal 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
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shall be deemed 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, except in the case of the issuance of
a Certificate or Certificates for the unredeemed portion of a Certificate surrendered for
redemption.
(b) Global Book-Entry System. The Certificates shall be initially issued in the form of a
separate single fully registered Certificate for each of the maturities of the Certificates
determined as described in Section 7 hereof. Upon initial issuance, the ownership of each such
Certificate shall be registered in the Certificate Register in the name of Cede & Co., or any
successor thereto ("Cede"), as nominee of The Depository Trust Company, New York, New
York, and its successors and assigns ("DTC"). All of the outstanding Certificates shall be
registered in the Certificate Register in the name of Cede, as nominee of DTC, except as
hereinafter provided. The Mayor and City Clerk and the Certificate Registrar are each
authorized to execute and deliver, on behalf of the City, such letters to or agreements with DTC
as shall be necessary to effectuate such book-entry system (any such letter or agreement being
referred to herein as the "Representation Letter"), which Representation Letter may provide for
the payment of principal of or interest on the Certificates by write transfer.
With respect to Certificates registered in the Certificate Register in the name of Cede, as
nominee of DTC, the City and the Certificate Registrar shall have no responsibility or obligation
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to any broker-dealer, bank or other financial institution for which DTC holds Certificates from
time to time as securities depository (each such broker-dealer, bank or other financial institution
being referred to herein as a "DTC Participant") or to any person on behalf of whom such a
DTC Participant holds an interest in the Certificates. Without limiting the immediately
preceding sentence, the City and the Certificate Registrar shall have no responsibility or
obligation with respect to (i) the accuracy of the records of DTC, Cede or any DTC Participant
with respect to any ownership interest in the Certificates, (ii) the delivery to any DTC Participant
or any other person, other than a registered owner of a Certificate as shown in the Certificate
Register, of any notice with respect to the Certificates, including any notice of redemption, or
(iii) the payment to any DTC Participant or any other person, other than a registered owner of a
Certificate as shown in the Certificate Register, of any amount with respect to the principal of or
interest on the Certificates. The City and the Certificate Registrar may treat and consider the
person in whose name each Certificate is registered in the Certificate Register as the holder and
absolute owner of such Certificate for the purpose of payment of principal and interest with
respect to such Certificate, for the purpose of giving notices of redemption and other matters
with respect to such Certificate, for the purpose of registering transfers with respect to such
Certificate, and for all other purposes whatsoever. The Certificate Registrar shall pay all
principal of and interest on the Certificates only to or upon the order of the respective registered
owners of the Certificates, as shown in the Certificate Register, or their respective attorneys duly
authorized in writing, and all such payments shall be valid and effective to fully satisfy and
discharge the City's obligations with respect to payment of the principal of and interest on the
Certificates to the extent of the sum or sums so paid. No person other than a registered owner of
a Certificate as shown in the Certificate Register, shall receive a Certificate evidencing the
obligation of the City to make payments of principal and interest with respect to any Certificate.
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Upon delivery by DTC to the Certificate Registrar of written notice to the effect that DTC has
determined to substitute a new nominee in place of Cede, and subject to the provisions in
Section 7 hereof with respect to the payment of interest to the registered owners of Certificates at
the close of business on the 15th day of the month next preceding the applicable interest payment
date, the name"Cede"in this resolution shall refer to such new nominee of DTC.
In the event that (i) the City determines that DTC is incapable of discharging its
responsibilities described herein and in the Representation Letter, (ii) the agreement among the
City the Certificate Registrar and DTC evidenced by the Representation Letter shall be
terminated for any reason or (iii) the City determines that it is in the best interests of the
beneficial owners of the Certificates that they be able to obtain certificated Certificates, the City
shall notify DTC and DTC Participants of the availability through DTC of certificated Register
in the name of Cede, as nominee of DTC. At that time, the City may determine that the
Certificates shall be registered in the name of and deposited with such other depository operating
a universal book-entry system, as may be acceptable to the City, or such depository's agent or
designee, and if the City does not select such alternate universal book-entry system, then the
Certificates may be registered in whatever name or names registered owners of Certificates
transferring or exchanging Certificates shall designate, in accordance with the provisions of
Section 9(a) hereof.
Notwithstanding any other provisions of this resolution to the contrary, so long as any
Certificate is registered in the name of Cede, as nominee of DTC, all payments with respect to
principal of and interest on such Certificate and all notices with respect to such Certificate shall
be made and given, respectively, in the name provided in the Representation Letter.
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Section 10. Redemption.
(a) Mandatory Redemption. The Certificates due on January 1, 2005, are subject to
mandatory redemption, in integral multiples of $5,000 selected by lot by the Certificate
Registrar, at a redemption price of par plus accrued interest to the redemption date, on January 1
of the years and in the principal amounts as follows:
YEAR PRINCIPAL AMOUNT
2004 $45,000
2005 (maturity) 50,000
The Certificates due on January 1, 2007, are subject to mandatory redemption, in integral
multiples of$5,000 selected by lot by the Certificate Registrar, at a redemption price of par plus
accrued interest to the redemption date, on January 1 of the years and in the principal amounts as
follows:
YEAR PRINCIPAL AMOUNT
2006 $50,000
2007 (maturity) 50,000
The Certificates due on January 1, 2010, are subject to mandatory redemption, in integral
multiples of$5,000 selected by lot by the Certificate Registrar, at a redemption price of par plus
accrued interest to the redemption date, on January 1 of the years and in the principal amounts as
follows:
YEAR PRINCIPAL AMOUNT
2008 $50,000
2009 55,000
2010 (maturity) 55,000
The Certificates due on January 1, 2012, are subject to mandatory redemption, in integral
multiples of$5,000 selected by lot by the Certificate Registrar, at a redemption price of par plus
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accrued interest to the redemption date, on January 1 of the years and in the principal amounts as
follows:
YEAR PRINCIPAL AMOUNT
2011 $60,000
2012 (maturity) 60,000
The Certificates due on January 1, 2014, are subject to mandatory redemption, in integral
multiples of$5,000 selected by lot by the Certificate Registrar, at a redemption price of par plus
accrued interest to the redemption date, on January 1 of the years and in the principal amounts as
follows:
YEAR PRINCIPAL AMOUNT
2013 $65,000
2014 (maturity) 65,000
The Certificates due on January 1, 2016, are subject to mandatory redemption, in integral
multiples of$5,000 selected by lot by the Certificate Registrar, at a redemption price of par plus
accrued interest to the redemption date, on January 1 of the years and in the principal amounts as
follows:
YEAR PRINCIPAL AMOUNT
2015 $70,000
2016 (maturity) 75,000
The Certificates due on January 1, 2018, are subject to mandatory redemption, in integral
multiples of$5,000 selected by lot by the Certificate Registrar, at a redemption price of par plus
accrued interest to the redemption date, on January 1 of the years and in the principal amounts as
follows:
YEAR PRINCIPAL AMOUNT
2017 $80,000
2018 (maturity) 80,000
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The Certificates due on January 1, 2020, are subject to mandatory redemption, in integral
multiples of$5,000 selected by lot by the Certificate Registrar, at a redemption price of par plus
accrued interest to the redemption date, on January 1 of the years and in the principal amounts as
follows:
YEAR PRINCIPAL AMOUNT
2019 $85,000
2020 (maturity) 90,000
The Certificates due on January 1, 2022, are subject to mandatory redemption, in integral
multiples of$5,000 selected by lot by the Certificate Registrar, at a redemption price of par plus
accrued interest to the redemption date, on January 1 of the years and in the principal amounts as
follows:
YEAR PRINCIPAL AMOUNT
2021 $95,000
2022 (maturity) 100,000
(b) Optional Redemption. The Certificates due or subject to mandatory redemption on
January 1, 2011 and thereafter shall be subject to redemption prior to maturity at the option of
the City as a whole, or in part in integral multiples of $5,000, 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 January 1, 2010 and on any date thereafter, at the redemption price of
par plus accrued interest to the redemption date.
The Certificates shall be redeemed only in the principal amount of $5,000 and integral
multiples thereof. The City shall, at least forty-five (45) 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 principal amount and maturity or
maturities of Certificates to be redeemed. For purposes of any redemption of less than all of the
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outstanding Certificates of a single maturity, the particular Certificates or portions of Certificates
to be redeemed shall be selected by lot not more than sixty (60) days prior to the redemption date
by the Certificate Registrar, 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 of Certificates in principal amounts of $5,000 and integral multiples
thereof.
The Certificate Registrar shall promptly notify the City 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.
Section 11. Redemption Procedure. Unless waived by any holder of Certificates to be
redeemed, notice of the call for any such redemption shall be given by the Certificate Registrar
on behalf of the City by mailing the redemption notice by first class mail at least thirty (30) days
and not more than sixty (60) days prior to the date fixed for redemption to the 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.
The principal amounts of Certificates to be mandatorily redeemed in each year may be
reduced through the earlier optional redemption thereof, with any partial optional redemptions of
such Certificates credited against future mandatory redemption requirements in such order of the
mandatory redemption dates as the City may determine. In addition, on or prior to the 60th day
preceding any mandatory redemption date, the Certificate Registrar may, and if directed by the
Council shall, purchase Certificates required to be retired on such mandatory redemption date.
Any such Certificates so purchased shall be cancelled and the principal amount thereof shall be
credited against the mandatory redemption required on such next mandatory redemption date.
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All notices of redemption shall state:
(1) the redemption date,
(2) the redemption price,
(3) if less than all outstanding Certificates are to be redeemed, the identification
(and, in the case of partial redemption, the respective principal amounts) of the
Certificates to be redeemed,
(4) 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,
(5) the place where such Certificates are to be surrendered for payment of the
redemption price, which place of payment shall be the principal corporate trust office of
the Certificate Registrar maintained for such purpose, and
(6) such other information then required by custom, practice or industry
standard.
Prior to any redemption date, the City shall deposit with the Certificate Registrar 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.
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. Installments
of interest due on or prior to the redemption date shall be payable as herein provided for payment
of interest. Upon surrender for any partial redemption of any Certificate, there shall be prepared
for the registered holder a new Certificate or Certificates of the same maturity in the amount of
the unpaid principal.
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If any Certificate or portion of Certificate called for redemption shall not be so paid upon
surrender thereof for redemption, the principal shall, until paid, 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 12. 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
set 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
UNUED CTTY OF YORKVILLE
REFUNDING DEBT CERTIFICATE, SERIES 2002A
See Reverse Side for
Additional Provisions.
Interest Maturity Dated CUSIP
Rate: % Date: January 1, 20_ Date: December 15, 2002 Number:
Registered Owner: CEDE & CO.
Principal Amount:
KNOW ALL PERSONS BY THESE PRESENTS that the United City of Yorkville, Kendall
County, Illinois, a City and political subdivision of the State of Illinois (the "City"), hereby
acknowledges itself to owe and for value received promises to pay from the sources 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 January 1 and July 1 of each year,
commencing July 1, 2003, 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 principal corporate trust principal corporate trust office maintained for
such purpose by BNY Midwest Trust Company, Chicago, Illinois, 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 City maintained by the Certificate Registrar at the close
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of business on the applicable Record Date (the "Record Date"). The Record Date shall be the
15th day of the month next preceding any regular or other interest payment date occurring on the
1st day of such month and 15 days preceding any interest payment date occasioned by the
redemption of Certificates on other than the first day of the month. Interest shall be paid by
check or draft of the Certificate Registrar, payable upon presentation in lawful money of the
United States of America, mailed to the address of such Registered Owner as it appears on such
registration books or at such other address 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 executed by the manual or duly authorized facsimile
signature of its Mayor and attested by the manual or duly authorized facsimile signature of 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
ATTEST:
City Clerk
[SEAL]
Date of Authentication:
CERTIFICATE Certificate Registrar and Paying Agent:
OF BNY Midwest Trust Company
AUTHENTICATION Chicago, Illinois
This Certificate is one of the Certifi-
cates described in the within-mentioned
Ordinance and is one of the Refunding
Debt Certificates, Series 2002A, having a
Dated Date of December 15, 2002, of the
United City of Yorkville, Kendall County,
Illinois.
BNY MIDWEST TRUST COMPANY,
as Certificate Registrar
Authorized Officer
as Certificate Registrar
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[FORM OF CERTIFICATE- REVERSE SIDE]
This Certificate is one of a series (the "Certificates") in the aggregate principal amount
of$1,280,000 issued by the City to provide for the Refunding, 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
(collectively, "Applicable Law"), and with the Ordinance, which has been duly passed by the
City Council of the City on the 10th day of December, 2002, in all respects as by law required.
The Certificates have been issued in evidence of the indebtedness incurred pursuant to a
Refunding Loan Agreement (the "Refunding Loan Agreement"), dated as of the 15th day of
December, 2002, entered into by and between the City and Bernardi Securities, Inc., Chicago,
Illinois, 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;
redemption and notice and procedure for redemption; and such other terms and provisions
relating to security and payment as are set forth in the Ordinance; to which reference is hereby
expressly made; and to all the terms of which the registered owner hereof is hereby notified and
shall be subject.
The City and the 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.
The City has designated this Certificate as a "qualified tax-exempt obligation"
pursuant to Section 265(b)(3) of the Internal Revenue Code of 1986, as amended.
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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 13. Sale of Certificates. The Certificates shall be executed as in this Ordinance
provided as soon after the passage hereof as may be, shall be deposited with the Treasurer, and
shall thereupon be delivered to the Purchaser upon payment of the Purchase Price, plus accrued
interest to date of delivery. The contract for the sale of the Certificates to the Purchaser (the
"Purchase Contract") is hereby in all respects approved and confirmed, and the officer(s) of the
City designated in the Purchase Contract are authorized and directed to execute the Purchase
Contract on behalf of the City, it being hereby declared that, to the best of the knowledge and
belief of the members of the Council, after due inquiry, no person holding any office of the City,
either by election or appointment, is in any manner financially interested, either directly in his or
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her own name or indirectly in the name of any other person, association, trust or corporation, in
the Purchase Contract for the sale of the Certificates to the Purchaser.
The use by the Purchaser of any Preliminary Official Statement and any final Official
Statement relating to the Certificates and before the Council at the time of the adoption hereof is
hereby ratified, approved and authorized; the execution and delivery of said final Official
Statement is hereby authorized; and the officers of the Council are hereby authorized to take any
action as may be required on the part of the City to consummate the transactions contemplated
by the Purchase Contract, this Ordinance, said Preliminary Official Statement, said final Official
Statement and the Certificates.
Section 14. Creation of Funds and Appropriations.
A. There is hereby created the "Refunding Debt Certificates, Series 2002A, 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 determined by the Council, transferred to such other fund as may be
determined. Moneys in the Certificate Fund shall be applied to pay interest when due and
principal when due at maturity.
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
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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 Certificate Fund.
C. The amount necessary from the principal proceeds of the Certificates, together with
such additional amounts as may be necessary from the general funds of the City, shall be either
used for payment of expenses of issuing the Certificates or be used to provide for the Refunding.
Section 15. General Arbitrage Covenants. 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 City also agrees and covenants with the purchasers and holders of the Certificates
from time to time outstanding that, to the extent possible under Illinois law, it will comply with
whatever federal tax law is adopted in the future which applies to the Certificates and affects the
tax-exempt status of the Certificates.
The Council hereby authorizes the officials of the City responsible for issuing the
Certificates, the same being the Mayor, City Clerk and Treasurer, to make such further covenants
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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 in the Certificates will be exempt
from federal income taxation. In connection therewith, the City and the Council 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 supporting 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 16. 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 is 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.
Section 17. Qualified Tax-exempt Obligations. The City recognizes the provisions of
Section 265(b)(3) of the Code which provide that a "qualified tax-exempt obligation" as therein
defined may be treated by certain financial institutions as if it were acquired on August 7, 1986,
for certain purposes. The City hereby designates the Bonds for purposes of Section 265(b)(3) of
the Code as a"qualified tax-exempt obligation" as provided therein.
Section 18. 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
-27-
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 cancel and/or destroy Certificates which have been paid at maturity or upon earlier
redemption or submitted for exchange or transfer; (d) to furnish the City at least annually a
certificate with respect to Certificates cancelled and/or destroyed; and (e) 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 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
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Registrar shall, however, be responsible for any representation in its certificate of authentication
on Certificates.
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. 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$50,000,000. The City Clerk is hereby directed to file a certified
copy of this Ordinance with the Certificate Registrar.
Section 19. Continuing Disclosure Undertaking . The Mayor is hereby authorized,
empowered and directed to execute and deliver a Continuing Disclosure Undertaking under
Section (b)(5) of Rule 15c2-12 adopted by the Securities and Exchange Commission pursuant to
the Securities Exchange Act of 1934, as amended (the "Continuing Disclosure Undertaking").
When the Continuing Disclosure Undertaking is executed and delivered on behalf of the City as
herein provided, the Continuing Disclosure Undertaking will be binding on the City and the
officers, employees and agents of the City, and the officers, employees and agents of the City are
hereby authorized, empowered and directed to do all such acts and things and to execute all such
documents as may be necessary to carry out and comply with the provisions of the Continuing
Disclosure Undertaking as executed. Notwithstanding any other provision of this Ordinance, the
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sole remedy for failure to comply with the Continuing Disclosure Undertaking shall be the
ability of the beneficial owner of any Certificate to seek mandamus or specific performance by
court order to cause the City to comply with its obligations under the Continuing Disclosure
Undertaking.
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Section 20. 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 10th day of December, 2002, pursuant to a
roll call vote as follows:
PAUL JAMES A Q1 kh MARTY MUNNS
RICHARD STICKA MIKE ANDERSON SWQ�
VALERIE BURD ROSE SPEARS
LARRY KOT JOSEPH BESCO
APPROVED by me, as Mayor of the United City of Yorkville, Kendall County, Illinois, the
10th day of December, 2002.
MAYOR v'
PASSED by the City Council of the United City of Yorkville, Kendall County, Illinois, the
10th day of December, 2002.
Atte
CTT LERK
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Alderman moved and Alderman
seconded the motion that said ordinance as presented and read by the City Clerk be adopted.
After a full discussion thereof, the Mayor directed that the roll be called for a vote upon
the motion to adopt said ordinance as read.
Upon the roll being called, the following Aldermen voted AYE: _
and the following Aldermen voted NAY:
Whereupon the Mayor declared the motion carried and said ordinance adopted, approved
and signed the same in open meeting and directed 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, which was
done.
Other business not pertinent to the adoption of said ordinance was duly transacted at said
meeting.
Upon motion duly made, seconded and carried, the meeting was adjourned.
City 8erk.
STATE OF ILLINOIS )
SS
COUNTY OF KENDALL )
CERTIFICATION OF MINUTES
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, and as such official I am the keeper of the
records and files of the City Council thereof(the "Council").
I further certify that the foregoing is a full, true and complete transcript of that portion of
the minutes of the meeting of the Council held on the 10th day of December, 2002, insofar as the
same relates to the adoption of Ordinance No. entitled:
AN ORDINANCE of the United City of Yorkville, Kendall County,
Illinois, authorizing and providing for a Refunding Loan
Agreement for the purpose of refunding an outstanding installment
contract of the City, and authorizing and providing for the issue of
$1,280,000 Refunding Debt Certificates, Series 2002A, evidencing
the rights to payment under such Refunding Loan Agreement,
prescribing the details of the Refunding Loan Agreement and
Certificates, and providing for the security for and means of
payment under the Refunding Loan Agreement of the Certificates.
a true, correct and complete copy of which said ordinance as adopted at said meeting appears in
the foregoing transcript of the minutes of said meeting.
I do further certify that the deliberations of the Council on the adoption of said ordinance
were conducted openly, that the vote on the adoption of said ordinance was taken openly, that
said meeting was held at a specified time and place convenient to the public, that notice of said
meeting was duly given to all of the news media requesting such notice, that an agenda for said
meeting was posted at the location where said meeting was held and at the principal office of the
Council at least 48 hours in advance of the holding of said meeting, that said agenda contained a
separate specific item concerning the proposed adoption of said ordinance, that said meeting was
called and held in strict compliance with the provisions of the Open Meetings Act of the State of
Illinois, as amended, and with the provisions of the Illinois Municipal Code of the State of
Illinois, as amended, and that the Council has complied with all of the provisions of said Act and
said Code and with all of the procedural rules of the Council.
IN WITNESS WHEREOF, I hereunto affix my official signature and seal of said City, this
10th day of December, 2002.
Cit Clerk
(SEAL)
MINUTES of a regular public meeting of the City Council of the
United City of Yorkville, Kendall County, Illinois, held at the City
Hall, 800 Game Farm Road, Yorkville, Illinois, in said City at 7:00
o'clock P.M., on the 10th day of December, 2002.
The Mayor called the meeting to order and directed the City Clerk to call the roll.
Upon the roll being called, the following Aldermen at said location answered present:
The following Aldermen were absent from the meeting:
The Mayor announced that an offer had been received for the purchase of the City's
Refunding Debt Certificates, Series 2002A, and that the City Council would consider the
adoption of an ordinance providing for the issue of said certificates and the security and means of
payment therefor.
Whereupon Aldermanc- presented and there was incorporated
into the record in full an ordinance as follows:
1438051.01.03
2104743•KK• 12/10/02
. 312-726-7324
fax:312-726-1431
' 105 West Adams,Suite 1900•Chicago,Illinois 60603 e-mail:bernardi @bernardisecurities.com
www.bemardisecurities.com
December 10,2002
United City of Yorkville
Kendall County,Illinois
Dear Mayor and City Council:
We offer to purchase $1,280,000 United City of Yorkville, Kendall County, Illinois (the "City") Refunding Debt Certificates, Series
2002A (the "2002A Certificates"), to be dated December 15, 2002 with a first interest payment due July 1, 2003, for the sum of
$1,259,520.00 plus accrued interest to the date of delivery of the 2002A Certificates to us. The 2002A Certificates are to bear interest at
the following rates per annum:
$ 95,000 due 01/01/2005 @ 2.15%TERM 1 $130,000 due 01/01/2014 @ 4.55%TERM 5
$100,000 due 01/01/2007 @ 3.00%TERM 2 $145,000 due 01/01/2016 @ 4.70%TERM 6
$160,000 due 01/01/2010 @ 4.00%TERM 3 $160,000 due 01/01/2018 @ 4.90%TERM 7
$120,000 due 01/01/2012 @ 4.30%TERM 4 $175,000 due 01/01/2020 @ 5.00%TERM 8
$195,000 due 01/01/2022 @ 5.15%TERM 9
(1) Term Certificate due in 2005 is subject to mandatory sinking fund redemption as follows:
$45,000 due 01/01/2004 $50,000 due 01/01/2005(Final Maturity)
(2) Term Certificate due in 2007 is subject to mandatory sinking fund redemption as follows:
$50,000 due 01/01/2006 $50,000 due 01/01/2007(Final Maturity)
(3) Term Certificate due in 2010 is subject to mandatory sinking fund redemption as follows:
$50,000 due 01/01/2008 $55,000 due 01/01/2009
$55,000 due 01/01/2010(Final Maturity)
(4) Term Certificate due in 2012 is subject to mandatory sinking fund redemption as follows:
$60,000 due 01/01/2011 $60,000 due 01/01/2012(Final Maturity)
(5) Term Certificate due in 2014 is subject to mandatory sinking fund redemption as follows:
$65,000 due 01/01/2013 $65,000 due 01/01/2014(Final Maturity)
(6) Term Certificate due in 2016 is subject to mandatory sinking fund redemption as follows:
$70,000 due 01/01/2015 $75,000 due 01/01/2016(Final Maturity)
(7) Term Certificate due in 2018 is subject to mandatory sinking fund redemption as follows:
$80,000 due 01/01/2017 $80,000 due 01/01/2018(Final Maturity)
(8) Term Certificate due in 2020 is subject to mandatory sinking fund redemption as follows:
$85,000 due 01/01/2019 $90,000 due 01/01/2020(Final Maturity)
(9) Term Certificate due in 2022 is subject to mandatory sinking fund redemption as follows:
$95,000 due 01/01/2021 $100,000 due 01/01/2022(Final Maturity)
The 2002A Certificates maturing on or after January 1,2011,are subject to redemption prior to maturity at the option of the City,from
any available funds,in whole or in part,on any date on or after January 1,2010,and if in part,in such principal amounts and from such
maturities selected by the City,and if less than an entire maturity,in integral multiples of$5,000 selected by lot by the Certificate
Registrar,at a redemption price of par plus accrued interest to the date fixed for redemption.
Member NASD/Member SIPC
The 2002A Certificates are to be delivered to Bernardi Securities, Inc. in integral multiples of$5,000 and will be fully registered as to
principal and interest. The 2002A Certificates will be delivered without cost to Bernardi Securities, Inc. within 45 days of this contract.
Said 2002A Certificates are to be accompanied by an approving legal opinion of Chapman&Cutler,Chicago,Illinois,Bond Counsel,and
a certificate evidencing that no litigation is pending against the City which will affect the validity of the 2002A Certificates. The 2002A
Certificates have been designated as"qualified tax-exempt obligations"for the purpose and within the meaning of Section 265 (b)(3)of
the Internal Revenue Code of 1986,as amended. All costs of issuance are to be paid by the City.
The City covenants and agrees to enter into a written agreement or contract, constituting an undertaking(the"Undertaking")to provide
ongoing disclosure about the City,for the benefit of the registered owners or beneficial owners of the 2002A Certificates on or before the
date of delivery of the 2002A Certificates as required under Section (b)(5) of Rule 15c2-12, as amended (the "Rule"), adopted by the
Securities and Exchange Commission under the Securities Exchange Act of 1934. The Undertaking shall be as described in the Official
Statement,with such changes as may be agreed in writing by the Underwriter.
Upon the sale of the 2002A Certificates, the City will publish a Final Official Statement in substantially the same form as the Near-
Final/Preliminary Official Statement with insertion of the following information: the offering price(s), interest rate(s),aggregate principal
amount, principal amount per maturity, delivery date, and identifying Bernardi Securities, Inc. as the successful purchaser. The Final
Official Statement shall be supplied to Bernardi Securities, Inc. in sufficient time to accompany any confirmation that requests payment
from any customer, but in no event later than seven (7) business days after the sale date. The City agrees to deliver the Final Official
Statements in sufficient quantities as requested by Bernardi Securities, Inc. Bernardi Securities, Inc. agrees to supply the City within 24
hours after the award of the 2002A Certificates,all necessary pricing information necessary to complete the Final Official Statement used
in connection with the sale of the 2002A Certificates.
The City agrees to notify Bernardi Securities,Inc.of any material developments impacting the City or the 2002A Certificates of which the
City becomes aware of after the delivery of the 2002A Certificates.
For Information Purposes Only
Gross Interest Cost From December 15,2002 $ 690.072.33
Plus:Discount $ 20,480.00
Net Interest Cost $ 710,552.33
Net Interest Rate 4.8879%
This bid is for immediate acceptance.
BERN I SECUR IES,INC.
Lo Lamberti
First Vice President
The above proposal accepted by the action of the Mayor and the City Council of the United City of Yorkville,Kendall County,Illinois
this date of December 10,2002.
i
(Seal)
C. �ex t
City Mayor
United City of Yorkville
Kendall County,Illinois
<f�ttestJ vim .
J
COPY
REFUNDING LOAN AGREEMENT for the Refunding of an Installment
Contract of the United City of Yorkville, Kendall County, Illinois.
THIS REFUNDING LOAN AGREEMENT (this "Agreement") made as of the 15th day of
December, 2002 by and between Bernardi Securities, Inc,, Chicago, Illinois (the "Purchaser"),
and the United City of Yorkville, Kendall County, Illinois (the "City"):
WITNESSETN
A. The Illinois Municipal Code, as amended (the "Act"), and the Local Government
Debt Reform Act, as amended (the "Debt Reform Act"), authorize the City to purchase real
estate and personal property for public purposes under contracts providing for payment in
installments.
B. The Debt Reform Act provides that any such contract may provide for installment
payments of principal and interest to be made at stated intervals during a certain period not to
exceed 20 years; and that a City may issue certificates evidencing the indebtedness incurred
pursuant to such contract.
C. Pursuant to and in accordance with the Act, the City has heretofore entered into
an In Contract, dated as of June 1, 1999, by and between the City and Lite Construction,
Inc., Montgomery, Illinois (the "Installment Contract"), and pursuant to an ordinance adopted
by the City Council of the City (the "Council") on the 13th day of May, 1999,.the City delivered
the Installment Contract in an original principal amount of$1,350,000, of which $1,237,000 will
be outstanding after January 1, 2003, and is subject to prepayment in full or in part in inverse
order of installments at the option of the City at any time without prepayment penalty at the
Prepayment price of the prepayment amount,plus the interest accrued thereon to the date of such
prepayment.
D. The Council deems it necessary, and advisable and in the best interests of the City
that the City refinance its obligation under the Installment Contract, by entering into this
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4. TAx COVENANTS
The covenants relating to the Tax-exempt status of the Certificates, as set forth in the
Ordinance, insofar as may be applicable, apply to the Refunding and the payments made under
this Agreement.
S. LAWFUL CORPORATE O$LIGATJON
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 City represents and warrants that the total amount due the Purchaser hereunder,
together with all other indebtedness of the City, is within all statutory and constitutional debt
limitations. For the purpose of providing the funds necessary to pay the installments of interest
and principal due under this Refunding Loan Agreement, the City irrevocably 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 this.Refunding Loan Agreement.
6. GENERAL COVENANT AND RPCITAL
It is hereby certified and recited by the Purchaser 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 Refunding Loan Agreement did exist, have happened,
been done and performed in regular and due form and time as required by law.
7. No SEPARATE TAx
THE PURCHASER 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 OF A SPECIAL TAX UNLIMITED AS TO RATE OR AMOUNT TO PAY ANY OF THE
AMOUNTS DUE HEREUNDER,
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and each of the terms as defined in the Ordinance is also incorporated by reference for use in this
Refunding Loan Agreement.
Now, THEREFORE, in consideration of the mutual covenants and agreements hereinafter
contained, and other valuable consideration, it is mutually agreed by and between the Purchaser
and the City as follows:
1. LOAN
In order to refinance the Outstanding Certificates, the City agrees to borrow from the
Purchaser and the Purchaser agrees to lend to the City the sum of$1,280,000, and the City agrees
to repay said sum in accordance with this Refunding Loan Agreement.
2. PAYMENTS
The payment of the entire sum of$1,280,000 of said loan amount shall:
(a) be payable in installments due on the dates and in the amounts;
(b) bear interest at the rates per annum which interest shall also be 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.
3. ASSIGNMENT
Rights to payment of the Purchaser as provided in this Refunding Loan Agreement are
assigned as a matter of law, under the Debt Reform Act to the owners of the Certificates. This
Refunding Loan 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.
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S. DEFAULT
In the event of a default in payment hereunder by the City, the Purchaser 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 Refunding Loan Agreement, including,
without limitation, an action for specific performance.
IN WITNESS WHEREOF, the Purchaser has caused this Refunding Loan Agreement to be
executed by its duly authorized officers, and the City, by its Council, has caused this Refunding
Loan Agreement to be executed by its Mayor and attested by the City Clerk, and the seal of the
City to be hereunto affixed, all as of the day and year first above written.
UNITED CITY OF YORKVILLE,
(SEAL) I{F-NDALL COUNTY, ILLINOIS
B f!�
Attest: Mayor
City Cl
BERNARDI SECURITIES, INC,
(SEAL) Chicago, Illinois
By
Its
Attest:
Its
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8. DEFAULT
In the event of a default in payment hereunder by the City, the Purchaser or any
Certificateholder may pursue any available remedy by suit at law or equity to enforce the
payment of all amounts due or to becotne due under this Refunding Loan Agreement, including,
without limitation, an action for specific performance.
IN WITNESS WHEREOF, the Purchaser has caused this Refunding Loan Agreement to be
executed by its duly authorized officers, and the City, by its Council, has caused this Refunding
Loan Agreement to be executed by its Mayor and attested by the City Clerk, and the seal of the
City to be hereunto affixed, all as of the day and year first above written.
UNITED CITY OP YORKVILLE,
(SEAL) KENDALL COUNTY, ILLINOIS
By
Attest:
Mayor
City Clerk
BERNARDI SECMTIES, INC.
(SEAL) Chicago,Illinois
By
Attest: Its
Its t✓� r-
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