Ordinance 1999-11 STATE OF ILLINOIS )
COUNTY OF KENDALL )
Revised May 13, 1999
R 4- 11
AN ORDINANCE AUTHORIZING AND PROVIDING
FOR AN INSTALLMENT CONTRACT AND
THE ASSIGNMENT THEREOF IN CONNECTION WITH THE
PURCHASE OF A NEW CITY HALL ADMINISTRATIVE BUILDING
IN AND FOR THE UNITED CITY OF YORKVILLE,
KENDALL COUNTY, ILLINOIS;
AUTHORIZING AND PROVIDING FOR A
CERTIFICATE TRUST AGREEMENT IN ORDER TO FINANCE
THE PURCHASE PRICE OF SAID IMPROVEMENTS,
AND RELATED MATTERS
WHEREAS, it is deemed advisable, necessary and in the best interests of the residents of
the United City of Yorkville, Kendall County, Illinois (the"CITY"), that a new City Hall
Administrative Building within the CITY as more fully described in the Installment Contract
(defined herein)be purchased(the"PROJECT"), all in accordance with the plans and
specifications therefor prepared for the City Council of the CITY by May 13, 1999 approved by
the City Council and on file with the City Clerk of the CITY; and
WHEREAS,pursuant to the provisions of Section 11-61-3 of the Illinois Municipal
Code, as amended(the"MUNICIPAL CODE"), the CITY has the power to purchase either real
estate or personal property for public purposes through contracts which provide for the
consideration for such purchase to be paid through installments to be made at stated intervals
during a certain period of time,but, in no case, shall such contracts provide for the consideration
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during a certain period of time, but, in no case, shall such contracts provide for the consideration
to be paid during a period of time in excess of ten years; and
WHEREAS, Lite Construction. Inc.. Mongomery, Illinois (the"CONTRACTOR"), has
entered into a contract(the"CONSTRUCTION CONTRACT") for the sum of$1,303,718.00
(subject to additions and deductions as provided in the CONSTRUCTION CONTRACT) to
construct and install the PROJECT and convey the PROJECT to the CITY; and
WHEREAS, the CITY does not have sufficient funds on hand to pay the cost of
purchasing the PROJECT and to pay the purchase price and related costs incurred in connection
therewith(including, without limitation, the fees of the engineer and other professionals), it is
necessary that the CITY enter into an installment contract with the CONTRACTOR, which shall
incorporate the CONSTRUCTION CONTRACT,providing for the payments thereunder to be
made in installments with interest on the unpaid balance(the"INSTALLMENT CONTRACT");
and
WHEREAS, the CONTRACTOR has agreed to assign all of its rights to payment under
the INSTALLMENT CONTRACT (the "ASSIGNMENT") to Yorkville National Bank.
Yorkville, Illinois (the"ASSIGNEE"), for consideration to be paid to the CITY, which
consideration the CITY shall use to pay the CONTRACTOR for the PROJECT in accordance
with the terms of the CONSTRUCTION CONTRACT; and
WHEREAS, the CITY wishes to assist in the assignment of the INSTALLMENT
CONTRACT to the ASSIGNEE to facilitate performance of the CONSTRUCTION
CONTRACT; and
WHEREAS, in order to obtain moneys to purchase the CONTRACTOR's payment rights
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under the INSTALLMENT CONTRACT, the ASSIGNEE will issue certificates of participation
in installment purchase payments to be made by the CITY (the"CERTIFICATES")pursuant to a
Certificate Trust Agreement(the"CERTIFICATE AGREEMENT")between the ASSIGNEE
and the CITY; and
WHEREAS,Yorkville National Bank, Yorkville, Illinois (the"PURCHASER"),will
purchase the CERTIFICATES pursuant to an official bid form submitted by the Purchaser and
accepted by the CITY(the"PURCHASE AGREEMENT"); and
WHEREAS, it is necessary for the City Council to provide for the INSTALLMENT
CONTRACT,the ASSIGNMENT, the CERTIFICATE AGREEMENT, the PURCHASE
AGREEMENT and to authorize and direct the execution of the same together with certain other
documents and the performance of acts necessary or convenient in connection with the
implementation of this Ordinance:
Now, THEREFORE, It Is Hereby Ordained by the City Council of the United City of
Yorkville, Kendall County, Illinois, as follows:
Section 1. The preambles of this Ordinance are hereby incorporated herein as if set
out herein in full.
Section 2. It has been and it is hereby determined by the City Council that it is
advisable and necessary that the PROJECT be purchased and constructed and installed in and for
the CITY, all as herein above described in the preambles of this Ordinance, and for the purpose
of paying the purchase price and related costs thereof, the CITY enter into,pursuant to the
MUNICIPAL CODE and the provisions of the Local Government Debt Reform Act, as
amended, the INSTALLMENT CONTRACT in substantially the form set forth in Exhibit"A"
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attached hereto and by this reference incorporated herein and made a part hereof,providing for
the payments thereunder to be made as set forth in the INSTALLMENT CONTRACT with
interest on the unpaid balance to be paid as set forth in the INSTALLMENT CONTRACT.
Section 3. The CITY hereby represents,warrants and agrees that each payment due
under the INSTALLMENT CONTRACT shall be a general obligation of the CITY payable from
the corporate funds of the CITY and such other sources of payment as are otherwise lawfully
available. For the purpose of providing the funds necessary to pay the installments of interest
and principal due under the INSTALLMENT CONTRACT, the CITY agrees and covenants to
make provision therefor in the annual budget to be duly adopted by the City Council, all in the
manner, form and time as provided by law.
Section 4. From and after the effective date of this Ordinance,the Mayor and City
Clerk be and they are hereby authorized and directed to execute the INSTALLMENT
CONTRACT in substantially the form set forth in Exhibit"A",but with such changes as may be
approved by the officers executing the same, such approval to.be evidenced by the execution
thereof, and to do all things necessary and essential to effectuate the provisions of the
INSTALLMENT CONTRACT, as executed, including the execution of any documents and
certificates incidental thereto or necessary to carry out the provisions thereof.
Section 5. The assignment of payments under the INSTALLMENT CONTRACT by
the CONTRACTOR to the ASSIGNEE be and the same is hereby approved, and after the
effective date of this Ordinance, the Mayor and the City Clerk be and they are hereby authorized
and directed to execute the ASSIGNMENT in substantially the form set forth in Exhibit`B"
attached hereto and by reference incorporated herein and made a part hereof,but with such
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changes as may be approved by the officers executing the same, such approval to be evidenced
by the execution thereof, and to do all things necessary and essential to effectuate the provisions
of the ASSIGNMENT, as executed, including the execution of any documents and certificates
incidental thereto or necessary to carry out the provisions thereof.
Section 6. From and after the effective date of this Ordinance, the Mayor and the City
Clerk are hereby authorized and directed to execute the CERTIFICATE AGREEMENT in
substantially the form attached hereto as Exhibit"C" and by this reference incorporated herein
and made a part hereof,but with such changes as may be approved by the officers executing the
same, such approval to be evidenced by the execution thereof, and to do all things necessary and
essential to effectuate the provisions of the CERTIFICATE AGREEMENT, as executed,
including the execution of any documents and certificates incidental thereto or necessary to carry
out the provisions thereof.
Section 7. It is hereby found and determined that the CONSTRUCTION
CONTRACT, the INSTALLMENT CONTRACT, the ASSIGNMENT, the CERTIFICATE
AGREEMENT and the PURCHASE AGREEMENT are in the best interests of the CITY and
that no person holding any office of the CITY, either by election or appointment, is in any
manner financially interested directly in his own name or indirectly in the name of any other
person, association, trust or corporation, in the CONSTRUCTION CONTRACT,the
INSTALLMENT CONTRACT, the ASSIGNMENT, the CERTIFICATE AGREEMENT or the
PURCHASE AGREEMENT.
Section 8. The CITY covenants that it will not take any action or fail to take any
action that would result in making the interest on the INSTALLMENT CONTRACT subject to
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federal income taxation. The CITY also agrees and covenants that, to the extent possible under
Illinois law, it will comply with whatever federal law is adopted in the fixture which applies to
the INSTALLMENT CONTRACT and affects the tax-exempt status of the interest on the
INSTALLMENT CONTRACT.
Section 9. The CITY hereby covenants that it will not issue any obligations of any
kind or for any purpose in excess of the total aggregate amount of$10,000,000 during the
calendar year 1999, and that the CITY hereby designates the INSTALLMENT CONTRACT as
an obligation being issued for the purposes of meeting the requirements of Section 265(b)(3)the
Internal Revenue Code of 1986 regarding"qualified tax exempt obligations".
Section 10. The Mayor of the CITY is hereby authorized, empowered and directed to
execute and deliver the Continuing Disclosure Undertaking (the"CONTINUING DISCLOSURE
UNDERTAKING") in substantially the form as now before the City Council. When the
CONTINUING DISCLOSURE UNDERTAKING is executed and delivered on behalf of the
CITY as herein provided, the CONTINUING DISCLOSURE UNDERTAKING will be binding
on the CITY and the officers, employees and agents of the CITY, and the officers, employees
and agents of the CITY are hereby authorized, empowered and directed to do all such acts and
things and to execute all such documents as may be necessary to carry out and comply with the
provisions of the CONTINUING DISCLOSURE UNDERTAKING as executed.
Notwithstanding any other provision of this Ordinance, the sole remedies for failure to comply
with the CONTINUING DISCLOSURE UNDERTAKING shall be the ability of the beneficial
owner of any CERTIFICATE to seek mandamus or specific performance by court order, to cause
the CITY to comply with its obligations under the CONTINUING DISCLOSURE
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UNDERTAKING.
Section 11. All ordinances, resolutions and other proceedings in conflict herewith be,
to the extent of such conflict, hereby repealed, and this Ordinance be effective forthwith upon its
adoption and approval.
Adopted May 13, 1999
AYES 71
NAYS C
ABSENT 1
Approved May 13, 1999
APPROVED:
MAYOR
Recorded in the City Records on May 13, 1999.
Attest:
I<. jt���
CITY CLERK
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EXHIBIT"A"
Installment Contract
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EXHIBIT `B"
Assignment
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EXHIBIT "C"
Certificate Agreement
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Alderman moved and Alderman y
seconded the motion that said ordinance as presented and read by the City Clerk be adopted.
After a full discussion thereof, including a public recital of the nature of the matter being
considered and such other information as would inform the public of the business being
conducted, the Mayor directed that the roll be called for a vote upon the motion to adopt the
ordinance as read.
Upon the roll being called the following Aldermen vo ed
r
AYES S u( 1
and the following Aldermen voted NAY: n NJ C-
Whereupon the Mayor declared the motion carried and the ordinance adopted and
henceforth did approve and sign the same in open meeting and did direct the City Clerk to record
the same in full in the records of this meeting of the City Council of the United City of Yorkville,
Kendall County, Illinois.
Other business not pertinent to the adoption of said ordinance was duly transacted at said
meeting.
Upon motion duly made and seconded, the meeting was adjourned.
City Clerk,United City of Yorkville,
Kendall County, Illinois
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STATE OF ILLINOIS )
) SS
COUNTY OF KENDALL )
CERTIFICATION OF ORDINANCE AND MINUTES
I, the undersigned, do hereby certify that I am the duly qualified and acting City Clerk of
the United City of Yorkville, Kendall County, Illinois (the"CITY"), and as such official I am the
keeper of the records and files of the CITY and the City Council of the CITY(the"CITY
COUNCIL").
I do further certify that the foregoing constitutes a full, true and complete transcript of the
minutes of the meeting of the CITY COUNCIL held on the 13th day of May, 1999, insofar as
same relates to the adoption of an ordinance entitled:
AN ORDINANCE authorizing and providing- for an installment contract
and the assignment thereof in connection with the purchase of street
improvements in and for the United City of Yorkville, Kendall County,
Illinois; authorizing and providing for a certificate trust agreement in order
to finance the purchase price of said improvements, and related matters.
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 CITY COUNCIL on the adoption of said
ordinance were conducted openly,that the vote on the adoption of said ordinance was taken
openly, that said meeting was called and held at a specified time and place convenient to the
public, that notice of said meeting was duly given to all news media requesting such notice, that
an agenda for said meeting was posted at the location where said meeting was held and at the
principal office of the CITY COUNCIL at least 48 hours in advance of the holding of said
meeting, 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, as amended, and that the CITY COUNCIL has complied with all of the
provisions of said Act and said Code and with all of the procedural rules of the CITY COUNCIL
in the passage of said ordinance.
IN WITNESS WHEREOF, I hereunto affix my official signature and the official seal of
the CITY, this 13th day of May, 1999.
City Clerk
(SEAL)
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