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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 -1- 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 -2- 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" -3- 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 -4- 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 -5- 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 -6- 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 -7- EXHIBIT"A" Installment Contract -8- EXHIBIT `B" Assignment -9- EXHIBIT "C" Certificate Agreement -10- 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 -1�- 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) -12-