Ordinance 2016-14 STATE OF RUP1098
COUNTY OF KENDALL
- FILED -
FEB 2 9 2016
&Ai A� MUM ac
KWALL COUNTY.
UNITED CITY OF YORKVILLE
KENDALL COUNTY
STATE OF ILLINOIS
ORDINANCE NUMBERc9QI(0-
AN ORDINANCE PROVIDING FOR ISSUANCE OF
UNITED CITY OF YORKVILLE, KENDALL COUNTY,ILLINOIS
SPECIAL SERVICE AREA NUMBERS 2005-108 AND 2005-109
SPECIAL TAX REFUNDING BONDS, SERIES 2016
ADOPTED BY THE
CITY COUNCIL
OF THE
UNITED CITY OF YORKVILLE
KENDALL COUNTY
STATE OF ILLINOIS
The 9th day of February,2016
Published in pamphlet form by authority of the City Council of the United City of Yorkville,
Kendall County,Illinois this 9th day of February,2016.
4820-4040-8874.7
ORDINANCE NO. 9016-14
AN ORDINANCE PROVIDING FOR ISSUANCE OF
UNITED CITY OF YORKVILLE,]KENDALL COUNTY,ILLINOIS
SPECIAL SERVICE AREA NUMBERS 2005-108 AND 2005-109
SPECIAL TAX REFUNDING BONDS,SERIES 2016
BE IT ORDAINED BY THE CITY COUNCIL OF THE UNITED CITY OF
YORKVILLE, KENDALL COUNTY,ILLINOIS,AS FOLLOWS:
Section 1. Findings and Declarations. It is found and declared by the City Council of
the United City of Yorkville,Kendall County,Illinois(the"Ciff")as follows:
a. The City has previously established (i) Special Service Area Number
2005-108 described more fully in Exhibit A-1 to this Ordinance pursuant to Ordinance
Number 2006-25 adopted on March 28, 2006 (the "SSA 2005-108 Establishing
Ordinance") and (ii) Special Service Area Number 2005-109 described more fully in
Exhibit A-2 to this Ordinance pursuant to Ordinance Number 2006-17 adopted on March
14, 2006 (the"SSA 2005-109 Establishing Ordinance" and together with the SSA 2005-
108 Establishing Ordinance collectively, the`Establishing Ordinance"), the provisions of
the Special Service Area Tax Law, 35 ILCS 200/27-5 et seq., as amended (the "Special
Service Area Act") and the provisions of Section 7 of Article VII of the 1970
Constitution of the State of Illinois, and has otherwise complied with all other conditions
precedent required by the Special Service Area Act.
b. It was deemed necessary and in the best interests of the City to provide
special services benefiting Special Service Area Number 2005-108 and Special Service
Area Number 2005-109 (collectively, the "Special Service Areas") consisting of the
acquisition, construction and installation of public improvements including, but not
limited to, engineering, surveying, soil testing and appurtenant work, mass grading and
demolition, storm water management facilities, storm drainage systems and storm sewers,
site clearing and tree removal, public water facilities, sanitary sewer facilities, erosion
control measures,roads, streets, curbs, gutters, street lighting, traffic controls, sidewalks,
paths and related street improvements, and equipment and materials necessary for the
maintenance thereof, landscaping, wetland mitigation,public park improvements and tree
installation, costs for land and easement acquisitions or dedications relating to any of the
foregoing improvements, required tap-on and related fees for water or sanitary sewer
services and other eligible costs to serve the Special Service Areas (the "Special
Services").
C. The City previously issued $14,980,000 principal amount of its Special
Service Area Number 2005-108 Special Tax Bonds, Series 2006 (Autumn Creek Project)
and $19,000,000 principal amount of its Special Service Area Number 2005-109 Special
Tax Bonds, Series 2006 (Bristol Bay I Project) (collectively, the "Prior Bonds") for the
purpose of paying a portion of the costs of the Special Services.
4820-4040-8874.7
d. In order to achieve debt service savings, it is in the best interests of the
City to refund all of the Prior Bonds.
e. The City does not have sufficient funds on hand or available from other
sources with which to pay the costs associated with refunding the Prior Bonds.
f. It is in the best interests of the City to issue an aggregate principal amount
of not to exceed $34,000,000 of its Special Service Area Numbers 2005-108 and 2005-
109 Special Tax Refunding Bonds, Series 2016 (the "Bonds") as provided in this
Ordinance and the Bond Order as defined in Section 2 hereof, to (i)pay or provide funds
to refund all of the Prior Bonds, (ii) fund any necessary reserve funds, (iii) pay the
insurance premium for the Bonds, if insured and (iv) pay the costs associated with the
issuance of the Bonds and the refunding of the Prior Bonds.
g. The City expects that the aggregate payments of principal of and interest
on the Bonds will be less than the aggregate payments of principal of and interest on the
Outstanding Prior Bonds.
h. The notice and hearing requirements set forth in Section 27-45 of the
Special Service Area Act do not apply to the Bonds because the interest rate on the Bonds
and the maximum period of time over which the Bonds will be retired will not be greater
than that set forth in the notices for the Prior Bonds. In addition, the debt service on the
Bonds will not exceed the debt service to be paid over the remaining duration of the Prior
Bonds and the amount needed to fund the Special Reserve, and the Administrative
Expense Fund.
i. After due publication of a notice as required by the Special Service Area
Act, a public hearing to consider the establishment of the Special Service Areas, the
issuance of the Prior Bonds for the purpose of paying the costs of the Special Services
and the manner in which the Prior Bonds were proposed to be retired and the proposed
tax levies, was held in accordance with law. No objection petitions were filed with
respect to the establishment of the Special Service Area or the issuance of the Prior
Bonds within the period of time allowed pursuant to the Special Service Area Act.
Section 2. Issuance of Bonds. The City shall borrow the sum of not to exceed
$34,000,000 by issuing the Bonds as provided in this Ordinance. The Bonds which shall be
designated "United City of Yorkville, Kendall County, Illinois Special Service Area Numbers
2005-108 and 2005-109 Special Tax Refunding Bonds, Series 2016," and shall be issued for the
purpose of providing a portion of the funds needed for refunding all of the Prior Bonds which
Prior Bonds were issued to provide funds needed to pay the Costs of the Special Services. The
Bonds shall be issued pursuant to the powers of the City pursuant to Section 7 of Article VII of
the 1970 Constitution of the State of Illinois; the Special Service Area Act; and the Local
Government Debt Reform Act, 30 ILCS 350/1 et seq. (the"Debt Act").
The Mayor is hereby authorized and directed to establish the final terms of the
Bonds as set forth in the City's Bond Order to be executed by the Mayor and attested by the City
Clerk(the"Bond Order"),but only within the parameters or on such terms as set forth in Section
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4820-4040-8874.7
4 of this Ordinance and in furtherance of such duty is hereby authorized and directed to execute
the Bond Order on behalf of the City. The Bonds shall be issued in such principal amounts, and
shall mature on such dates and bear interest at such rates and be subject to redemption as set
forth in the Bond Order.
Section 3. Approval of Documents. There have been submitted to the City Council
forms of the following documents relating to the issuance of the Bonds:
a. a form of Trust Indenture (the "Indenture") between the City and
Amalgamated Bank of Chicago, as Trustee, to be dated as of February 1, 2016, which
form of Indenture is attached as Exhibit B to this Ordinance;
b. a form of Bond Purchase Agreement (the `Bond Purchase Agreement")
between the City and William Blair & Company, L.L.C., as Underwriter (the
"Underwriter") to be dated as of the date the offer of the Underwriter to purchase the
Bonds is accepted by the City, which form of Bond Purchase Agreement is attached as
Exhibit C to this Ordinance;
C. a form of the preliminary Official Statement (the "Official Statement")
used by the Underwriter in its initial offering of the Bonds, which form of Official
Statement is attached as Exhibit D to this Ordinance; and
d. a form of the Continuing Disclosure Agreement by and between the City
and Amalgamated Bank of Chicago, which form of agreement is attached as Exhibit E to
this Ordinance.
e. a form of a Administrative Services Agreement to be entered into by and
between the Village and David Taussig & Associates, Inc. (the "Consultant") providing
for the administrative services to the Special Service Areas which agreement is attached
as Exhibit F to this Ordinance.
Such documents are approved as to form and substance and the Mayor and the City Clerk
of the City are authorized and directed to execute and deliver and/or authorize the use of such
documents on behalf of the City in the forms submitted with such additions, deletions and
completions of the same (including the establishment of the terms of the Bonds within the
parameters set forth in this Ordinance) as the Mayor and the City Clerk deem appropriate; and
when each such document is executed, attested, sealed and delivered on behalf of the City, as
provided herein, each such document will be binding on the City; from and after the execution
and delivery of each such document, 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
additional documents as may be necessary to carry out, comply with and perform the provisions
of each such document as executed; and each such document shall constitute, and hereby is
made, a part of this Ordinance, and a copy of each such document shall be placed in the official
records of the City, and shall be available for public inspection at the office of the City Clerk.
Either the Mayor or the City Clerk is authorized and directed, subject to the terms of the Bond
Purchase Agreement as executed,to execute the final Official Statement in substantially the form
of the preliminary Official Statement presented hereto with such changes, additions or deletions
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4820-4040-8874.7
as they deem appropriate to reflect the final terms of the Bonds, the Indenture and other matters.
The Mayor and the City Clerk are authorized to obtain a Bond Insurance Policy insuring the
payment of principal of and interest on the Bonds when due(the"Policy") from a bond insurer(a
"Bond Insurer") if the Mayor determines such Policy to be beneficial in connection with the sale
of the Bonds. The Mayor and City Clerk are hereby authorized on behalf of the City, to make
such customary covenants and agreements with the Bond Insurer as are not inconsistent with the
terms of this Ordinance and as may be required by the Bond Insurer to issue its Policy.
Section 4. Bond Terms; Bond Order. The Bonds shall be issued as provided in the
Indenture and shall be issued in the principal amount of not to exceed $34,000,000, shall be
dated, shall mature, shall bear interest at the rates (not to exceed in any year six and one half
percent (6.50%) per annum) and shall be subject to redemption at the times and prices as set
forth in the Indenture, and shall be sold to the Underwriter at a purchase price of not less than
98.5% of the principal amount of the Bonds with an original issue discount or premium of not to
exceed 5% of the principal amount of the Bonds, all as set forth in the Bond Purchase
Agreement. The execution and delivery of the Bond Purchase Agreement by the Mayor and the
City Clerk shall evidence their approval of the terms of the Bonds set forth above. The Bond
Order shall specify the principal amount of the Bonds, the date of the Bonds, the interest rate on
the Bonds, the redemption provisions of the Bonds, the purchase price of the Bonds, the identity
of any Bond Insurer, if any,and the final form of any commitment to provide the bond insurance
Policy and may include such other terms as are deemed necessary to provide for the sale of the
Bonds which are not inconsistent with this Ordinance. The Bond Order shall also provide for the
abatement of any special taxes levied for the Prior Bonds to be refunded. The execution and
delivery of the Bond Order, the Bond Purchase Agreement and the Indenture by the Mayor and
the City Clerk shall evidence their approval of the terms of the Bonds set forth above.
Section 5. Execution and Delivery of Bonds. The Mayor and the City Clerk are
authorized and directed to execute and deliver the Bonds and, together with other Authorized
Officers (as defined in the Indenture), to take all necessary action with respect to the issuance,
sale and delivery of the Bonds, all in accordance with the terms and procedures specified in this
Ordinance and the Indenture. The Bonds shall be delivered to the Trustee who is directed to
authenticate the Bonds and deliver the Bonds to the Underwriter upon receipt of the purchase
price for the Bonds.
The Bonds shall be in substantially the form set forth in the Indenture. Each Bond shall
be executed by the manual or facsimile signature of the Mayor and the manual or facsimile
signature of the City Clerk and shall have the corporate seal of the City affixed to it (or a
facsimile of that seal printed on it). The Mayor and the City Clerk(if they have not already done
so) are authorized and directed to file with the Illinois Secretary of State their manual signatures
certified by them pursuant to the Uniform Facsimile Signatures of Public Officials Act, as
amended, which shall authorize the use of their facsimile signatures to execute the Bonds. Each
Bond so executed shall be as effective as if manually executed. In case any officer of the City
whose signature or a facsimile of whose signature shall appear on the Bonds shall cease to be
such officer before authentication and delivery of any of the Bonds, that signature or facsimile
signature shall nevertheless be valid and sufficient for all purposes, the same as if the officer had
remained in office until delivery.
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4820-4040-8874.7
No Bond shall be valid for any purpose unless and until a certificate of authentication on
that Bond substantially in the form set forth in the bond form in the Indenture shall have been
duly executed by the Trustee. Execution of that certificate upon any Bond shall be conclusive
evidence that the Bond has been authenticated and delivered under this Ordinance.
Section 6. Bonds are Limited Obligations; Lew of Special Tax, Pledge. The Bonds
shall constitute limited obligations of the City, payable from the Special Taxes (as defined
below) to be levied on all taxable real property within the Special Service Area as provided
below. The Bonds shall not constitute the general obligations of the City and neither the full
faith and credit nor the unlimited taxing power of the City shall be pledged as security for
payment of the Bonds.
There are hereby levied Special Taxes upon all taxable real property within the Special
Service Area in accordance with the Special Tax Roll and Reports (as defined below) sufficient
to pay and discharge the principal of and interest on the Bonds (as defined in the Indenture) at
maturity or mandatory sinking fund redemption dates and to pay interest on the Bonds and any
indebtedness issued to refund the Bonds for each year at the interest rates to be set forth in
Section 2.4 of the Indenture and to pay for the Administrative Expenses (as defined in the
Indenture) of the City and Kendall County, if any, for each year and to fund and replenish any
reserve fund created and established pursuant to the Indenture including specifically the
following amounts for the following years(the"Special Taxes"):
For SSA 2005-108 For SSA 2005-109
An Amount Sufficient An Amount Sufficient
Year of Lew to Produce the Sum of: to Produce the Sum of:
2016 $1,053,288 $1,551,666
2017 $1,068,966 $1,574,850
2018 $1,085,126 $1,598,526
2019 $1,101,286 $1,622,482
2020 $1,117,786 $1,646,645
2021 $1,134,428 $1,671,373
2022 $1,151,410 $1,696,308
2023 $1,168,534 $1,721,808
2024 $1,185,998 $1,747,515
2025 $1,203,944 $1,773,709
2026 $1,221,890 $1,800,188
2027 $1,240,318 $1,827,154
2028 $1,258,746 $1,854,612
2029 $1,277,656 $1,882,350
2030 $1,296,906 $1,910,580
2031 $1,316,298 $1,939,297
2032 $1,336,030 $1,968,579
2033 $1,356,244 $1,998,068
2034 $1,376,600 $2,028,329
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4820-4040-8874.7
Pursuant to the Special Tax Rolls established by the Special Tax Roll and Reports
prepared by David Taussig and Associates for the Special Service Areas (the "Special Tax Roll
and Reports"), the Special Taxes shall be computed, extended and collected and divided among
the taxable real property within the Special Service Area in accordance with the terms of the
Establishing Ordinances and the Special Tax Roll and Reports. It shall be the duty of the City
and the City hereby covenants, annually on or before the last Tuesday of December for each of
the years 2016 through 2034 to calculate or cause the Consultant appointed pursuant to the
Indenture to calculate the Special Tax Requirement (as defined in the Indenture); to amend the
Special Tax Rolls pursuant to Section VI.E. of the Special Tax Roll and Reports; to adopt an
ordinance approving the amount of the current calendar year's Special Tax Requirement and
abating the Special Taxes levied pursuant to this Ordinance to the extent the taxes levied
pursuant to this Ordinance exceed the Special Tax Requirement as calculated by the Consultant
pursuant to the Establishing Ordinance and the Special Tax Roll and Reports; and provide the
County tax collector of Kendall County the amended Special Tax Roll. On or before the last
Tuesday of January for each of the years 2017 through 2035 the City shall notify the Trustee of
the amount of the Special Tax Requirement and the amount of the Special Taxes to be abated.
The City shall take all actions which shall be necessary to provide for the levy, extension,
collection and application of the taxes levied by this Ordinance, including enforcement of such
taxes as provided by law but only as set forth in Section 7(a)below.
The Special Taxes levied as provided above shall be deposited in the Bond and Interest
Fund created pursuant to the Indenture and are appropriated to and are irrevocably pledged to
and shall be used only for the purposes set forth in Section 6.1 of the Indenture.
Section 7. Special Covenants. The City covenants with the holders of the Bonds
from time to time outstanding that it(i)will take all actions which are necessary to be taken(and
avoid any actions which it is necessary to avoid being taken) so that interest on the Bonds will
not be or become included in gross income for federal income tax purposes under existing law,
including without limitation the Internal Revenue Code of 1986, as amended (the "Code"); (ii)
will take all actions reasonably within its power to take which are necessary to be taken (and
avoid taking any actions which are reasonably within its power to avoid taking and which are
necessary to avoid) so that the interest on the Bonds will not be or become included in gross
income for federal income tax purposes under the federal income tax laws as in effect from time
to time; and(iii) will take no action or permit any action in the investment of the proceeds of the
Bonds, amounts held under the Indenture or any other funds of the City which would result in
making interest on the Bonds subject to federal income taxes by reason of causing the Bonds to
be "arbitrage bonds" within the meaning of Section 148 of the Code, or direct or permit any
action inconsistent with the regulations under the Code as promulgated and as amended from
time to time and as applicable to the Bonds. The Mayor, the City Clerk, the City Treasurer and
other Authorized Officers of the City are authorized and directed to take all such actions as are
necessary in order to carry out the issuance and delivery of the Bonds including, without
limitation, to make any representations and certifications they deem proper pertaining to the use
of the proceeds of the Bonds and other moneys held under the Indenture in order to establish that
the Bonds shall not constitute arbitrage bonds as so defined.
The City further covenants with the holders of the Bonds from time to time outstanding
that:
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4820-4040-8874.7
a. it will take all actions, if any, which shall be necessary in order further to
provide for the levy, extension, collection and application of the Special Taxes imposed
by or pursuant to this Ordinance or the Establishing Ordinances, including enforcement
of the Special Taxes by providing the County of Kendall with such information as is
deemed necessary to enable it to include the property subject to the delinquent tax in the
County Collector's annual tax sale and in the event the tax lien is forfeited at such tax
sale upon request of any Bond Insurer or a majority of the Bondholders by instituting
proceedings, including assigning to the Trustee its right to purchase as a taxing district
the unpaid taxes due upon the property all in the manner provided by law; provided,
however, that the obligation to purchase unpaid taxes, or institute any proceeding shall
only arise in the event the City makes the determination that sufficient funds are on
deposit in the Administrative Expense Fund to apply to the purchase of the unpaid taxes
and/or pay the costs of any proceeding;
b. it will not take any action which would adversely affect the levy,
extension, collection and application of the Special Taxes, except to abate the Special
Taxes to the extent permitted by the Special Tax Roll and Reports and to release the lien
on a parcel upon prepayment of the Special Tax for such parcel as described in the
Indenture and as provided in this Ordinance; and
C. it will comply with all present and future laws concerning the levy,
extension and collection of the Special Taxes; in each case so that the City shall be able
to pay the principal of and interest on the Bonds as they come due and replenish the
Reserve Fund to the Reserve Requirement and it will take all actions necessary to assure
the timely collection of the Special Taxes, including without limitation, the enforcement
of any delinquent Special Taxes as described in paragraph(a)above.
Promptly following the date of issuance of the Bonds, the City shall file with the County
an Ordinance abating the Special Taxes levied for the Prior Bonds pursuant to the bond
ordinances adopted for the Prior Bonds for the levy years as specified in the Bond Order.
Section 8. Additional Authority. The Mayor, the City Clerk and the other officers of
the City are authorized to execute and deliver on behalf of the City such other documents,
agreements and certificates and to do such other things consistent with the terms of this
Ordinance as such officers and employees shall deem necessary or appropriate in order to
effectuate the intent and purposes of this Ordinance, including, without limitation, to make any
representations and certifications they deem proper pertaining to the use of the proceeds of the
Bonds in order to establish that the Bond and the Prior Bonds shall not constitute arbitrage bonds
as defined in Section 7 above.
Section 9. Transfer of Funds; Defeasance of Prior Bonds. Amounts on deposit in the
funds and accounts created for the Prior Bonds may be applied to refund the Prior Bonds or with
respect to the Bond and Interest Fund or Reserve Fund established for the Prior Bonds, may be
transferred to the Bond and Interest Fund or any reserve fund created for the Bonds to the extent
not needed to defease the Prior Bonds as provided in the Bond Order.
7 ,
4820-4040-8874.7
The Prior Bonds to be refunded shall be called for redemption on the earliest date for
which notice of redemption may be provided in accordance with the Trust Indentures of the
Village pursuant to which the Prior Bonds were authorized (the "Prior Indentures") and as
specified in the Bond Order, at a price equal to 102% of the principal amount thereof, plus
accrued interest to the redemption date. Such redemption shall be conducted in accordance with
the provisions of the Prior Indentures.
Section 10. Filing of Ordinance. The City Clerk is directed to file a certified copy of
this Ordinance, and an accurate map of the Special Service Area, with the County Clerk of
Kendall County.
Section 11. Severability. If any section, paragraph, clause or provision of this
Ordinance (including any section, paragraph, clause or provision of any exhibit to this
Ordinance) shall be held invalid, the invalidity of such section, paragraph, clause or provision
shall not affect any of the other sections, paragraphs, clauses or provisions of this Ordinance (or
of any of the exhibits to this Ordinance).
Section 12. Repealer; Effect of Ordinance. All ordinances, resolutions and orders or
parts of ordinances, resolutions and orders in conflict with this Ordinance are repealed to the
extent of such conflict. The City Clerk shall cause this Ordinance to be published in pamphlet
form. This Ordinance shall be effective upon its passage and publication as provided by law.
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4820-4040-8874.7
PASSED BY THE CITY COUNCIL OF THE UNITED CITY OF YORKVILLE,
KENDALL COUNTY,ILLINOIS this q4b day of Ff_f ,2016.
VOTING AYE: CotAStnao, Koc+k, iNtuct+aul6e,l, Koj, Fumgi4D s04,atft TEEw�4G,� Tt}auus
VOTING NAY:
ABSENT:
ABSTAINED:
NOT VOTING:
APPROVED:
JL)�
May 6r
ATTEST:
City Clerk
9
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EXHIBIT
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A PLANNED UNIT DEVELOPMENT
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Exhibit A-1
UNITED CITY OF YORKVILLE
SPECIAL SERVICE AREA NUMBER 2005-108
PARCEL 1:
THAT PART OF THE WEST HALF OF SECTION 22, TOWNSHIP 37
NORTH, RANGE 7, EAST OF THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS
FOLLOWS: COMMENCING AT AN EXISTING IRON PIPE STAKE SAID TO BE OVER
THE ORIGINAL LOCATION OF A STONE IN THE CENTER LINE OF THE BRISTOL
AND OSWEGO ROAD, PREVIOUSLY DESCRIBED AS BEING 23.05 CHAINS WEST
AND NORTH 35 DEGREES 30 MINUTES WEST 11.02 CHAINS FROM THE SOUTHEAST
CORNER OF SAID SECTION 22; THENCE NORTH 34 DEGREES 59 MINUTES 00
SECONDS WEST, ALONG A LINE FORMING AN ANGLE OF 93 DEGREES 23 MINUTES
07 SECONDS WITH THE CENTERLINE OF U.S. ROUTE 34, MEASURED FROM
NORTHEAST TO NORTHWEST, 2,054.60 FEET FOR POINT OF BEGINNING; THENCE
SOUTH 52 DEGREES 08 MINUTES 00 SECONDS WEST, 825.40 FEET; THENCE NORTH
38 DEGREES 06 MINUTES 00 SECONDS WEST, 1,803.88 FEET TO THE CENTER LINE
OF KENNEDY ROAD; THENCE NORTHEASTERLY ALONG SAID CENTER LINE,
1,581.49 FEET TO A POINT WHICH IS 350.0 FEET SOUTHWESTERLY OF, AS
MEASURED ALONG SAID CENTER LINE, THE MOST EASTERLY CORNER OF
BRISTOL LAKE SUBDIVISION; THENCE SOUTH 38 DEGREES 15 MINUTES 40
SECONDS EAST, 1,639.93 FEET TO A LINE DRAWN NORTH 52 DEGREES 45 MINUTES
17 SECONDS EAST FROM THE POINT OF BEGINNING; THENCE SOUTH 52 DEGREES
45 MINUTES 17 SECONDS WEST, 750.69 FEET TO THE POINT OF BEGINNING, IN
BRISTOL TOWNSHIP,KENDALL COUNTY, ILLINOIS.
PARCEL 2:
THAT PART OF THE SOUTH HALF OF SECTION 15 AND THAT PART OF
THE NORTH HALF OF SECTION 22, TOWNSHIP 37 NORTH, RANGE 7, EAST OF THE
THIRD PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS: BEGINNING AT THE
SOUTHEASTERLY CORNER OF BRISTOL LAKE SUBDIVISION, AS PER THE PLAT
THEREOF FILED FOR RECORD AS DOCUMENT 137733 IN PLAT BOOK 10 AT PAGE 58
ON MAY 10, 1962; THENCE NORTHWESTERLY ALONG THE NORTHEASTERLY LINE
OF SAID SUBDIVISION 1988.0 FEET TO THE NORTHEASTERLY CORNER OF SAID
SUBDIVISION; THENCE NORTHWESTERLY ALONG A LINE MAKING AN ANGLE OF
180 DEGREES 13 MINUTES 25 SECONDS MEASURED COUNTER-CLOCKWISE FROM
THE LAST DESCRIBED COURSE, A DISTANCE OF 895.02 FEET TO AN EXISTING
IRON PIPE STAKE; THENCE EASTERLY ALONG AN OLD FENCE LINE FORMING AN
INTERIOR ANGLE OF 58 DEGREES 15 MINUTES 28 SECONDS WITH THE LAST
DESCRIBED COURSE, A DISTANCE OF 1298.88 FEET (19.68 CHAINS) TO AN IRON
PIPE STAKE HEREWITH PLACED; THENCE SOUTHEASTERLY ALONG AN OLD
ESTABLISHED LINE OF OCCUPATION FORMING AN INTERIOR ANGLE OF 124
DEGREES 23 MINUTES 38 SECONDS WITH THE LAST DESCRIBED COURSE A
DISTANCE OF 2185.47 FEET TO AN EXISTING IRON PIPE STAKE ON THE CENTER
A-1-1
4820-4040-8874.7
LINE OF KENNEDY ROAD WHICH IS 1213.59 FEET NORTHEASTERLY FROM THE
POINT OF BEGINNING, AS MEASURED ALONG SAID CENTER LINE; THENCE
SOUTHWESTERLY ALONG SAID CENTER LINE 1213.59 FEET TO THE POINT OF
BEGINNING,IN THE TOWNSHIP OF BRISTOL,KENDALL COUNTY, ILLINOIS.
PARCEL 3:
THAT PART OF THE NORTH HALF OF SECTION 22, TOWNSHIP 37
NORTH, RANGE 7, EAST OF THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS
FOLLOWS: BEGINNING AT THE SOUTHEASTERLY CORNER OF BRISTOL LAKE
SUBDIVISION AS PER THE PLAT THEREOF FILED FOR RECORD AS DOCUMENT
137733 IN PLAT BOOK 10 AT PAGE 58 ON MAY 10, 1962; THENCE NORTHEASTERLY
ALONG THE CENTER LINE OF KENNEDY ROAD, WHICH MAKES AN ANGLE OF 88
DEGREES 58 MINUTES 47 SECONDS WITH THE NORTHEASTERLY LINE OF SAID
SUBDIVISION, MEASURED CLOCKWISE THEREFROM, A DISTANCE OF 1213.59
FEET; THENCE SOUTHERLY ALONG AN OLD EXISTING LINE OF OCCUPATION
FORMING AN INTERIOR ANGLE OF 94 DEGREES 54 MINUTES 43 SECONDS WITH
THE LAST DESCRIBED COURSE, A DISTANCE OF 1228.39 FEET; THENCE
SOUTHWESTERLY PARALLEL WITH THE AFORESAID CENTER LINE OF KENNEDY
ROAD, 1348.57;THENCE NORTHWESTERLY ALONG A LINE FORMING AN INTERIOR
ANGLE OF 88 DEGREES 37 MINUTES 37 SECONDS WITH THE LAST DESCRIBED
COURSE A DISTANCE OF 1224.23 FEET TO A POINT ON THE SOUTHEASTERLY LINE
OF SAID BRISTOL LAKE SUBDIVISION WHICH IS 0.46 FEET SOUTHWESTERLY
FROM THE POINT OF BEGINNING; THENCE NORTHEASTERLY ALONG SAID
SOUTHEASTERLY LINE 0.46 FEET TO THE POINT OF BEGINNING, IN THE
TOWNSHIP OF BRISTOL, KENDALL COUNTY, ILLINOIS (EXCEPTING THEREFROM
THAT LAND CONVEYED TO KENNETH D. DOTY, JR., IN DEED RECORDED AS
DOCUMENT NUMBER R85-5973, DESCRIBED AS FOLLOWS: THAT PART OF THE
NORTHWEST QUARTER OF SECTION 22, TOWNSHIP 37 NORTH, RANGE 7, EAST OF
THE THIRD PRINCIPAL MERIDIAN DESCRIBED AS FOLLOWS: BEGINNING AT THE
SOUTHEASTERLY CORNER OF BRISTOL LAKE SUBDIVISION; THENCE
NORTHEASTERLY ALONG THE CENTER LINE OF KENNEDY ROAD, 299.54 FEET;
THENCE SOUTHEASTERLY AT RIGHT ANGLES TO THE LAST DESCRIBED COURSE,
287.11 FEET; THENCE SOUTHWESTERLY, AT RIGHT ANGLES TO THE LAST
DESCRIBED COURSE, 306.88 FEET TO THE EASTERLY LINE OF A TRACT OF LAND
CONVEYED TO HERBERT L. RUCKS BY A WARRANTY DEED RECORDED AUGUST
1, 1966 IN BOOK 149 ON PAGE 303; THENCE NORTHWESTERLY ALONG SAID
EASTERLY LINE TO A POINT ON SAID CENTER LINE WHICH IS 0.46 FEET
SOUTHWESTERLY OF THE POINT OF BEGINNING; THENCE NORTHEASTERLY
ALONG SAID CENTER LINE, 0.46 FEET TO THE POINT OF BEGINNING, IN BRISTOL
TOWNSHIP,KENDALL COUNTY,ILLINOIS).
PARCEL 4:
THAT PART OF SECTION 22, TOWNSHIP 37 NORTH, RANGE 7, EAST OF,
THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS: COMMENCING AT
THE SOUTHEASTERLY CORNER OF BRISTOL LAKE SUBDIVISION AS PER THE
A-1-2
4820-4040-8874.7
PLAT THEREOF FILED FOR RECORD AS DOCUMENT 137733 IN PLAT BOOK 10 AT
PAGE 58 ON MAY 10, 1962; THENCE NORTHEASTERLY ALONG THE CENTER LINE
OF KENNEDY ROAD WHICH MAKES AN ANGLE OF 88 DEGREES 58 MINUTES 47
SECONDS WITH THE NORTHEASTERLY LINE OF SAID SUBDIVISION, MEASURED
CLOCKWISE THEREFROM, A DISTANCE OF 1213.59 FEET; THENCE SOUTHERLY
ALONG AN OLD EXISTING LINE OF OCCUPATION FORMING AN INTERIOR ANGLE
OF 94 DEGREES 54 MINUTES 43 SECONDS WITH THE LAST DESCRIBED COURSE, A
DISTANCE OF 1228.39 FEET; THENCE SOUTHWESTERLY PARALLEL WITH THE
AFORESAID CENTER LINE OF KENNEDY ROAD, 1364.57 FEET FOR THE POINT OF
BEGINNING; THENCE NORTHEASTERLY ALONG THE LAST DESCRIBED COURSE
1348.57 FEET TO THE PENULTIMATE DESCRIBED POINT; THENCE
SOUTHEASTERLY ALONG A LINE FORMING AN INTERIOR ANGLE OF 94 DEGREES
54 MINUTES 43 SECONDS WITH THE LAST DESCRIBED COURSE, A DISTANCE OF
1402.38 FEET; THENCE SOUTHWESTERLY ALONG A LINE FORMING AN INTERIOR
ANGLE OF 84 DEGREES 52 MINUTES 28 SECONDS WITH THE LAST DESCRIBED
COURSE (BEING A LINE DRAWN PARALLEL WITH THE CENTER LINE OF U.S.
HIGHWAY ROUTE 34) A DISTANCE OF 2301.24 FEET; THENCE NORTHWESTERLY
ALONG A LINE DRAWN NORTH 35 DEGREES 30 MINUTES WEST FROM A POINT ON
THE SOUTHERLY LINE OF SAID SECTION 22 WHICH IS 23.03 CHAINS WEST OF THE
SOUTHEAST CORNER OF SAID SECTION 22 (SAID LINE FORMING AN INTERIOR
ANGLE OF 93 DEGREES 23 MINUTES 07 SECONDS WITH THE LAST DESCRIBED
COURSE) A DISTANCE OF 914.67 FEET; THENCE NORTHEASTERLY ALONG A LINE
FORMING AN INTERIOR ANGLE OF 92 DEGREES 15 MINUTES 44 SECONDS WITH
THE LAST DESCRIBED COURSE 877.73 FEET; THENCE NORTHWESTERLY ALONG A
LINE FORMING AN INTERIOR ANGLE OF 263 DEGREES 11 MINUTES 34 SECONDS
WITH THE LAST DESCRIBED COURSE, A DISTANCE OF 392.38 TO THE POINT OF
BEGINNING,IN THE TOWNSHIP OF BRISTOL, KENDALL COUNTY, ILLINOIS.
PARCEL 5:
THAT PART OF SECTION 22, TOWNSHIP 37 NORTH, RANGE 7, EAST OF
THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS: COMMENCING AT
THE SOUTHEASTERLY CORNER OF BRISTOL LAKE SUBDIVISION AS PER THE
PLAT THEREOF FILED FOR RECORD AS DOCUMENT 137733 IN PLAT BOOK 10,
PAGE 58 ON MAY 10, 1962; THENCE NORTHEASTERLY ALONG THE CENTER LINE
OF KENNEDY ROAD FORMING AN ANGLE OF 88 DEGREES 58 MINUTES 47
SECONDS WITH THE NORTHEASTERLY LINE OF SAID SUBDIVISION, MEASURED
CLOCKWISE THEREFROM, A DISTANCE OF 1213.59 FEET; THENCE SOUTHERLY
ALONG AN OLD EXISTING LINE OF OCCUPATION FORMING AN INTERIOR ANGLE
OF 94 DEGREES 54 MINUTES 43 SECONDS WITH THE LAST DESCRIBED COURSE,
2630.77 FEET FOR THE POINT OF BEGINNING; THENCE SOUTHEASTERLY ALONG
THE PROLONGATION OF THE LAST DESCRIBED COURSE 1142.51 FEET TO THE
CENTER LINE OF U.S. HIGHWAY ROUTE 34; THENCE SOUTHWESTERLY ALONG
SAID CENTER LINE FORMING AN INTERIOR ANGLE WITH THE LAST DESCRIBED
COURSE OF 84 DEGREES 52 MINUTES 28 SECONDS, 2336.0 FEET TO AN EXISTING
IRON PIPE STAKE SAID TO BE OVER THE ORIGINAL LOCATION OF A STONE IN THE
CENTER LINE OF THE ORIGINAL BRISTOL AND OSWEGO ROAD PREVIOUSLY
A-1-3
4820-4040-8874.7
DESCRIBED AS BEING 23.05 CHAINS WEST AND THENCE NORTH 35 DEGREES 30
MINUTES WEST 11.02 CHAINS FROM THE SOUTHEAST CORNER OF SAID SECTION
22; THENCE NORTH 35 DEGREES 30 MINUTES WEST ALONG A LINE FORMING AN
INTERIOR ANGLE OF 93 DEGREES 23 MINUTES 07 SECONDS WITH THE LAST
DESCRIBED COURSE 1139.93 FEET TO A LINE DRAWN SOUTHWESTERLY
PARALLEL WITH SAID CENTER LINE OF SAID ROUTE NO. 34 FROM THE POINT OF
BEGINNING; THENCE NORTHEASTERLY ALONG SAID PARALLEL LINE FORMING
AN INTERIOR ANGLE OF 86 DEGREES 36 MINUTES 53 SECONDS WITH THE LAST
DESCRIBED COURSE 2301.24 FEET TO THE POINT OF BEGINNING, IN THE
TOWNSHIP OF BRISTOL,KENDALL COUNTY,ILLINOIS.
EXCEPTING THEREFROM THE FOLLOWING DESCRIBED PARCEL:
THAT PART OF THE SOUTH HALF OF SECTION 22, TOWNSHIP 37
NORTH, RANGE 7, EAST OF THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS
FOLLOWS: COMMENCING AT THE SOUTHEAST CORNER OF LOT 27, IN BRISTOL
LAKE SUBDIVISION, ACCORDING TO THE PLAT THEREOF RECORDED AS
DOCUMENT 137733 IN PLAT BOOK 10, AT PAGE 58, ON MAY 10, 1962; THENCE
SOUTH 33 DEGREES 58 MINUTES 14 SECONDS EAST 33.00 FEET TO THE
CENTERLINE OF KENNEDY ROAD; THENCE NORTH 55 DEGREES 00 MINUTES 21
SECONDS EAST 299.54 FEET AS MEASURED ALONG SAID CENTERLINE; THENCE
SOUTH 34 DEGREES 59 MINUTES 39 SECONDS EAST 287.11 FEET; THENCE SOUTH
55 DEGREES 00 MINUTES 21 SECONDS WEST 306.92 FEET; THENCE SOUTH 33
DEGREES 37 MINUTES 35 SECONDS EAST 1,329.42 FEET; THENCE SOUTH 47
DEGREES 27 MINUTES 46 SECONDS EAST 1,247.97 FEET TO THE POINT OF
BEGINNING; THENCE SOUTH 34 DEGREES 46 MINUTES 42 SECONDS EAST 65.00
FEET; THENCE SOUTH 27 DEGREES 32 MINUTES 48 SECONDS EAST 238.32 FEET;
THENCE SOUTH 34 DEGREES 46 MINUTES 42 SECONDS EAST 588.35 FEET TO THE
NORTHERLY RIGHT OF WAY LINE OF U.S. ROUTE 34 PER GRANT DATED APRIL 13,
1923 AND RECORDED APRIL 18, 1923 IN BOOK 76, PAGE 82, AND BY GRANT DATED
APRIL 7, 1923 AND RECORDED APRIL 18, 1923 IN DEED RECORDED IN BOOK 76,
PAGE 30; THENCE SOUTH 55 DEGREES 12 MINUTES 58 SECONDS WEST 997.93 FEET
AS MEASURED ALONG SAID RIGHT OF WAY LINE; THENCE NORTH 38 DEGREES 09
MINUTES 48 SECONDS WEST 891.55 FEET; THENCE NORTH 55 DEGREES 13
MINUTES 34 SECONDS EAST 1,080.56 FEET TO THE POINT OF BEGINNING, ALL IN
KENDALL COUNTY,ILLINOIS.
A-1-4
4820-4040-8874.7
Exhibit A-2
UNITED CITY OF YORKVILLE
SPECIAL SERVICE AREA NUMBER 2005-109
[Portion North of Galena Road]
THAT PART OF SECTIONS 4 AND 9 IN TOWNSHIP 37 NORTH, RANGE 7 EAST OF THE
THIRD PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS: COMMENCING AT THE
NORTHEAST CORNER OF THE SOUTHEAST QUARTER OF SAID SECTION 4;
THENCE SOUTH 89 DEGREES 05 MINUTES 15 SECONDS WEST, ALONG THE NORTH
LINE OF SAID SOUTHEAST QUARTER, 1087.07 FEET FOR THE POINT OF
BEGINNING; THENCE SOUTH 00 DEGREES 14 MINUTES 26 SECONDS EAST, 725.09
FEET; THENCE NORTH 89 DEGREES 05 MINUTES 15 SECONDS EAST, 1087.08 FEET
TO THE EAST LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 4; THENCE
SOUTH 00 DEGREES 14 MINUTES 27 SECONDS EAST, ALONG THE EAST LINE OF
THE SOUTHEAST QUARTER OF SAID SECTION 4, 1924.04 FEET TO THE SOUTHEAST
CORNER OF THE SOUTHEAST QUARTER OF SAID SECTION 4; THENCE SOUTH 00
DEGREES 00 MINUTES 23 SECONDS WEST, ALONG THE EAST LINE OF THE
NORTHEAST QUARTER OF SAID SECTION 9, 1582.30 FEET; THENCE
NORTHWESTERLY ALONG A CURVE TO THE LEFT WITH A RADIUS OF 11520.00
FEET AND A CHORD BEARING OF NORTH 72 DEGREES 24 MINUTES 24 SECONDS,
AN ARC LENGTH OF 1132.95 FEET; THENCE NORTH 75 DEGREES 13 MINUTES 39
SECONDS WEST, 50.13 FEET; THENCE NORTH 14 DEGREES 46 MINUTES 21
SECONDS EAST, 882.65 FEET; THENCE NORTH 75 DEGREES 13 MINUTES 39
SECONDS WEST, 600.00 FEET; THENCE SOUTH 14 DEGREES 46 MINUTES 21
SECONDS WEST, 539.21 FEET; THENCE NORTH 75 DEGREES 29 MINUTES 39
SECONDS WEST, 208.25 FEET; THENCE SOUTH 87 DEGREES 42 MINUTES 08
SECONDS WEST, 115.27 FEET; THENCE SOUTHWESTERLY ALONG A CURVE TO
THE RIGHT WITH A RADIUS OF 680.00 FEET AND A CHORD BEARING OF SOUTH 08
DEGREES 42 MINUTES 26 SECONDS WEST, AN ARC LENGTH OF 140.94 FEET;
THENCE SOUTH 14 DEGREES 38 MINUTES 41 SECONDS WEST, 143.79 FEET;
THENCE SOUTHEASTERLY ALONG A CURVE TO THE LEFT WITH A RADIUS OF
25.00 FEET AND A CHORD BEARING OF SOUTH 30 DEGREES 17 MINUTES 29
SECONDS EAST, AN ARC LENGTH OF 39.21 FEET; THENCE NORTH 75 DEGREES 13
MINUTES 39 SECONDS WEST,, 1040.30 FEET; THENCE NORTH 00 DEGREES 01
MINUTES 41 SECONDS WEST, 222.94 FEET; THENCE SOUTH 89 DEGREES 58
MINUTES 19 SECONDS WEST, 368.68 FEET; THENCE NORTH 19 DEGREES 50
MINUTES 05 SECONDS WEST, 831.41 FEET; THENCE SOUTH 89 DEGREES 00
MINUTES 40 SECONDS WEST, 331.94 FEET; THENCE NORTH 00 DEGREES 59
MINUTES 56 SECONDS WEST, 949.25 FEET; THENCE NORTH 89 DEGREES 00
MINUTES 40 SECONDS EAST, 385.09 FEET; THENCE NORTH 00 DEGREES 51
MINUTES 52 SECONDS WEST, 379.98 FEET; THENCE SOUTH 89 DEGREES 00
MINUTES 40 SECONDS WEST, 331.75 FEET; THENCE NORTH 00 DEGREES 37
MINUTES 06 SECONDS EAST, 907.69 FEET; THENCE SOUTH 89 DEGREES 55
MINUTES 02 SECONDS WEST, 335.39 FEET TO THE EAST RIGHT OF WAY LINE OF
A-2-1
4820-4040-8874.7
ILLINOIS ROUTE NO. 47; THENCE NORTH 00 DEGREES 57 MINUTES 52 SECONDS
EAST ALONG SAID EAST RIGHT OF WAY LINE, 80.01 FEET; THENCE NORTH 89
DEGREES 55 MINUTES 02 SECONDS EAST, 171.45 FEET; THENCE NORTH 00
DEGREES 32 MINUTES 06 SECONDS EAST, 5.72 FEET TO THE NORTH LINE OF THE
SOUTHWEST QUARTER OF SAID SECTION 4; THENCE NORTH 89 DEGREES 05
MINUTES 15 SECONDS EAST, ALONG SAID NORTH LINE, 2990.11 FEET TO THE
POINT OF BEGINNING, IN THE TOWNSHIP OF BRISTOL, KENDALL COUNTY,
ILLINOIS.
[Portion south of Galena Road]
THAT PART OF SECTIONS 9 AND 10 IN TOWNSHIP 37 NORTH, RANGE 7 EAST OF
THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS: COMMENCING AT
THE SOUTHEAST CORNER OF THE NORTHWEST QUARTER OF THE SOUTHWEST
QUARTER OF SAID SECTION 9; THENCE SOUTH 89 DEGREES 04 MINUTES 59
SECONDS WEST, ALONG THE SOUTH LINE OF THE NORTHWEST QUARTER OF THE
SOUTHWEST QUARTER OF SAID SECTION 9, 16.50 FEET FOR THE POINT OF
BEGINNING; THENCE NORTH 16 DEGREES 42 MINUTES 16 SECONDS EAST, 1391.17
FEET; THENCE NORTH 14 DEGREES 45 MINUTES 06 SECONDS EAST, 1940.59 FEET;
THENCE SOUTH 75 DEGREES 13 MINUTES 39 SECONDS EAST, 1563.43 FEET;
THENCE SOUTH 14 DEGREES 46 MINUTES 21 SECONDS WEST, 250.00 FEET;
THENCE SOUTH 75 DEGREES 13 MINUTES 39 SECONDS EAST, 350.00 FEET; THENCE
NORTH 14 DEGREES 46 MINUTES 21 SECONDS EAST, 250.00 FEET; THENCE SOUTH
75 DEGREES 13 MINUTES 39 SECONDS EAST, 144.21 FEET; THENCE
SOUTHEASTERLY ALONG A CURVE TO THE RIGHT WITH A RADIUS OF 11400.00
FEET AND A CHORD BEARING OF SOUTH 71 DEGREES 42 MINUTES 58 SECONDS
EAST, AN ARC LENGTH OF 1395.73 FEET; THENCE SOUTH 22 DEGREES 02 MINUTES
45 SECONDS WEST, 324.61 FEET; THENCE SOUTH 08 DEGREES 47 MINUTES 21
SECONDS EAST, 103.70 FEET; THENCE SOUTH 07 DEGREES 55 MINUTES 29
SECONDS EAST, 102.94 FEET; THENCE SOUTH 21 DEGREES 01 MINUTES 10
SECONDS EAST, 102.94 FEET; THENCE SOUTH 37 DEGREES 33 MINUTES 02
SECONDS EAST, 103.76 FEET; THENCE SOUTH 59 DEGREES 21 MINUTES 35
SECONDS EAST, 103.34 FEET; THENCE SOUTH 67 DEGREES 57 MINUTES 15
SECONDS EAST, 728.53 FEET; THENCE SOUTH 67 DEGREES 57 MINUTES 04
SECONDS EAST, 149.67 FEET; THENCE SOUTH 54 DEGREES 48 MINUTES 46
SECONDS EAST, 61.99 FEET; THENCE SOUTH 29 DEGREES 42 MINUTES 01
SECONDS EAST, 63.34 FEET; THENCE SOUTH 19 DEGREES 52 MINUTES 58
SECONDS EAST, 393.83 FEET; THENCE SOUTH 42 DEGREES 12 MINUTES 32
SECONDS EAST, 202.95 FEET; THENCE SOUTH 13 DEGREES 09 MINUTES 03
SECONDS WEST, 13.75 FEET; THENCE NORTH 76 DEGREES 50 MINUTES 57
SECONDS WEST, 477.07 FEET; THENCE SOUTH 13 DEGREES 09 MINUTES 09
SECONDS WEST, 246.59 FEET; THENCE SOUTH 30 DEGREES 33 MINUTES 27
SECONDS EAST, 163.94 FEET; THENCE SOUTH 12 DEGREES 43 MINUTES 25
SECONDS WEST, 205.80 FEET TO THE SOUTH LINE OF THE NORTH HALF OF THE
SOUTHWEST QUARTER OF SECTION 10; THENCE SOUTH 89 DEGREES 03 MINUTES
52 SECONDS WEST, ALONG SAID SOUTH LINE, 955.11 FEET; THENCE SOUTH 89
A-2-2
4820-4040-8874.7
DEGREES 01 MINUTES 11 SECONDS WEST, ALONG THE SOUTH LINE OF THE
NORTH HALF OF THE SOUTHEAST QUARTER OF SAID SECTION 10, 2656.76 FEET;
THENCE SOUTH 89 DEGREES 04 MINUTES 59 SECONDS WEST, 1343.04 FEET TO THE
POINT OF BEGINNING,IN BRISTOL TOWNSHIP,KENDALL COUNTY,ILLINOIS.
A-2-3
4820-4040-8874.7
EXHIBIT B
TRUST INDENTURE
between
UNITED CITY OF YORKVILLE,ILLINOIS
and
AMALGAMATED BANK OF CHICAGO
as Trustee
Dated as of February 1,2016
UNITED CITY OF YORKVILLE,KENDALL COUNTY,ILLINOIS
SPECIAL SERVICE AREA NUMBERS 2005-108 AND 2005-109
SPECIAL TAX REFUNDING BONDS,SERIES 2016
4830-5794-3594.6
TABLE OF CONTENTS
ARTICLE 1 STATUTORY AUTHORITY AND DEFINITIONS................................................3
Section 1.1 Authority for this Indenture........................................................................3
Section 1.2 Agreement for Benefit of Owners of the Series 2016 Bonds.....................3
Section1.3 Definitions...................................................................................................4
ARTICLE 2 BOND DETAILS.......................................................................................................9
Section 2.1 Purpose of Issuance; Amount of Series 2016 Bonds.................................. 9
Section 2.2 Form; Denominations;Numbers.................................................................9
Section 2.3 Date of Bonds: CUSIP Identification Numbers.........................................9
Section 2.4 Maturity;Interest Rate.............................................................................. 10
Section2.5 Interest....................................................................................................... 10
Section 2.6 Form of Series 2016 Bonds;Execution; Authentication.......................... 10
Section 2.7 Payment of the Series 2016 Bonds........................................................... 11
Section 2.8 Appointment of Trustee...................................................................
......... 11
Section 2.9 Registration of Series 2016 Bonds; Persons Treated as Owners.............. 11
Section 2.10 Global Form; Securities Depository......................................................... 12
Section 2.11 Additional Bonds...................................................................................... 13
ARTICLE 3 REDEMPTION OF SERIES 2016 BONDS............................................................ 13
Section 3.1 Mandatory Sinking Fund Redemption...................................................... 13
Section 3.2 Optional Redemption................................................................................ 14
Section 3.3 Mandatory Redemption upon Condemnation and Change in
Density...................................................................................................... 14
Section 3.4 Special Mandatory Redemption from Optional Prepayment of
SpecialTax................................................................................................ 15
Section 3.5 Redemption Provisions;Notice of Redemption....................................... 15
Section 3.6 Purchase in Lieu of Redemption............................................................... 16
ARTICLE 4 APPLICATION OF PROCEEDS............................................................................ 17
Section 4.1 Application of Proceeds............................................................................ 17
ARTICLE 5 SECURITY FOR THE SERIES 2016 BONDS....................................................... 17
Section 5.1 Limited Obligations.................................................................................. 17
Section 5.2 Levy of Special Tax................................
ARTICLE 6 FUNDS AND ACCOUNTS.................................................................................... 19
Section 6.1 Bond and Interest Fund............................................................................. 19
Section6.2 Reserve Fund............................................................................................20
Section 6.3 Special Reserve Fund................................................................................21
Section 6.4 Administrative Expense Fund...................................................................22
Section 6.5 Rebate Fund..............................................................................................22
Section 6.6 Investment of Funds..................................................................................22
ARTICLE 7 COVENANTS AND AGREEMENTS OF THE CITY...........................................23
Section7.1 Tax Covenants..........................................................................................23
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4830-5794-3594.6
Section 7.2 Levy and Collection of Taxes...................................................................24
Section 7.3 Proper Books and Records........................................................................25
Section 7.4 Against Encumbrances..............................................................................25
Section 7.5 Continuing Disclosure Undertaking.........................................................25
Section 7.6 Municipal Bond Insurance Policy; Covenants In Favor of Bond
Insurer.......................................................................................................25
ARTICLE 8 DEFAULTS AND REMEDIES...............................................................................31
Section 8.1 Events of Default......................................................................................31
Section8.2 Remedies...................................................................................................32
Section 8.3 Notice of Default.......................................................................................32
Section 8.4 Termination of Proceedings by Trustee....................................................32
Section 8.5 Right of Bondholders to Control Proceedings..........................................33
Section 8.6 Right of Bondholders to Institute Suit......................................................33
Section8.7 Suits by Trustee.........................................................................................33
Section 8.8 Remedies Cumulative...............................................................................33
Section 8.9 Waiver of Default.....................................................................................34
Section 8.10 Application of Moneys After Default.......................................................34
ARTICLE9 TRUSTEE................................................................................................................35
Section 9.1 Appointment of the Trustee......................................................................35
Section 9.2 Performance of Duties..............................................................................35
Section 9.3 Instruments Upon Which Trustee May Rely............................................36
Section 9.4 Trustee not Responsible for Recitals and Other Matters..........................37
Section 9.5 Trustee May Acquire Series 2016 Bonds.................................................37
Section 9.6 Qualification of Trustee............................................................................37
.Section 9.7 Resignation or Removal of Trustee and Appointment of Successor........38
Section 9.8 Concerning the Successor Trustee............................................................39
Section 9.9 Monthly Statements..................................................................................39
ARTICLE 10 SUPPLEMENTAL INDENTURES ......................................................................39
Section 10.1 Supplemental Indentures Not Requiring Consent of Bondholders...........39
Section 10.2 Supplemental Indentures Requiring Consent of Bondholders..................40
Section 10.3 Supplemental Indenture to Modify this Indenture....................................41
Section 10.4 Trustee May Rely Upon Opinion of Counsel Re: Supplemental
Indenture...................................................................................................41
Section10.5 Notation.....................................................................................................41
Section 10.6 Opinion of Bond Counsel.........................................................................42
ARTICLE1.1 DEFEASANCE......................................................................................................42
Section11.1 Defeasance................................................................................................42
ARTICLE 12 MISCELLANEOUS ..............................................................................................44
Section12.1 Severability...............................................................................................44
Section12.2 Notices......................................................................................................44
Section12.3 Holidays....................................................................................................45
Section 12.4 Execution of Counterparts........................................................................45
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4830-5794-3594.6
Section12.5 Applicable Law.........................................................................................45
Section 12.6 Immunity of Officers,Employees,Elected Officials of City...................45
Exhibit A-1— United City of Yorkville Special Service Area Number 2005-108 Legal Description
Exhibit A-2— United City of Yorkville Special Service Area Number 2005-109 Legal Description
Exhibit B — Form of Bond
Exhibit C — Form of Satisfaction of Tax Lien
Exhibit D — Form of Disbursement Request
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4830-5794-3594.6
TRUST INDENTURE
THIS TRUST INDENTURE (the "Indenture") is made and entered into as of February
1, 2016, by and between the United City of Yorkville, Kendall County, Illinois, a municipal
corporation organized and existing under and by virtue of the Constitution and laws of the State
of Illinois (the "City"), and Amalgamated Bank of Chicago, Chicago, Illinois, a state banking
corporation,as trustee(the"Trustee").
WITNESSETH:
WHEREAS, by Ordinance No. 2006-25 adopted at a meeting held on March 28, 2006,
the City has established the "United City of Yorkville Special Service Area Number 2005-108"
as further described in Exhibit A-1 to this Indenture (the "Special Service Area Number 2005-
108"); and
WHEREAS, by Ordinance No. 2006-17 adopted at a meeting held on March 14, 2006,
the City has established the "United City of Yorkville Special Service Area Number 2005-109"
as further described in Exhibit A-2 to this Indenture (the "Special Service Area Number 2005-
109"); and
WHEREAS, pursuant to Ordinance No. 2006-26 adopted at a meeting commenced and
finally adjourned on March 28,2006 and pursuant to the Special Service Area Tax Law,35 ILCS
200/27-5, et seq. (the "Special Service Area Act") it was determined in the best interests of the
City to issue $14,980,000 principal amount of the United City of Yorkville Special Service Area
Number 2005-108, Special Tax Bonds, Series 2006 (Autumn Creek Project) (the "Autumn
Creek Bonds") for the purpose of providing a portion of the funds needed for costs of the Special
Services(as defined below)within Special Service Area Number 2005-108; and
WHEREAS,pursuant to Ordinance No. 2006-18 adopted at a meeting held on March 14,
2006 and pursuant to the Special Service Area Act it was determined in the best interests of the
City to issue $19,000,000 principal amount of the United City of Yorkville Special Service Area
Number 2005-109, Special Tax Bonds, Series 2006 (Bristol Bay I Project) (the "Bristol Bay
Bonds"and together with the Autumn Creek Bonds, the"Series 2006 Bonds") for the purpose of
providing a portion of the funds needed for costs of the Special Services within Special Service
Area Number 2005-109; and
WHEREAS, pursuant to Ordinance No. adopted at a meeting held on February 9,
2016, and a Bond Order executed pursuant thereto (the "Bond Ordinance") and pursuant to the
Special Service Area Act it was determined in the best interests of the City to issue Not to
Exceed $34,000,000 principal amount of the United City of Yorkville Special Service Area
Numbers 2005-108 and 2005-109, Special Tax Refunding Bonds, Series 2016 (the "Series 2016
Bonds")for the purpose of refunding the Series 2006 Bonds; and
WHEREAS, the Bond Ordinance authorized the Mayor and City Clerk to establish
certain specific terms of the Series 2016 Bonds by executing and delivering a Bond Purchase
Agreement with the Purchaser(defined below); and
4830-5794-3594.6
WHEREAS, pursuant to the terms so established the City will issue $
principal amount of Series 2016 Bonds upon the terms specified in this Indenture;and
WHEREAS, it is in the public interest and for the benefit of the City, Special Service
Area Number 2005-108 and Special Service Area Number 2005-109 (collectively, the "Special
Service Areas") and the owners of the Series 2016 Bonds that the City enter into this Indenture
to provide for the issuance of the Series 2016 Bonds, the disbursement of proceeds of the Series
2016 Bonds,the deposit of the Special Taxes levied pursuant to the Bond Ordinance securing the
Series 2016 Bonds, and the administration and payment of the Series 2016 Bonds;and
WHEREAS, all things necessary to cause the Series 2016 Bonds, when executed by the
City and issued as provided in the Special Service Area Act,the Local Government Debt Reform
Act (as defined below), the Bond Ordinance and this Indenture, to be legal, valid and binding
and special obligations of the City in accordance with their terms, and all things necessary to
cause the creation, authorization, execution and delivery of this Indenture and the creation,
authorization, execution and issuance of the Series 2016 Bonds, subject to the terms of this
Indenture,have in all respects been duly authorized;
NOW,THEREFORE,THIS INDENTURE OF TRUST WITNESSETH:
GRANTING CLAUSES
That the City in consideration of the premises,the acceptance by the Trustee of the trusts
created hereby and the purchase and acceptance of the Series 2016 Bonds by the owners thereof,
and of the sum of one hundred dollars, lawful money of the United States of America, to it duly
paid by the Trustee at or before the execution and delivery of these presents, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, in
order to secure the payment of the principal of,premium, if any, and interest on the Series 2016
Bonds according to their tenor and effect, and to secure the performance and observance by the
City of all the covenants expressed or implied herein and in the Series 2016 Bonds, does hereby
pledge and assign, and grant a security interest in,the following to the Trustee,and its successors
in trust and assigns forever, to secure the performance of the obligations of the City hereinafter
set forth;
GRANTING CLAUSE FIRST
All right, title and interest of the City in and to the Special Taxes(defined below) and any
monies held under this Indenture by the Trustee,including the proceeds of the Series 2016 Bonds
and the interest,profits and other income derived from the investment thereof other than amounts
held by the Trustee in the Administrative Expense Fund, the Special Reserve Fund and the
Rebate Fund;
GRANTING CLAUSE SECOND
All funds, monies, property and security and any and all other rights and interests in
property whether tangible or intangible from time to time hereafter by delivery or by writing of
any kind, conveyed, mortgaged, pledged, assigned or transferred as and for additional security
hereunder for the Series 2016 Bonds by the City or by anyone on its behalf or with its written
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4830-5794-3594.6
consent including without limitation the Bond Insurance Policy and the proceeds paid
thereunder,to the Trustee,which is hereby authorized to receive any and all such property at any
and all times and to hold and apply the same subject to the terms hereof;
TO HAVE AND TO HOLD, all and singular the Trust Estate, whether now owned or
hereafter acquired, unto the Trustee and its respective successors in said trust and assigns
forever;
IN TRUST NEVERTHELESS,upon the terms and trust herein set forth for the equal and
proportionate benefit, security and protection of all present and future owners of the Series 2016
Bonds from time to time issued under and secured by this Indenture without privilege,priority or
distinction as to the lien or otherwise of any of the Series 2016 Bonds over any of the other
Series 2016 Bonds(except as otherwise provided herein);
PROVIDED,HOWEVER,that if the City,its successors or assigns, shall pay, or cause to
be paid, the principal of, premium, if any, and interest on the Series 2016 Bonds due or to
become due thereon, at the times and in the manner mentioned in the Series 2016 Bonds
according to the true intent and meaning thereof, and shall cause the payments to be made on the
Series 2016 Bonds as required under this Indenture, or shall provide, as permitted hereby, for the
payment thereof by depositing with the Trustee the entire amount due or to become due thereon
and shall cause to be kept, performed and observed all of its covenants and conditions pursuant
to the terms of this Indenture, and shall pay or cause to be paid all sums of money due or to
become due in accordance with the terms and provisions hereof, then upon the final payment
thereof, this Indenture and the rights hereby granted shall cease, determine and be void;
otherwise this Indenture is to be and remain in full force and effect.
THIS INDENTURE OF TRUST FURTHER WITNESSETH, and it is expressly
declared,that all Series 2016 Bonds issued and secured hereunder are to be issued, authenticated
and delivered and all said property, rights and interests, and amounts hereby assigned and
pledged are to be dealt with and disposed of under, upon and subject to the terms, conditions,
stipulations, covenants, agreements, trusts, uses and purposes as herein expressed, and the City
has agreed and covenanted, and does hereby agree and covenant with the Trustee and with the
respective owners of the Series 2016 Bonds as follows:
ARTICLE 1
STATUTORY AUTHORITY AND DEFINITIONS
Section 1.1 Authority for this Indenture. This Indenture is entered into pursuant to the
powers of the City pursuant to Part 6 of Section 7 of Article VII of the 1970 Constitution of the
State of Illinois and pursuant to the respective provisions of the Special Service Area Act, the
Local Government Debt Reform Act and the Bond Ordinance.
Section 1.2 Agreement for Benefit of Owners of the Series 2016 Bonds. The
provisions, covenants and agreements to be performed by or on behalf of the City under this
Indenture shall be for the equal benefit, protection and security of the Bondholders except as
otherwise expressly provided herein. All of the Series 2016 Bonds,without regard to the time or
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4830-5794-3594.6
times of their issuance or maturity, shall be of equal rank without preference, priority or
distinction of any of the Series 2016 Bonds over any other of the Series 2016 Bonds, except as
expressly provided in or permitted by this Indenture. The Trustee may become the owner of any
of the Series 2016 Bonds in its own or any other capacity with the same rights it would have if it
were not the Trustee.
Section 1.3 Definitions. Unless the context otherwise requires, the terms defined in
this Section 1.3 shall, for all purposes of the Indenture, of any Supplemental Indenture, and of
any certificate, opinion or other document mentioned in this Indenture, have the meanings
specified below. All references in this Indenture to "Articles,""Sections"and other subdivisions
are to the corresponding Articles, Sections or subdivisions of this Indenture, and the words
"herein," "hereof," "hereunder" and other words of similar import refer to this Indenture as a
whole and not to any particular Article, Section or subdivision of this Indenture.
"Administrative Expenses" means the following actual or reasonably estimated costs
permitted in accordance with the Special Service Area Act and directly related to the
administration of the Special Service Areas and the Series 2016 Bonds as determined by the City
or the Consultant on its behalf: the costs of computing the Special Taxes and of preparing the
annual Special Tax collection schedules and the amended Special Tax Rolls; the costs of
collecting the Special Taxes (whether by the City, the County or otherwise), the costs of
remitting the Special Taxes to the Trustee; the costs of the Trustee and any fiscal agent
(including its legal counsel) in the discharge of the duties required of it under this Indenture or
any trustee or fiscal agent agreement; the costs of applying for and maintaining ratings from any
nationally recognized rating agency; the fees and expenses of any Bond Insurer required to be
paid by the City pursuant to the provisions of this Indenture; the costs of the Rebate Consultant;
the costs of the City or its designee in complying with disclosure requirements of applicable
federal and state securities laws and of the Special Service Area Act, including, but not limited
to, public inquiries regarding the Special Taxes, any termination payments owed by the City in
connection with any guaranteed investment contract, forward purchase agreement or other
investment of funds held under this Indenture; the costs associated with the release of funds from
any escrow account or fund held under this Indenture; and amounts advanced by the City for any
other administrative purposes of the Special Service Areas, including the costs of computing
Special Tax prepayment amounts,recordings related to the prepayment, discharge or satisfaction
of Special Tax; the costs of commencing foreclosure and pursuing collection of delinquent
Special Tax; the administrative costs associated with upgrading the software utilized by Kendall
County needed to levy the Special Taxes and the reasonable fees of legal counsel of the City or
the Trustee incurred in connection with any of the foregoing.
"Administrative Expense Fund" means the fund by that name established pursuant to
Section 6.4 of this Indenture.
"Administrative Services Agreement" means the Agreement for Administrative Services
entered into as of the date hereof between the City and the Consultant.
"Authorized Denomination" means denominations of $5,000 and integral multiples of
$1,000 in excess thereof.
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"Authorized Officer" means the Mayor or the City Clerk or any other officer designated
as such pursuant to a certificate of the Mayor delivered to the Trustee.
"Beneficial Owner"means, when the Series 2016 Bonds are in a book-entry system, any
person who acquires a beneficial ownership interest in a Series 2016 Bond held by DTC.
"Bond and Interest Fund" means the fund by that name established pursuant to Section
6.1 of this Indenture.
"Bond Insurance Policy"means the municipal bond insurance policy issued by the Bond
Insurer guaranteeing the scheduled payment of principal of and interest on the Series 2016 Bonds
when due.
"Bond Insurer" means a
company, or any successor thereto or assignee thereof.
"Bond Registrar"means Amalgamated Bank of Chicago and its successors or assigns.
"Bondholder," "Holder" or"Owner" means the person in whose name such Series 2016
Bond is registered in the bond register maintained by the Bond Registrar.
"Business Day" means a day on which banks in Chicago, Illinois, and New York, New
York are open to transact business.
"City"means the United City of Yorkville,Kendall County,Illinois.
"Code"means the Internal Revenue Code of 1986,as amended.
"Consultant" means David Taussig & Associates, Inc., and its successors and assigns or
any other fain selected by the City to assist it in administering the Special Service Areas and the
extension and collection of Special Taxes pursuant to the Special Tax Rolls and Reports.
"Continuing Disclosure Agreement" means the Continuing Disclosure Agreement
between the City and the Dissemination Agent named therein.
"Corporate Authorities"means the Mayor and City Council of the City.
"Costs of Issuance Account" means the account by that name established pursuant to
Section 6.4 of this Indenture.
"County"means Kendall County,Illinois.
"Defeasance Securities" means any bond or other obligations which, as to both principal
and interest, constitute direct obligations of, or the timely payment of which are unconditionally
guaranteed by, the United States of America, and any certificates or any other evidences of an
ownership interest in obligations or in specified portions thereof(which may consist of specified
portions of the interest thereon)of the character described in this definition.
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"Depository Participant" shall have the meaning given that term in Section 2.10 of this
Indenture.
"Disbursement Request"means a request from the City signed by an Authorized Officer
requesting a disbursement of amounts held in the Cost of Issuance Account in the form attached
hereto as Exhibit D.
"DTC"means The Depository Trust Company,New York,New York.
"Establishing Ordinances"means Ordinance No. 2006-25 adopted on March 28, 2006 by
the City Council for Special Service Area Number 2005-108 and Ordinance No. 2006-17
adopted on March 14,2006 by the City Council for Special Service Area Number 2005-109.
"Event of Default" shall have the meaning given that term in Section 8.1 of this
Indenture.
"Foreclosure Proceeds" means the proceeds of any redemption or sale of property in the
Special Service Areas sold as the result of a foreclosure action of the lien of the Special Taxes.
"Government Securities" means bonds, notes, certificates of indebtedness, treasury bills
or other securities constituting direct obligations of the United States of America and all
securities and obligations, the prompt payment of principal of and interest on which is
guaranteed by a pledge of the full faith and credit of the United States of America.
"Indenture" means this Trust Indenture dated as of February 1, 2016 between the City
and the Trustee,as amended and supplemented from time to time.
"Indirect Participant" shall have the meaning given that term in Section 2.10 of this
Indenture.
"Interest Payment Date" means March 1 and September 1 of each year commencing on
September 1,2016.
"Letter of Representations" means the Blanket Issuer Letter of Representations dated
August 29, 2002 from the City to DTC,as amended from time to time.
"Local Government Debt Reform Act" means the Local Government Debt Reform Act,
30 ILCS §350/1 et seq., as amended.
"Maximum Parcel Special Tax" shall have the meaning given that term in the Special
Tax Rolls and Reports.
"Official Statement" means the Official Statement dated , 2016 relating to
the Bonds.
"Parcel"shall have the meaning given that term in the Special Tax Rolls and Reports.
"Prior Bonds"means the Series 2006 Bonds.
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4830-5794-3594.6
"Purchase Contract" means the Bond Purchase Agreement dated January _, 2016
between the Purchaser and the City.
"Purchaser"means William Blair&Company,L.L.C.
"Qualified Investments" means, to the extent permitted by then applicable Illinois law,
the following:
(a) bonds, notes, certificates of indebtedness, treasury bills or other securities
which are guaranteed by the full faith and credit of the United States of America as to principal
and interest;
(b) bonds, notes, debentures, or other similar obligations of the United States
of America or its agencies, including (i) federal land banks, federal intermediate credit banks,
banks for cooperative, federal farm credit banks, or any other entity authorized to issue debt
obligations under the Farm Credit Act of 1971 (12 U.S.C. 2001 et seq.); (ii) the federal home
loan banks and the federal home loan mortgage corporation; and (iii) any other agency created
by Act of Congress;
(c) interest bearing certificates of deposit, interest bearing savings account,
interest bearing time deposits, or other investments constituting direct obligations of any bank as
defined by the Illinois Banking Act which are insured by the Federal Deposit Insurance
Corporation;
(d) money market mutual funds registered under the Investment Company Act
of 1940 as amended invested solely in obligations listed in paragraph(a) and(b) above including
any mutual fund from which the Trustee or any of its affiliates may receive compensation;
together with such other investments as shall from time to time be lawful for the investment of
City funds and shall be approved by the holders of not less than fifty-one percent (51%) of
aggregate principal amount of Series 2016 Bonds outstanding.
"Rebate Consultant" means an entity selected by the City expert in the calculation of
rebate amounts pursuant to Section 148 of the Internal Revenue Code of 1986,as amended. If at
any time the Rebate Consultant resigns or is removed, and the City shall not have appointed a
successor within 30 days,the Rebate Consultant shall be an entity selected by the Trustee.
"Rebate Fund" means the fund by that name established pursuant to Section 6.5 of this
Indenture.
"Rebate Requirement" shall have the meaning given that term in Section 7.1(b) of this
Indenture.
"Record Date"means the fifteenth day of the month preceding an Interest Payment Date.
"Reserve Fund" means the fund by that name created pursuant to Section 6.2 of this
Indenture.
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4830-5794-3594.6
"Reserve Fund Credit" shall have the meaning given that term in Section A of Exhibit B
to the Special Tax Rolls and Reports.
"Reserve Requirement" means an amount equal to $ as adjusted for
prepayments as set forth in Section 6.1 of this Indenture.
"Series 2016 Bonds" means the City's Special Service Area Numbers 2005-108 and
2005-109 Special Tax Refunding Bonds, Series 2016 in the aggregate principal amount of
"Special Redemption Account" means the account by that name established pursuant to
Section 6.1 of this Indenture.
"Special Reserve Fund" means the fund by that name created pursuant to Section 6.3 of
this Indenture.
"Special Reserve Fund Credit"means,with respect to each Parcel,the difference between
(A) the amount of the prepayment of the Special Taxes for such Parcel made in accordance with
the Special Tax Rolls and Reports and (B) the amount of prepayment of the Special Taxes for
such Parcel made in accordance with the Special Tax Rolls and Reports if the Prior Bonds
remained outstanding and the Series 2016 Bonds were not issued, as determined by the
Consultant.
"Special Reserve Fund Requirement" means an amount equal to $ to fund
Special Reserve Fund Credits for possible prepayments.
"Special Service Areas" means United City of Yorkville Special Service Area Number
2005-108 and the United City of Yorkville Special Service Area Number 2005-109, described
more fully in Exhibit A-1 and Exhibit A-2 to this Indenture.
"Special Service Area Act"means the Special Service Area Tax Law, 35 ILCS §200/27-5
et seq.,as amended.
"Special Services" means the improvements benefiting the Special Service Areas
consisting of engineering, surveying, soil testing and appurtenant work, mass grading and
demolition, storm water management facilities, storm drainage systems and storm sewers, site
clearing and tree removal, public water facilities, sanitary sewer facilities, erosion control
measures, roads, streets, curbs, gutters, street lighting, traffic controls, sidewalks, bicycle paths
and related street improvements,park improvements and equipment and materials necessary for
the maintenance thereof, landscaping, wetland mitigation, public park improvements and tree
installation, costs for land and easement acquisitions or dedications relating to any of the
foregoing improvements, required tap-on and related fees for water or sanitary sewer services
and other eligible costs to serve the Special Service Areas.
"Special Tax Requirement" means the aggregate "Special Tax Requirement" as defined
in Section H of the Special Tax Rolls and Reports, provided that credit may be given for any
amounts on deposit in the Funds and Accounts created by this Indenture and available to pay the
Special Tax Requirement.
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4830-5794-3594.6
"Special Tax Rolls"means the special tax rolls for the payment of the Series 2016 Bonds
established and amended from time to time pursuant to the Special Tax Rolls and Reports.
"Special Tax Rolls and Reports" means the United City of Yorkville Special Service
Area Number 2005-108 Special Tax Roll and Report dated February 7, 2006 and the United City
of Yorkville Special Service Area Number 2005-109 Special Tax Roll and Report dated March
14,2006, including all exhibits attached thereto,prepared by the Consultant.
"Special Taxes"means the taxes levied by the City on all taxable real property within the
Special Service Areas pursuant to the Special Tax Rolls and this Indenture.
"Supplemental Indenture" means an indenture adopted by the Corporate Authorities of
the City as provided in Article 10 hereof which amends or supplements this Indenture.
"Tax Agreement" or "Tax Agreements" means the Tax Compliance Agreement of the
City dated the date of issuance and delivery of the Series 2016 Bonds, as amended from time to
time.
"Trustee"means Amalgamated Bank of Chicago, Chicago,Illinois and its successors and
assigns.
"Trust Estate" means the property conveyed to the Trustee pursuant to the Granting
Clauses of this Indenture.
ARTICLE 2
BOND DETAILS
Section 2.1 Purpose of Issuance; Amount of Series 2016 Bonds. The sum of
$ shall be borrowed by the City pursuant to the Special Service Area Act and the
Local Government Debt Reform Act for the purpose of paying a portion of the costs of refunding
the Prior Bonds, including the costs of the City in connection with the issuance of the Series
2016 Bonds, deposits to the Reserve Fund, the Special Reserve Fund and the Administrative
Expense Fund. In evidence of such borrowing, Series 2016 Bonds in the aggregate principal
amount of$ shall be issued as provided in this Indenture. The total principal amount
of Bonds that may be issued pursuant to this Indenture is$
Section 2.2 Form; Denominations; Numbers. The Series 2016 Bonds shall be issued
only in fully registered form without coupons and in the denominations of$5,000 and integral
multiples of$1,000 in excess of that sum.
Section 2.3 Date of Bonds: CUSIP Identification Numbers. The Series 2016 Bonds
shall be dated as of the date of delivery of the Series 2016 Bonds to the Purchaser upon original
issuance. CUSIP identification numbers shall be imprinted on the Series 2016 Bonds, provided
that any failure on the part of the City or the Trustee to use such CUSIP numbers in any notice to
any Bondholders shall not constitute an event of default or any violation of the City's contract
with such Bondholders and shall not impair the effectiveness of such notice.
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Section 2.4 Maturity; Interest Rate. The Series 2016 Bonds shall mature and become
payable on the date and in the amount and shall bear interest at the rate set forth below:
(March 1) Interest
Year Amount Rate
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2029
2034
2035
2036
Section 2.5 Interest. The Series 2016 Bonds shall bear interest at the rates set forth in
Section 2.4 payable on the Interest Payment Dates in each year with the first Interest Payment
Date being September 1, 2016. Interest on the Series 2016 Bonds shall be calculated on the basis
of a 360-day year composed of twelve 30-day months. Each Series 2016 Bond shall bear interest
from the Interest Payment Date next preceding the date of authentication of such Series 2016
Bond unless (i) it is authenticated on an Interest Payment Date, in which event it shall bear
interest from such date of authentication, or (ii) it is authenticated prior to an Interest Payment
Date and after the close of business on the Record Date preceding such Interest Payment Date, in
which event it shall bear interest from such Interest Payment Date, or(iii)it is authenticated prior
to the Record Date preceding the first Interest Payment Date, in which event it shall bear interest
from its dated date; provided, however, that if at the time of authentication of a Series 2016
Bond, interest is in default on such Series 2016 Bond, such Series 2016 Bond shall bear interest
from the Interest Payment Date to which interest had previously been paid or made available for
payment on such Series 2016 Bond.
Section 2.6 Form of Series 2016 Bonds, Execution; Authentication. The Series 2016
Bonds shall be in substantially the form set forth in Exhibit B to this Indenture. Each Series
2016 Bond shall be executed by the manual or facsimile signature of the Mayor and the manual
or facsimile signature of the City Clerk and shall have the corporate seal of the City affixed to it
(or a facsimile of that seal printed on it). The Mayor and the City Clerk(if they have not already
done so) are authorized and directed to file with the Illinois Secretary of State their manual
signatures certified by them pursuant to the Uniform Facsimile Signatures of Public Officials
Act, as amended, which shall authorize the use of their facsimile signatures to execute the Series
2016 Bonds. Each Series 2016 Bond so executed shall be as effective as if manually executed.
In case any officer of the City whose signature or a facsimile of whose signature shall appear on
the Series 2016 Bonds shall cease to be such officer before authentication and delivery of any of
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the Series 2016 Bonds, that signature or facsimile signature shall nevertheless be valid and
sufficient for all purposes,the same as if the officer had remained in office until delivery.
No Series 2016 Bond shall be valid for any purpose unless and until a certificate of
authentication on that Series 2016 Bond substantially in the form set forth in the bond form in
Exhibit B to this Indenture shall have been duly executed by the Trustee appointed by this
Indenture as authenticating agent of the City. Execution of that certificate upon any Series 2016
Bond shall be conclusive evidence that the Series 2016 Bond has been authenticated and
delivered under this Indenture.
Section 2.7 Payment of the Series 2016 Bonds. The Series 2016 Bonds shall be
payable in lawful money of the United States at the office of the Trustee. The principal of each
Series 2016 Bond shall be payable at maturity upon presentment of the Series 2016 Bond at the
office of the Trustee. Interest on each Series 2016 Bond shall be payable on each Interest
Payment Date by check or draft of the Trustee mailed to the person in whose name that Series
2016 Bond is registered on the books of the.Bond Registrar at the close of business on the
Record Date. During such time as the Series 2016 Bonds are registered so as to participate in a
securities depository system with DTC, principal of and interest and redemption premium on
each Series 2016 Bond shall be payable by wire transfer pursuant to instructions from DTC.
Section 2.8 Appointment of Trustee. Amalgamated Bank of Chicago, Chicago,
Illinois, is appointed Trustee and Bond Registrar for the Series 2016 Bonds.
Section 2.9 Registration of Series 2016 Bonds, Persons Treated as Owners. The
Series 2016 Bonds shall be negotiable, subject to the following provisions for registration and
registration of transfer. The City shall maintain books for the registration of the Series 2016
Bonds at the office of the Bond Registrar. Each Series 2016 Bond shall be fully registered on
those books in the name of its owner, as to both principal and interest. Transfer of each Series
2016 Bond shall be registered only on those books upon surrender of that Series 2016 Bond to
the Bond Registrar by the registered owner or his or her attorney duly authorized in writing
together with a written instrument of transfer satisfactory to the Bond Registrar duly executed by
the registered owner or his or her duly authorized attorney. Upon surrender of a Series 2016
Bond for registration of transfer, the City shall execute, the Trustee shall authenticate, and the
Bond Registrar shall deliver, in the name of the transferee, one or more new Series 2016 Bonds
of the same aggregate principal amount and of the same maturity as the Series 2016 Bond
surrendered.
Series 2016 Bonds may be exchanged, at the option of the registered owner, for an equal
aggregate principal amount of Series 2016 Bonds of the same maturity of any other Authorized
Denominations, upon surrender of those Series 2016 Bonds at the office of the Bond Registrar
with a written instrument of transfer satisfactory to the Bond Registrar duly executed by the
registered owner or his or her duly authorized attorney.
In all cases in which the privilege of exchanging or transferring Series 2016 Bonds is
exercised, the City shall execute, the Trustee shall authenticate, and the Bond Registrar shall
deliver, Series 2016 Bonds in accordance with the provisions of this Indenture. All Series 2016
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Bonds surrendered in any exchange or transfer shall be canceled immediately by the Bond
Registrar.
For every exchange or registration of transfer of Series 2016 Bonds, the City or the Bond
Registrar may make a charge sufficient to reimburse it for any tax, fee or other governmental
charge, other than one imposed by the City, required to be paid with respect to that exchange or
registration of transfer, and payment of that charge by the person requesting exchange or
registration of transfer shall be a condition precedent to that exchange or registration of transfer.
No other charge may be made by the City or the Bond Registrar as a condition precedent to
exchange or registration of transfer of any Series 2016 Bond.
The Bond Registrar shall not be required to exchange or register the transfer of any Series
2016 Bond following the close of business on the 15th day of the month preceding any Interest
Payment Date on such Series 2016 Bond,nor to transfer or exchange any Series 2016 Bond after
notice calling such Series 2016 Bond for redemption has been mailed, nor during a period of 15
days next preceding mailing of a notice of redemption of any Series 2016 Bonds.
The City, the Trustee and the Bond Registrar may treat the registered owner of any Series
2016 Bond as its absolute owner, whether or not that Series 2016 Bond is overdue, for the
purpose of receiving payment of the principal of or interest on that Series 2016 Bond and for all
other purposes, and neither the City, the Bond Registrar nor the Trustee shall be affected by any
notice to the contrary. Payment of the principal of and interest on each Series 2016 Bond shall
be made only to its registered owner, and all such payments shall be valid and effective to satisfy
the obligation of the City on that Series 2016 Bond to the extent of the amount paid.
Section 2.10 Global Form, Securities Depository. It is intended that the Series 2016
Bonds be registered so as to participate in a securities depository system with DTC, as set forth
herein. The Series 2016 Bonds shall be initially issued in the form of a single fully registered
Series 2016 Bond for each of the maturities as established in Section 2.4 of this Indenture. Upon
initial issuance, the ownership of the Series 2016 Bonds shall be registered in the name of Cede
&Co., or any successor thereto,as nominee for DTC. The City and the Trustee are authorized to
execute and deliver such letters to or agreements with DTC as shall be necessary to effectuate the
securities depository system of DTC, including the Letter of Representations. With respect to
Series 2016 Bonds registered in the name of Cede&Co.,as nominee of DTC, the City,the Bond
Registrar and the Trustee shall have no responsibility or obligation to any broker-dealer, bank or
other financial institution for which DTC holds Series 2016 Bonds from time to time as
securities depository (each such broker-dealer, bank or other financial institution being referred
to herein as a "Depository Participant") or to any person on behalf of whom such a Depository
Participant holds an interest in the Series 2016 Bonds (each such person being herein referred to
as an"Indirect Participant"). Without limiting the immediately preceding sentence, the City, the
Bond Registrar and the Trustee shall have no responsibility or obligation with respect to (a) the
accuracy of the records of DTC, Cede & Co., or any Depository Participant with respect to the
ownership interest in the Series 2016 Bonds, (b) the delivery to any Depository Participant or
any Indirect Participant or any other person,other than a registered owner of a Series 2016 Bond,
of any notice with respect to the Series 2016 Bonds, including any notice of redemption or
(c) the payment to any Depository Participant or Indirect Participant or any other person, other
than a registered owner of a Series 2016 Bond, of any amount with respect to principal of,
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premium, if any,or interest on, the Series 2016 Bonds. While in the securities depository system
of DTC, no person other than Cede & Co., or any successor thereto, as nominee for DTC, shall
receive a Series 2016 Bond certificate with respect to any Series 2016 Bond. Upon delivery by
DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new
nominee in place of Cede & Co., and subject to the provisions of this Indenture with respect to
the payment of interest by the mailing of checks or drafts to the registered owners of Series 2016
Bonds at the close of business on the record date applicable to any interest payment date, the
name"Cede&Co."in this Indenture shall refer to such new nominee of DTC.
In the event that (a) the Trustee determines that DTC is incapabld of discharging its
responsibilities described herein and in the Letter of Representations, (b) the Letter of
Representations shall be terminated for any reason or(c) the City determines that it is in the best
interests of the Beneficial Owners of the Series 2016 Bonds that they be able to obtain
certificated Series 2016 Bonds, the City shall notify DTC of the availability through DTC of
Series 2016 Bond certificates and the Series 2016 Bonds shall no longer be restricted to being
registered in the name of Cede &Co., as nominee of DTC. At that time, the City may determine
that the Series 2016 Bonds shall be registered in the name of and deposited with a successor
depository operating a securities depository system, as may be acceptable to the City or such
depository's agent or designee, and if the City does not select such alternate securities depository
system then the Series 2016 Bonds may be registered in whatever name or names registered
owners of Bonds transferring or exchanging Series 2016 Bonds shall designate, in accordance
with the provisions hereof.
Notwithstanding any other provisions of this Indenture to the contrary, so long as any
Series 2016 Bond is registered in the name of Cede & Co., as nominee of DTC, all payments
with respect to principal of, premium, if any, and interest on the Series 2016 Bonds and all
notices with respect to the Series 2016 Bonds shall be made and given, respectively, in the
manner provided in the Letter of Representations.
Section 2.11 Additional Bonds. Only the Series 2016 Bonds will be issued under this
Indenture. No additional bonds will be issued that are secured by a pledge of the Special Taxes
other than bonds or other obligations issued for the purpose of refunding all or a portion of the
Series 2016 Bonds.
ARTICLE 3
REDEMPTION OF SERIES 2016 BONDS
Section 3.1 Mandatory Sinking Fund Redemption. The Series 2016 Bonds maturing
on March 1, 2031 and March 1, 2036 are subject to mandatory redemption by operation of the
provisions of this Section 3.1 and Section 3.5 from amounts on deposit in the Bond and Interest
Fund, in part and randomly, at the Redemption Price equal to the principal amount thereof to be
redeemed, without Bond Premium, on March 1 of the years and in the amounts as follows:
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2031 Term Bonds
Redemption Date Principal
March 1 Amount
2029 $
2030
2031 (maturity)
2034 Term Bonds
Redemption Date Principal
March 1 Amount
2032 $
2033
2034
2035
2036(maturity)
The City covenants that it will redeem the Series 2016 Bonds pursuant to the mandatory
sinking fund redemption requirements for the Series 2016 Bonds to the extent amounts are on
deposit in the Bond and Interest Fund. Proper provision for mandatory redemption having been
made, the City covenants that the Series 2016 Bonds so selected for redemption shall be payable
upon redemption and taxes have been levied and will be collected as provided herein and in the
Bond Ordinance for such purposes.
Section 3.2 Optional Redemption. The Series 2016 Bonds are subject to optional
redemption prior to maturity at the option of the City, in whole or in part, on any date on or after
March 1, 2026, at a redemption price of par plus accrued and unpaid interest to the date of
redemption.
Any optional redemption of Series 2016 Bonds in part shall be applied, to the extent
possible, to reduce pro rata the amount of Series 2016 Bonds maturing or required to be
redeemed by mandatory sinking fund redemption pursuant to Section 3.1 of this Indenture, and
so as to maintain the proportion of principal maturing or subject to mandatory sinking fund
redemption in each year to the total original principal amount of Series 2016 Bonds.
Section 3.3 Mandatory Redemption upon Condemnation and Change in Density.
(a) The Series 2016 Bonds, are subject to mandatory redemption on any
Interest Payment Date, in part, at a redemption price equal to the principal amount to be
redeemed, together with accrued interest to the date fixed for redemption, without premium,
from amounts in the Bond and Interest Fund consisting of the proceeds received by the City in
connection with a condemnation of any of the Special Services or any other property dedicated
to, or owned by, the City within the Special Service Areas and allocable to the Series 2016
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Bonds as determined by the Consultant and which proceeds are not used by the City to rebuild
the Special Services.
(b) The Series 2016 Bonds are subject to mandatory redemption on any
Interest Payment Date, in whole or in part,at a redemption price equal to the principal amount to
be redeemed, together with accrued interest to the date fixed for redemption, without premium,
in the event the Consultant notifies the Trustee of a mandatory prepayment of the Special Taxes
upon a reduction in the Maximum Parcel Special Taxes as a result of a reduction in the number
of single family, condominium or townhome dwelling units within the Special Service Areas as
set forth in the final plat or plats of subdivision approved by the City or any other event that
reduces the total of the Maximum Parcel Special Tax as described in, and in the amounts set
forth in, Section VI G of the Special Tax Rolls and Reports and Exhibit B thereto.
Any mandatory redemption of the Series 2016 Bonds pursuant to this Section 3.3 shall be
applied, to the extent possible, to reduce pro rata the amount of Series 2016 Bonds maturing or
required to be redeemed by mandatory sinking fund redemption pursuant to Section 3.1 of this
Indenture and so as to maintain the proportion of principal maturing or subject to mandatory
sinking fund redemption in each year to the total original principal amount of the Series 2016
Bonds.
Section 3.4 Special Mandatory Redemption from Optional Prepayment of Special
Tax. The Series 2016 Bonds are also subject to mandatory redemption on any March 1, June 1,
September 1, or December 1, in part, from optional prepayments of the Special Taxes from
amounts available for disbursement from the Special Redemption Account pursuant to Section
6.1(d) and from amounts transferred from the Reserve Fund and Special Reserve Fund to the
Special Redemption Account pursuant to Section 6.1(d), at a redemption price (expressed as a
percentage of the principal amount of the Series 2016 Bonds to be redeemed), as set forth below,
together with accrued interest on such Series 2016 Bonds to the date fixed for redemption:
Redemption
Redemption Dates Prices
On or prior to February 28,2025 102%
March 1,2025 through February 28,2026 101
March 1,2026 and thereafter 100
Any special mandatory redemption of the Series 2016 Bonds pursuant to this Section 3.4
shall be applied, to the extent possible, to reduce pro rata the amount of Series 2016 Bonds
maturing or required to be redeemed by mandatory sinking fund redemption pursuant to Section
3.1 of the Indenture and so as to maintain the proportion of principal maturing or subject to
mandatory sinking fund redemption in each year to the total original principal amount of Series
2016 Bonds.
Section 3.5 Redemption Provisions; Notice of Redemption. If less than all the Series
2016 Bonds of any maturity are to be redeemed on any redemption date, the Bond Registrar
appointed in this Indenture shall assign to each Series 2016 Bond of the maturity to be redeemed
a distinctive number for each $1,000 of principal amount of that Series 2016 Bond. The Bond
Registrar shall then select by lot from the numbers so assigned, using such method as it shall
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deem proper in its discretion, as many numbers as, at $1,000 per number, shall equal the
principal amount of Series 2016 Bonds of that maturity to be redeemed; provided that following
any redemption, no Series 2016 Bond shall be outstanding in an amount less than the minimum
Authorized Denomination except (a) as necessary to effect the mandatory sinking fund
redemption of Series 2016 Bonds as provided in Section 3.1 hereof or (b) to effect a special
mandatory redemption from optional prepayments when the total aggregate principal amount of
Bonds outstanding is$100,000 or less.
Notice of the redemption of any Series 2016 Bonds, which by their terms shall have
become subject to redemption, shall be given to the registered owner of each Series 2016 Bond
or portion of a Series 2016 Bond called for redemption not less than 30 or more than 60 days
before any date established for redemption of Series 2016 Bonds, by the Bond Registrar, on
behalf of the City,by first class mail sent to the registered owner's last address, if any,appearing
on the registration books kept by the Bond Registrar. All notices of redemption shall include at
least the designation, date and maturities of Series 2016 Bonds called for redemption, CUSIP
Numbers, if available, and the date of redemption. In the case of a Series 2016 Bond to be
redeemed in part only, the notice shall also specify the portion of the principal amount of the
Series 2016 Bond to be redeemed. The mailing of the notice specified above to the registered
owner of any Series 2016 Bond shall be a condition precedent to the redemption of that Series
2016 Bond,provided that any notice which is mailed in accordance with this Indenture shall be
conclusively presumed to have been duly given whether or not the owner received the notice.
The failure to mail notice to the owner of any Series 2016 Bond, or any defect in that notice,
shall not affect the validity of the redemption of any other Series 2016 Bond for which notice
was properly given.
With respect to an optional redemption of any Series 2016 Bonds, unless moneys
sufficient to pay the principal of, redemption premium, if any, and interest on the Series 2016
Bonds to be redeemed shall have been received by the Trustee prior to the giving of such notice
of redemption, such notice may, at the option of the City, state that said redemption shall be
conditional upon the receipt of such moneys by the Trustee on or prior to the date fixed for
redemption. If such moneys are not received, such notice shall be of no force and effect,the City
shall not redeem such Series 2016 Bonds and the Trustee shall give notice, in the same manner in
which the notice of redemption was given, that such moneys were not so received and that such
Series 2016 Bonds will not be redeemed.
Section 3.6 Purchase in Lieu of Redemption. In lieu of redemption as provided in this
Article 3,moneys in the Bond and Interest Fund may be used and withdrawn by the City, subject
to the prior written consent of the Bond Insurer, for the purchase of outstanding Series 2016
Bonds, at public or private sale as and when, and at such prices (including brokerage and other
charges) as the City may provide,but in no event may Series 2016 Bonds be purchased at a price
in excess of the principal amount of such Series 2016 Bonds,plus interest accrued to the date of
purchase and any premium which would otherwise be due if such Series 2016 Bonds were to be
redeemed in accordance with this Indenture.
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ARTICLE 4
APPLICATION OF PROCEEDS
Section 4.1 Application of Proceeds. The proceeds of the sale of the Series 2016
Bonds in the amount of $ ' which is net of underwriter's discount in the
amount of $ plus original issue premium in the amount of $ , shall be
applied as follows immediately upon receipt of the purchase price:
1. The amount of $ shall be transferred to The Bank of New
York Mellon Trust Company, N.A., as trustee for the Autumn Creek Bonds, to be
deposited into the Bond and Interest Fund for such bonds and used to currently refund the
Outstanding Autumn Creek Bonds at a Redemption Price equal to 102% of the principal
amount of bonds to be redeemed, plus all accrued interest thereon to the March 1, 2016
redemption date.
2. The amount of $ shall be transferred to The Bank of New
York Mellon Trust Company,N.A., as trustee for the Bristol Bay Bonds, to be deposited
into the Bond and Interest Fund for such bonds and used to currently refund the
Outstanding Bristol Bay Bonds at a Redemption Price equal to 102% of the principal
amount of bonds to be redeemed, plus all accrued interest thereon to the March 1, 2016
redemption date.
3. The amount of $ shall be deposited in the Special Reserve
Fund.
4. The amount of$ shall be deposited in the Reserve Fund.
5. The amount of$ shall be deposited in the Costs of Issuance
Account of the Administrative Expense Fund.
6. The amount of $ shall be paid to the Bond Insurer, for the
premium owed for the Bond Insurance Policy.
7. The amount of $ shall be deposited into the Administrative
Expense Fund to be used to pay Administrative Expenses prior to September 1, 2016.
All amounts received upon the sale of the Series 2016 Bonds, together with all interest
and other investment earnings on those amounts, are appropriated and set aside for the purposes
for which the Series 2016 Bonds are being issued as set forth in this Indenture.
ARTICLE 5
SECURITY FOR THE SERIES 2016 BONDS
Section 5.1 Limited Obligations. The Series 2016 Bonds shall constitute limited
obligations of the City,payable from the Special Taxes and other moneys deposited in the Funds
and Accounts established pursuant to Article 6 other than the Administrative Expense Fund and
the Rebate Fund. The Series 2016 Bonds shall not constitute general obligations of the City and
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4830-5794-3594.6
neither the full faith and credit nor the unlimited taxing power of the City shall be pledged as
security for payment of the Series 2016 Bonds.
Section 5.2 Lew of Special Tax. Pursuant to the Bond Ordinance there has been
levied a Special Tax upon all taxable real property within the Special Service Areas subject to
the Special Taxes sufficient to pay and discharge the principal of the Series 2016 Bonds at
maturity or mandatory sinking fund redemption dates. and to pay interest on the Series 2016
Bonds for each year at the interest rates set forth in Section 2.4 of this Indenture and to pay
estimated Administrative Expenses of the City for each year and to replenish the Reserve Fund
to an amount equal to the Reserve Requirement.
(a) The City Clerk has been directed to file a certified copy of the Bond
Ordinance, and an accurate map of the Special Service Areas, with the County Clerk of Kendall.
The Special Taxes shall be computed, extended and collected in accordance with the Special Tax
Rolls and Reports and the Special Tax Rolls, and divided among the taxable real property within
the Special Service Areas in accordance with the terms of the Establishing Ordinances and the
Special Tax Rolls and Reports. It shall be the duty of the City and the City hereby covenants,
annually on or before the last Tuesday of December for each of the years 2016 through 2034 to
calculate or cause the Consultant to calculate the Special Tax Requirement; to amend the Special
Tax Rolls pursuant to Section VI E of the Special Tax Rolls and Reports and provide the County
tax collector with the amended Special Tax Rolls; to adopt an ordinance approving the amount of
the current calendar year's Special Tax Requirement and abating the Special Taxes levied
pursuant to the Bond Ordinance to the extent the taxes levied pursuant to the Bond Ordinance
exceed the Special Tax Requirement as calculated by the City pursuant to the Establishing
Ordinance and the Special Tax Rolls and Reports. On or before the last Tuesday of January for
each of the years 2017 through 2035 the City shall notify the Trustee of the amount of the
Special Tax Requirement and the amount of the Special Taxes to be abated. The City shall take
all actions which shall be necessary to provide for the levy, extension, collection and application
of the taxes levied by the Bond Ordinance, including enforcement of such taxes by providing the
County with such information as is deemed necessary to enable the County to include any
property subject to a delinquent Special Tax in the County Collector's annual tax sale and as
further provided in Section 7.2(c) hereof; provided, however, that the obligation to institute any
proceeding or take any action shall only arise in the event the City makes the determination that
the proceeds from such proceeding or action have a commercially reasonable expectation of
exceeding the costs thereof.
The City covenants that to the extent necessary to enforce a prepayment it will adopt a
supplemental levy ordinance in the event of a mandatory prepayment of the Special Taxes
pursuant to Section VI G of the Special Tax Rolls and Reports caused by a reduction in the
expected number of single family, condominium or townhome dwelling units as set forth in the
final plats of subdivision approved by the City, to the extent that the mandatory prepayment
amount calculated pursuant to the terms of Exhibit B to the Special Tax Rolls and Reports
exceeds the Special Taxes levied for the year in which the prepayment is due pursuant to the
Bond Ordinance.
(b) Upon receipt by the Trustee of any prepayment of Special Tax in an
amount calculated by the Consultant as being required pursuant to the Special Tax Rolls and
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4830-5794-3594.6
Reports to satisfy the lien on a Parcel within the Special Service Areas, the City and the Trustee
shall execute a Satisfaction of Tax Lien substantially in the form of Exhibit C hereto,
appropriately completed and the Trustee shall deliver the Satisfaction of Tax Lien to the City for
filing with the Recorder of Deeds of Kendall County, Illinois. The City shall deliver a copy of
each such Satisfaction of Tax Lien to the property owner of record and a copy of the recorded
Satisfaction of Tax Lien to the Trustee.
ARTICLE 6
FUNDS AND ACCOUNTS
Section 6.1 Bond and Interest Fund.
(a) There is hereby created and established with the Trustee a separate and
special fund of the City established exclusively for paying principal of, interest on and
redemption premium on the Series 2016 Bonds and which shall be designated as the "Special
Service Area Numbers 2005-108 and 2005-109 Special Tax Refunding Bonds Bond and Interest
Fund" (the "Bond and Interest Fund"). Upon receipt by the Trustee, the Special Taxes and the
Foreclosure Proceeds, including any interest and penalties collected in connection with such
Special Tax or Foreclosure Proceeds shall be placed in the Bond and Interest Fund. The City
may provide for the County to transmit directly to the Trustee for deposit to the Bond and
Interest Fund any Special Tax collected by the County. In addition, proceeds received by the
City in connection with a condemnation of any of the Special Services or any other property
owned by or dedicated to the City within the Special Service Areas and allocable to the Series
2016 Bonds as determined by the Consultant which is not used to rebuild the Special Services
shall be deposited in the Bond and Interest Fund. Moneys deposited in the Bond and Interest
Fund and investments of the Bond and Interest Fund shall never be commingled with or loaned
to any other funds of the City. All interest and other investment earnings on the Bond and
Interest Fund shall become, when received, a part of the Bond and Interest Fund. When the
amount of condemnation proceeds deposited to the Bond and Interest Fund equals $1,000 or
more, such amount shall be used to redeem Series 2016 Bonds pursuant to Section 3.3 of this
Indenture on the next Interest Payment Date. Any amounts representing condemnation proceeds
which remain on deposit in the Bond and Interest Fund for a continuous period of thirty (30)
months and which will not be used to redeem the Series 2016 Bonds on the next Interest
Payment Date in accordance with Section 3.3 and this section shall be used to pay debt service
on the Series 2016 Bonds on the next Interest Payment Date.
(b) Amounts deposited in the Bond and Interest Fund are appropriated for and
irrevocably pledged to, and shall be used solely for the purpose of, paying the principal of and
interest and redemption premium on the Series 2016 Bonds, or for transfers to the Reserve Fund,
the Special Reserve Fund or the Administrative Expense Fund as permitted by paragraph (c) of
this Section 6.1 and by Section 6.2.
(c) At any time after September 1 but in no event later than December 1 of
each year, the Trustee shall determine the amount needed to pay principal of and interest and
redemption premium on the Series 2016 Bonds on the next succeeding Interest Payment Date.
After the Trustee has determined that sufficient amounts are on deposit in the Bond and Interest
Fund to pay principal of, interest on and redemption premium due on the Series 2016 Bonds on
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4830-5794-3594.6
the next succeeding Interest Payment Date, the Trustee shall notify the City and the Consultant
of any excess amounts on deposit in the Bond and Interest Fund, and, at the written direction of
the City, shall transfer an amount from the Bond and Interest Fund to the Administrative
Expense Fund which the City after consultation with the Consultant has determined will be
adequate, together with other amounts in the Administrative Expense Fund or reasonably
expected to be transferred to or deposited in such Fund, to pay all Administrative Expenses
during the succeeding calendar year. After making such transfer to the Administrative Expense
Fund any excess amounts on deposit in the Bond and Interest Fund shall be transferred to the
Reserve Fund to the extent necessary to replenish the Reserve Fund to the Reserve Requirement.
After(i)making such transfer to the Administrative Expense Fund,and(ii)the Reserve Fund has
amounts on deposit equal to the Reserve Requirement, any excess amounts on deposit in the
Bond and Interest Fund shall be transferred to the Special Reserve Fund to the extent necessary
to fund the Special Reserve Fund to the Special Reserve Fund Requirement. The total amount
transferred from time to time to the Special Reserve Fund shall not exceed $ giving
consideration to amounts that may have previously been transferred from the Special Reserve
Fund. Thereafter any remaining excess shall be retained in the Bond and Interest Fund and
applied to pay principal and interest coming due on the next succeeding Interest Payment Date.
(d) There is hereby created within the Bond and Interest Fund established
with the Trustee a separate account designated the "Special Redemption Account." Amounts
deposited in the Special Redemption Account shall be applied to the redemption of the Series
2016 Bonds pursuant to Section 3.3(b) or Section 3.4 of this Indenture. All prepayments of
Special Tax made in accordance with the Special Tax Rolls and Reports shall be deposited in the
Special Redemption Account. Moneys in the Special Redemption Account shall be used
exclusively to redeem Series 2016 Bonds pursuant to Section 3.3(b)or Section 3.4 or to pay debt
service on the Series 2016 Bonds pursuant to this Section 6.1. In the event of any optional
prepayment of Special Tax pursuant to Section 3.4, prior to giving notice of the redemption of
Series 2016 Bonds in accordance with Section 3.5 of this Indenture, the Trustee shall transfer
from the Reserve Fund and the Special Reserve Fund to the Special Redemption Account an
amount equal to the Reserve Fund Credit and the Special Reserve Fund Credit upon the direction
of the Consultant in accordance with the Special Tax Rolls and Reports. When the amount on
deposit in the Special Redemption Account equals or exceeds $1,000, such amount shall be used
to redeem the Series 2016 Bonds on the next March 1, June 1, September 1 or December 1 in
accordance with Section 3.3(b) or Section 3.4. On each such redemption date, the Trustee shall
withdraw from the Special Redemption Account and pay to the owners of the Series 2016 Bonds
the amounts to redeem the Series 2016 Bonds pursuant to Section 3.3(b) or Section 3.4.
Notwithstanding the foregoing, any amounts contained in the Special Redemption Account for a
continuous period of thirty (30) months and which will not be used to redeem the Series 2016
Bonds on the next March 1, June 1, September 1 or December 1 in accordance with the
immediately preceding sentence and Section 3.3(b) or Section 3.4 shall be used to pay debt
service on the Series 2016 Bonds on the next Interest Payment Date. Any amounts contained in
the Special Redemption Account on the final maturity date of the Series 2016 Bonds shall be
used to pay outstanding debt service on the Series 2016 Bonds.
Section 6.2 Reserve Fund. There is hereby created and established with the Trustee a
separate and special fund of the City which shall be designated as the "Special Service Area
Numbers 2005-108 and 2005-109 Special Tax Refunding Bonds, Reserve Fund" (the "Reserve
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Fund"), which must be maintained in an amount equal to the Reserve Requirement. The Reserve
Requirement shall be an amount equal to $ as adjusted for prepayments pursuant to
Section 6.1(d). Amounts deposited in the Reserve Fund shall be used solely for the purpose of
(i) making transfers to the Bond and Interest Fund to pay the principal of, including mandatory
sinking fund payments, and interest and any premium on,all Series 2016 Bonds when due, in the
event that moneys in the Bond and Interest Fund are insufficient therefor without further
direction from the City or the Bond Insurer, (ii) making any transfers to the Bond and Interest
Fund if the balance in the Reserve Fund and the Special Reserve Fund exceeds the amount
required to redeem all Series 2016 Bonds then outstanding, or(iii) if the amount then on deposit
in the Reserve Fund is at least equal to the Reserve Requirement, for transfer in accordance with
the next paragraph.
On the Business Day prior to each Interest Payment Date,moneys in the Reserve Fund in
excess of the Reserve Requirement shall be transferred by the Trustee from the Reserve Fund to
the Bond and Interest Fund to be used for the payment of principal of and interest and
redemption premium on the Series 2016 Bonds on the next following Interest Payment Date.
Section 6.3 Special Reserve Fund. There is hereby created and established with the
Trustee a separate and special fund of the City which shall be designated as the"Special Service
Area Numbers 2005-108 and 2005-109 Special Tax Refunding Bonds, Special Reserve Fund"
(the "Special Reserve Fund"). Special Taxes shall be deposited in the Special Reserve Fund in
accordance with Section 6.1 until the amounts on deposit in the Special Reserve Fund equal the
Special Reserve Fund Requirement. The total amount to be deposited into the Special Reserve
Fund shall not exceed$ giving consideration to the initial deposit and all amounts that may
be transferred from the Bond and Interest Fund.
Amounts deposited in the Special Reserve Fund shall be used solely for the purpose of
(i)making any transfers to the Bond and Interest Fund if the aggregate balance in the Special
Reserve Fund and the Reserve Fund exceeds the amount required to redeem all Bonds then
outstanding, (ii) for transfer to the Special Redemption Account in an amount equal to the
Special Reserve Fund Credit in accordance with the Section 6.1(d), (iii) on March 1, 20_ for
transfer to the Bond and Interest Fund as described below, (iv) at the direction of an Authorized
Officer for transfer to the Bond and Interest Fund or any other fund established hereunder, or
(v)at the direction of an Authorized Officer for any use permitted by the Special Service Area
Act, provided an opinion of bond counsel is delivered to the Trustee to the effect that such use
will not violate the Special Service Area Act or adversely affect the tax-exempt status of interest
on the Series 2016 Bonds.
On March 1, 20 (on which date the Special Reserve Fund Credit shall be zero), the
Trustee shall without further direction, transfer any remaining amounts on deposit in the Special
Reserve Fund to the Bond and Interest Fund to pay principal of and interest and redemption
premium on the Series 2016 Bonds on the next succeeding Interest Payment Date.
Any amounts in the Special Reserve Fund that are used to pay principal of, or interest or
premium on, the Series 2016 Bonds shall be treated as Special Taxes paid by the owners of the
affected Parcels for purposes of the Special Tax Rolls and Reports.
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Amounts on deposit in the Special Reserve Fund are not pledged to the payment of
principal of or interest on the Bonds.
Section 6.4 Administrative Expense Fund. There is hereby created and established
with the Trustee a separate and special fund of the City which shall be designated as the"Special
Service Area Numbers 2005-108 and 2005-109 Special Tax Refunding Bonds, Administrative
Expense Fund" (the "Administrative Expense Fund"). Amounts in the Administrative Expense
Fund shall be withdrawn by the Trustee and paid to the City or its order upon receipt by the
Trustee of a written request from an Authorized Officer stating the amount to be withdrawn, that
such amount is to be used to pay an Administrative Expense, and the nature of such
Administrative Expense.
There is hereby created within the Administrative Expense Fund established with the
Trustee a separate account designated the"Costs of Issuance Account". Amounts deposited into
the Cost of Issuance Account shall be used solely for the purpose of paying costs incurred in
connection with the issuance of the Series 2016 Bonds. Disbursement from the Costs of
Issuance Account shall be made by the Trustee upon receipt of a Written Request from the City
in the form of Exhibit D which shall (i) set forth the amount required to be disbursed, the
purpose for which the disbursement is to be made, that the disbursement is a proper expenditure
from the Costs of Issuance Account,and payment instructions to the Trustee for the amount to be
disbursed and(ii) certify that no portion of the amount then being requested to be disbursed was
set forth in any previous request for disbursement.
Section 6.5 Rebate Fund. There is hereby created and established with the Trustee a
separate and special fund of the City which shall be designated as the "Special Service Area
Numbers 2005-108 and 2005-109 Special Tax Refunding Bonds, Rebate Fund" (the "Rebate
Fund"), into which there shall be deposited as necessary investment earnings in the Bond and
Interest Fund, the Reserve Fund and the Special Reserve Fund to the extent required so as to
maintain the tax-exempt status of interest on the Series 2016 Bonds all at the direction of the
City. All rebates, special impositions or taxes for such purpose payable to the United States of
America(Internal Revenue Service) shall be payable from the Rebate Fund at the direction of the
City.
Section 6.6 Investment of Funds. Moneys on deposit in Funds and Accounts
established hereunder may be invested from time to time in Qualified Investments pursuant to
and solely at the direction of the City to the Trustee provided that moneys on deposit in the
Special Redemption Account shall be invested in Qualified Investments having a maturity of 180
days or less. Except as otherwise expressly provided herein, earnings or losses on such
investments shall be attributed to the Fund or Account for which the investment was made. In
the event that the Trustee does not receive directions from the City to invest funds held
hereunder, the Trustee shall invest such funds in a money market fund which invests in short-
term securities issued or guaranteed by the United States Government, its agencies or
instrumentalities. The Trustee is hereby authorized to execute purchases and sales of Qualified
Investments through the facilities of its own trading or capital markets operations or those of any
affiliated entity.
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The Trustee shall send statements to the City and the Consultant on a monthly basis
reflecting activity in the funds and accounts established pursuant to this Indenture for the
preceding month as required by Section 9.9 of this Indenture. Although the City recognizes that
it may obtain a broker confirmation or written statement containing comparable information at
no additional cost, the City hereby agrees that confirmations of Qualified Investments are not
required to be issued by the Trustee for each month in which a monthly statement is rendered.
ARTICLE 7
COVENANTS AND AGREEMENTS OF THE CITY
Section 7.1 Tax Covenants.
(a) The City covenants with the holders of the Series 2016 Bonds from time
to time outstanding that it(i)will take all actions which are necessary to be taken(and avoid any
actions which it is necessary to avoid being taken) so that interest on the Series 2016 Bonds will
not be or become included in gross income for federal income tax purposes under existing law,
including without limitation the Code; (ii) will take all actions reasonably within its power to
take which are necessary to be taken (and avoid taking any actions which are reasonably within
its power to avoid taking and which are necessary to avoid) so that interest on the Series 2016
Bonds will not be or become included in gross income for federal income tax purposes under the
federal income tax laws as in effect from time to time; and(iii) will take no action or permit any
action in the investment of the proceeds of the Series 2016 Bonds, amounts in the Bond and
Interest Fund or any other funds of the City which would result in making interest on the Series
2016 Bonds subject to federal income taxes by reason of causing the Series 2016 Bonds to be
"arbitrage bonds" within the meaning of Section 148 of the Code, or direct or permit any action
inconsistent with the regulations under the Code as promulgated and as amended from time to
time and as applicable to the Series 2016 Bonds. The Mayor, City Clerk and City Treasurer are
authorized and directed to take such action as is necessary in order to carry out the issuance and
delivery of the Series 2016 Bonds including, without limitation, to make any representations and
certifications they deem proper pertaining to the use of the proceeds of the Series 2016 Bonds
and moneys in the Funds and Accounts established hereunder in order to establish that the Series
2016 Bonds shall not constitute arbitrage bonds as so defined.
(b) The City further covenants as follows with respect to the requirements of
Section 148(f) of the Code, relating to the rebate of "excess arbitrage profits" (the "Rebate
Requirement")to the United States:
(i) Unless an applicable exception to the Rebate Requirement is
available to the City,the City will meet the Rebate Requirement.
(ii) Relating to applicable exceptions, the City shall make such
elections under the Code as it shall deem reasonable and in the best interests of
the City.
(iii) The City shall, not less frequently than annually, cause a rebate
report to be prepared and delivered to the Trustee and upon receipt of such report
cause the Trustee to transfer to the Rebate Fund the amount determined to be the
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accrued liability under the Rebate Requirement from other funds held pursuant to
this Indenture. The City shall cause to be paid to the United States, without
further order or direction from the Corporate Authorities, from time to time as
required,amounts sufficient to meet the Rebate Requirement.
(iv) Interest earnings in the Bond and Interest Fund, the Special
Reserve Fund and the Reserve Fund are hereby authorized to be transferred, upon
written direction from the Corporate Authorities, from time to time as required, to
the Rebate Fund for the purposes herein provided; and proceeds of the Series
2016 Bonds, investment earnings or amounts on deposit in any of the other funds
and accounts created hereunder and any other Fund of the City are also hereby
authorized to be used to meet the Rebate Requirement, but only if necessary after
application of investment earnings as aforesaid and only as appropriated and
directed by the Corporate Authorities.
Section 7.2 Lew and Collection of Taxes. The City covenants with the holders of the
Series 2016 Bonds from time to time outstanding that:
(a) it will take all actions, if any, which shall be necessary, in order further to
provide for the levy, extension, collection and application of the taxes levied by this Indenture
and the Bond Ordinance including enforcement of the Special Taxes as described in clause (c)
below;
(b) it will not take any action which would adversely affect the levy,
extension, collection and application of the taxes levied by this Indenture and the Bond
Ordinance, except to abate those taxes to the extent permitted by this Indenture and the Special
Tax Rolls and Reports;
(c) it will comply with all requirements of the Special Service Area Act, the
Bond Ordinance and other applicable present and future laws concerning the levy, extension and
collection of the taxes levied by this Indenture and the Bond Ordinance; in each case so that the
City shall be able to pay the principal of and interest on the Series 2016 Bonds as they come due,
replenish the Reserve Fund to the Reserve Requirement and will take all actions necessary to
assure the timely collection of the Special Taxes, including without limitation, the enforcement
of any delinquent Special Tax by providing the County with such information as is deemed
necessary to enable the County to include any property subject to a delinquent Special Tax in the
County Collector's annual tax sale and upon receipt of the written request of the Bond Insurer or
a majority of the Bondholders in the event the tax lien is forfeited at such tax sale,by instituting
proceedings, including assigning to the Trustee its right to purchase as a taxing district the
unpaid taxes due upon the property all in the manner provided by law; provided, however, that
the obligation to purchase unpaid taxes, or institute any proceeding shall only arise in the event
the City makes the determination that sufficient funds are on deposit in the Administrative
Expense Fund to apply to the purchase of the unpaid taxes and/or pay the costs of any
proceeding;
(d) in the event the City approves any change in the plats of subdivision for
the Special Service Areas which changes the density of either of the Special Service Areas or
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otherwise becomes aware of a change in density, it shall provide prompt written notice to the
Consultant of such fact and the circumstances resulting in the change in density; and
(e) to the extent possible, it will direct Kendall County to deposit all Special
Taxes when collected including Foreclosure Proceeds, condemnation proceeds and prepayments
directly with the Trustee to be applied as set forth herein.
Section 7.3 Proper Books and Records. The City will keep, or cause the Trustee to
keep, proper books of record and accounts, separate from all other records and accounts of the
City, in which complete and correct entries shall be made of all transactions relating to the
deposits to and expenditure of amounts disbursed from the Funds and Accounts created
hereunder and the Special Taxes. Such books of record and accounts shall at all times during
business hours be subject to the inspection of the holders of not less than ten percent (10%) of
the principal amount of the Series 2016 Bonds then outstanding, or their representatives
authorized in writing. The City, or the Trustee on behalf of the City, upon written request will
mail to the Purchaser and the Bond Insurer any information relating to the Series 2016 Bonds,
the Special Service Areas or the Special Services, including, but not limited to, the annual audits
of the Funds and Accounts established under this Indenture for each and every year.
Section 7.4 Against Encumbrances. The City will not encumber, pledge or place any
charge or lien upon any of the Special Taxes or other amounts pledged to the Series 2016 Bonds
superior to, on a parity with, or junior to, the pledge and lien created in this Indenture for the
benefit of the Series 2016 Bonds, except as permitted by, or specifically set forth in, this
Indenture.
Section 7.5 Continuing Disclosure Undertaking. The reports, statements and other
documents required to be furnished to or by the Trustee pursuant to any provisions of this
Indenture shall be available to the Purchaser and the Trustee shall submit to the Municipal
Securities Rulemaking Board (the "MSRB") through the Electronic Municipal Market Access
System ("EMMA") all information as required pursuant to the Continuing Disclosure
Agreement.
Section 7.6 [Municipal Bond Insurance Policy; Covenants In Favor of Bond Insurer.
Notwithstanding any other provisions set forth in this Indenture, the provisions of this Section
shall govern so long as the Bond Insurance Policy is in effect and the Bond Insurer is not in
default in its payment obligations under the Bond Insurance Policy.
(a) The prior written consent of the Bond Insurer shall be a condition
precedent to the deposit of any credit instrument provided in lieu of a cash deposit into the
Reserve Fund. Notwithstanding anything to the contrary set forth herein, amounts on deposit in
the Reserve Fund shall be applied solely to the payment of debt service due on the Series 2016
Bonds.
(b) The Bond Insurer shall be deemed to be the sole holder of the Series 2016
Bonds for the purpose of exercising any voting right or privilege or giving any consent or
direction or taking any other action that the holders of the Series 2016 Bonds insured by it are
entitled to take pursuant to this Indenture pertaining to (i) defaults and remedies and (ii) the
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duties and obligations of the Trustee. In furtherance thereof and as a term of this Indenture and
each Series 2016 Bond, the Trustee and each Bondholder appoint the Bond Insurer as their agent
and attorney-in-fact and agree that the Bond Insurer may at any time during the continuation of
any proceeding by or against the City under the United States Bankruptcy Code or any other
applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an "Insolvency
Proceeding") direct all matters relating to such Insolvency Proceeding, including without
limitation, (A) all matters relating to any claim or enforcement proceeding in connection with an
Insolvency Proceeding (a "Claim"), (B) the direction of any appeal of any order relating to any
Claim, (C) the posting of any surety, supersedes or performance bond pending any such appeal,
and(D) the right to vote to accept or reject any plan of adjustment. In addition, the Trustee and
each Bondholder delegate and assign to the Bond Insurer, to the fullest extent permitted by law,
the rights of the Trustee and each Bondholder in the conduct of any Insolvency Proceeding,
including, without limitation, all rights of any party to an adversary proceeding or action with
respect to any court order issued in connection with any such Insolvency Proceeding. Remedies
granted to the Bondholders shall expressly include mandamus.
(c) The Bond Insurer shall be a third party beneficiary under this Indenture.
(d) Any amendment, supplement,modification to, or waiver of, this Indenture
that requires the consent of Bon downers or adversely affects the rights and interests of the Bond
Insurer shall be subject to the prior written consent of the Bond Insurer.
(e) The rights granted to the Bond Insurer under this Indenture to request,
consent to or direct any action are rights granted to the Bond Insurer in consideration of its
issuance of the Bond Insurance Policy. Any exercise by the Bond Insurer of such rights is
merely an exercise of the Bond Insurer's contractual rights and shall not be construed or deemed
to be taken for the benefit, or on behalf, of the Bondholders and such action does not evidence
any position of the Bond Insurer, affirmative or negative, as to whether the consent of the
Bondowners or any other person is required in addition to the consent of the Bond Insurer.
(f) Only (1) cash, (2) non-callable direct obligations of the United States of
America ("Treasuries"), (3) evidences of ownership of proportionate interests in future interest
and principal payments on Treasuries held by a bank or trust company as custodian,under which
the owner of the investment is the real party in interest and has the right to proceed directly and
individually against the obligor and the underlying Treasuries are not available to any person
claiming through the custodian or to whom the custodian may be obligated, (4) subject to the
prior written consent of the Bond Insurer, pre-refunded municipal obligations rated "AAA" and
"Aaa"by S&P and Moody's,respectively,or(5) subject to the prior written consent of the Bond
Insurer, securities eligible for "AAA" defeasance under then existing criteria of S&P or any
combination thereof, shall be used to effect defeasance of the Series 2016 Bonds unless the Bond
Insurer otherwise approves in writing.
To accomplish defeasance if the Series 2016 Bonds are not subject to redemption
within 90 days of the date of defeasance, the City shall cause to be delivered (i) a report of an
independent firm of nationally recognized certified public accountants or such other accountant
as shall be acceptable to the Bond Insurer("Accountant")verifying the sufficiency of the escrow
established to pay the Series 2016 Bonds in full on the maturity or redemption date
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4830-5794-3594.6
("Verification"), (ii) an Escrow Deposit Agreement (which shall be acceptable in form and
substance to the Bond Insurer), (iii) an opinion of nationally recognized bond counsel to the
effect that the Series 2016 Bonds are no longer "Outstanding" under this Indenture and (iv) a
certificate of discharge executed by the Trustee with respect to the Series 2016 Bonds; each
Verification and defeasance opinion shall be acceptable in form and substance, and addressed,to
the City, Trustee and the Bond Insurer. The Bond Insurer shall be provided with final drafts of
the above-referenced documentation by the City not less than five business days prior to the
funding of the escrow.
Bonds shall be deemed "Outstanding" under this Indenture unless and until they
are in fact paid and retired or the above criteria are met.
(g) Amounts paid by the Bond Insurer under the Bond Insurance Policy shall
not be deemed paid for purposes of this Indenture and the Series 2016 Bonds relating to such
payments shall remain Outstanding and continue to be due and owing until paid by the City in
accordance with this Indenture. This Indenture shall not be discharged unless all amounts due or
to become due to the Bond Insurer have been paid in full or duly provided for.
(h) The City covenants and agrees to take such action (including, as
applicable, filing of UCC financing statements and continuations thereof) as is necessary from
time to time to preserve the priority of the pledge of the Trust Estate under applicable law.
(i) The Trustee agrees to file all continuation statements as directed in writing
by the City which are necessary from time to time to preserve the priority of the pledge of the
Trust Estate.
6) Claims upon the Bond Insurance Policy and Payments by and to the Bond
Insurer.
If, on the third Business Day prior to the related scheduled interest payment date or
principal payment date ("Payment Date") there is not on deposit with the Trustee, after making
all transfers and deposits required under this Indenture, moneys sufficient to pay the principal of
and interest on the Series 2016 Bonds due on such Payment Date,the Trustee shall give notice to
the Bond Insurer and to its designated agent(if any) (the "Insurer's Fiscal Agent") by telephone
or telecopy of the amount of such deficiency by 12:00 noon, New York City time, on such
Business Day. If, on the second Business Day prior to the related Payment Date, there continues
to be a deficiency in the amount available to pay the principal of and interest on the Series 2016
Bonds due on such Payment Date, the Trustee shall make a claim under the Bond Insurance
Policy and give notice to the Bond Insurer and the Bond Insurer's Fiscal Agent (if any) by
telephone of the amount of such deficiency, and the allocation of such deficiency between the
amount required to pay interest on the Series 2016 Bonds and the amount required to pay
principal of the Series 2016 Bonds, confirmed in writing to the Bond Insurer and the Bond
Insurer's Fiscal Agent by 12:00 noon, New York City time, on such second Business Day by
filling in the form of Notice of Claim and Certificate delivered with the Bond Insurance Policy.
The Trustee shall designate any portion of payment of principal on Bonds paid by the
Bond Insurer, whether by virtue of mandatory sinking kind redemption, maturity or other
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4830-5794-3594.6
advancement of maturity, on its books as a reduction in the principal amount of Series 2016
Bonds registered to the then current Bondholder, whether DTC or its nominee or otherwise, and
shall issue a replacement Bond to the Bond Insurer, registered in the name of
in a principal amount equal to the amount of
principal so paid (without regard to authorized denominations); provided that the Trustee's
failure to so designate any payment or issue any replacement Series 2016 Bond shall have no
effect on the amount of principal or interest payable by the City on any Bond or the subrogation
rights of the Bond Insurer.
The Trustee shall keep a complete and accurate record of all funds deposited by the Bond
Insurer into the Policy Payments Account (defined below) and the allocation of such funds to
payment of interest on and principal of any Series 2016 Bond. The Bond Insurer shall have the
right to inspect such records at reasonable times upon reasonable notice to the Trustee.
Upon payment of a claim under the Bond Insurance Policy, the Trustee shall establish a
separate special purpose trust account for the benefit of Bondholders referred to herein as the
"Policy Payments Account" and over which the Trustee shall have exclusive control and sole
right of withdrawal. The Trustee shall receive any amount paid under the Bond Insurance Policy
in trust on behalf of Bondholders and shall deposit any such amount in the Policy Payments
Account and distribute such amount only for purposes of making the payments for which a claim
was made. Such amounts shall be disbursed by the Trustee to Bondholders in the same manner
as principal and interest payments are to be made with respect to the Series 2016 Bonds under
the sections hereof regarding payment of Bonds. It shall not be necessary for such payments to
be made by checks or wire transfers separate from the check or wire transfer used to pay debt
service with other funds available to make such payments. Notwithstanding anything herein to
the contrary, the City agrees to pay to the Bond Insurer,but solely from the Trust Estate(i)a sum
equal to the total of all amounts paid by the Bond Insurer under the Bond Insurance Policy (the
"Insurer Advances"); and (ii) interest on such Insurer Advances from the date paid by the Bond
Insurer until payment thereof in full, payable to the Bond Insurer at the Late Payment Rate per
annum (collectively, the "Insurer Reimbursement Amounts"). "Late Payment Rate" means the
lesser of(a) the greater of(i) the per annum rate of interest, publicly announced from time to
time by JPMorgan Chase Bank at its principal office in The City of New York, as its prime or
base lending rate (any change in such rate of interest to be effective on the date such change is
announced by JPMorgan Chase Bank) plus 3%, and (ii) the then applicable highest rate of
interest on the Series 2016 Bonds and (b) the maximum rate permissible under applicable usury
or similar laws limiting interest rates. The Late Payment Rate shall be computed by the Bond
Insurer on the basis of the actual number of days elapsed over a year of 360 days. The City
hereby covenants and agrees that the Insurer Reimbursement Amounts are secured by a lien on
and pledge of the Trust Estate and payable from such Trust Estate on a parity with debt service
due on the Series 2016 Bonds.
Funds held in the Policy Payments Account shall not be invested by the Trustee and may
not be applied to satisfy any costs, expenses or liabilities of the Trustee. Any funds remaining in
the Policy Payments Account following a Bond payment date shall promptly be remitted to the
Bond Insurer.
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(k) The Bond Insurer shall, to the extent it makes any payment of principal of
or interest on the Series 2016 Bonds, become subrogated to the rights of the recipients of such
payments in accordance with the terms of the Bond Insurance Policy (which subrogation rights
shall also include the rights of any such recipients in connection with any Insolvency
Proceeding). Each obligation of the City to the Bond Insurer under this Indenture shall survive
discharge or termination of this Indenture.
(1) The City shall pay or reimburse the Bond Insurer but solely from the Trust
Estate any and all charges, fees, costs and expenses that the Bond Insurer may reasonably pay or
incur in connection with (i) the administration, enforcement, defense or preservation of any
rights or security under this Indenture; (ii) the pursuit of any remedies under this Indenture or
otherwise afforded by law or equity, (iii) any amendment, waiver or other action with respect to,
or related to, this Indenture whether or not executed or completed, or(iv) any litigation or other
dispute in connection with this Indenture or the transactions contemplated hereby, other than
costs resulting from the failure of the Bond Insurer to honor its obligations under the Bond
Insurance Policy. The Bond Insurer reserves the right to charge a reasonable fee as a condition
to executing any amendment,waiver or consent proposed in respect of this Indenture.
After payment of reasonable expenses of the Trustee, the application of funds realized
upon default shall be applied to the payment of expenses of the City or rebate only after the
payment of past due and current debt service on the Series 2016 Bonds and amounts required to
restore the Reserve Fund to the Reserve Fund Requirement.
(m) The Bond Insurer shall be entitled to pay principal or interest on the Series
2016 Bonds that shall become Due for Payment but shall be unpaid by reason of Nonpayment by
the City (as such terms are defined in the Bond Insurance Policy) whether or not the Bond
Insurer has received a Notice of Nonpayment (as such terms are defined in the Bond Insurance
Policy) or a claim upon the Bond Insurance Policy.
(n) The notice address of the Bond Insurer is:
In each case in which notice or
other communication refers to an Event of Default, then a copy of such notice or other
communication shall also be sent to the attention of the General Counsel and shall be marked to
indicate"URGENT MATERIAL ENCLOSED."]
(o) The Bond Insurer shall be provided with the following information:
(i) The City shall provide the annual audited financial statements
within 210 days after the end of the City's fiscal year(together with a certification
of the City that it is not aware of any default or Event of Default under this
Indenture), and the City's annual budget within 30 days after the approval thereof
together with such other information, data or reports as the Bond Insurer shall
reasonably request from time to time;
(ii) The Trustee shall provide notice of any draw upon the Reserve
Fund within two Business Days after knowledge thereof other than (i)
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withdrawals of amounts in excess of the Reserve Fund Requirement and (ii)
withdrawals in connection with a refunding of Series 2016 Bonds;
(iii) The City shall provide or cause to be provided so long as the Series
2016 Bonds are Outstanding(a) Special Tax delinquency reports to be prepared as
of each January 1,July 1 and October 1, and to be delivered no later than 30 days
after such dates, commencing July 1,2016, (b) annual assessed value updates; (c)
annual county tax sales reports (Kane County); (d) annual delinquency/collection
rate summary related to the Special Taxes, and (e) annual updates of the value to
lien ratio;
(iv) The Trustee and the City shall provide notice of any Event of
Default known to the Trustee or City within five Business Days after knowledge
thereof;
(v) The Trustee shall provide prior notice of the advance refunding or
redemption of any of the Series 2016 Bonds, including the principal amount,
maturities and CUSIP numbers thereof;
(vi) The Trustee and the City shall provide notice of the resignation or
removal of the Trustee and Bond Registrar and the appointment of, and
acceptance of duties by,any successor thereto;
(vii) The City shall provide notice of the commencement of any
Insolvency Proceeding;
(viii) The City shall provide notice of the making of any claim in
connection with any Insolvency Proceeding seeking the avoidance as a
preferential transfer of any payment of principal of, or interest on, the Series 2016
Bonds;
(ix) The City shall provide a full original transcript of all proceedings
relating to the execution of any amendment, supplement, or waiver to this
Indenture;and
(x) The Trustee and the City shall provide all reports, notices and
correspondence to be delivered to Bondholders under the terms of this Indenture.
In addition,to the extent that the City has entered into a continuing disclosure agreement,
covenant or undertaking with respect to the Series 2016 Bonds, all information furnished
pursuant to such agreements shall also be provided by the City to the Bond Insurer,
simultaneously with the furnishing of such information.
(p) The Bond Insurer shall have the right to receive such additional
information as it may reasonably request.
(q) The City will permit the Bond Insurer to discuss the affairs, finances and
accounts of the City or any information the Bond Insurer may reasonably request regarding the
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security for the Series 2016 Bonds with appropriate officers of the City and will use
commercially reasonable efforts to enable the Bond Insurer to have access to the facilities,books
and records of the City on any business day upon reasonable prior notice.
(r) In determining whether any amendment,consent,waiver or other action to
be taken, or any failure to take action, under this Indenture would adversely affect the security
for the Series 2016 Bonds or the rights of the Bondholders, the Trustee shall consider the effect
of any such amendment, consent, waiver, action or inaction as if there were no Bond Insurance
Policy.
(s) The City shall not enter into any contract or take any action by which the
rights of the Bond Insurer or security for or sources of payment of the Series 2016 Bonds may be
impaired or prejudiced in any material respect except upon obtaining the prior written consent of
the Bond Insurer.
(t) So long as any Bonds insured by the Insurer remain outstanding or any
amounts are owed to the Insurer by the City, the City shall not enter into any interest rate
exchange agreement, cap, collar, floor, ceiling or other agreement or instrument involving
reciprocal payment obligations between the City and a counterparty based on interest rates
applied to a notional amount of principal,without the prior written consent of the Insurer.]
ARTICLE 8
DEFAULTS AND REMEDIES
Section 8.1 Events of Default. "Events of Default" under this Indenture are as
follows:
(a) Default shall be made by the City in the payment of the principal of or
premium, if any, on any Series 2016 Bond when and as the same shall become due and payable,
either at maturity or by proceedings for redemption or otherwise.
(b) Default shall be made by the City in the payment of any installment of
interest on any Series 2016 Bond when and as such installment of interest shall become due and
payable.
(c) The City shall (1) commence a voluntary case under the Federal
bankruptcy laws, as now or hereafter constituted, or any other applicable Federal or state
bankruptcy, insolvency or other similar law, (2) make an assignment for the benefit of its
creditors, (3) consent to the appointment of a receiver of itself or of the whole or any substantial
part of its property, or(4)be adjudicated a bankrupt or have entered against it any order for relief
in respect of any involuntary case under the Federal bankruptcy laws, as now or hereafter
constituted, or any other applicable Federal or state bankruptcy, insolvency or other similar law
and such order shall continue in effect for a period of 60 days without stay or vacation.
(d) A court of competent jurisdiction shall enter an order,judgment or decree
appointing a receiver of the City, or of the whole or any substantial part of its property, or
approving a petition seeking reorganization of the City under the Federal bankruptcy laws or any
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other applicable Federal or state law or statute and such order,judgment or decree shall not be
vacated or set aside or stayed within 60 days from the date of the entry thereof.
(e) Under the provisions of any other law for the relief or aid of debtors, any
court of competent jurisdiction shall assume custody or control of the City or of the whole or any
substantial part of its property, and such custody or control shall not be terminated or stayed
within 60 days from the date of assumption of such custody or control.
(f) The City shall default in the due and punctual performance of any other of
the covenants, conditions, agreements and provisions contained in the Series 2016 Bonds, the
Bond Ordinance or in this Indenture on the part of the City to be performed, and such default
shall continue for 30 days after written notice specifying such default and requiring the same to
be remedied shall have been given to the City by the Trustee (which may give such notice
whenever it reasonably determines that such a default exists and shall give such notice at the
written request of the Bond Insurer or the holders of not less than 25% in principal amount of the
Series 2016 Bonds then outstanding).
Section 8.2 Remedies. Upon the occurrence of an Event of Default the Trustee may,
and upon the written request of the Bond Insurer or the holders of 25%in principal amount of the
outstanding Series 2016 Bonds affected by the Event of Default and upon being indemnified as
provided in Section 9.2(h) hereof shall, proceed to protect and enforce its rights and the rights of
the holders of the Series 2016 Bonds by a suit, action or special proceeding in equity or at law,
by mandamus or otherwise, either for the specific performance of any covenant or agreement
contained herein or in aid or execution of any power herein granted or for any enforcement of
any proper legal or equitable remedy as the Trustee, being advised by counsel, shall deem most
effective to protect and enforce the rights aforesaid.
During the continuance of an Event of Default, all moneys received by the Trustee under
this Indenture from the City or from any other source shall be applied by the Trustee in
accordance with the terms of Section 8.10 hereof.
Any judgment against the City shall be enforceable only against the amounts pledged
pursuant to this Indenture. There shall not be authorized any deficiency judgment against any
assets of,or the general credit of,the City,its officers or employees or independent contractors.
The Series 2016 Bonds shall not be subject to acceleration upon the occurrence of an
Event of Default.
Section 8.3 Notice of Default. The Trustee shall, within 10 days after the Trustee
receives notice or obtains knowledge of the occurrence of an Event of Default, mail to the City,
the Bond Insurer,and the Bondholders at the address shown on the registration books of the City
maintained by the Bond Registrar, notice of all Events of Default known to the Trustee unless
such Events of Default shall have been cured before the giving of such notice.
Section 8.4 Termination of Proceedings by Trustee. In case any proceedings taken by
the Trustee on account of any Event of Default shall have been discontinued or abandoned for
any reason, or shall have been determined adversely to the Trustee, then and in every such case
the City, the Trustee and the Bondholders shall be restored to their former positions and rights
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hereunder, respectively, and all rights, remedies and powers of the Trustee shall continue as
though no such proceeding had been taken.
Section 8.5 Right of Bondholders to Control Proceedings. Anything in this Indenture
to the contrary notwithstanding, the holders of a majority in principal amount of the Series 2016
Bonds then outstanding shall have the right, by an instrument in writing executed and delivered
to the Trustee,to direct the method and place of conducting all remedial proceedings to be taken
by the Trustee hereunder in respect of the Series 2016 Bonds; provided that such direction shall
not be otherwise than in accordance with law and the Trustee shall be indemnified to its
satisfaction against the costs, expenses and liabilities to be incurred therein or thereby.
Section 8.6 Right of Bondholders to Institute Suit. No holder of any of the Series
2016 Bonds shall have any right to institute any suit, action or proceeding in equity or at law for
the execution of any trust hereunder, or for any other remedy hereunder or on the Series 2016
Bonds unless such holder previously shall have given to the Trustee written notice of an Event of
Default as hereinabove provided, and unless also the Bond Insurer or the holder, or holders, of
25% in principal amount of the outstanding Series 2016 Bonds affected by the Event of Default
shall have made written request of the Trustee after the right to exercise such powers, or right of
action, as the case may be, shall have accrued, and shall have afforded the Trustee a reasonable
opportunity either to proceed to exercise the powers hereinbefore granted, or to institute such
action, suit, or proceeding in its name; and unless, also, there shall have been offered to the
Trustee security and indemnity satisfactory to it against the costs, expenses and liabilities to be
incurred therein or thereby, and the Trustee shall have refused or neglected to comply with such
request within a reasonable time;and such notification,request and offer of indemnity are hereby
declared in every such case, at the option of the Trustee, to be conditions precedent to the
execution of the powers and trusts of this Indenture or for any other remedy hereunder; it being
understood and intended that no one or more holders of the Series 2016 Bonds shall have any
right in any manner whatever by his or their action to affect, disturb or prejudice the security of
this Indenture, or to enforce any right hereunder, except in the manner herein provided, and that
all proceedings at law or in equity shall be instituted, had and maintained in the manner herein
provided and for the equal benefit of all holders of the outstanding Series 2016 Bonds.
Nothing in this Section 8.6 contained shall, however, affect or impair the right of any
Bondholder, which is absolute and unconditional, to enforce the payment of the principal of and
interest on the Bondholder's Series 2016 Bonds out of the Bond and Interest Fund, or the
obligation of the City to pay the same,out of the Bond and Interest Fund,at the time and place in
the Series 2016 Bonds expressed.
Section 8.7 Suits by Trustee. All rights of action under this Indenture, or under any of
the Series 2016 Bonds, enforceable by the Trustee,may be enforced by it without the possession
of any of the Series 2016 Bonds or the production thereof at the trial or other proceeding relative
thereto, and any such suit, or proceeding, instituted by the Trustee shall be brought in its name
for the ratable benefit of the holders of the Series 2016 Bonds affected by such suit or
proceeding, subject to the provisions of this Indenture.
Section 8.8 Remedies Cumulative. No remedy herein conferred upon or reserved to
the Trustee or to the Bondholders is intended to be exclusive of any other remedy or remedies,
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and each and every remedy shall be cumulative, and shall be in addition to every other remedy
given hereunder or now or hereafter existing at law or in equity or by statute.
Section 8.9 Waiver of Default. No delay or omission of the Trustee or of any
Bondholder to exercise any right or power shall be construed to be a waiver of any such default,
or an acquiescence therein; and every power and remedy given by this Article 8 to the Trustee
and the Bondholders, respectively, may be exercised from time to time, and as often as may be
deemed expedient.
Section 8.10 Application of Moneys After Default. The City covenants that if an Event
of Default shall happen and shall not have been remedied, the Trustee shall apply moneys,
securities and funds on deposit in the Funds and Accounts established pursuant to Article 6 or
received by the Trustee pursuant to any right given or action taken under the provisions of this
Section as follows and in the following order:
(a) To the payment of the reasonable and proper fees, charges, expenses and
liabilities of the Trustee, the Bond Registrar and any paying agent, including the fees and
expenses of outside counsel for the Trustee, Bond Registrar and any paying agent and the
payment of Administrative Expenses owed to the City or the Consultant.
(b) To the payment of the principal and interest then due on the Series 2016
Bonds as follows:
(i) first, to the payment to the persons entitled thereto of all interest
then due or payable on the Series 2016 Bonds in the order of the maturity of such
installments;
(ii) second, to the payment to the persons entitled thereto of the unpaid
installments of principal of any of the Series 2016 Bonds which have become due
in the order of the maturity of such installments;and
(iii) third, to the payment of amounts due and payable to the Bond
Insurer,not paid pursuant to(i)and(ii)above.
Whenever moneys are to be applied by the Trustee pursuant to the provisions of this paragraph,
such moneys shall be applied by the Trustee at such times, and from time to time, as the Trustee
in its sole discretion shall determine,having due regard for the amount of such moneys available
for application and the likelihood of additional moneys becoming available for such application
in the future. The deposit of such moneys with the paying agent, or otherwise setting aside such
moneys, in trust for the proper purpose, shall constitute proper application by the Trustee; and
the Trustee shall incur no liability whatsoever to the City, to any Bondholder or to any other
person for any delay in applying any such funds, so long as the Trustee acts with reasonable
diligence, having due regard to the circumstances, and ultimately applies the same in accordance
with such provisions of this Indenture as may be applicable at the time of application by the
Trustee. Whenever the Trustee shall exercise such discretion in applying such funds, it shall fix
the date (which shall be an Interest Payment Date unless the Trustee shall deem another date
more suitable) upon which such application is to be made and upon such date interest on the
amounts of principal paid on such date shall cease to accrue. The Trustee shall give such notice
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as it may deem appropriate of the fixing of any such date and of the endorsement to be entered
on each Series 2016 Bond on which payment shall be made, and shall not be required to make
payment to the holder of any unpaid Series 2016 Bond until such Series 2016 Bond shall be
presented to the Trustee for appropriate endorsement, or some other procedure deemed
satisfactory by the Trustee.
ARTICLE 9
TRUSTEE
Section 9.1 Appointment of the Trustee. The Trustee hereunder is hereby constituted
and appointed as the trustee of an express trust hereby created for the Bondholders. The further
rights and duties of the Trustee are set forth in this Article 9.
Section 9.2 Performance of Duties. The Trustee shall perform such duties and only
such duties as are specifically set forth in this Indenture, using such care as a corporate trustee
ordinarily would use in performing trusts under a corporate indenture or trust or depositary
agreement.
No provision of this Indenture shall be construed to relieve the Trustee from liability for
its own negligent action, its own negligent failure to act or its own willful misconduct, except
that:
(a) The duties and obligations of the Trustee shall be determined solely by the
express provisions of this Indenture, and the Trustee shall not be liable except for the
performance of such duties and obligations as are specifically set forth in this Indenture, and no
implied covenants or obligations shall be read into this Indenture against the Trustee.
(b) In the absence of bad faith on the part of the Trustee, the Trustee may
conclusively rely, as to the truth of the statements and the correctness of the opinions expressed
therein, upon any certificate or opinion furnished to the Trustee conforming to the requirements
of this Indenture;but in the case of any such certificate or opinion which by any provision hereof
is specifically required to be furnished to the Trustee, the Trustee shall be under a duty to
examine the same to determine whether or not it conforms to the requirements of this Indenture.
(c) The Trustee shall not be liable with respect to any action taken or omitted
to be taken by it in good faith in accordance with the direction of the holders of not less than a
majority (or such other percentage as is otherwise specifically required by the terms hereof) in
aggregate principal amount of all the Series 2016 Bonds at the time outstanding other than
actions taken or omitted by the Trustee which are adjudicated to have resulted from the
negligence of the Trustee.
(d) None of the provisions contained in this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur individual financial liability in the
exercise of any of its rights or powers.
(e) At any and all reasonable times, upon first providing 48 hours' notice to
the City, the Trustee, and its duly authorized agents, attorneys, experts, engineers, accountants
and representatives, shall have the right fully to inspect any and all of the books, papers and
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records of the City pertaining to the Special Services and the Series 2016 Bonds, and to copy
such memoranda from and in regard thereto as may be desired.
(f) The Trustee shall not be required to give any bond or surety in respect of
the execution of the trusts and powers granted by this Indenture or otherwise in respect of the
premises.
(g) Notwithstanding anything elsewhere in this Indenture contained, the
Trustee shall have the right,but shall not be required,to demand, in respect of the withdrawal of
any cash or any action whatsoever within the purview of this Indenture, any showings,
certificates, opinions, appraisals or other information or corporate action or evidence thereof, in
addition to that by the terms hereof required as a condition of such action by the Trustee,
reasonably necessary to establish the right of the City to the withdrawal of any cash or the taking
of any other action by the Trustee.
(h) Before taking any action under Section 8.2, the Trustee may require that a
satisfactory indemnity bond or other security satisfactory to it be furnished by the party
requesting that the Trustee take such action for the reimbursement of all expenses to which it
may be put and to protect it against all liability, except liability which is adjudicated to have
resulted from the negligence or willful default of the Trustee in connection with any action so
taken or failure to act in accordance with this Indenture.
(i) All moneys received by the Trustee or any paying agent shall, until used
or applied or invested as herein provided, be held in trust for the purposes for which they were
received.
Section 9.3 Instruments Upon Which Trustee May Rel Except as otherwise
provided in paragraph(b)hereof:
(a) The Trustee may rely and shall be protected in acting upon any resolution,
certificate, statement, instrument, opinion, report, notice, request, consent, order, bond or other
paper or document reasonably believed by it to be genuine and to have been signed or presented
by the proper party or parties;
(b) Any notice, request, direction, election, order or demand of the City
mentioned herein shall be sufficiently evidenced by an instrument signed in the name of the City
by its Mayor or its City Clerk (unless other evidence in respect thereof be herein specifically
prescribed); and any resolution of the Corporate Authorities may be evidenced to the Trustee by
a copy thereof certified by the City Clerk under the City seal;
(c) The Trustee may consult with reputable counsel(who may but need not be
counsel for the City) and the opinion of such counsel shall be full and complete authorization and
protection in respect of any action taken or suffered by it hereunder in good faith and in
accordance with the opinion of such counsel;
(d) Whenever in the administration of the trusts under this Indenture, the
Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking
or suffering any action hereunder, such matter(unless other evidence in respect thereof be herein
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specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee,
be deemed to be conclusively proved and established by a certificate of the City; and such
certificate of the City shall, in the absence of negligence or bad faith on the part of the Trustee,
be full warranty to the Trustee for any action taken or suffered by it under the provisions of this
Indenture upon the faith thereof.
Section 9.4 Trustee not Responsible for Recitals and Other Matters. The Trustee shall
not be responsible in any manner whatsoever for the correctness of the recitals herein or in the
Series 2016 Bonds (except the Trustee's certificate of authentication thereon), all of which are
made by the City solely; and the Trustee shall not be responsible or accountable in any manner
whatsoever for or with respect to the validity or execution or sufficiency of this Indenture, or of
any indenture supplemental hereto, or of the Bond Ordinance or the Series 2016 Bonds, or the
sufficiency of the taxes levied to pay the principal of and interest on the Series 2016 Bonds, or
for the security afforded hereby or for the validity of any securities at any time held hereunder,
and the Trustee makes no representation with respect thereto. The Trustee shall not be
accountable for the use or application by the City of the proceeds of any Series 2016 Bonds
authenticated and delivered hereunder, or for the use or application of any moneys paid over by
the Trustee in accordance with any provision of this Indenture.
Section 9.5 Trustee May Acquire Series 2016 Bonds. The Trustee and its officers and
directors may acquire and hold,or become the pledgee of, Series 2016 Bonds and may otherwise
deal with the City in the manner and to the same extent and with like effect as though it were not
Trustee hereunder.
Section 9.6 Qualification of Trustee. There shall at all times be a Trustee hereunder
which shall be a corporation organized and doing business under the laws of the United States or
any state thereof, authorized under such laws to exercise corporate trust powers, having a
combined capital, surplus and undivided profits of at least $25,000,000, and subject to
supervision or examination by federal or state authority. If such corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of any supervising or
examining authority above referred to, then for the purposes of this paragraph the combined
capital, surplus and undivided profits of such corporation shall be deemed to be its combined
capital, surplus and undivided profits as set forth in its most recent report of condition so
published. In case at any time the Trustee shall cease to be eligible in accordance with the
provisions of this paragraph, the Trustee shall resign immediately in the manner and with the
effect specified in Section 9.7.
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Section 9.7 Resignation or Removal of Trustee and Appointment of Successor. The
Trustee may at any time resign by giving written notice to the City, the Bond Insurer, and the
Bondholders by first class mail to the names and addresses shown on the list maintained by the
Bond Registrar. Upon receiving such notice of resignation, the City shall promptly appoint a
successor Trustee by an instrument in writing executed by order of the City. If no successor
Trustee shall have been so appointed and have accepted appointment within 30 days after the
giving of such notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee, or any Bondholder who has been a bona
fide holder of a Series 2016 Bond or Series 2016 Bonds for at least six months may,on behalf of
himself and all others similarly situated, petition any such court for the appointment of a
successor Trustee. Such court may thereupon, after such notice, if any, as it may deem proper
and prescribe,appoint a successor Trustee.
(a) In case at any time any of the following shall occur:
(i) The Trustee shall cease to be eligible in accordance with the
provisions of Section 9.6 and shall fail to resign after written request therefor by
the City or by any Bondholder who has been a bona fide holder of a Series 2016
Bond or Series 2016 Bonds for at least six months,or
(ii) The Trustee shall become incapable of acting, or shall be adjudged
a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be
appointed, or any public officer shall take charge or control of the Trustee or of its
property or affairs for the purpose of rehabilitation,conservation or liquidation,
then, in any such case, the City may remove the Trustee and appoint a successor Trustee-by an
instrument in writing executed by order of the City or any Bondholder may, on behalf of himself
and all others similarly situated, petition any court of competent jurisdiction for the removal of
the Trustee and the appointment of a successor Trustee. Such court may thereupon, after such
notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor
Trustee.
(b) After the recurrence of an Event of Default, the Bond Insurer or the
holders of a majority in aggregate principal amount of all the Series 2016 Bonds at the time
outstanding may remove the Trustee and appoint a successor Trustee by an instrument or
concurrent instruments in writing signed by the Bond Insurer or such Bondholders. Such
successor Trustee shall be a corporation authorized under applicable laws to exercise corporate
trust powers, may be incorporated under the laws of the United States or of any State within the
United States. Such successor Trustee shall satisfy the minimum combined capital, surplus and
undivided profits requirement set forth in Section 9.6.
(c) The City, subject to the approval of the Bond Insurer or the holders of a
majority in aggregate principal amount of all the Series 2016 Bonds at the time outstanding, may
at any time remove the Trustee and appoint a successor Trustee by an instrument in writing
signed by the City and accompanied by an instrument or concurrent instruments in writing
signed by such Bondholders approving such removal and appointment.
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(d) Any resignation or removal of the Trustee and appointment of a successor
Trustee pursuant to any of the provisions of this Section 9.7 shall become effective upon
acceptance of appointment by the successor Trustee as provided in Section 9.8.
Section 9.8 Concerning the Successor Trustee. Any successor Trustee appointed as
provided in Section 9.7 shall execute, acknowledge and deliver to the City and to its predecessor
Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or
removal of the predecessor Trustee shall become effective and such successor Trustee, without
any further act, deed or conveyance, shall become vested with all the rights, powers, trusts,
duties and obligations of its predecessor in the trusts hereunder, with like effect as if originally
named as Trustee herein; but nevertheless on the written request of the City or the request of the
successor Trustee, the Trustee ceasing to act shall execute and deliver an instrument transferring
to such successor Trustee, upon the trusts herein expressed, all the rights, powers and trusts of
the Trustee so ceasing to act. Upon request of any such successor Trustee,the City shall execute
any and all instruments in writing more fully and certainly vesting in and confirming to such
successor Trustee all such rights, powers and duties. Any Trustee ceasing to act shall
nevertheless be entitled to receive the amounts due it as compensation, reimbursement, expenses
and indemnity afforded to it by this Article 9.
No successor Trustee shall accept appointment as provided in this Section 9.8 unless at
the time of such acceptance such successor Trustee shall be eligible under the provisions of
Section 9.6.
Upon the acceptance of appointment by a successor Trustee as provided in this Section
9.8, the City shall mail a copy of such notice to each person whose name appears as an owner of
Series 2016 Bonds on the list maintained by the Bond Registrar. If the City fails to mail such
notice within 10 days after acceptance of appointment by the successor Trustee, the successor
Trustee shall cause such notice to be mailed at the expense of the City.
Section 9.9 Monthly Statements. The Trustee shall provide to the Purchaser, the
Consultant, the Bond Insurer and the City, or their designees, a monthly statement, commencing
on March 1, 2016, itemizing all moneys received by it and all payments made by it under this
Indenture during the preceding monthly period and annual reports relating to the Funds and
Accounts created under this Indenture and such other information relating to the Series 2016
Bonds and the Funds and Accounts maintained by the Trustee under this Indenture as the
Purchaser,the Bond Insurer and the City shall reasonably request.
ARTICLE 10
SUPPLEMENTAL INDENTURES
Section 10.1 Sunnlemental Indentures Not Requiring Consent of Bondholders. The
City by the Corporate Authorities, and the Trustee from time to time and at any time, subject to
the conditions and restrictions in this Indenture contained including, without limitation, the
provisions of Section 10.6 hereof, may pass and accept an indenture or indentures supplemental
hereto, which indenture or indentures thereafter shall form a part hereof, for any one or more of
the following purposes:
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(a) To add to the covenants and agreements of the City in this Indenture
contained, other covenants and agreements thereafter to be observed or to surrender, restrict or
limit any right or power herein reserved to or conferred upon the City;
(b) To grant to or confer upon the Trustee for the benefit of the owners of the
Series 2016 Bonds any additional rights, remedies, powers, authority or security that may
lawfully be granted to or conferred upon the owners or the Trustee;
(c) To modify, amend or supplement this Indenture in such manner as to
permit, if presented, the qualification of this Indenture under the Trust Indenture Act of 1939 or
any similar federal statute then in effect or under any state blue sky law; and
(d) To surrender any right, power or privilege reserved to or conferred upon
the City by the terms of this Indenture, provided that the surrender of such right, power or
privilege is not contrary to or inconsistent with the covenants and agreements of the City
contained in this Indenture.
(e) To issue refunding bonds subject to the limitations set forth in the Special
Tax Rolls and Reports and the Establishing Ordinances.
(f) To permit any other amendment that,in the judgment of the Trustee, is not
materially adverse to the Trustee or the Holders.
Any supplemental indenture authorized by the provisions of this Section 10.1 may be
executed by the City,by the Corporate Authorities,and by the Trustee without the consent of the
registered owners of any of the Series 2016 Bonds at the time outstanding,but only upon receipt
of an opinion of bond counsel if requested pursuant to the provisions of Section 10.6,
notwithstanding any of the provisions of Section 10.2, but the Trustee shall not be obligated to
accept any provision of such supplemental indenture to the extent that it affects the Trustee's
own rights,duties or immunities under this Indenture or otherwise.
Section 10.2 Supplemental Indentures Requiring Consent of Bondholders. With the
consent(evidenced as provided herein) of the Bond Insurer and the registered owners of not less
than a majority in aggregate principal amount of the Series 2016 Bonds,respectively, at the time
outstanding, but only upon receipt of an opinion of bond counsel if requested pursuant to the
provisions of Section 10.6, the City, by the Corporate Authorities may pass, and the Trustee may
accept from time to time and at any time an indenture or indentures supplemental hereto for the
purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of this indenture or of any supplemental indenture; provided that no such modification
or amendment shall extend the maturity or reduce the principal of or the interest rate on or
otherwise alter or impair the obligation of the City to pay the principal, interest or redemption
premium, if any, at the time and place and at the rate and in the currency provided therein of any
Series 2016 Bond without the express consent of the registered owner of such Series 2016 Bond
or permit the creation of a preference or priority of any Series 2016 Bond or Series 2016 Bonds
over any other Series 2016 Bond or Series 2016 Bonds or reduce the percentage of Series 2016
Bonds, respectively, required for the affirmative vote or written consent to an amendment or
modification, or deprive the registered owners of the Series 2016 Bonds,respectively, (except as
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aforesaid)of the right to payment of the Series 2016 Bonds, respectively, from the Special Taxes
and the Foreclosure Proceeds without the consent of the registered owners of all the Series 2016
Bonds (as the case may be) then outstanding. Upon receipt by the Trustee of a certified copy of
such Indenture and upon the filing with the Trustee of evidence of the consent of the Bond
Insurer and Bondholders as aforesaid, the Trustee shall accept such supplemental indenture, but
the Trustee shall not be obligated to accept any provision of such supplemental indenture to the
extent that it affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise.
It shall not be necessary for the consent of the Bondholders under this paragraph to
approve the particular form of any proposed supplemental indenture, but it shall be sufficient if
such consent shall approve the substance thereof.
Promptly after the passage by the City and the acceptance by the Trustee of any
supplemental indenture pertaining to the Series 2016 Bonds pursuant to the provisions of this
paragraph,the City shall cause the Trustee to mail a notice by first class mail to the Bond Insurer
and the Bondholders, setting forth in general terms the substance of such supplemental indenture,
and that the supplemental Indenture has been consented to by the Bond Insurer and the requisite
percentage of the Bondholders. Any failure of the City to give such notice,or any defect therein,
shall not,however, in any way impair or affect the validity of any such supplemental indenture.
Section 10.3 Supplemental Indenture to Modify this Indenture. Upon the execution of
any supplemental indenture pursuant to the provisions of this Article 10, and upon receipt of the
opinion of bond counsel if required by the provisions of Section 10.6, this Indenture shall be
modified and amended in accordance therewith and the respective rights, duties and obligations
under this Indenture of the City, the Trustee and all registered owners of Series 2016 Bonds,
respectively, outstanding thereunder shall thereafter be determined, exercised and enforced
hereunder subject in all respects to such modification and amendments, and all the terms and
conditions of any such supplemental indenture shall be and be deemed to be part of the terms and
conditions of this Indenture for any and all purposes.
Section 10.4 Trustee May Rely Upon Opinion of Counsel Re: Supplemental Indenture.
The Trustee may receive an opinion of counsel as conclusive evidence that any supplemental
indenture executed pursuant to the provisions of this Article 10 complies with the requirements
of this Article 10.
Section 10.5 Notation. Series 2016 Bonds authenticated and delivered after the
execution of any supplemental indenture pursuant to the provisions of this Article 10 may bear a
notation, in form approved by the Trustee, as to any matter provided for in such supplemental
indenture, and if such supplemental indenture shall so provide, new Series 2016 Bonds, so
modified as to conform, in the opinion of the Trustee and the Corporate Authorities, to any
modification of this Indenture contained in any such supplemental indenture,may be prepared by
the City, authenticated by the Trustee and delivered without cost to the registered owners of the
Series 2016 Bonds then outstanding, upon surrender for cancellation of such Series 2016 Bonds
in equal aggregate principal amounts.
41
4830-5794-3594.6
Section 10.6 Opinion of Bond Counsel. Prior to the adoption of a supplemental
indenture executed pursuant to the provisions of this Article 10 the Trustee shall give written
notice by mail to the Bond Insurer and the registered owners of all Series 2016 Bonds
Outstanding at the addresses as set forth in the Register of the Series 2016 Bonds held by the
Bond Registrar of the substance of the proposed supplemental indenture. If within 10 days of the
Trustee's mailing such notice any registered owner of the Series 2016 Bonds requests that an
opinion of bond counsel be delivered to the effect that such supplemental indenture will not
adversely affect the exclusion from gross income of interest on the Series 2016 Bonds for federal
income tax purposes, such supplemental indenture shall not become effective until such opinion
has been delivered to the Trustee.
ARTICLE 11
DEFEASANCE
Section 11.1 Defeasance.
(a) If the City shall pay or cause to be paid, or there shall otherwise be paid,to
the Owners of all Series 2016 Bonds the principal or Redemption Price, if applicable, and
interest due or to become due thereon, at the times and in the manner stipulated therein and in
this Indenture, then the pledge of the Trust Estate, and all covenants, agreements and other
obligations of the City to the Bondholders, shall thereupon cease,terminate and become void and
be discharged and satisfied. In such event, the Trustee shall cause an accounting for such period
or periods as shall be requested by the City to be prepared and filed with the City and, upon the
request of the City, shall execute and deliver to the City all such instruments as may be desirable
to evidence such discharge and satisfaction, and the Trustee shall pay over or deliver to the City
all moneys or securities held pursuant to this Indenture which are not required for the payment of
principal or Redemption Price, if applicable, of and interest on'Series 2016 Bonds. If the City
shall pay or cause to be paid, or there shall otherwise be paid, to the Owners of any Outstanding
Series 2016 Bonds the principal or Redemption Price and interest due or to become due thereon,
at the times and in the manner stipulated therein and in this Indenture, such Series 2016 Bonds
shall cease to be entitled to any lien, benefit or security under this Indenture, and all covenants,
agreements and obligations of the City to the Owners of such Bonds shall thereupon cease,
terminate and become void and be discharged and satisfied.
(b) Series 2016 Bonds or interest installments for the payment or redemption
of which moneys shall have been set aside and shall be held in trust by the Trustee (through
deposit by the City of funds for such payment or redemption or otherwise) at the maturity or
redemption date thereof shall be deemed to have been paid within the meaning and with the
effect expressed in subsection(a) of this Section 11.1. In addition, any Outstanding Series 2016
Bonds shall, prior to the maturity or redemption date thereof, be deemed to have been paid
within the meaning and with the effect expressed in subsection (a) of this Section 11.1 upon
compliance with the provisions of subsection(c)of this Section 11.1.
(c) Subject to the provisions of subsection (d) of this Section 11.1, any
Outstanding Series 2016 Bonds shall, prior to the maturity or redemption date thereof, be
deemed to have been paid within the meaning and with the effect expressed in subsection (a) of
this Section 11.1 if
42
4830-5794-3594.6
(i) in case any of said Series 2016 Bonds are to be redeemed on any
date prior to their maturity, the City shall have given to the Trustee irrevocable
instructions accepted in writing by the Trustee to give as provided in Section 3.5
notice of redemption of such Bonds on said date;
(ii) there shall have been deposited with the Trustee either moneys in
an amount which shall be sufficient or Defeasance Securities,the principal of and
the interest on which when due will provide moneys which, together with the
moneys, if any, deposited with the Trustee at the same time, shall be sufficient, to
pay when due the principal or Redemption Price, if applicable, and interest due
and to become due on said Series 2016 Bonds on or prior to the redemption date
or maturity date thereof,as the case may be; and
(iii) in the event said Series 2016 Bonds do not mature, are not by their
terms subject to redemption or,under the plan of refunding applicable thereto, are
not to be redeemed, in each case,within the next succeeding ninety (90) days, the
City shall have given the Trustee in form satisfactory to it irrevocable instructions
to give, as soon as practicable, by first-class mail, postage prepaid, to the owners
of such Series 2016 Bonds at their last addresses appearing on the books of the
City kept at the office of the Bond Registrar a notice that the deposit required by
(ii) above has been made with the Trustee and that said Series 2016 Bonds are
deemed to have been paid in accordance with this Section 11.1 and stating such
maturity or redemption date upon which moneys are to be available for the
payment of the principal or Redemption Price, if applicable, on said Series 2016
Bonds.
(d) Anything in this Indenture to the contrary notwithstanding, any moneys
held in trust for the payment and discharge of any of the Series 2016 Bonds which remain
unclaimed for one year after the date when such Series 2016 Bonds have become due and
payable, either at their stated maturity dates or by call for earlier redemption shall be repaid to
the City, as its absolute property and free from trust, and the Trustee shall thereupon be released
and discharged, with respect thereto and the Bondholders shall look only to the City for the
payment of such Series 2016 Bonds; provided, however, that before being required to make any
such payment to the City,the Trustee shall,at the expense of the City, give to the owners of such
Series 2016 Bonds as to which any moneys remain unclaimed, by first class mail, postage
prepaid, at the last address of such owners appearing on the books of the City kept at the office
of the Bond Registrar, a notice that said moneys remain unclaimed and that, after a date named
in said notice, which date shall be not less than thirty (30) days after the date of the mailing of
such notice,the balance of such moneys then unclaimed will be returned to the City.
(e) Upon the payment or defeasance of all outstanding Series 2016 Bonds as
provided in this Article 11, the Trustee and the City shall execute a Satisfaction of Tax Lien for
all Parcels for which a satisfaction of tax lien has not previously been delivered and the City
shall file or cause to be filed such Satisfaction of Tax Lien with the Recorder of Deeds of
Kendall County,Illinois.
43
4830-5794-3594.6
ARTICLE 12
MISCELLANEOUS
Section 12.1 Severability. If any provision of this Indenture shall be held or deemed to
be illegal, inoperative or unenforceable under applicable law or interpreted in such manner as to
be prohibited by or be held invalid under such law, such provision shall be ineffective to the
extent of such prohibition or invalidity, without invalidating the remainder of such provision or
the remaining provisions of this Indenture.
Section 12.2 Notices. Except as otherwise provided in this Indenture, all notices,
certificates or other communications hereunder shall be sufficiently given and shall be deemed
given when personally delivered or mailed by certified mail, postage prepaid, or when sent by
telecopy(receipt confirmed by telephone)or telegram,addressed as follows:
If to the City: United City of Yorkville
800 Game Farm Road
Yorkville,IL 60560
Attention: Mayor
Telephone: (630)553-4350
Bond Counsel: Foley& Lardner LLP
321 N. Clark St., Suite 2800
Chicago,IL 60654-5313
Attention: Laura L. Bilas
Telephone: (312) 832-4533
Fax: (312) 832-4700
If to the Trustee: Amalgamated Bank of Chicago
30 North LaSalle Street
38`h Floor
Chicago,IL 60602
Attention: Ann Longino
Telephone: (312)822-3187
Fax: (312) 541-6044
If to the Purchaser: William Blair&Company,L.L.C.
222 West Adams Street
Chicago,IL 60606
Attention: Peter Raphael
Telephone: (312)364-8386
Fax: (312)236-0174
If to the Bond Insurer:
44
4830-5794-3594.6
Section 12.3 Holidays. If any date for the payment of an amount hereunder or the
taking of any other action required or permitted to be taken hereunder, is not a Business Day,
then such payment shall be due, or such action shall or may be taken, as the case may be, on the
first Business Day thereafter with the same force and effect as if done on the nominal date
provided in this Indenture.
Section 12.4 Execution of Counterparts. This Indenture may be executed in several
counterparts, each of which shall be an original and all of which shall constitute but one and the
same instrument.
Section 12.5 Applicable Law. This Indenture shall be governed by and construed in
accordance with the internal laws of the State.
Section 12.6 Immunity of Officers, Employees, Elected Officials of City. No recourse
shall be had for the payment of the principal of or premium, if any, or interest on any of the
Series 2016 Bonds or for any claim based thereon or upon any obligation,covenant or agreement
contained in this Indenture or any agreement supplemental hereto, against any past, present or
future Mayor, trustee or other officer, director, member, employee, attorney or agent of the City,
or any incorporator, officer, director, member, trustee, employee or agent of any successor
corporation or body politic, as such, either directly or through the City or any successor
corporation or body politic, under any rule of law or equity, statute or constitution or by the
enforcement of any assessment or penalty or otherwise, and all such liability of any such
incorporators, officers, directors, trustees, members, employees or agents, as such, is hereby
expressly waived and released as a condition of and consideration for the execution of this
Indenture and the issuance of any of the Series 2016 Bonds.
45
4830-5794-3594.6
IN WITNESS WHEREOF, the United City of Yorkville, Illinois has caused these
presents to be signed in its name and on its behalf by its Mayor and its corporate seal to be
hereunto affixed and attested by its City Clerk and to evidence its acceptance of the trusts hereby
created Amalgamated Bank of Chicago has caused these presents to be signed in its name and on
its behalf by its Authorized Officer, its official seal to be hereunto affixed and the same to be
attested by its Authorized Officer,all as of the day and year first above written.
UNITED CITY OF YORKVILLE,ILLINOIS
By:
Mayor
[SEAL]
Attest:
By:
City Clerk
AMALGAMATED BANK OF CHICAGO,
as Trustee
By:
Authorized Officer
[SEAL]
Attest:
By:
Authorized Officer
[Signature Page to Trust Indenture]
4830-5794-3594.6
Exhibit A-1
UNITED CITY OF YORKVILLE
SPECIAL SERVICE AREA NUMBER 2005-108
PARCEL 1:
THAT PART OF THE WEST HALF OF SECTION 22, TOWNSHIP 37
NORTH, RANGE 7, EAST OF THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS
FOLLOWS: COMMENCING AT AN EXISTING IRON PIPE STAKE SAID TO BE OVER
THE ORIGINAL LOCATION OF A STONE IN THE CENTER LINE OF THE BRISTOL
AND OSWEGO ROAD, PREVIOUSLY DESCRIBED AS BEING 23.05 CHAINS WEST
AND NORTH 35 DEGREES 30 MINUTES WEST 11.02 CHAINS FROM THE SOUTHEAST
CORNER OF SAID SECTION 22; THENCE NORTH 34 DEGREES 59 MINUTES 00
SECONDS WEST, ALONG A LINE FORMING AN ANGLE OF 93 DEGREES 23 MINUTES
07 SECONDS WITH THE CENTERLINE OF U.S. ROUTE 34, MEASURED FROM
NORTHEAST TO NORTHWEST, 2,054.60 FEET FOR POINT OF BEGINNING; THENCE
SOUTH 52 DEGREES 08 MINUTES 00 SECONDS WEST, 825.40 FEET; THENCE NORTH
38 DEGREES 06 MINUTES 00 SECONDS WEST, 1,803.88 FEET TO THE CENTER LINE
OF KENNEDY ROAD; THENCE NORTHEASTERLY ALONG SAID CENTER LINE,
1,581.49 FEET TO A POINT WHICH IS 350.0 FEET SOUTHWESTERLY OF, AS
MEASURED ALONG SAID CENTER LINE, THE MOST EASTERLY CORNER OF
BRISTOL LAKE SUBDIVISION; THENCE SOUTH 38 DEGREES 15 MINUTES 40
SECONDS EAST, 1,639.93 FEET TO A LINE DRAWN NORTH 52 DEGREES 45 MINUTES
17 SECONDS EAST FROM THE POINT OF BEGINNING; THENCE SOUTH 52 DEGREES
45 MINUTES 17 SECONDS WEST, 750.69 FEET TO THE POINT OF BEGINNING, IN
BRISTOL TOWNSHIP,KENDALL COUNTY,ILLINOIS.
PARCEL 2:
THAT PART OF THE SOUTH HALF OF SECTION 15 AND THAT PART OF
THE NORTH HALF OF SECTION 22, TOWNSHIP 37 NORTH, RANGE 7, EAST OF THE
THIRD PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS: BEGINNING AT THE
SOUTHEASTERLY CORNER OF BRISTOL LAKE SUBDIVISION, AS PER THE PLAT
THEREOF FILED FOR RECORD AS DOCUMENT 137733 IN PLAT BOOK 10 AT PAGE 58
ON MAY 10, 1962; THENCE NORTHWESTERLY ALONG THE NORTHEASTERLY LINE
OF SAID SUBDIVISION 1988.0 FEET TO THE NORTHEASTERLY CORNER OF SAID
SUBDIVISION; THENCE NORTHWESTERLY ALONG A LINE MAKING AN ANGLE OF
180 DEGREES 13 MINUTES 25 SECONDS MEASURED COUNTER-CLOCKWISE FROM
THE LAST DESCRIBED COURSE, A DISTANCE OF 895.02 FEET TO AN EXISTING
IRON PIPE STAKE; THENCE EASTERLY ALONG AN OLD FENCE LINE FORMING AN
INTERIOR ANGLE OF 58 DEGREES 15 MINUTES 28 SECONDS WITH THE LAST
DESCRIBED COURSE, A DISTANCE OF 1298.88 FEET (19.68 CHAINS) TO AN IRON
PIPE STAKE HEREWITH PLACED; THENCE SOUTHEASTERLY ALONG AN OLD
ESTABLISHED LINE OF OCCUPATION FORMING AN INTERIOR ANGLE OF 124
DEGREES 23 MINUTES 38 SECONDS WITH THE LAST DESCRIBED COURSE A
DISTANCE OF 2185.47 FEET TO AN EXISTING IRON PIPE STAKE ON THE CENTER
A-1-1
4830-5794-3594.6
LINE OF KENNEDY ROAD WHICH IS 1213.59 FEET NORTHEASTERLY FROM THE
POINT OF BEGINNING, AS MEASURED ALONG SAID CENTER LINE; THENCE
SOUTHWESTERLY ALONG SAID CENTER LINE 1213.59 FEET TO THE POINT OF
BEGINNING,IN THE TOWNSHIP OF BRISTOL,KENDALL COUNTY,ILLINOIS.
PARCEL 3:
THAT PART OF THE NORTH HALF OF SECTION 22, TOWNSHIP 37
NORTH, RANGE 7, EAST OF THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS
FOLLOWS: BEGINNING AT THE SOUTHEASTERLY CORNER OF BRISTOL LAKE
SUBDIVISION AS PER THE PLAT THEREOF FILED FOR RECORD AS DOCUMENT
137733 IN PLAT BOOK 10 AT PAGE 58 ON MAY 10, 1962; THENCE NORTHEASTERLY
ALONG THE CENTER LINE OF KENNEDY ROAD, WHICH MAKES AN ANGLE OF 88
DEGREES 58 MINUTES 47 SECONDS WITH THE NORTHEASTERLY LINE OF SAID
SUBDIVISION, MEASURED CLOCKWISE THEREFROM, A DISTANCE OF 1213.59
FEET; THENCE SOUTHERLY ALONG AN OLD EXISTING LINE OF OCCUPATION
FORMING AN INTERIOR ANGLE OF 94 DEGREES 54 MINUTES 43 SECONDS WITH
THE LAST DESCRIBED COURSE, A DISTANCE OF 1228.39 FEET; THENCE
SOUTHWESTERLY PARALLEL WITH THE AFORESAID CENTER LINE OF KENNEDY
ROAD, 1348.57; THENCE NORTHWESTERLY ALONG A LINE FORMING AN INTERIOR
ANGLE OF 88 DEGREES 37 MINUTES 37 SECONDS WITH THE LAST DESCRIBED
COURSE A DISTANCE OF 1224.23 FEET TO A POINT ON THE SOUTHEASTERLY LINE
OF SAID BRISTOL LAKE SUBDIVISION WHICH IS 0.46 FEET SOUTHWESTERLY
FROM THE POINT OF BEGINNING; THENCE NORTHEASTERLY ALONG SAID
SOUTHEASTERLY LINE 0.46 FEET TO THE POINT OF BEGINNING, IN THE
TOWNSHIP OF BRISTOL, KENDALL COUNTY, ILLINOIS (EXCEPTING THEREFROM
THAT LAND CONVEYED TO KENNETH D. DOTY, JR., IN DEED RECORDED AS
DOCUMENT NUMBER R85-5973, DESCRIBED AS FOLLOWS: THAT PART OF THE
NORTHWEST QUARTER OF SECTION 22, TOWNSHIP 37 NORTH, RANGE 7, EAST OF
THE THIRD PRINCIPAL MERIDIAN DESCRIBED AS FOLLOWS: BEGINNING AT THE
SOUTHEASTERLY CORNER OF BRISTOL LAKE SUBDIVISION; THENCE
NORTHEASTERLY ALONG THE CENTER LINE OF KENNEDY ROAD, 299.54 FEET;
THENCE SOUTHEASTERLY AT RIGHT ANGLES TO THE LAST DESCRIBED COURSE,
287.11 FEET; THENCE SOUTHWESTERLY, AT RIGHT ANGLES TO THE LAST
DESCRIBED COURSE, 306.88 FEET TO THE EASTERLY LINE OF A TRACT OF LAND
CONVEYED TO HERBERT L. RUCKS BY A WARRANTY DEED RECORDED AUGUST
1, 1966 IN BOOK 149 ON PAGE 303; THENCE NORTHWESTERLY ALONG SAID
EASTERLY LINE TO A POINT ON SAID CENTER LINE WHICH IS 0.46 FEET
SOUTHWESTERLY OF THE POINT OF BEGINNING; THENCE NORTHEASTERLY
ALONG SAID CENTER LINE, 0.46 FEET TO THE POINT OF BEGINNING, IN BRISTOL
TOWNSHIP,KENDALL COUNTY,ILLINOIS).
PARCEL 4:
THAT PART OF SECTION 22, TOWNSHIP 37 NORTH, RANGE 7, EAST OF
THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS: COMMENCING AT
THE SOUTHEASTERLY CORNER OF BRISTOL LAKE SUBDIVISION AS PER THE
A-1-2
4830-5794-3594.6
PLAT THEREOF FILED FOR RECORD AS DOCUMENT 137733 IN PLAT BOOK 10 AT
PAGE 58 ON MAY 10, 1962; THENCE NORTHEASTERLY ALONG THE CENTER LINE
OF KENNEDY ROAD WHICH MAKES AN ANGLE OF 88 DEGREES 58 MINUTES 47
SECONDS WITH THE NORTHEASTERLY LINE OF SAID SUBDIVISION, MEASURED
CLOCKWISE THEREFROM, A DISTANCE OF 1213.59 FEET; THENCE SOUTHERLY
ALONG AN OLD EXISTING LINE OF OCCUPATION FORMING AN INTERIOR ANGLE
OF 94 DEGREES 54 MINUTES 43 SECONDS WITH THE LAST DESCRIBED COURSE, A
DISTANCE OF 1228.39 FEET; THENCE SOUTHWESTERLY PARALLEL WITH THE
AFORESAID CENTER LINE OF KENNEDY ROAD, 1364.57 FEET FOR THE POINT OF
BEGINNING; THENCE NORTHEASTERLY ALONG THE LAST DESCRIBED COURSE
1348.57 FEET TO THE PENULTIMATE DESCRIBED POINT; THENCE
SOUTHEASTERLY ALONG A LINE FORMING AN INTERIOR ANGLE OF 94 DEGREES
54 MINUTES 43 SECONDS WITH THE LAST DESCRIBED COURSE, A DISTANCE OF
1402.38 FEET; THENCE SOUTHWESTERLY ALONG A LINE FORMING AN INTERIOR
ANGLE OF 84 DEGREES 52 MINUTES 28 SECONDS WITH THE LAST DESCRIBED
COURSE (BEING A LINE DRAWN PARALLEL WITH THE CENTER LINE OF U.S.
HIGHWAY ROUTE 34) A DISTANCE OF 2301.24 FEET; THENCE NORTHWESTERLY
ALONG A LINE DRAWN NORTH 35 DEGREES 30 MINUTES WEST FROM A POINT ON
THE SOUTHERLY LINE OF SAID SECTION 22 WHICH IS 23.03 CHAINS WEST OF THE
SOUTHEAST CORNER OF SAID SECTION 22 (SAID LINE FORMING AN INTERIOR
ANGLE OF 93 DEGREES 23 MINUTES 07 SECONDS WITH THE LAST DESCRIBED
COURSE) A DISTANCE OF 914.67 FEET; THENCE NORTHEASTERLY ALONG A LINE
FORMING AN INTERIOR ANGLE OF 92 DEGREES 15 MINUTES 44 SECONDS WITH
THE LAST DESCRIBED COURSE 877.73 FEET; THENCE NORTHWESTERLY ALONG A
LINE FORMING AN INTERIOR ANGLE OF 263 DEGREES 11 MINUTES 34 SECONDS
WITH THE LAST DESCRIBED COURSE, A DISTANCE OF 392.38 TO THE POINT OF
BEGINNING,IN THE TOWNSHIP OF BRISTOL, KENDALL COUNTY, ILLINOIS.
PARCEL 5:
THAT PART OF SECTION 22, TOWNSHIP 37 NORTH, RANGE 7, EAST OF
THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS: COMMENCING AT
THE SOUTHEASTERLY CORNER OF BRISTOL LAKE SUBDIVISION AS PER THE
PLAT THEREOF FILED FOR RECORD AS DOCUMENT 137733 IN PLAT BOOK 10,
PAGE 58 ON MAY 10, 1962; THENCE NORTHEASTERLY ALONG THE CENTER LINE
OF KENNEDY ROAD FORMING AN ANGLE OF 88 DEGREES 58 MINUTES 47
SECONDS WITH THE NORTHEASTERLY LINE OF SAID SUBDIVISION, MEASURED
CLOCKWISE THEREFROM, A DISTANCE OF 1213.59 FEET; THENCE SOUTHERLY
ALONG AN OLD EXISTING LINE OF OCCUPATION FORMING AN INTERIOR ANGLE
OF 94 DEGREES 54 MINUTES 43 SECONDS WITH THE LAST DESCRIBED COURSE,
2630.77 FEET FOR THE POINT OF BEGINNING; THENCE SOUTHEASTERLY ALONG
THE PROLONGATION OF THE LAST DESCRIBED COURSE 1142.51 FEET TO THE
CENTER LINE OF U.S. HIGHWAY ROUTE 34; THENCE SOUTHWESTERLY ALONG
SAID CENTER LINE FORMING AN INTERIOR ANGLE WITH THE LAST DESCRIBED
COURSE OF 84 DEGREES 52 MINUTES 28 SECONDS, 2336.0 FEET TO AN EXISTING
IRON PIPE STAKE SAID TO BE OVER THE ORIGINAL LOCATION OF A STONE IN THE
CENTER LINE OF THE ORIGINAL BRISTOL AND OSWEGO ROAD PREVIOUSLY
A-1-3
4830-5794-3594.6
DESCRIBED AS BEING 23.05 CHAINS WEST AND THENCE NORTH 35 DEGREES 30
MINUTES WEST 11.02 CHAINS FROM THE SOUTHEAST CORNER OF SAID SECTION
22; THENCE NORTH 35 DEGREES 30 MINUTES WEST ALONG A LINE FORMING AN
INTERIOR ANGLE OF 93 DEGREES 23 MINUTES 07 SECONDS WITH THE LAST
DESCRIBED COURSE 1139.93 FEET TO A LINE DRAWN SOUTHWESTERLY
PARALLEL WITH SAID CENTER LINE OF SAID ROUTE NO. 34 FROM THE POINT OF
BEGINNING; THENCE NORTHEASTERLY ALONG SAID PARALLEL LINE FORMING
AN INTERIOR ANGLE OF 86 DEGREES 36 MINUTES 53 SECONDS WITH THE LAST
DESCRIBED COURSE 2301.24 FEET TO THE POINT OF BEGINNING, IN THE
TOWNSHIP OF BRISTOL, KENDALL COUNTY,ILLINOIS.
EXCEPTING THEREFROM THE FOLLOWING DESCRIBED PARCEL:
THAT PART OF THE SOUTH HALF OF SECTION 22, TOWNSHIP 37
NORTH, RANGE 7, EAST OF THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS
FOLLOWS: COMMENCING AT THE SOUTHEAST CORNER OF LOT 27, IN BRISTOL
LAKE SUBDIVISION, ACCORDING TO THE PLAT THEREOF RECORDED AS
DOCUMENT 137733 IN PLAT BOOK 10, AT PAGE 58, ON MAY 10, 1962; THENCE
SOUTH 33 DEGREES 58 MINUTES 14 SECONDS EAST 33.00 FEET TO THE
CENTERLINE OF KENNEDY ROAD; THENCE NORTH 55 DEGREES 00 MINUTES 21
SECONDS EAST 299.54 FEET AS MEASURED ALONG SAID CENTERLINE; THENCE
SOUTH 34 DEGREES 59 MINUTES 39 SECONDS EAST 287.11 FEET; THENCE SOUTH
55 DEGREES 00 MINUTES 21 SECONDS WEST 306.92 FEET; THENCE SOUTH 33
DEGREES 37 MINUTES 35 SECONDS EAST 1,329.42 FEET; THENCE SOUTH 47
DEGREES 27 MINUTES 46 SECONDS EAST 1,247.97 FEET TO THE POINT OF
BEGINNING; THENCE SOUTH 34 DEGREES 46 MINUTES 42 SECONDS EAST 65.00
FEET; THENCE SOUTH 27 DEGREES 32 MINUTES 48 SECONDS EAST 238.32 FEET;
THENCE SOUTH 34 DEGREES 46 MINUTES 42 SECONDS EAST 588.35 FEET TO THE
NORTHERLY RIGHT OF WAY LINE OF U.S. ROUTE 34 PER GRANT DATED APRIL 13,
1923 AND RECORDED APRIL 18, 1923 IN BOOK 76, PAGE 82,AND BY GRANT DATED
APRIL 7, 1923 AND RECORDED APRIL 18, 1923 IN DEED RECORDED IN BOOK 76,
PAGE 30; THENCE SOUTH 55 DEGREES 12 MINUTES 58 SECONDS WEST 997.93 FEET
AS MEASURED ALONG SAID RIGHT OF WAY LINE; THENCE NORTH 38 DEGREES 09
MINUTES 48 SECONDS WEST 891.55 FEET; THENCE NORTH 55 DEGREES 13
MINUTES 34 SECONDS EAST 1,080.56 FEET TO THE POINT OF BEGINNING, ALL IN
KENDALL COUNTY,ILLINOIS.
A-1-4
4830-5794-3594.6
Exhibit A-2
UNITED CITY OF YORKVILLE
SPECIAL SERVICE AREA NUMBER 2005-109
[Portion North of Galena Road]
THAT PART OF SECTIONS 4 AND 9 IN TOWNSHIP 37 NORTH, RANGE 7 EAST OF THE
THIRD PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS: COMMENCING AT THE
NORTHEAST CORNER OF THE SOUTHEAST QUARTER OF SAID SECTION 4;
THENCE SOUTH 89 DEGREES 05 MINUTES 15 SECONDS WEST, ALONG THE NORTH
LINE OF SAID SOUTHEAST QUARTER, 1087.07 FEET FOR THE POINT OF
BEGINNING; THENCE SOUTH 00 DEGREES 14 MINUTES 26 SECONDS EAST, 725.09
FEET; THENCE NORTH 89 DEGREES 05 MINUTES 15 SECONDS EAST, 1087.08 FEET
TO THE EAST LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 4; THENCE
SOUTH 00 DEGREES 14 MINUTES 27 SECONDS EAST, ALONG THE EAST LINE OF
THE SOUTHEAST QUARTER OF SAID SECTION 4, 1924.04 FEET TO THE SOUTHEAST
CORNER OF THE SOUTHEAST QUARTER OF SAID SECTION 4; THENCE SOUTH 00
DEGREES 00 MINUTES 23 SECONDS WEST, ALONG THE EAST LINE OF THE
NORTHEAST QUARTER OF SAID SECTION 9, 1582.30 FEET; THENCE
NORTHWESTERLY ALONG A CURVE TO THE LEFT WITH A RADIUS OF 11520.00
FEET AND A CHORD BEARING OF NORTH 72 DEGREES 24 MINUTES 24 SECONDS,
AN ARC LENGTH OF 1132.95 FEET; THENCE NORTH 75 DEGREES 13 MINUTES 39
SECONDS WEST, 50.13 FEET; THENCE NORTH 14 DEGREES 46 MINUTES 21
SECONDS EAST, 882.65 FEET; THENCE NORTH 75 DEGREES 13 MINUTES 39
SECONDS WEST, 600.00 FEET; THENCE SOUTH 14 DEGREES 46 MINUTES 21
SECONDS WEST, 539.21 FEET; THENCE NORTH 75 DEGREES 29 MINUTES 39
SECONDS WEST, 208.25 FEET; THENCE SOUTH 87 DEGREES 42 MINUTES 08
SECONDS WEST, 115.27 FEET; THENCE SOUTHWESTERLY ALONG A CURVE TO
THE RIGHT WITH A RADIUS OF 680.00 FEET AND A CHORD BEARING OF SOUTH 08
DEGREES 42 MINUTES 26 SECONDS WEST, AN ARC LENGTH OF 140.94 FEET;
THENCE SOUTH 14 DEGREES 38 MINUTES 41 SECONDS WEST, 143.79 FEET;
THENCE SOUTHEASTERLY ALONG A CURVE TO THE LEFT WITH A RADIUS OF
25.00 FEET AND A CHORD BEARING OF SOUTH 30 DEGREES 17 MINUTES 29
SECONDS EAST, AN ARC LENGTH OF 39.21 FEET; THENCE NORTH 75 DEGREES 13
MINUTES 39 SECONDS WEST, 1040.30 FEET; THENCE NORTH 00 DEGREES 01
MINUTES 41 SECONDS WEST, 222.94 FEET; THENCE SOUTH 89 DEGREES 58
MINUTES 19 SECONDS WEST, 368.68 FEET; THENCE NORTH 19 DEGREES 50
MINUTES 05 SECONDS WEST, 831.41 FEET; THENCE SOUTH 89 DEGREES 00
MINUTES 40 SECONDS WEST, 331.94 FEET; THENCE NORTH 00 DEGREES 59
MINUTES 56 SECONDS WEST, 949.25 FEET; THENCE NORTH 89 DEGREES 00
MINUTES 40 SECONDS EAST, 385.09 FEET; THENCE NORTH 00 DEGREES 51
MINUTES 52 SECONDS WEST, 379.98 FEET; THENCE SOUTH 89 DEGREES 00
MINUTES 40 SECONDS WEST, 331.75 FEET; THENCE NORTH 00 DEGREES 37
MINUTES 06 SECONDS EAST, 907.69 FEET; THENCE SOUTH 89 DEGREES 55
MINUTES 02 SECONDS WEST, 335.39 FEET TO THE EAST RIGHT OF WAY LINE OF
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ILLINOIS ROUTE NO. 47; THENCE NORTH 00 DEGREES 57 MINUTES 52 SECONDS
EAST ALONG SAID EAST RIGHT OF WAY LINE, 80.01 FEET; THENCE NORTH 89
DEGREES 55 MINUTES 02 SECONDS EAST, 171.45 FEET; THENCE NORTH 00
DEGREES 32 MINUTES 06 SECONDS EAST, 5.72 FEET TO THE NORTH LINE OF THE
SOUTHWEST QUARTER OF SAID SECTION 4; THENCE NORTH 89 DEGREES 05
MINUTES 15 SECONDS EAST, ALONG SAID NORTH LINE, 2990.11 FEET TO THE
POINT OF BEGINNING, IN THE TOWNSHIP OF BRISTOL, KENDALL COUNTY,
ILLINOIS.
[Portion south of Galena Road]
THAT PART OF SECTIONS 9 AND 10 IN TOWNSHIP 37 NORTH, RANGE 7 EAST OF
THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS: COMMENCING AT
THE SOUTHEAST CORNER OF THE NORTHWEST QUARTER OF THE SOUTHWEST
QUARTER OF SAID SECTION 9; THENCE SOUTH 89 DEGREES 04 MINUTES 59
SECONDS WEST, ALONG THE SOUTH LINE OF THE NORTHWEST QUARTER OF THE
SOUTHWEST QUARTER OF SAID SECTION 9, 16.50 FEET FOR THE POINT OF
BEGINNING; THENCE NORTH 16 DEGREES 42 MINUTES 16 SECONDS EAST, 1391.17
FEET; THENCE NORTH 14 DEGREES 45 MINUTES 06 SECONDS EAST, 1940.59 FEET;
THENCE SOUTH 75 DEGREES 13 MINUTES 39 SECONDS EAST, 1563.43 FEET;
THENCE SOUTH 14 DEGREES 46 MINUTES 21 SECONDS WEST, 250.00 FEET;
THENCE SOUTH 75 DEGREES 13 MINUTES 39 SECONDS EAST,350.00 FEET; THENCE
NORTH 14 DEGREES 46 MINUTES 21 SECONDS EAST, 250.00 FEET; THENCE SOUTH
75 DEGREES 13 MINUTES 39 SECONDS EAST, 144.21 FEET; THENCE
SOUTHEASTERLY ALONG A CURVE TO THE RIGHT WITH A RADIUS OF 11400.00
FEET AND A CHORD BEARING OF SOUTH 71 DEGREES 42 MINUTES 58 SECONDS
EAST,AN ARC LENGTH OF 1395.73 FEET; THENCE SOUTH 22 DEGREES 02 MINUTES
45 SECONDS WEST, 324.61 FEET; THENCE SOUTH 08 DEGREES 47 MINUTES 21
SECONDS EAST, 103.70 FEET; THENCE SOUTH 07 DEGREES 55 MINUTES 29
SECONDS EAST, 102.94 FEET; THENCE SOUTH 21 DEGREES 01 MINUTES 10
SECONDS EAST, 102.94 FEET; THENCE SOUTH 37 DEGREES 33 MINUTES 02
SECONDS EAST, 103.76 FEET; THENCE SOUTH 59 DEGREES 21 MINUTES 35
SECONDS EAST, 103.34 FEET; THENCE SOUTH 67 DEGREES 57 MINUTES 15
SECONDS EAST, 728.53 FEET; THENCE SOUTH 67 DEGREES 57 MINUTES 04
SECONDS EAST, 149.67 FEET; THENCE SOUTH 54 DEGREES 48 MINUTES 46
SECONDS .EAST, 61.99 FEET; THENCE SOUTH 29 DEGREES 42 MINUTES 01
SECONDS EAST, 63.34 FEET; THENCE SOUTH 19 DEGREES 52 MINUTES 58
SECONDS EAST, 393.83 FEET; THENCE SOUTH 42 DEGREES 12 MINUTES 32
SECONDS EAST, 202.95 FEET; THENCE SOUTH 13 DEGREES 09 MINUTES 03
SECONDS WEST, 13.75 FEET; THENCE NORTH 76 DEGREES 50 MINUTES 57
SECONDS WEST, 477.07 FEET; THENCE SOUTH 13 DEGREES 09 MINUTES 09
SECONDS WEST, 246.59 FEET; THENCE SOUTH 30 DEGREES 33 MINUTES 27
SECONDS EAST, 163.94 FEET; THENCE SOUTH 12 DEGREES 43 MINUTES 25
SECONDS WEST, 205.80 FEET TO THE SOUTH LINE OF THE NORTH HALF OF THE
SOUTHWEST QUARTER OF SECTION 10; THENCE SOUTH 89 DEGREES 03 MINUTES
52 SECONDS WEST, ALONG SAID SOUTH LINE, 955.11 FEET; THENCE SOUTH 89
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4830-5794-3594.6
DEGREES 01 MINUTES 11 SECONDS WEST, ALONG THE SOUTH LINE OF THE
NORTH HALF OF THE SOUTHEAST QUARTER OF SAID SECTION 10, 2656.76 FEET;
THENCE SOUTH 89 DEGREES 04 MINUTES 59 SECONDS WEST, 1343.04 FEET TO THE
POINT OF BEGINNING,IN BRISTOL TOWNSHIP,KENDALL COUNTY,ILLINOIS.
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4830-5794-3594.6
EXHIBIT B
[ has delivered its municipal bond insurance policy(the"Policy")
with respect to the scheduled payments due of principal of and interest on this Bond to Amalgamated Bank of Chicago,Chicago,
Illinois,or its successor,as paying agent for the Bonds(the"Paying Agent'). Said Policy is on file and available for inspection at
the principal office of the Paying Agent and a copy thereof may be obtained from or the Paying Agent. All payments
requirgd to be made under the Policy shall be made in accordance with the provisions thereof. The owner of this Bond
acknowledges and consents to the subrogation rights of as more fully set forth in the Policy.]
UNITED STATES OF AMERICA
STATE OF ILLINOIS COUNTY OF KENDALL
UNITED CITY OF YORKVILLE
SPECIAL SERVICE AREA NUMBERS 2005-108 AND 2005-109
SPECIAL TAX REFUNDING BOND
SERIES 2016
Bond No.: R-_ Principal Amount: $
Date of Bond: Interest Rate: %
CUSIP: Date of Maturity: March 1,20_
Registered Owner: Cede&Co.
The United City of Yorkville, Kendall County, Illinois (the "City"), for value received,
promises to pay to the Registered Owner specified above or registered assigns,upon presentation
and surrender of this bond at the office of Amalgamated Bank of Chicago, Chicago, Illinois, as
Trustee (the "Trustee") the Principal Amount of this bond specified above on the Date of
Maturity specified above and to pay the Registered Owner of this bond interest on that sum at the
Interest Rate per year specified above from the Date of Bond specified above to the Date of
Maturity specified above, payable semiannually on March 1 and September 1, with the first
interest payment date being 1, 2016. Interest shall be computed on the basis of a
360 day year of twelve 30 days months. Interest on this bond shall be payable on each interest
payment date by check or draft of the Trustee mailed to the person in whose name this bond is
registered at the close of business on the 15th day of the month preceding such interest payment
date. During such time as this bond is registered so as to participate in a securities depository
system with The Depository Trust Company ("DTC"), principal of and interest on this Bond
shall be payable by wire transfer pursuant to instructions from DTC. The principal of, interest on
and redemption premium on this bond are payable in lawful money of the United States of
America. No interest shall accrue on this bond after its Date of Maturity unless this bond shall
have been presented for payment at maturity and shall not then have been paid.
This bond is one of an authorized issue of bonds in the aggregate principal amount of
$ . This bond and the issue of which it is a part(together,the"Series 2016 Bonds")are
issued pursuant to the provisions of the"Special Service Area Tax Law," 35 ILCS §200/27 5, et
seq., as amended, and the provisions of the Local Government Debt Reform Act, 30 ILCS
§350/1, et seq., as amended, and the principal of and interest on the Series 2016 Bonds are
payable from special taxes designated as Special Taxes (the "Special Taxes") levied on all
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4830-5794-3594.6
taxable real property within the United City of Yorkville Special Service Area Numbers 2005-
108 and 2005-109(the"Special Service Areas")pursuant to special tax rolls.
The Series 2016 Bonds are being issued for the purpose of paying a portion of refunding
certain special service area bonds of the City, all as more fully described in an ordinance adopted
by the Mayor and City Council of the City on February 9, 2016 as supplemented by a Bond
Order executed pursuant thereto (collectively, the "Bond Ordinance") and a Trust Indenture
dated as of February 1, 2016 between the City and the Trustee (the "Indenture"), to all the
provisions of which the holder by the acceptance of this bond assents. Terms not otherwise
defined herein shall have the meanings ascribed to such terms in the Indenture. The Series 2016
Bonds, together with the interest thereon,are limited obligations of the City,payable solely from
the collection of the Special Taxes and other moneys deposited in certain Funds and Accounts
established pursuant to the Indenture. For the prompt payment of the principal of and interest on
this bond the Special Taxes are hereby irrevocably pledged. THE SERIES 2016 BONDS DO
NOT CONSTITUTE GENERAL OBLIGATIONS OF THE CITY AND NEITHER THE FULL
FAITH AND CREDIT NOR THE UNLIMITED TAXING POWER OF THE CITY SHALL BE
PLEDGED AS SECURITY FOR THE PAYMENT OF THE SERIES 2016 BONDS.
The Series 2016 Bonds maturing on March 1, 2031 and March 1, 2036 are subject to
mandatory redemption, in part and randomly, at the Redemption Price equal to the principal
amount thereof to be redeemed,without premium,on March 1 of the years and in the amounts as
follows:
2031 Term Bonds
Redemption Date Principal
March 1 Amount
2029 $
2030
2031 (maturity)
2036 Term Bonds
Redemption Date Principal
March 1 Amount
2032 $
2033
2034
2035
2036(maturity)
The City covenants that it will redeem the Series 2016 Bonds pursuant to the mandatory
sinking fund redemption requirements for the Series 2016 Bonds to the extent amounts are on
deposit in the Bond and Interest Fund.
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4830-5794-3594.6
The Series 2016 Bonds are also subject to optional redemption prior to maturity at the
option of the City, in whole or in part, on any date on or after March 1, 2026, at a redemption
price equal to the principal amount of the Bonds to be redeemed, plus accrued and unpaid
interest to the date of redemption.
Any optional redemption of Series 2016 Bonds shall be applied to the extent possible, to
reduce pro rata the amount maturing or required to be redeemed by mandatory sinking fund
redemption pursuant to the Indenture, and so as to maintain the proportion of principal maturing
or subject to mandatory sinking fund redemption in each year to the total original principal
amount of Series 2016 Bonds.
The Series 2016 Bonds, are also subject to mandatory redemption on any interest
payment date, in part, at a redemption price equal to the principal amount to be redeemed,
together with accrued interest to the date fixed for redemption, without premium, from amounts
in the Bond and Interest Fund consisting of the proceeds received by the City in connection with
a condemnation of any of the special services or any other property owned by or dedicated to the
City within the Special Service Areas and allocable to the Series 2016 Bonds as determined by
the Consultant and which proceeds are not used by the City to rebuild the Special Services.
The Series 2016 Bonds are subject to mandatory redemption on any Interest Payment
Date, in whole or in part, at a redemption price equal to the principal amount to be redeemed,
together with accrued interest to the date fixed for redemption,without premium, in the event of
a mandatory prepayment of the Special Taxes upon any event that reduces the total of the
Maximum Parcel Special Tax as described in, and in the amounts set forth in the Special Tax
Rolls and Reports.
The Series 2016 Bonds are also subject to mandatory redemption on any March 1, June 1,
September 1 or December 1, in part, from amounts available for disbursement from the Special
Redemption Account and from amounts transferred from the Reserve Fund and the Special
Reserve Fund to the Special Redemption Account in connection with optional prepayments of
the Special Taxes, at a redemption price (expressed as a percentage of the principal amount of
the Series 2016 Bonds to be redeemed), as set forth below,together with accrued interest on such
Series 2016 Bonds to the date fixed for redemption:
Redemption Dates Redemption Prices
On or prior to 102%
February 28,2025
March 1,2025 through 101
February 28,2026
March 1, 2026 and thereafter 100
Any mandatory redemption of the Series 2016 Bonds in part from proceeds from
condemnation or prepayments of the Special Taxes shall be applied to reduce pro rata the
amount of Series 2016 Bonds maturing or required to be redeemed by mandatory sinking fund
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4830-5794-3594.6
redemption pursuant to the Indenture, and so as to maintain the proportion of principal maturing
or subject to mandatory sinking fund redemption in each year to the total original principal
amount of Series 2016 Bonds.
If less than all the Series 2016 Bonds of any maturity are to be redeemed on any
redemption date, the Bond Registrar named below will assign to each Series 2016 Bond of the
maturity to be redeemed a distinctive number for each$1,000 of principal amount of that Series
2016 Bond. The Bond Registrar will then select by lot from the numbers so assigned,using such
method as it shall deem proper in its discretion, as many numbers as, at$1,000 per number, shall
equal the principal amount of Series 2016 Bonds of that maturity to be redeemed; provided that
following any redemption, no Series 2016 Bonds shall be outstanding in an amount less than the
minimum Authorized Denomination except(a)as necessary to effect the mandatory sinking fund
redemption of Series 2016 Bonds as provided in the Indenture, or (b) to effect a special
mandatory redemption from optional prepayments when the total aggregate principal amount of
Bonds outstanding is$100,000 or less.
Notice of the redemption of any Series 2016 Bonds, which by their terms shall have
become subject to redemption, will be given to the registered owner of each Series 2016 Bond
called for redemption in whole or in part not less than 30 or more than 60 days before any date
established for redemption of Series 2016 Bonds, by the Bond Registrar, on behalf of the City,
by registered or certified mail sent to the registered owner's last address,if any, appearing on the
registration books kept by the Bond Registrar. All notices of redemption shall include at least
the designation, date and maturities of Series 2016 Bonds called for redemption, CUSIP
Numbers, if available, and the date of redemption. In the case of a Series 2016 Bond to be
redeemed in part only, the notice will also specify the portion of the principal amount of the
Series 2016 Bond to be redeemed. The mailing of the notice specified above to the registered
owner of any Series 2016 Bond will be a condition precedent to the redemption of that Series
2016 Bond, provided that any notice which is mailed in accordance with the Indenture will be
conclusively presumed to have been duly given whether or not the owner received that notice.
The failure to mail notice to the owner of any Series 2016 Bond, or any defect in that notice,
shall not affect the validity of the redemption of any other Series 2016 Bonds.
With respect to an optional redemption of any Series 2016 Bonds, unless moneys
sufficient to pay the principal of, redemption premium, if any, and interest on the Series 2016
Bonds to be redeemed shall have been received by the Trustee prior to the giving of such notice
of redemption, such notice may, at the option of the City, state that said redemption shall be
conditional upon the receipt of such moneys by the Trustee on or prior to the date fixed for
redemption. If such moneys are not received,such notice shall be of no force and effect,the City
shall not redeem such Series 2016 Bonds and the Trustee shall give notice, in the same manner in
which the notice of redemption was given, that such moneys were not so received and that such
Series 2016 Bonds will not be redeemed.
This bond is negotiable, subject to the following provisions for registration and
registration of transfer. The City maintains books for the registration and registration of transfer
of Series 2016 Bonds at the office of the Trustee, as Bond Registrar. This bond is fully
registered on those books in the name of its owner, as to both principal and interest, and transfer
of this bond may be registered on those books upon surrender of this bond to the Bond Registrar
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4830-5794-3594.6
by the registered owner or his or her attorney duly authorized in writing together with a written
instrument of transfer satisfactory to the Bond Registrar duly executed by the registered owner or
his or her duly authorized attorney. Upon surrender of this bond for registration of transfer, a
new bond or bonds in the same aggregate principal amount and of the same maturity will be
issued to the transferee as provided in the Indenture.
This bond may be exchanged, at the option of the Registered Owner, for an equal
aggregate principal amount of bonds of the same maturity of any other Authorized
Denominations, upon surrender of this bond at the office of the Bond Registrar with a written
instrument of transfer satisfactory to the Bond Registrar duly executed by the Registered Owner
or his or her duly authorized attorney.
For every exchange or registration of transfer of this bond, the City or the Bond Registrar
may make a charge sufficient to reimburse it for any tax, fee or other governmental charge, other
than one imposed by the City,required to be paid with respect to that exchange or registration of
transfer,and payment of that charge by the person requesting exchange or registration of transfer
shall be a condition precedent to that exchange or registration of transfer. No other charge may
be made by the City or the Bond Registrar as a condition precedent to exchange or registration of
transfer of this bond.
The Bond Registrar shall not be required to exchange or register the transfer of any Series
2016 Bond following the close of business on the 15th day of the month preceding any interest
payment date on such Series 2016 Bond, nor to transfer or exchange any Series 2016 Bond after
notice calling such Series 2016 Bond for redemption has been mailed, nor during a period of 15
days next preceding mailing of a notice of redemption of any Series 2016 Bonds.
The City, the Trustee and the Bond Registrar may deem and treat the registered owner of
this bond as its absolute owner, whether or not this bond is overdue, for the purpose of receiving
payment of the principal of or interest on this bond and for all other purposes, and neither the
City,the Bond Registrar nor the Trustee shall be affected by any notice to the contrary. Payment
of the principal of and interest on this bond shall be made only to its registered owner, and all
such payments shall be valid and effective to satisfy the obligation of the City on this bond to the
extent of the amount paid.
All conditions which by law must have existed or must have been fulfilled in the issuance
of this bond existed and were fulfilled in compliance with law. Provision has been made for the
levy, collection and segregation of the Special Taxes sufficient to pay and discharge the principal
of this bond at maturity and to pay interest on this bond as it falls due. The issuance of the Series
2016 Bonds by the City will not cause the City to exceed or violate any applicable limitation or
condition respecting the issuance of bonds imposed by the law of the State of Illinois or by any
Indenture, ordinance or resolution of the City. The Series 2016 Bonds are issued for purposes
for which the City is authorized by law to issue bonds including but not limited to finance or
refinance a portion of the costs of the special services to be provided to the Special Service
Areas, making deposits to a reserve fund, special reserve fund, administrative expense fund and
paying costs of the City in connection with the issuance of the Series 2016 Bonds.
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4830-5794-3594.6
This bond shall not be valid for any purpose unless and until the certificate of
authentication on this bond shall have been duly executed by the Trustee.
[SIGNATURE PAGE TO FOLLOW]
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4830-5794-3594.6
IN WITNESS WHEREOF, the United City of Yorkville, Kendall County, Illinois, by its
Mayor and City Council, has caused this bond to be executed by the manual or facsimile
signature of its Mayor and attested by the manual or facsimile signature of its City Clerk and has
caused its corporate seal to be affixed to this bond(or a facsimile of its seal to be printed on this
bond),all as of the Date of Bond specified above.
UNITED CITY OF YORKVILLE,ILLINOIS
By:
Mayor
(SEAL)
Attest:
City Clerk
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4830-5794-3594.6
CERTIFICATE OF AUTHENTICATION
This bond is one of the bonds described in the Indenture authorizing the issuance of
$ United City of Yorkville, Kendall County, Illinois Special Service Area Numbers
2005-108 and 2005-109 Special Tax Refunding Bonds, Series 2016.
AMALGAMATED BANK OF CHICAGO,
as Trustee
By:
Authorized Signatory
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4830-5794-3594.6
FORM OF ASSIGNMENT
For Value Received,the undersigned sells, assigns and transfers to
this bond and all rights and title under this bond, and irrevocably constitutes and appoints
attorney to transfer this bond on the books kept for registration of
this bond.
Dated:
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EXHIBIT C
(The Above Space For Recorder's Use Only)
This Document was
prepared by Foley&Lardner LLP
and after recording return to:
Amalgamated Bank of Chicago
Attn: Corporate Trust Department
One West Monroe Street
Chicago,Illinois 60603
SATISFACTION OF TAX LIEN
The undersigned duly elected and acting Mayor of the United City of Yorkville, Kendall
County, Illinois (the "City"), in consideration of the receipt of the sum of $ , hereby
acknowledges and certifies that special taxes levied and to be extended in accordance with the
Special Tax Rolls approved by the Mayor and City Council of the City pursuant to Ordinance
No. 2006-_ (the `Establishing Ordinance") are paid and the lien of such taxes satisfied with
respect to the following lots in the City's Special Service Area Number (the "SSA")
legally described on Exhibit A attached hereto:
Lot PIN
The undersigned further certifies that pursuant to Exhibit B to the United City of
Yorkville Special Service Area Number Special Tax Roll and Report which is
incorporated in the Establishing Ordinance as Exhibit F (the "Special Tax Roll and Report"),
upon payment of the prepayment amount as calculated pursuant to the Special Tax Roll and
Report, the Consultant shall cause the satisfaction of tax lien to be recorded within 30 working
days of receipt of the prepayment.
Dated: ,20 UNITED CITY OF YORKVILLE,
ILLINOIS
Authorized Officer
Approved by:
Consultant
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4830-5794-3594.6
The Trustee hereby acknowledges receipt of the sum of$
AMALGAMATED BANK OF CHICAGO,
as Trustee
By:
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4830-5794-3594.6
STATE OF ILLINOIS )
) SS.
COUNTY OF KENDALL )
I, a Notary Public in and for such County and State
aforesaid, do hereby certify that personally known to me
to be the of the United City of Yorkville, Illinois, whose name is
subscribed to the foregoing Satisfaction, appeared before me this day in person and
acknowledged that as such officer he signed and delivered the foregoing Satisfaction as such
officer of the United City of Yorkville, Illinois, as his free and voluntary act, and as the free and
voluntary act and deed of such City, for the uses and purposes therein set forth.
Given under my hand and notarial seal,this day of ,20_
Notary Public
Commission expires, —'20
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EXHIBIT D
DISBURSEMENT REQUEST
TO: Amalgamated Bank of Chicago
Attn: Corporate Trust Department
One West Monroe
Chicago, Illinois 60603
RE: $ United City of Yorkville,Kendall County,Illinois
Special Service Area Numbers 2005-108 and 2005-109 Special Tax Refunding
Bonds,Series 2016
Amount Requested:
Total Disbursements to Date:
1. Each obligation for which a disbursement is hereby requested is described in
reasonable detail in Schedule I hereto together with the name and address of the person, firm, or
corporation to whom payment is due and any other payment instructions.
2. The bills, invoices, or statements of account for each obligation referenced in
Schedule I are attached hereto as Schedule II.
3. The City hereby certifies that:
a. This written requisition is for payment of costs in connection with the
issuance of the above-referenced Series 2016 Bonds and the specific purpose for which this
request is made is described in Schedule I.
b. Payment instructions sufficient to make the requested payment are set
forth in Schedule I.
C. No portion of the amount being requested to be disbursed was set forth in
any previous request for disbursement.
4. All capitalized terms herein shall have the meanings assigned to them in the Trust
Indenture for the above-referenced Special Service Area Numbers 2005-108 and 2005-109,
Special Tax Refunding Bonds, Series 2016 dated as of February 1, 2016 by and between the
United City of Yorkville, Kendall County, Illinois and Amalgamated Bank of Chicago, as
Trustee.
By:
Authorized Signatory
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BC DRAFT 1/29
EXHIBIT C
United City of Yorkville,Illinois
Special Service Area Numbers 2005-108 and 2005-109
Special Tax Refunding Bonds,Series 2016
BOND PURCHASE.AGREEMENT
12016
United City of Yorkville,Illinois
800 Game Farm Road
Yorkville,Illinois 60560
Ladies and Gentlemen:
The undersigned, William Blair & Company, L.L.C. (the "Purchaser"), offers to enter
into the following agreement (this "Contract") with the United City of Yorkville, Illinois (the
"City"), which upon acceptance by the City will be binding upon each of the City and the
Purchaser. Capitalized terms used herein and not otherwise defined herein shall have the
meanings set forth in the Indenture (as hereinafter defined) and the Official Statement (as
hereinafter defined).
This offer is made subject to acceptance by the City on or before 1:00 P.M., Chicago
time, on the date hereof, and, if not so accepted, will be subject to withdrawal by the Purchaser
upon notice delivered to the City at the address set forth above at any time prior to the
acceptance hereof by the City. This offer is also subject to the following provisions:
1. Definitions.
For purposes of this Contract, the following terms have the meanings specified in this
section,unless another meaning is plainly intended:
(A) "Act" means the Special Service Area Tax Law of the State of Illinois, 35
ILCS 200/27-5 et seq.,as amended.
(B) "Administrative Services Agreement" has the meaning set forth in the
Indenture.
(C) "Ancillary Documents"means the Bond Ordinance,the Indenture,the Tax
Compliance Certificate and Agreement, the Official Statement, the Continuing Disclosure
Undertaking, the Administrative Services Agreement and all other agreements and certificates
executed and delivered in connection with the issuance and sale of the Bonds.
(D) "Areas" means the United City of Yorkville Special Service Area
Numbers 2005-108 and 2005-109 created pursuant to the Establishing Ordinances.
(E) "Bond Insurer" means [Assured Guaranty Corp., a Maryland insurance
company).
(F) "Bond Insurance Policy" means the fmancial guaranty insurance policy
relating to the Bonds substantially in the form attached as an Appendix to the Official Statement.
(G) "Bond Ordinance" means Ordinance No. adopted by the corporate
authorities of the City on , 201_ relating to the Bonds including the Bond Order
executed pursuant thereto.
(H) "Bonds" means the interest-bearing, tax exempt obligations issued by the
City pursuant to the Bond Ordinance and called the United City of Yorkville, Kendall County,
Illinois, Special Service Areas Numbers 2005-108 and 2005-109 Special Tax Refunding Bonds,
Series 2016.
(I) "Business Day" means any day other than a Saturday, Sunday, legal
holiday or a day on which banking institutions are required or authorized by law to be closed in
the City of Chicago or the State of Illinois or a day on which the New York Stock Exchange is
closed.
(J) "City"means the United City of Yorkville, Kendall County,Illinois.
(K) "Closing"means the Closing as defined in Section 2(B)herein held on the
Closing Date.
(L) "Closing Date" means , 2016 or such earlier or later date as
the City and the Purchaser shall mutually agree upon, and refers to the date on which the
transaction by which the City causes the Trustee to deliver the Bonds to the Purchaser and the
Bonds are paid for by the Purchaser pursuant to this Contract.
(M) "Code"means the Internal Revenue Code of 1986,as amended.
(N) "Continuing Disclosure Undertaking" means the Continuing Disclosure
Undertaking made by the City,dated the date of the Closing Date.
(0) "Contract"means this Bond Purchase Agreement.
(P) "Establishing Ordinances" means Ordinance No. 2006-25 adopted by the
corporate authorities of the City on March 28, 2006 for the City's Special Service Area Number
2005-108 and Ordinance No. 2006-17 adopted by the corporate authorities of the City on March
14,2006 for the City's Special Service Area Number 2005-109.
(Q) "Governmental Body" means any federal, state, municipal, or other
governmental department, commission, board, bureau, agency or instrumentality, domestic or
foreign.
2
(R) "Indenture" means the Trust Indenture dated as of February 1, 2016
between the City and the Trustee and any amendments and supplements thereto, pursuant to
which the Bonds will be issued.
(S) "Official Statement" means the Official Statement of the City (including
each Appendix thereto)relating to the Bonds dated February_,2016.
(T) "Pledged Funds" means the Special Taxes and the moneys and funds
pledged to the payment of the Bonds pursuant to the Bond Ordinance and Indenture.
(U) "Preliminary Official Statement" means the Preliminary Official
Statement of the City (including each Appendix thereto) relating to the Bonds dated
2016.
(V) "Prior Bonds"means the $14,980,000 original principal amount of United
City of Yorkville Special Service Area Number 2005-108 Special Tax Bonds, Series 2006
(Autumn Creek Project) and the $19,000,000 original principal amount of United City of
Yorkville Special Service Area Number 2005-109, Special Tax Bonds, Series 2006 (Bristol Bay
I Project).
(W) "Proposing Ordinances" means Ordinance No. 2005-101 proposing to
establish the United City of Yorkville, Illinois Special Service Area Number 2005-108 and
Ordinance No. 2005-100 proposing to establish the United City of Yorkville, Illinois Special
Service Area Number 2005-109.
(X) "Purchaser"means William Blair&Company LLC.
(Y) "Special Tax Rolls and Reports" means the SSA Number 2005-108
Special Tax Roll and Report and the SSA Number 2005-109 Special Tax Roll and Report.
(Z) "Tax Compliance Certificate and Agreement'' means the Tax Compliance
Certificate and Agreement dated the Closing Date, executed by the City and the Trustee in
connection with the Bonds and the refunding of the Prior Bonds.
(AA) "Trustee" means Amalgamated Bank of Chicago, as Trustee under the
Indenture.
2. Purchase and Sale of the Bonds.
(A) Sale of Bonds. Upon the terms and conditions and upon the basis of the
representations, warranties and agreements herein, the Original Purchaser hereby agrees to
purchase from the City, and the City hereby agrees to sell to the Original Purchaser for such
purpose, all, but not less than all, of the $ aggregate principal amount of the Bonds,
at a purchase price equal to $ , representing the principal amount of the Bonds of
$ plus net original issue premium of $ less Underwriter's discount of
$ The Bonds shall be issued pursuant to the Bond Ordinance and the Indenture. The
Bonds shall be dated, shall mature on such dates and in such amounts, shall bear interest at such
rates, shall be offered at the initial offering prices as described in Schedule I attached hereto, and
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shall be subject to such other terms and conditions, all as described in the Official Statement,the
Bond Ordinance and the Indenture.
(B) Closing. The purchase and sale of the Bonds shall take place on the
Closing Date at the offices of Foley & Lardner LLP, Chicago, Illinois. At the Closing, as
defined below, the Purchaser will accept the delivery of the Bonds duly executed by the City,
together with other documents herein mentioned, and will make payment therefor as provided
herein by immediately available funds payable to the order of the Trustee for the account of the
City.
The payment for the Bonds and delivery of the Bonds, as herein described, is herein
called the"Closing."
3. City's Pre-Closing Deliveries.
(A) Prior to the Closing Date, the City shall have delivered or caused to be
delivered to the Purchaser an executed copy of the Official Statement, executed on behalf of the
City by its Mayor.
(B) Prior to the Closing Date, the City shall have delivered or caused to be
delivered to the Purchaser a certified copy of the Proposing Ordinances, a certified copy of the
Establishing Ordinances, the Bond Ordinance, and such other ordinances of the City which shall
include the authorization of the execution, delivery and performance of this Contract, the Bonds
and the other Ancillary Documents to which the City is a party, among other things, together
with such reasonable number of copies of each of the foregoing as the Purchaser shall request.
(C) The City hereby authorizes any and all of the material described above in
Subsections A and B of this Section 3 and the Ancillary Documents,the information contained in
the Official Statement and the Bond Ordinance and all other instruments, documents and
agreements delivered pursuant to Section 8 of this Contract or in connection with the transactions
contemplated hereby, for use in connection with the offering and sale of the Bonds. The City
hereby ratifies, approves, and consents to the use and distribution by the Original Purchaser,
prior to the date hereof, of the Preliminary Official Statement and hereby ratifies, approves and
consents to the use of the Official Statement after the date hereof in connection with the offering
and sale of the Bonds. The City deems final the Preliminary Official Statement for purposes of
Rule 15c2-12 of the Securities Exchange Act of 1934, as amended. The City hereby agrees to
furnish such information, execute such instruments and take such other action at the expense of
and in cooperation with the Purchaser as the Purchaser may deem reasonably necessary in order
to qualify the Bonds for offering and sale under the "Blue Sky" or other securities laws and
regulations of such states and other jurisdictions of the United States as the Purchaser may
designate; provided, however, that the City shall not be required to execute a special or general
consent to service of process or qualify as a foreign corporation in connection with any such
qualification in any jurisdiction.
4. Rgresentations and Warranties of the City.
The City represents and warrants to and agrees with the Purchaser that:
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(A) Cam. The City is a non-home rule unit, municipal corporation duly
organized and validly existing and is in good standing under the laws and the Constitution of the
State of Illinois. The City is authorized and empowered by the Act and the Bond Ordinance and
such other ordinances of the City as have been duly adopted by the City, to enter into the
transactions contemplated by this Contract, the Bond Ordinance, the Official Statement, and the
Ancillary Documents to which the City is or is to be a party. The adoption of each of the Bond
Ordinance, the Proposing Ordinances and the Establishing Ordinances and the execution,
delivery and performance by the City of this Contract, the Ancillary Documents to which the
City is or is to be a party and the issuance of the Bonds are within the legal right, power and
authority of the City, have been duly and validly authorized by all necessary proceedings of the
City, and such execution, delivery and performance by the City as of the date of this Contract
and as of the Closing Date do not and will not contravene, or constitute a breach of or default
(with due notice or the passage of time or both) under, any provision of law, ordinance or
regulation applicable to the City, or any provision of the municipal code or other rules and
procedures of the City, or any judgment, order, decree, agreement or instrument binding on it or,
except as described in the Official Statement, result in the creation of any lien or other
encumbrance on any asset of the City. This Contract and the Bond Ordinance each constitute,
and the Ancillary Documents to which the City is or is to be a party, when executed and
delivered by the City and any other parties thereto, will constitute valid and binding agreements
of the City enforceable against the City in accordance with their respective terms, except to the
extent limited by bankruptcy, reorganization, or other similar laws affecting creditors' rights
generally and by the availability of equitable remedies, and the Bonds, when issued and
delivered by the City in accordance with this Contract and the Bond Ordinance will have been
duly authorized and issued and will constitute valid and binding obligations of the City
enforceable against the City in accordance with their terms, except to the extent limited by
bankruptcy, reorganization, or other similar laws affecting the enforcement of creditors' rights
generally and by the availability of equitable remedies. When delivered to and paid for by the
Purchaser at the Closing in accordance with the provisions of this Contract, the Bonds will
conform in all material respects to the description thereof contained in the Official Statement.
(B) Use of Proceeds. The City will not take or omit to take any action which
will in any way cause or result in the proceeds from the sale of the Bonds being applied other
than as provided in the Bond Ordinance or the Indenture and as described in the Official
Statement. Such proceeds will not be used by the City in a manner that would cause the Bonds
or the Prior Bonds to be "arbitrage bonds" within the meaning of the Code, or any successor
thereto, and the applicable regulations promulgated or proposed thereunder.
(C) Governmental Authorization. All authorizations, consents and approvals
of any Governmental Body required in connection with the execution and delivery by the City
of, or in connection with the performance by the City of its obligations under, the Bonds, the
Bond Ordinance, the Proposing Ordinances, the Establishing Ordinances, this Contract, or the
Ancillary Documents to which the City is or is to be a party, have been obtained and are in full
force and effect, or will be obtained prior to Closing and will be in full force and effect as of the
Closing Date.
(D) Official Statement. The descriptions and information contained in the
Official Statement under the captions "INTRODUCTORY STATEMENT," "THE BONDS"
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(other than information under the sub-caption "— Book-Entry Only System"), "PLAN OF
FINANCE," "SECURITY AND SOURCE OF PAYMENT FOR THE BONDS" (other than
information under the sub-caption"—Value to Lien Ratio'and information in the fourth and fifth
paragraphs under the subcaption "— Tax Assessment, Collection and Representative Property
Taxes"), "THE AREAS"; "THE CITY," "THE SPECIAL SERVICE AREA AND THE
SPECIAL TAXES," "LEGAL OPINIONS," "CONTINUING INFORMATION," "NO
LITIGATION," "NO RATING" and "AUTHORIZATION" and in Appendix A thereto
(collectively, the "City Information") are, and as of the date of the Closing, will be, true and
correct in all material respects and such descriptions and information in the Official Statement,
as of its date and as of the Closing Date will not contain an untrue, incorrect or misleading
statement of a material fact; and such descriptions and information in the Official Statement do
not, as of its date and as of the Closing Date will not omit to state a material fact necessary to
make the statements made therein, in the light of the circumstances under which they were made,
not misleading.
(E) No Liens or Encumbrances. Other than as specifically set forth in the
Official Statement, there are no existing liens, claims, charges or encumbrances on or rights to
any funds, revenues or interests pledged pursuant to the Bond Ordinance and the Indenture
which are senior to, or on a parity with, the claims of the holders of the Bonds. Other than as
specifically disclosed in the Official Statement, the City has not entered into any contract or
arrangements of any kind, and there is no existing, pending, threatened, or anticipated event or
circumstance that might give rise to any lien, claim, charge or encumbrance on or right to the
assets, properties, funds, or interests pledged pursuant to the Bond Ordinance and the Indenture
which would be prior to, or on a parity with, the claims of the holders of the Bonds. The City is
lawfully entitled to receive,pledge and assign all amounts or revenues which have been pledged
or assigned as security for the payment of the principal of and interest on the Bonds.
(F) No Litigation. Except as described in the Official Statement, as of the
date of this Contract and as of the Closing Date (i) there is no action, suit, proceeding or
investigation, at law or in equity, before or by any court or any governmental agency or public
board or body, pending against the City or, to the knowledge of the City, threatened against the
City, to restrain or enjoin, or threatening or seeking to restrain or enjoin, the issuance, sale or
delivery of the Bonds or the delivery by the City of any of the Ancillary Documents to which the
City is a party, or the collection of Pledged Funds, or in any way contesting or affecting the
validity of the Bonds or the Prior Bonds, or any of the Ancillary Documents to which the City is
a party, or in any way questioning or affecting (w)the proceedings under which the Bonds are to
be issued or the Prior Bonds were issued, (x) the validity or enforceability of any provision of the
Bonds, the Bond Ordinance, the Proposing Ordinances, the Establishing Ordinances or this
Contract or any Ancillary Documents, (y) the authority of the City to collect the Pledged Funds,
or to perform its obligations hereunder or with respect to the Bonds,or to consummate any of the
transactions set forth in the Ancillary Documents to which it is or is to be a party as
contemplated hereby or by the Bond Ordinance, the Indenture, or the Official Statement, (z) the
legal existence of the City, or the title of its Mayor,Aldermen or officers to their offices, and(ii)
there is no action, suit,proceeding or investigation, at law or in equity,before or by any court or
any governmental agency or public board or body,pending against the City or, to the knowledge
of the City, threatened against the City, involving any of the property or assets within the City
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which may result in any material adverse change in the Pledged Funds, assets or the financial
condition of the City.
(G) Certificates. Any certificate signed by an authorized officer of the City
and delivered to the Purchaser and/or the Trustee shall be deemed a representation and covenant
by the City to the Purchaser and/or the Trustee as to the statements made therein.
(H) The Ordinances. Each of the Bond Ordinance, the Proposing Ordinances
and the Establishing Ordinances is in full force and effect, and has not been amended, modified,
revoked or repealed. The City covenants to adopt an abatement ordinance abating the special
taxes levied to pay the Prior Bonds at the first meeting held subsequent to the issuance of the
Bonds and to file such Ordinance with the County Clerk of Kendall County.
5. Reserved.
6. Representations,Warranties and Agreements of the Purchaser.
(A) Public Offering. The Original Purchaser agrees to make a bona fide
public offering of the Bonds at the initial offering price set forth on the cover of the Official
Statement:
(i) The City has received and reviewed the disclosure letter dated
that is required by the Municipal Securities Rulemaking Board
("MSRB")Rule G-17 as set forth in MSRB Notice 2012-25 (May 7,2012); and
(ii) (a) the purchase and sale of the Bonds pursuant to this Contract is
an arm's length commercial transaction between the City and the Purchaser; (b) in
connection with the purchase and sale of the Bonds and with the discussions,
undertakings and procedures leading up to the consummation of such transaction, the
Purchaser is and has been acting solely as a principal and is not acting as an agent,
advisor or fiduciary of the City; and(c)the City has consulted its own legal, financial and
other advisors to the extent it has deemed appropriate.
(B) Official Statement. The descriptions and information contained in the
Official Statement under the caption"UNDERWRITING" are, and as of the date of the Closing
will be, true and correct in all material respects and such descriptions and information in the
Official Statement, as of its date and as of the Closing Date,will not contain an untrue, incorrect
or misleading statement of a material fact; and such descriptions and information in the Official
Statement do not, as of its date and as of the Closing Date will not omit to state a material fact
necessary to make the statements made therein, in the light of the circumstances under which
they were made,not misleading.
7. Termination of the Purchase Contract.
The Purchaser shall have the right to cancel Purchaser's obligations to purchase the
Bonds, if, between the date hereof and the date of Closing, (i) legislation shall be enacted, or
actively considered for enactment, by the Congress or recommended by the President of the
United States to the Congress for passage, or favorably reported for passage to either House of
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the Congress by any committee of such House to which such legislation has been referred for
consideration, a decision by a court of the United States or the United States Tax Court shall be
rendered, or a ruling,regulation or official statement by or on behalf of the Treasury Department
of the United States, the Internal Revenue Service or other agency or department of the United
States shall be made or proposed to be made which has the purpose or effect, directly or
indirectly, of imposing federal income taxes upon interest on the Bonds; (ii) any other action or
event shall have transpired which has the purpose or effect, directly or indirectly, of materially
adversely affecting the federal income tax consequences of any of the transactions contemplated
in connection herewith or contemplated by the Official Statement, or, in the reasonable opinion
of the Purchaser, such action or event pertaining to the federal income tax consequences
referenced above materially adversely affects the market for the Bonds or the sale, at the
contemplated offering price or prices(or yield or yields),by the Original Purchaser of the Bonds;
(iii) legislation shall be enacted, or actively considered for enactment by the Congress, with an
effective date on or prior to the date of Closing,or a decision by a court of the United States shall
be rendered, or a ruling or regulation by the Securities and Exchange Commission or other
governmental agency having jurisdiction over the subject matter shall be made, the effect of
which is that (A) the Bonds are not exempt from the registration, qualification or other
requirements of the Securities Act of 1933, as amended and as then in effect, or the Securities
Exchange Act of 1934, as amended and as then in effect, or(B) the Indenture is not exempt from
the registration, qualification or other requirements of the Trust Indenture Act of 1939, as
amended and as then in effect; (iv) a stop order, ruling or regulation by the Securities and
Exchange Commission shall be issued or made, the effect of which is that the issuance, offering
or sale of the Bonds, as contemplated herein and in the Official Statement, is in violation of any
provision of the Securities Act of 1933, as amended and as then in effect, the Securities
Exchange Act of 1934, as amended and as then in effect, or the Trust Indenture Act of 1939, as
amended and as then in effect; (v) there shall occur any event which in the reasonable judgment
of the Purchaser either (A) makes untrue, incorrect or misleading in any material respect any
statement or information contained in the Official Statement or(B)is not reflected in the Official
Statement but should be reflected therein in order to make the statements and information
contained therein not misleading in any material respect and, in either such event, the City
refuses to permit the Official Statement to be supplemented to correct or supply such statement
or information, or the effect of the Official Statement as so corrected or supplemented is such as,
in the reasonable judgment of the Purchaser, would materially adversely affect the market for the
Bonds or the sale, at the contemplated offering price, by the Purchaser of the Bonds; (vi) there
shall occur any outbreak of hostilities or any regional, national or international calamity or crisis
or a financial crisis and the effect is such as, in the reasonable judgment of the Purchaser, would
materially adversely affect the market for or the marketability of the Bonds or obligations of the
general character of the Bonds; (vii) a general suspension of trading on the New York Stock
Exchange is in force; (viii) a general banking moratorium is declared by federal or state
authorities; (ix) there occurs any material adverse change in the affairs, operations or financial
conditions of the City, except as set forth or contemplated in the Official Statement; (x) the
Official Statement is not executed, approved and delivered in accordance with Section 3 above;
(xi) in the reasonable judgment of the Purchaser, the market price of the Bonds, or the market
price generally of obligations of the general character of the Bonds, might be adversely affected
because: (A) additional material restrictions not in force as of the date hereof shall have been
imposed upon trading in securities generally by any governmental authority or by any national
8
securities exchange, or(B) the New York Stock Exchange or other national securities exchange,
or any governmental authority, shall impose, as to the Bonds or similar obligations, any material
restrictions not now in force, or increase materially those now in force, with respect to the
extension of credit by, or the charge to the net capital requirements of, underwriters; (xii) a war
involving the United States of America shall have been declared, or any conflict involving the
armed forces of any country shall have escalated, or any other international, national or regional
emergency relating to or affecting the effective operation of government or the financial
community shall have occurred, which, in the reasonable judgment of the Purchaser, materially
adversely affects the market for the Bonds or of obligations of the general character of the
Bonds; (xiii) any litigation shall be instituted, pending or threatened to restrain or enjoin the
issuance, sale or delivery of the Bonds or in any way protesting or affecting any authority for or
the validity of the Bonds, the Bond Ordinance, the existence or powers of the City, or any event
described or contemplated by the Official Statement; (xiv) there shall have occurred a default
with respect to the debt obligations of, or the institution of proceedings under any federal
bankruptcy laws by or against, any state of the United States or any city or political subdivision
of any state, the effect of which, in the reasonable judgment of the Purchaser, would materially
adversely affect the ability of the Purchaser to market the Bonds.
8. Conditions of Closing.
The Purchaser's obligation to purchase the Bonds under this Contract is subject to the
performance by the City of its obligations hereunder at and prior to the Closing Date, to the
accuracy, in the reasonable discretion of the Purchaser, of the representations and warranties of
the City contained herein as of the Closing Date, and, in the reasonable discretion of the
Purchaser, to the following conditions, including the delivery of such documents as are
enumerated herein in form and substance satisfactory to the Purchaser and its counsel as of the
Closing Date:
(A) Ordinances in Effect and Cily in Compliance Therewith. At the time of
the Closing (i) each of the Bond Ordinance, the Proposing Ordinances and the Establishing
Ordinances shall be in full force and effect, and shall not have been amended, modified or
supplemented since the date hereof, except as may have been agreed to in writing by the
Purchaser, and the City shall have duly adopted and there shall be in full force and effect such
additional ordinances or agreements as shall be, in the opinion of Bond Counsel, necessary in
connection with the transactions contemplated hereby and (ii) the City shall perform or have
performed all of its obligations required under or specified in this Contract with regard to the
Bonds or the Bond Ordinance to be performed at, simultaneously with or prior to the Closing.
(B) Opinions of Bond Counsel. The Purchaser shall have received an
unqualified approving legal opinion substantially in the form of Appendix C to the Official
Statement and a supplemental legal opinion substantially in the form of Exhibit A hereto, each
dated the Closing Date, addressed to the Purchaser and the Trustee, from Foley & Lardner LLP,
Bond Counsel, satisfactory to the Purchaser in its reasonable discretion.
(C) Opinion of Purchaser's Counsel. The Purchaser shall have received an
opinion dated the Closing Date, addressed to the Purchaser, from Bryan Cave LLP., satisfactory
to the Purchaser in its reasonable discretion.
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(D) Opinion of Counsel to the City. The Purchaser shall have received a
favorable opinion dated the Closing Date, addressed to the Purchaser, Bond Counsel and the
Trustee, from Kathleen Field Orr& Associates, counsel to the City, satisfactory to the Purchaser
in its reasonable discretion, substantially in the form of Exhibit B hereto.
(E) Continuing Disclosure. An executed copy of the Continuing Disclosure
Undertaking substantially in the form attached to the Official Statement shall have been executed
and delivered by the City and the Dissemination Agent named therein.
(F) Performance: No Default. The City shall have performed and complied
with all agreements and conditions herein required to be performed or complied with by the City
prior to or on the Closing Date, and at the time of the Closing no event of default or default shall
have occurred and be continuing with respect to the Ancillary Documents or the Bonds.
(G) Ancillary Documents. At the Closing Date, (i) all of the Ancillary
Documents shall be in full force and effect, shall have been duly executed and copies delivered
to the Purchaser by, and shall constitute valid and binding agreements of, the parties thereto,
shall not have been amended, modified or supplemented except as may have been agreed to in
writing by the Purchaser and there shall be no defaults or events of default thereunder and(ii)the
proceeds of the sale of the Bonds shall be applied or deposited with the Trustee for application as
described in the Bond Ordinance, the trust indentures for the Prior Bonds and the Official
Statement.
(H) Closing Certificate of City. The City shall have delivered to the Purchaser
a certificate dated the Closing Date, addressed to the Purchaser and the Trustee signed by the
Mayor in form and substance reasonably satisfactory to the Purchaser.
(I) The Bonds. The Bonds shall have been duly authorized, executed,
authenticated, delivered, and the proceeds from the sale thereof applied, in accordance with the
provisions of the Bond Ordinance and the Indenture
(J) Trustee's Certificate. The Purchaser shall have received a certificate dated
the Closing Date of an authorized officer of the Trustee, addressed to the Purchaser reasonably
acceptable in form and substance to the Purchaser.
(K) Form 8038-G. The Purchaser shall have received a copy of the completed
Form 8038-G of the Internal Revenue Service executed by the City.
(L) Officers' Certificates. The Purchaser shall have received any and all
certificates required to be furnished by the provisions of any Ancillary Document to be obtained
or furnished by the City at or prior to Closing.
(M) Specimen Bonds. The Purchaser shall have received specimen Bonds.
(N) Certified Copies of Ordinances. The Purchaser shall have received
certified copies of the Bond Ordinance, the Proposing Ordinances and the Establishing
Ordinances. The Bond Ordinance shall include authorization for execution and delivery of this
Contract. The Bond Ordinance shall have been filed with the County Clerk of Kendall County.
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The form of an abatement ordinance abating the special taxes levied for the Prior Bonds shall be
delivered to the Purchaser.
(0) (Bond Insurance Policy. The Original Purchaser shall have received
evidence of the issuance of the financial guaranty insurance policy in the form of the specimen
policy attached as Appendix C to the Official Statement which Bond Insurance Policy shall be in
full force and effect as of the Closing.]
(P) Opinion of Bond Insurer's Counsel. The Original Purchaser shall have
received an opinion of counsel to the Bond Insurer, dated the date of the Closing and addressed
to the City and the Original Purchaser regarding the validity of the Bond Insurance Policy and
the accuracy and completeness of the Official Statement as to the Bond Insurer.
(Q) Special Tax Rolls and Reports. The Purchaser shall have received a copy
of the Special Tax Rolls and Reports substantially in the form attached to the Official Statement.
(R) Special Tax Rolls and Reports Consent. The Purchaser shall have
received from the preparers of the Special Tax Rolls and Reports a letter dated the Closing Date,
addressed to the Purchaser regarding such preparer's qualifications and the preparer's consent to
the inclusion of the Special Tax Rolls and Reports in the Official Statement.
(S) Ratings. The Original Purchaser shall have received evidence that the
Bonds have received an insured rating of"AAA"from Standard&Poor's Ratings Group.
(T) Additional Opinions, Certificates, etc. The Purchaser shall have received
such additional legal opinions, certificates,proceedings, instruments and other documents as the
Purchaser,the City or their respective counsel may deem reasonably necessary or desirable.
All of the opinions, letters, certificates, instruments and other documents mentioned in
this Contract shall be deemed to be in compliance with the provisions of this Contract only if in
the reasonable judgment of the Purchaser,they are satisfactory in form and substance.
If there shall be a failure to satisfy the conditions of the Purchaser's obligations contained
in this Contract or if the Purchaser's obligations to purchase the Bonds shall be terminated for
any reason permitted by this Contract, this Contract shall terminate, and the Purchaser and the
City shall not have any further obligations hereunder, except for the obligations set forth in
Section 10 hereof which shall remain in full force and effect.
9. Changes Affecting the Official Statement.
At any time prior to the Closing, the City agrees to supplement or amend the Official
Statement whenever requested by the Purchaser when, in the reasonable judgment of the
Purchaser and the City, such supplement or amendment is required. No amendment or
supplement to the Official Statement shall be made without the approval of the Purchaser. After
the Closing and so long as the Original Purchaser or any participating dealer shall be offering
Bonds, but not later than 90 days after the date of this Contract, if any event shall occur as a
result of which it is necessary to amend or supplement the Official Statement in order to make
the statements therein, in light of the circumstances under which they are made, not misleading,
11
the City will so advise the Purchaser. In any such case, the City shall cooperate in the
preparation, execution and delivery of either amendments to the Official Statement or
supplemental information so that the statements in the Official Statement, as so amended or
supplemented will not in light of the circumstances under which such statements were made, be
misleading. The cost of providing such amendments or supplements shall be paid by the City
which costs may be reimbursed from amounts made available under the Bond Ordinance and the
Indenture as Administrative Costs.
10. Payment of Expenses.
All fees, costs and expenses associated with the issuance of the Bonds, including without
limitation, the reasonable fees and disbursements of the preparer of the Special Tax Report, the
Purchaser's legal counsel, Bryan Cave, LLP, Bond Counsel, Foley & Lardner LLP, and the
City's counsel, Kathleen Field Orr&Associates, shall be disbursed and paid by the Trustee from
the proceeds of the Bonds.
11. Notices.
Except as otherwise provided in this Contract, whenever notice is required to be given
pursuant to the provisions of this Contract, such notice shall be in writing and shall be mailed by
first class mail postage prepaid.
12. Law Governing.
This Contract shall be construed in accordance with and governed by the laws of the
State of Illinois.
13. Headings.
The headings of the paragraphs and subparagraphs of this Contract are inserted for
convenience only and shall not be deemed to constitute a part of this Contract.
14. Counterparts.
This Contract may be signed in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and hereto were upon the same
instrument.
15. Parties and Interests.
This Contract is made solely for the benefit of the City and the Purchaser, including the
successors and assigns of the Purchaser, and no other person, partnership, association or
corporation shall acquire or have any rights hereunder or by virtue hereof.
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16. Reserved.
17. Further Financial Reports. The City agrees to provide the financial reports and
information described in the Indenture which it has covenanted to provide to the Trustee, to the
Original Purchaser,the Bond Insurer and any Bondholder upon written request.
18. Amendment or Assignment.
This Contract may not be amended except through the written consent of all of the parties
hereto and is not assignable.
19. Survival of Representations,Warranties,Agreements and Obligations.
Each respective representation, warranty and agreement of the City and the Purchaser
shall remain operative and in full force and effect,regardless of any investigations made by or on
behalf of the Purchaser and the City and shall survive the Closing. This Section 19, the
obligations of the City under Sections 9, 10, 16 and 17 hereof, and the obligations of the
Purchaser under Section 16 hereof,hereof shall survive any termination of this Contract pursuant
to its terms.
20. Severability.
If any provision of this Contract shall be held or deemed to be or shall, in fact, be
inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions,
or in all cases because it conflicts with any other provision or provisions or any constitution or
statute or rule of public policy, or for any other reason, such circumstances shall not have the
effect of rendering the provision in question inoperative or unenforceable in any other case or
circumstance, or of rendering any other provision or provisions herein contained invalid,
inoperative, or unenforceable to any extent whatever. The invalidity of any one or more phrases,
sentences, clauses or sections in this Contract shall not affect the validity of the remaining
portions of this Contract,or any part hereof.
[SIGNATURE PAGE FOLLOWS]
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Very truly yours,
WILLIAM BLAIR&COMPANY,LLC
By:
Its:
Accepted and agreed to by the under-signed
as of the date first above written.
UNITED CITY OF YORKVILLE, an Illinois
municipal corporation
By:
Gary J. Golinski,Mayor
SIGNATURE PAGE OF BOND PURCHASE AGREEMENT
UNITED CITY OF YORKVILLE,KENDALL COUNTY,ILLINOIS
SPECIAL SERVICE AREA NUMBERS 2005-108 AND 2005-109
SPECIAL TAX REFUNDING BONDS,SERIES 2016
Schedule I
United City of Yorkville,Kendall County,Illinois
Special Service Area Numbers 2005-108 and 2005-109
Special Tax Refunding Bonds, Series 2016
MATURITY SCHEDULE
Maturity
March 1 Amount Interest Rate Price Yield
$ %Term Bonds Due March 1,_Price %Yield %
$ %Term Bonds Due March 1, Price %Yield %
All Bonds are to be dated their date of issuance
EXHIBIT A
United City of Yorkville William Blair&Company,L.L.C.
800 Game Farm Road 222 West Adams Street
Yorkville,Illinois 60560 Chicago,Illinois 60606
Amalgamated Bank of Chicago
30 North LaSalle Street
38th Floor
Chicago,Illinois 60602
Re: $
United City of Yorkville,Kendall County, Illinois
Special Service Area Numbers 2005-108 and 2005-109
Special Tax Refunding Bonds Series 2016
Ladies and Gentlemen:
We have served as Bond Counsel to the United City of Yorkville, Kendall County,
Illinois (the "City") with respect to the issuance today of the $ United City of
Yorkville, Kendall County, Illinois, Special Service Area Numbers 2005-108 and 2005-109
Special Tax Refunding Bonds, Series 2016 (the "Bonds"). The Bonds are issued pursuant to an
ordinance adopted by the City on February , 2016 (the "Bond Ordinance"), a Bond Order of
the City executed pursuant thereto and a Trust Indenture dated as of February 1,2016(the"Trust
Indenture")between the City and Amalgamated Bank of Chicago, as trustee.
We have delivered to you an executed copy of our approving opinion, dated today,
addressed to you with respect to the Bonds. Based upon our examination as described in that
opinion, we are further of the opinion that the Bonds are not subject to the registration
requirements of the Securities Act of 1933, as amended, and the Trust Indenture is exempt from
qualification pursuant to the Trust Indenture Act of 1939, as amended.
We are further of the opinion that statements contained in the Official Statement dated
February__, 2016 relating to the Bonds under the sections entitled "THE BONDS" (other than
information under the subcaption "— Book-Entry-Only System" as to which no view is
expressed); "SECURITY AND SOURCE OF PAYMENT FOR THE BONDS;" (other than
information under the subcaptions" "Value to Lien Ratio' and "Representative Property Taxes"
as to which no view is expressed); "THE SPECIAL SERVICE AREA AND SPECIAL TAXES"
(other than information under the subcaptions "Levy Abatement and Collection of Special
Taxes" and "Special Service Area Special Tax Rolls and Reports" as to which no view is
expressed); "TAX MATTERS", and in Appendix C — Form of Bond Counsel Opinion thereto
insofar as the statements contained under such sections or in such Appendix purport to describe
or summarize certain provisions of the Bonds, the Bond Ordinance and the Trust Indenture, or
summarize such opinion, present an accurate description or summary of such provisions and
opinion.
Very truly yours,
FOLEY&LARDNER LLP
B-2
EXHIBIT B
United City of Yorkville Foley&Lardner LLP
800 Game Farm Road 321 North Clark Street, Suite 2800
Yorkville,Illinois 60560 Chicago,Illinois 60610
William Blair&Company,L.L.C. Amalgamated Bank of Chicago
222 West Adams Street 30 North LaSalle Street
Chicago,Illinois 60606 38th Floor
Chicago,IL 60602
Re: $ United City of Yorkville,Kendall County, Illinois Special
Service Area Numbers 2005-108 and 2005-109 Special Tax Refunding Bonds,
Series 2016
Ladies and Gentlemen:
We have served as counsel for the United City of Yorkville, Illinois (the "City") in
connection with the execution and delivery of the Bond Purchase Agreement dated
(the"Purchase Agreement")by and between the City and William Blair&Company,L.L.C. (the
"Purchaser") providing for the purchase by the Purchaser of the United City of Yorkville,
Kendall County, Illinois, Special Service Area Numbers 2005-108 and 2005-109 Special Tax
Refunding Bonds, Series 2016 (the "Bonds") issued pursuant to a Trust Indenture dated as of
February 1, 2016 (the "Trust Indenture") between the City and Amalgamated Bank of Chicago,
as trustee. Terms used but not defined herein shall have the meanings ascribed thereto in the
Purchase Agreement. This opinion is being delivered to you at the express direction of the City
and pursuant to the Purchase Agreement.
In such capacity,we have examined the following:
a. the Purchase Agreement;
b. the Preliminary Official Statement of the City dated 2016 (the
"Preliminary Official Statement") and the Official Statement of the City dated
May 15, 2013 relating to the Bonds (the "Final Official Statement", and together
with the Preliminary Official Statement, the"Official Statement");
C. the Trust Indenture;
d. the Continuing Disclosure Undertaking dated , 2016 (the "Continuing
Disclosure Undertaking") executed and delivered by the City;
e. the Tax Compliance Certificate and Agreement dated , 2016 (the
"Tax Compliance Certificate"); and
f. The City Ordinance adopted February 2016 relating to the Bonds (the "Bond
Ordinance") and City Ordinances Nos. 2006-25 and 2006-17 (the `Establishing
Ordinances");
and such other documents as we have deemed necessary to render this Opinion.
As counsel to the City, we advised the City as to applicable requirements and performed
other legal services necessary in order to enable us to render the opinions set forth below.
Additionally, we participated in reviews and discussions with representatives of the Underwriter,
Bond Counsel,and the Trustee relating to the Official Statement.
For the purposes of this opinion,we have assumed that:
a. The execution and delivery of all documents reviewed by us, and the entry into
and performance of the transactions contemplated by the Purchase Agreement and
the Indenture by all parties other than the City have been duly authorized by all
necessary actions and that said agreements constitute the valid and binding
obligations of all parties other than the City.
b. All natural persons who are signatories to the Purchase Agreement, the
Continuing Disclosure Undertaking and the Indenture on behalf of parties other
than the City were legally competent at the time of execution.
C. All signatures on behalf of parties other than the City on said agreements and
other documents reviewed by us are genuine.
d. The copies of all documents submitted to us are accurate and complete and
conform to originals.
Based upon our familiarity with the City, and the proceedings, showings and related
matters of law with respect to the foregoing, but subject to the assumptions set forth herein, we
are of the opinion that:
1. The City is a municipal corporation duly organized and validly existing under the
laws of the State of Illinois, and has full legal right, power and authority to adopt
the Bond Ordinance and the Establishing Ordinances, and to enter into, execute
and deliver the Purchase Agreement, the Final Official Statement, the Continuing
Disclosure Undertaking, the Indenture and the Tax Compliance Certificate (the
foregoing documents are hereafter collectively referred to as the "City
Agreements"), to consummate all transactions contemplated thereby, and to issue
and sell the Bonds for the purposes described in the Official Statement.
2. Each of the members or officers of the City executing the City Agreements and
other closing documents executed in connection with the delivery of the Bonds
has been authorized to do so.
C-2
3. The Establishing Ordinances and the Bond Ordinance were each duly authorized
and adopted by the City at a meeting of the Corporate Authorities of the City,
which was called and held pursuant to law and with the public notice required by
law and at which a,quorum was present and acting throughout and each such
Ordinance is in full force and effect, and has not been amended, modified,
revoked,repealed or supplemented since the respective dates thereof.
4. Each of the City Agreements has been duly authorized by all necessary action on
the part of the City, has been duly executed and delivered by authorized officers
of the City and constitute legal, valid and binding obligations of the City
enforceable against the City in accordance with their respective terms, subject to
the qualification that the enforcement thereof may be limited by bankruptcy,
reorganization, insolvency, moratorium or other similar laws affecting creditors'
rights and by the availability of equitable remedies.
5. The Final Official Statement has been duly executed and delivered by the City.
The use by the Underwriter of the Official Statement in connection with the offer
and sale of the Bonds has been authorized and ratified by the City.
6. The Bonds have been duly authorized by all necessary action on the part of the
City, have been duly executed by the authorized officers of the City and have
been validly issued by the City and constitute the legal, valid and binding
obligations of the City enforceable against the City in accordance with their
terms, subject to the qualification that the enforcement thereof may be limited by
laws relating to bankruptcy, insolvency, reorganization, moratorium or other
similar laws affecting creditors' rights and by the availability of equitable
remedies.
7. Other than as set forth in the Official Statement, there is no action, suit,
proceeding, inquiry or investigation, at law or in equity, or by any court, public
board or body pending or, to our knowledge, threatened against or affecting the
City, or,to our knowledge, is there any basis for any such action, suit,proceeding
or investigation in any way (i) contesting or affecting the proceedings under
which the Bonds are to be issued and delivered; (ii) contesting or affecting the
collection, application or validity of the Special Taxes or the special tax levy; (iii)
contesting or affecting the creation, organization, existence or powers of the City
or the Areas, or the titles of the Mayor, Aldermen and officers to their respective
offices; (iv)which seeks to enjoin or restrain the issuance, sale and delivery of the
Bonds; (v)questioning or affecting any of the rights,powers,duties or obligations
of the City with respect to the Special Tax or the monies and assets pledged or to
be pledged to pay the principal of, premium, if any, or interest on the Bonds; (vi)
questioning or affecting any authority for the issuance of the Bonds, or the
validity or enforceability of the Bonds; or (vii) questioning or affecting the City
Agreements, the Bond Ordinance, the Establishing Ordinances or the transactions
contemplated by the City Agreements, the Bond Ordinance or the Establishing
Ordinances.
C-3
8. The authorization, execution and delivery by the City of the City Agreements do
not, and the compliance with t$e provisions thereof by the City, under the
circumstances contemplated therein, will not, in any material respect, conflict
with or constitute on the part of the City a breach of or default under any
agreement to which the City is a party under any law, regulation,order, ordinance
or consent decree of any court or governmental tribunal to which the City is
subject.
9. The adoption of the Bond Ordinance and the Establishing Ordinances, the
execution and delivery by the City of the Bonds and compliance by the City with
the provisions thereof, under the circumstances contemplated thereby, do not and
will not violate any applicable judgment, order or regulation of any court or of
any public or governmental agency or authority of the State of Illinois and will
not conflict with, or result in a breach of, any of the terms and provisions of, or
constitute a default under, any existing law, court or administrative regulation,
decree, order or any agreement, indenture, mortgage, lease or other instrument to
which the City is subject or by which it is or may be bound.
10. Based upon our familiarity with the City to the extent of our capacity as special
counsel to the City, our involvement in the negotiation of the City Agreements
and the issuance of the Bonds by the City, nothing has come to our attention and
we have no reason to believe that the information contained in the Official
Statement in or under the captions "INTRODUCTORY STATEMENT"; "THE
BONDS" (other than information under the sub-caption "— Book-Entry Only
System"); "PLAN OF FINANCE"; "SECURITY AND SOURCE OF PAYMENT
FOR THE BONDS" (other than information under the sub-caption "— Value to
Lien Ratio"); "THE AREAS"; "THE CITY"; "THE SPECIAL SERVICE AREA
AND THE SPECIAL TAXES"; "RISK FACTORS — Limited Source of Funds"
and Loss of Tax Exemption"; "LEGAL OPINIONS"; "CONTINUING
DISCLOSURE'; "NO LITIGATION'; `BOND RATING" and
"AUTHORIZATION" and in Appendix A thereto (except with respect to
financial information and statistical data contained therein,as to which we express
no opinion), contains any untrue statement of a material fact or omits any material
fact that is necessary to be stated therein in order to make the statements therein,
in light of the circumstances in which they were made,not misleading.
This opinion is limited to the matters set forth herein. No opinion may be inferred or
implied beyond the matters expressly contained herein. This opinion is rendered solely for the
benefit of the persons or entities to whom it is addressed and no other person or entity shall be
entitled to rely on any matters set forth herein without the express written consent of the
undersigned.
Very truly yours,
C-4
EXHIBIT D
PRELIMINARY OFFICIAL STATEMENT DATED
NEW ISSUE- BOOK ENTRY ONLY [RATING:S&P"_"]
See"Bond Rating"herein
C
, In the opinion of Foley &Lardner LLP, Bond Counsel, under existing law, if there is continuing compliance with certain
a requirements of the Internal Revenue Code of 1986, interest on the Bonds will be excluded from gross income for Federal income tax
purposes except as described under "TAX EXEMPTION"herein. In the opinion of Bond Counsel, the Bonds are not `private activity
vbonds,"and the interest thereon is therefore not required to be included as an item of tax preference in computing "alternative minimum
a a taxable income."Interest on the Bonds is not exempt from Illinois income taxes. See also Appendix D for the proposed form of the
b opinion of Bond Counsel.
A $30,415,000*
G s UNITED CITY OF YORKVILLE
Kendall County,Illinois
G Special Service Area Numbers 2005-108 and 2005-109
Special Tax Refunding Bonds,Series 2016
g. Dated: Date of Delivery Due: March I as shown on the inside cover
ti n
y . This Official Statement is being furnished in connection with the United City of Yorkville,Kendall County,Illinois, Special
a n Service Area Numbers 2005-108 and 2005-109 Special Tax Refunding Bonds,Series 2016(the"Bonds"). The Bonds will be secured by
c a pledge of Special Taxes(as defined herein)and certain other amounts held in funds established pursuant to the Trust Indenture dated as
n of February 1,2016(the"Indenture")between the United City of Yorkville,Kendall County,Illinois(the"City")and Amalgamated Bank
of Chicago,as Trustee(the"Trustee").
J
7 The Bonds are issuable only as fully registered bonds without coupons and,when issued,will be registered in the name of Cede
c g &Co.,as nominee of The Depository Trust Company,New York,New York("DTC"). Individual purchases will be made in book entry
form only,in denominations of$5,000 or integral multiples of$1,000 in excess thereof. Beneficial Owners of the Bonds will not receive
'W physical certificates representing their interest in the Bonds purchased. Principal of,premium,if any,and interest(payable on March 1
and September 1 of each year,commencing September 1,2016)on the Bonds are payable by the Trustee to DTC,which will remit such
principal, premium, if any, and interest to DTC's Participants, who in turn will be responsible for remitting such payments to the
Beneficial Owners of the Bonds,as described herein.
R = The Bonds are subject to optional,mandatory and special mandatory redemption prior to maturity as set forth herein.
b THE BONDS ARE BEING ISSUED PURSUANT TO THE SPECIAL SERVICE AREA TAX LAW OF THE STATE OF
�•J G
I E ILLINOIS, AS AMENDED, AND, IN THE OPINION OF BOND COUNSEL, WILL CONSTITUTE VALID AND LEGALLY
" BINDING LIMITED OBLIGATIONS OF THE UNITED CITY OF YORKVILLE,KENDALL COUNTY,ILLINOIS(THE"CITY"),
a PAYABLE SOLELY AND ONLY FROM THE SPECIAL TAX AND AMOUNTS ON DEPOSIT IN CERTAIN OF THE FUNDS
ESTABLISHED AND MAINTAINED PURSUANT TO THE TRUST INDENTURE,AS SET FORTH HEREIN. THE BONDS ARE
P 5 NOT GENERAL OBLIGATIONS OF THE CITY AND NEITHER THE FULL FAITH AND CREDIT NOR THE GENERAL TAXING
a POWER OF THE CITY, THE COUNTY OF KENDALL, THE STATE OF ILLINOIS, OR ANY POLITICAL SUBDIVISION
THEREOF IS PLEDGED TO THE PAYMENT OF THE BONDS. NO HOLDER OF ANY BOND SHALL HAVE THE RIGHT TO
G r ° COMPEL THE EXERCISE OF ANY TAXING POWER OF THE CITY(OTHER THAN THE LEVY OF THE SPECIAL TAX AS
DESCRIBED HEREIN) FOR PAYMENT OF THE PRINCIPAL AMOUNT OF, PREMIUM, IF ANY, OR INTEREST ON THE
BONDS.
The scheduled payment of principal of and interest on the Bonds when due will be guaranteed under a municipal bond
5 = insurance policy to be issued concurrently with the delivery of the Bonds by . See also"BOND INSURANCE"and
Appendix C hereto for the Specimen Municipal Bond Insurance Policy.
G [insert bond insurer logo]
�a
The Bonds are offered when, as and if issued,subject to prior sale, withdrawal or modification of the offer without notice, the
0 o approving legal opinion of Foley&Lardner LLP, Chicago, Illinois, Bond Counsel. Certain legal matters will be passed upon for the
b b 2 Underwriter by Bryan Cave LLP,Chicago,Illinois,and for the City by Kathleen Field Orr&Associates, Chicago,Illinois. It is expected
that the Bonds will be available for delivery through the facilities of DTC in New York,New York on or about February.2016
William Blair & Company
e3 T
i6 V n
Preliminary,subject to change.
'HOIDOCS\327405.5
MATURITIES AND PRINCIPAL AMOUNTS,INTEREST RATES,YIELDS OR PRICES AND CUSIPS*
UNITED CITY OF YORKVILLE,KENDALL COUNTY,ILLINOIS
$30,415,000*SPECIAL TAX REFUNDING BONDS,SERIES 2016
MATURITY
(March 1) AMOUNT INTEREST RATE YIELD CUSIP'
CUSIP data herein are provided by Standard&Poofs,CUSIP Service Bureau,a division of The McGraw-Hill Companies,Inc.The CUSIP numbers listed
above are being provided solely for the convenience of bondholders only at the time of issuance of the Bonds and the City does not make any representation
with respect to such numbers or undertake any responsibility for their accuracy now or at any time in the future.The CUSIP number for a specific maturity is
subject to being changed after the issuance of the Bonds as a result of various subsequent actions including,but not limited to,a refunding in whole or in part
of such maturity or as a result of the procurement of secondary market portfolio insurance or other similar enhancement by investors that is applicable to all or
a portion of certain maturities of the Bonds.
**Yield to first call of March 1,
*Preliminary,subject to change.
CHO 1 DOCS\327405.5
OFFICIAL STATEMENT
This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall
there be any sale of the Bonds by any person, in any jurisdiction in which it is unlawful for such person to make
such an offer, solicitation or sale in such jurisdiction. No dealer, broker, salesman or other person has been
authorized by the City or the Underwriter to give any information or to make any representation other than as
contained in this Official Statement in connection with the offering described herein, and, if given or made, such
information or representation must not be relied upon as having been authorized. Certain information contained
herein has been obtained from the City,DTC, the municipal bond insurer and other sources which are believed by
the Underwriter to be reliable,but it is not guaranteed as to accuracy or completeness. In accordance with, and as
part of, its responsibilities to investors under the federal securities laws,as applied to the facts and circumstances of
this transaction,the Underwriter has reviewed the information in this Official Statement,but does not guarantee the
accuracy or completeness of such information.Neither the delivery of this Official Statement nor the sale of any of
the Bonds shall imply that the information herein is correct as of any time subsequent to the date hereof.
This Official Statement should be considered in its entirety and no one factor should be considered more or
less important than any other by reason of its position in this Official Statement. Where statutes, reports,
agreements or other documents are referred to herein, reference should be made to such statutes, reports,
agreements or other documents for more complete information regarding the rights and obligations of parties
thereto,facts and opinions contained therein and the subject matter thereof.
THE BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 NOR HAS
THE INDENTURE BEEN QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939 IN RELIANCE
UPON EXEMPTIONS CONTAINED IN SUCH ACTS. THE REGISTRATION OR QUALIFICATION OF THE
BONDS IN ACCORDANCE WITH THE APPLICABLE PROVISIONS OF SECURITIES LAWS OF THE
STATES IN WHICH THE BONDS HAVE BEEN REGISTERED OR QUALIFIED AND THE EXEMPTION
FROM REGISTRATION OR QUALIFICATION IN OTHER STATES CANNOT BE REGARDED AS A
RECOMMENDATION THEREOF. NEITHER THESE STATES NOR ANY OF THEIR AGENCIES HAVE
PASSED UPON THE MERITS OF THE BONDS OR THE ACCURACY OR COMPLETENESS OF THIS
OFFICIAL STATEMENT. ANY REPRESENTATION TO THE CONTRARY MAY BE A CRIMINAL
OFFENSE.
[ (" ")] makes no representation regarding the Bonds or the advisability of
investing in the Bonds. In addition, [ 1 has not independently verified,makes no representation regarding, and
does not accept any responsibility for the accuracy or completeness of this Official Statement or any information or
disclosure contained herein, or omitted herefrom, other than with respect to the accuracy of the information
regarding " supplied by [ ] and presented under the heading"BOND INSURANCE"and"APPENDIX C-
Specimen Municipal Bond Insurance Policy".]
IN CONNECTION WITH THE OFFERING OF THE BONDS, THE UNDERWRITER MAY
OVERALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICES OF
THE BONDS AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME WITHOUT
NOTICE. THE PRICES AND OTHER TERMS RESPECTING THE OFFERING AND SALE OF THE BONDS
MAY BE CHANGED FROM TIME TO TIME BY THE UNDERWRITER AFTER THE BONDS ARE
RELEASED FOR SALE, AND THE BONDS MAY BE OFFERED AND SOLD AT PRICES OTHER THAN
THE INITIAL OFFERING PRICES, INCLUDING SALES TO DEALERS WHO MAY SELL THE BONDS
INTO INVESTMENT ACCOUNTS.
There can be no guarantee that there will be a secondary market for the Bonds or, if a secondary market
exists, that it would continue to exist or that the Bonds could in any event be sold for any particular price. Any
statements made in this Official Statement, including the Appendices, involving matters of opinion or estimates,
whether or not so expressly stated, are set forth as such and not as representations of fact, and no representation is
made that any of such estimates will be realized.
In connection with the issuance of the Bonds,the City will enter into a Continuing Disclosure Agreement
with Amalgamated Bank of Chicago. See"CONTINUING DISCLOSURE"herein.
CHOIDOCS\327405.5
CAUTIONARY STATEMENTS REGARDING FORWARD-
LOOKING STATEMENTS IN THIS OFFICIAL STATEMENT
Certain statements included in or incorporated by reference in this Official Statement that are not purely
historical are"forward-looking statements"within the meaning of the United States Private Securities Litigation Reform
Act of 1995, Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the
United States Securities Act of 1933, as amended, and reflect the City's current expectations, hopes, intentions, or
strategies regarding the future. Such statements may be identifiable by the terminology used such as"plan,""expect,"
"estimate,""budget,""intend"or other similar words.
UNDUE RELIANCE SHOULD NOT BE PLACED ON FORWARD-LOOKING STATEMENTS. ALL
FORWARD-LOOKING STATEMENTS INCLUDED IN THIS OFFICIAL STATEMENT ARE BASED ON
INFORMATION AVAILABLE TO THE CITY ON THE DATE HEREOF, AND THE CITY ASSUMES NO
OBLIGATION TO UPDATE ANY SUCH FORWARD-LOOKING STATEMENTS IF OR WHEN ITS
EXPECTATIONS OR EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH SUCH STATEMENTS
ARE BASED OCCUR OR FAIL TO OCCUR, OTHER THAN AS INDICATED UNDER THE CAPTION
"CONTINUING DISCLOSURE."
CHO1 DOCS\327405.5
UNITED CITY OF YORKVILLE,ILLINOIS
MAYOR
GARY J.GOLINSKI
ALDERMAN
Carlo Colosimo Ken Koch Jacquelyn Milschewski
Joel Frieders Larry Kot Seaver Tarulis
Chris Funkhouser Diane Teeling
OFFICIALS
Beth Warren Bart Olson
City Clerk City Administrator
Eric Dhuse Rob Fredrickson Kathleen Field Orr,Esq.
Director of Public Works Finance Director/Deputy Treasurer City Attorney
PROFESSIONAL SERVICES
BOND COUNSEL
Foley&Lardner LLP
Chicago,Illinois
SPECIAL SERVICE AREA TRUSTEE
ADMINISTRATOR Amalgamated Bank of Chicago
David Taussig&Associates,Inc. Chicago,Illinois
Newport Beach, California
CHO 1 DOCS\327405.5
TABLE OF CONTENTS
Page
INTRODUCTORY STATEMENT...............................................................................................................................1
THEBONDS.................................................................................................................................................................2
General Description of the Bonds...................................................................................................................2
Redemption.....................................................................................................................................................3
Optional Prepayment of Special Tax...............................................................................................................4
Mandatory Prepayment of Special Tax...........................................................................................................4
BookEntry Only System.................................................................................................................................5
[BOND INSURANCE...................................................................................................................................................7
RIGHTSOF BOND INSURER....................................................................................................................................7
PLANOF FINANCE....................................................................................................................................................7
General............................................................................................................................................................7
Refundingof Prior Bonds................................................................................................................................7
Estimated Sources and Uses of Funds*...........................................................................................................8
DEBTSERVICE REQUIREMENTS...........................................................................................................................9
ESTIMATED SPECIAL TAX AND DEBT SERVICE COVERAGE*.....................................................................10
SECURITY AND SOURCE OF PAYMENT FOR THE BONDS.............................................................................10
General..........................................................................................................................................................10
TheSpecial Tax.............................................................................................................................................1 l
NoAdditional Bonds.....................................................................................................................................12
PledgedFunds...............................................................................................................................................12
Non-Pledged Funds.......................................................................................................................................14
Securityfor the Bonds...................................................................................................................................15
Covenantsof the Issuer.................................................................................................................................15
Investmentof Funds......................................................................................................................................16
Enforcement of Payment of Special Tax.......................................................................................................16
Valueto Lien Ratio.......................................................................................................................................18
Representative Property Taxes......................................................................................................................19
Historical Special Tax Collections and Delinquencies..................................................................................20
THEAREAS...............................................................................................................................................................21
General..........................................................................................................................................................21
Water&Sewer..............................................................................................................................................22
OtherUtilities................................................................................................................................................22
FloodPlain/Wetlands....................................................................................................................................22
Schools..........................................................................................................................................................22
THECITY...................................................................................................................................................................22
GeneralDescription.......................................................................................................................................22
CityGovernment and Services......................................................................................................................22
Transportation...............................................................................................................................................23
CommunityLife............................................................................................................................................23
Education.......................................................................................................................................................23
SocioeconomicInformation..........................................................................................................................24
THE SPECIAL SERVICE AREA AND SPECIAL TAX...........................................................................................27
TheAct..........................................................................................................................................................27
Establishmentof the Areas............................................................................................................................28
Levy,Abatement and Collection of Special Tax...........................................................................................28
Special Service Area Special Tax Rolls and Reports....................................................................................28
AdministrativeServices................................................................................................................................30
i
CH01 DOCS\327405.5
RISKFACTORS.........................................................................................................................................................30
LimitedSource of Funds...............................................................................................................................30
InformationNot Verified...............................................................................................................................30
Local,State and Federal Land Use Regulations............................................................................................30
OverlappingIndebtedness.............................................................................................................................31
TaxDelinquencies.........................................................................................................................................31
Potential Delay and Limitations in Foreclosure Proceedings........................................................................31
Bankruptcy....................................................................................................................................................32
MaximumSpecial Taxes...............................................................................................................................33
Disclosure to Future Purchasers....................................................................................................................33
LimitedSecondary Market............................................................................................................................33
SecondaryMarket and Prices........................................................................................................................33
Lossof Tax Exemption.................................................................................................................................33
Risk of Legislative and Judicial Changes......................................................................................................33
UNDERWRITING......................................................................................................................................................34
LEGALOPINIONS....................................................................................................................................................34
TAXEXEMPTION.....................................................................................................................................................34
Summary of Bond Counsel's Opinion..........................................................................................................34
Exclusion from Gross Income: Requirements..............................................................................................34
Covenantsto Comply....................................................................................................................................35
Risksof Non-Compliance.............................................................................................................................35
Bonds Purchased at a Premium or a Discount...............................................................................................35
Federal Income Tax Consequences...............................................................................................................35
CONTINUINGDISCLOSURE...................................................................................................................................36
THEUNDERTAKING...............................................................................................................................................36
NOLITIGATION........................................................................................................................................................40
[BOND RATING........................................................................................................................................................40
MISCELLANEOUS....................................................................................................................................................40
AUTHORIZATION....................................................................................................................................................42
APPENDICES:
APPENDIX A -Special Tax Rolls and Reports
APPENDIX B -Trust Indenture
APPENDIX C -Specimen Municipal Bond Insurance Policy
APPENDIX D -Bond Opinion
APPENDIX E -Continuing Disclosure Agreement
ii
CHO 1 DOCS1327405.5
$30,415,000*
United City of Yorkville
Kendall County,Illinois
Special Service Area Numbers 2005-108 and 2005-109
Special Tax Refunding Bonds,Series 2016
INTRODUCTORY STATEMENT
This Official Statement, which includes the cover page and Appendices attached hereto, is provided
to furnish information in connection with the issuance and sale by the United City of Yorkville, Kendall
County, Illinois (the "City") of$ aggregate principal amount Special Service Area Numbers
2005-108 and 2005-109 Special Tax Refunding Bonds,Series 2016(the`Bonds"). The Bonds will be issued
by the City pursuant to (i) the Illinois Constitution of 1970; (ii) the Special Service Area Tax Law of the
State of Illinois(the"Special Service Area Act"); (iii)the Illinois Local Government Debt Reform Act; (iv)
Ordinance No. of the City adopted at a meeting of the City Council on (the "Bond
Ordinance") providing for the issuance of the Bonds; and(v) a Trust Indenture dated as of , 2016
(the "Trust Indenture") between the City and Amalgamated Bank of Chicago, Chicago, Illinois, as trustee
(the"Trustee"). The Bonds will be issued as fully registered bonds without coupons in book entry only form
in denominations of$5,000 or any integral multiple of$1,000 in excess thereof. The Bonds will be secured
primarily by the proceeds of the Special Tax(as defined in the Special Tax Rolls and Reports attached hereto
as Appendix A and hereafter referred to as the"Special Tax Reports") levied on certain property within the
United City of Yorkville Special Service Area Number 2005-108 ("SSA 2005-108") and Special Service
Area Number 2005-109 ("SSA 2005-109" and, together with SSA 2005-108, the "Areas" or the "Special
Service Areas"). In addition, the Bonds will be payable from and secured by certain funds established
pursuant to the Trust Indenture. See "SECURITY AND SOURCE OF PAYMENT FOR THE BONDS"
herein. Capitalized terms used but not defined herein shall have the meaning given such terms in the Trust
Indenture. See"Appendix B—Trust Indenture."
SSA 2005-108 was originally developed by Centex Homes and is located on the northwest side of
Illinois Route 34,east of State Route 47 and west of Bristol Ridge Road.SSA 2005-108 consists of finished
lots for up to 348 detached single family homes ("Single Family Homes") and 150 townhomes
("Townhomes").
SSA 2005-109 was originally developed by Pulte Homes and is located at State Route 47 and Galena
Road. SSA 2005-109 includes finished lots for up to 208 Single Family Homes, 288 condominiums
("Condominiums") and 280 Townhomes. The development of such Single Family Homes, Condominiums
and Townhomes within the Areas are referred to as the"Project". A finished lot for a Single Family Home
shall be sometimes referred to herein as a"Single Family Home Parcel." A finished lot for a Condominium
unit shall be sometimes referred to herein as a"Condominium Parcel." A finished lot for a Townhome unit
shall be sometimes referred to herein as a"Townhome Parcel."
The City previously issued its(i) $14,980,000 Special Service Area Number 2005-108 Special Tax
Bonds, Series 2006 (Autumn Creek Project) (the "2005-108 Prior Bonds") pursuant to a Trust Indenture
dated as of April 1, 2006 between the City and The Bank of New York Trust Company, as trustee; and, (ii)
$19,000,000 Special Service Area Number 2005-109 Special Tax Bonds,Series 2006(Bristol Bay I Project)
(the"2005-109 Prior Bonds")pursuant to a Trust Indenture dated as of March 1,2006 between the City and
The Bank of New York Trust Company,as trustee.The 2005-108 Prior Bonds and the 2005-109 Prior Bonds
are hereinafter collectively referred to as the"Prior Bonds"and the indentures under which the Prior Bonds
were issued are hereinafter collectively referred to as the"Prior Indentures".The proceeds of the Prior Bonds
were used to,among other things,finance a portion of the costs of the acquisition and construction of certain
improvements by the City consisting of water mains, sanitary sewers, storm sewers, roadway construction,
street lighting, erosion control, landscaping, earthwork, City engineer's review and inspection, and
engineering and surveying (collectively, the "Improvements") with respect to the Project. See "THE
AREAS.
*Preliminary,subject to change
1
CH01 DOCS1327405.5
"The proceeds of the Bonds will be used to: (i)make a deposit to the Reserve Fund for the Bonds in
the amount of the Reserve Requirement equal to $ ; (ii)make an initial deposit to the Administrative
Expense Fund; (iii) make a deposit to the Special Reserve Fund; (iv) pay the premium owed for the Bond
Insurance Policy;and(v)currently refund all of the outstanding Prior Bonds. See"THE BONDS."
IN THE OPINION OF BOND COUNSEL, THE BONDS WILL CONSTITUTE VALID AND
LEGALLY BINDING LIMITED OBLIGATIONS OF THE CITY, PAYABLE SOLELY AND ONLY
FROM THE SPECIAL TAXES (AS PROVIDED IN THE BOND ORDINANCE, THE SPECIAL TAX
REPORTS AND THE TRUST INDENTURE) AND AMOUNTS ON DEPOSIT IN CERTAIN OF THE
FUNDS AND ACCOUNTS ESTABLISHED AND MAINTAINED UNDER THE TRUST INDENTURE,
AS SET FORTH HEREIN. THE BONDS ARE NOT GENERAL OBLIGATIONS OF THE CITY AND
NEITHER THE FULL FAITH AND CREDIT NOR THE GENERAL TAXING POWER OF THE CITY,
THE COUNTY OF KENDALL, THE STATE OF ILLINOIS, OR ANY POLITICAL SUBDIVISION
THEREOF IS PLEDGED TO THE PAYMENT OF THE BONDS. NO HOLDER OF ANY BOND SHALL
HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY TAXING POWER OF THE CITY(OTHER
THAN THE LEVY OF THE SPECIAL TAX) FOR PAYMENT OF THE PRINCIPAL AMOUNT OF,
PREMIUM,IF ANY,OR INTEREST ON THE BONDS.
A copy of any document or agreement referred to herein may be obtained upon request from William
Blair&Company,L.L.C. (the"Underwriter").
THE BONDS
General Description of the Bonds
The Bonds will be issued in the aggregate principal amount of$30,415,000*,will bear interest at the
rates, and will mature on the dates, as set forth on the inside cover of this Official Statement and are subject
to optional, mandatory and special redemption as described herein. The Bonds will be issued only as fully
registered bonds without coupons in book entry form, initially in authorized denominations of$5,000 or any
integral multiple of$1,000 in excess thereof.
The Depository Trust Company,New York,New York("DTC"), will act as securities depository for
the Bonds. Principal of, premium, if any, and interest on the Bonds will be paid by the Trustee directly to
DTC,which will remit such principal,premium,if any, and interest to DTC's Participants,who, in turn will
be responsible for remitting such payments to the Beneficial Owners of the Bonds. See "THE BONDS -
Book Entry Only System."
Interest on the Bonds will be paid in lawful money of the United States of America semiannually on
March 1 and September 1 of each year(each,an"Interest Payment Date"),commencing September 1,2016.
Interest on the Bonds shall be calculated on the basis of a 360 day year composed of twelve 30 day months.
The sum of$30,415,000 shall be borrowed by the City pursuant to the Special Service Area Act and
the Local Government Debt Reform Act for the purpose of currently refunding all of the outstanding Prior
Bonds including the costs of the City in connection with the issuance of the Bonds, and making deposits to
the Reserve Fund and the Administrative Expense Fund all as provided in the Bond Ordinance and the Trust
Indenture. The Bonds shall be designated"Special Service Area Numbers 2005-108 and 2005-109 Special
Tax Refunding Bonds,Series 2016"and shall be numbered consecutively from R-1 upward but need not be
authenticated or delivered in consecutive order. The Bonds will be dated as of the date of the date of their
delivery.
*Preliminary,subject to change
2
CHO1 DOCS\327405.5
Redemption
Mandatory Sinking Fund Redemption. The Bonds maturing on March 1,2036 are Term Bonds and
are subject to mandatory redemption from amounts on deposit in the Bond and Interest Fund, in part and
randomly, at the Redemption Price of par and accrued interest to the date of redemption on March 1 of the
years and in the amounts as follows:
Year* Amount*
2017 805,000
2018 875,000
2019 925,000
2020 975,000
2021 1,030,000
2022 1,090,000
2023 1,155,000
2024 1,225,000
2025 1,300,000
2026 1,380,000
2027 1,465,000
2028 1,565,000
2029 1,665,000
2030 1,775,000
2031 1,885,000
2032 2,000,000
2033 2,125,000
2034 2,255,000
2035 2,390,000
2036 2,530,000
The City covenants that it will redeem the Bonds pursuant to the mandatory sinking fund redemption
requirements for the Bonds to the extent amounts are on deposit in the Bond and Interest Fund. Proper
provision for mandatory redemption having been made, the City covenants that the Bonds so selected for
redemption shall be payable upon redemption and taxes have been levied and will be collected as provided in
the Trust Indenture and in the Bond Ordinance for such purposes.
Optional Redemption. The Bonds are also subject to optional redemption prior to maturity at the
option of the City, in whole or in part, on any date on or after March 1, 2026, at a redemption price of par
plus accrued and unpaid interest to the date of redemption:
Any optional redemption of the Bonds in part will be applied, to the extent possible, to reduce pro
rata the amount of the Bonds required to be redeemed by mandatory sinking fund redemption, so as to
maintain the proportion of principal maturing in each year to the total original principal amount of the Bonds.
Mandatory Redemption Upon Condemnation and Change in Density. The Bonds are also subject to
mandatory redemption on any Interest Payment Date, in part, at a redemption price equal to the principal
amount to be redeemed, together with accrued interest to the date fixed for redemption, without premium,
from amounts in the Bond and Interest Fund consisting of the proceeds received by the City in connection
with a condemnation of any of the Special Services or any other property dedicated to,or owned by,the City
*Preliminary,subject to change
3
CHOIDOCS\327405.5
within the Areas and allocable to the Bonds as determined by the Consultant and which proceeds are not
used by the City to rebuild the Special Services.
The Bonds are subject to mandatory redemption of any Interest Payment Date,in whole or in part,at
a redemption price equal to the principal amount to be redeemed, together with accrued interest to the date
fixed for redemption, without premium, in the event the Consultant notifies the Trustee of a mandatory
prepayment of the Special Taxes upon a reduction in the Maximum Parcel Special Taxes (as defined in the
Special Tax Reports) as a result of a reduction in the number of Single Family Homes, Condominiums or
Townhouses within the Areas as set forth in the final plat or plats of subdivision approved by the City or any
other event that reduces the total of the Maximum Parcel Special Tax as described in, and in the amount set
forth in,Section VI.G of the Special Tax Reports.
Any mandatory redemption of the Bonds pursuant to the paragraphs above shall be applied, to the
extent possible, to reduce pro rata the amount of Bonds required to be redeemed by mandatory sinking fund
redemption and so as to maintain the proportion of principal maturing in each year to the total original
principal amount of the Bonds.
Special Mandatory Redemption from Optional Prepayment of Special Tax. Property owners may
prepay the Maximum Parcel Special Tax at any time. See"THE BONDS—Optional Prepayment of Special
Tax"and the Special Tax Reports attached hereto as Appendix A for a description of the ability of an owner
of a Parcel to prepay the Special Tax. The proceeds received from any such prepayments will be used to
redeem the Bonds in part. Consequently,the Bonds are also subject to mandatory redemption on any March
1,June 1,September 1 or December 1,in part, from prepayments of the Special Tax from amounts available
for disbursement from the Special Redemption Account(which includes optional prepayments of the Special
Tax and amounts transferred from the Reserve Fund and the Special Reserve Fund to the Special
Redemption Account pursuant to the Trust Indenture)pursuant to the Trust Indenture, at a redemption price
(expressed as a percentage of the principal amount of the Bonds to be redeemed),as set forth below,together
with accrued interest on such Bonds to the date fixed for redemption:
Redemption Dates Redemption Prices
On or prior to February 28,2025 102%
March 1,2025 through February 28,2026 101%
March 1,2026 and thereafter 100%
Any special mandatory redemption of the Bonds pursuant to the previous paragraph will be applied,
to the extent possible, to reduce pro rata the amount of the Bonds required to be redeemed by mandatory
sinking fund redemption and so as to maintain the proportion of principal maturing in each year to the total
original principal amount of the Bonds.
Redemption Provisions; Notice of Redemption. If less than all the Bonds of any maturity are to be
redeemed on any redemption date, the Bond Registrar appointed in the Trust Indenture shall assign to each
Bond of the maturities to be redeemed a distinctive number for each $1,000 of principal amount of that
Bond. The Bond Registrar shall then select by lot from the numbers so assigned, using such method as it
shall deem proper in its discretion, as many numbers as, at $1,000 per number, shall equal the principal
amount of the Bonds of that maturity to be redeemed;provided that following any redemption,no Bond shall
be outstanding in an amount less than the minimum Authorized Denomination except (i) as necessary to
effect the mandatory sinking fund redemption of the Bonds as set forth above, or (ii) to effect a special
*Preliminary,subject to change
2
CHO 1 DOCS\327405.5
mandatory redemption from optional prepayments when the total aggregate principal amount of Bonds
outstanding is$100,000 or less. See"THE BONDS—General Description of the Bonds."
Notice of the redemption of any Bonds, which by their terms shall have become subject to
redemption, shall be given to the registered owner of each Bond or portion of a Bond called for redemption
not less than 30 or more than 60 days before any date established for redemption of the Bonds,by the Bond
Registrar, on behalf of the City, by first class mail sent to the registered owner's last address, if any,
appearing on the registration books kept by the Bond Registrar. All notices of redemption shall include at
least the designation, date and maturities of the Bonds called for redemption, CUSIP Numbers, if available,
and the date of redemption. In the case of a Bond to be redeemed in part only,the notice shall also specify
the portion of the principal amount of the Bond to be redeemed. The mailing of the notice specified above to
the registered owner of any Bond shall be a condition precedent to the redemption of that Bond, provided
that any notice which is mailed in accordance with the Trust Indenture shall be conclusively presumed to
have been duly given whether or not the owner received the notice. The failure to mail notice to the owner
of any Bond,or any defect in that notice,shall not affect the validity of the redemption of any other Bond for
which notice was properly given.
With respect to an optional redemption of any Bonds, unless moneys sufficient to pay the principal
of, redemption premium, if any, and interest on the Bonds to be redeemed shall have been received by the
Trustee prior to the giving of such notice of redemption, such notice may,at the option of the City,state that
said redemption shall be conditional upon the receipt of such moneys by the Trustee on or prior to the date
fixed for redemption. If such moneys are not received, such notice shall be of no force and effect, the City
shall not redeem such Bonds and the Trustee shall give notice, in the same manner in which the notice of
redemption was given,that such moneys were not so received and that such Bonds will not be redeemed.
Purchase in Lieu of Redemption. In lieu of redemption as provided in the Trust Indenture,moneys in
the Bond and Interest Fund may be used and withdrawn by the City, subject to the prior written consent of
the Bond Insurer, for the purchase of outstanding Bonds, at public or private sale as and when, and at such
prices (including brokerage and other charges) as the City may provide, but in no event may the Bonds be
purchased at a price in excess of the principal amount of such Bonds, plus interest accrued to the date of
purchase and any premium which would otherwise be due if such Bonds were to be redeemed in accordance
with the Trust Indenture.
Optional Prepayment of Special Tax
The manner in which the Special Tax may be prepaid is described in the Special Tax Reports
included in this Official Statement as Appendix A. Generally, so long as there are no delinquent Special
Taxes with respect to a Parcel (as defined in the Special Tax Reports),the Special Tax may be prepaid with
respect to any Parcel at any time and the obligation to pay the Special Tax permanently satisfied by the
payment of an amount equal to the amount of prepayment determined in accordance with the formula set
forth in the Special Tax Reports. See the information included in Appendix A hereto for a more complete
discussion of the calculation of the amount of prepayment of Special Tax.
Mandatory Prepayment of Special Tax
In addition to the optional prepayment as described above, upon any event that reduces the total of
the Maximum Parcel Special Tax (as defined in the Special Tax Reports) such as a determination by the
Consultant that there is a reduction in the number of Single Family Home Parcels, Condominium Parcels or
Townhome Parcels below the number as set forth on the final plat of subdivision approved by the City, or
any other event that reduces the total of the Maximum Parcel Special Tax,the Special Tax Reports calls for a
mandatory prepayment of the Special Tax ("Mandatory Special Tax Prepayment"). The amount of the
Mandatory Special Tax Prepayment is determined in accordance with the formula set forth in the Special Tax
Reports. A Mandatory Special Tax Prepayment does not the Special Tax that has been levied on any Parcel.
*Preliminary,subject to change
4
CH01 DOCS\327405.5
See the information included in Appendix A hereto for a more complete discussion of Mandatory Special
Tax Prepayments.
Book Entry Only System
THE INFORMATION PROVIDED IMMEDIATELY BELOW CONCERNING DTC AND THE
BOOK-ENTRY-ONLY SYSTEM, AS IT CURRENTLY EXISTS, IS BASED SOLELY ON
INFORMATION PROVIDED BY DTC AND IS NOT GUARANTEED AS TO ACCURACY OR
COMPLETENESS BY, AND IS NOT TO BE CONSTRUED AS A REPRESENTATION BY, THE
UNDERWRITER OR THE CITY.
The Depository Trust Company ("DTC"), New York, NY, will act as bonds depository for the
Bonds. The Bonds will be issued as fully-registered bonds registered in the name of Cede & Co. (DTC's
partnership nominee)or such other name as may be requested by an authorized representative of DTC. One
fully-registered certificate will be issued for the issue of the Bonds,in the aggregate principal amount of such
issue,and will be deposited with DTC.
DTC, the world's largest securities depository, is a limited-purpose trust company organized under
the New York Banking Law,a"banking organization"within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York
Uniform Commercial Code, and a"clearing agency"registered pursuant to the provisions of Section 17A of
the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of
U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from
over 100 countries) that DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates
the post-trade settlement among Direct Participants of sales and other securities transactions in deposited
securities, through electronic computerized book-entry transfers and pledges between Direct Participants'
accounts. This eliminates the need for physical movement of securities certificates. Direct Participants
include both U.S. and non-U.S. securities brokers and dealers,banks,trust companies,clearing corporations,
and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing
Corporation ("DTCC"). DTCC is the holding company for DTC, National Securities Clearing Corporation
and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by
the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S.
and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear
through or maintain a custodial relationship with a Direct Participant, either directly or indirectly("Indirect
Participants'). DTC has a Standard& Poor's rating of AA+. The DTC Rules applicable to its Participants
are on file with the Securities and Exchange Commission. More information about DTC can be found at
www.dtcc.com.
Purchases of Bonds under the DTC system must be made by or through Direct Participants, which
will receive a credit for the Bonds on DTC's records. The ownership interest of each actual purchaser of
each Bond (`Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records.
Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are,
however, expected to receive written confirmations providing details of the transaction, as well as periodic
statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner
entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries
made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial
Owners will not receive certificates representing their ownership interests in Bonds, except in the event that
use of the book-entry system for the Bonds is discontinued.
To facilitate subsequent transfers,all Bonds deposited by Direct Participants with DTC are registered
in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an
authorized representative of DTC. The deposit of Bonds with DTC and their registration in the name of
Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no
knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the
*Preliminary,subject to change
5
CHO1 DOCS1327405.5
Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial
Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings
on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by Direct
Participants to Indirect Participants,and by Direct Participants and Indirect Participants to Beneficial Owners
will be governed by arrangements among them,subject to any statutory or regulatory requirements as may be
in effect from time to time. Beneficial Owners of Bonds may wish to take certain steps to augment the
transmission to them of notices of significant events with respect to the Bonds,such as redemptions,tenders,
defaults, and proposed amendments to the Bond documents. For example,Beneficial Owners of Bonds may
wish to ascertain that the nominee holding the Bonds for their benefit has agreed to obtain and transmit
notices to Beneficial Owners.
Payment of principal of,premium, if any and interest on the Bonds will be made to Cede & Co., or
such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit
Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from the
City or the Trustee, on payable date in accordance with their respective holdings shown on DTC's records.
Payments by Participants to Beneficial Owners will be governed by standing instructions and customary
practices, as is the case with securities held for the accounts of customers in bearer form or registered in
"street name,"and will be the responsibility of such Participant and not of DTC nor its nominee,the Trustee,
or the City, subject to any statutory or regulatory requirements as may be in effect from time to time.
Payment of principal of,premium, if any and interest on the Bonds to Cede&Co. (or such other nominee as
may be requested by an authorized representative of DTC) is the responsibility of City or the Trustee,
disbursement of such payments to Direct Participants will be the responsibility of DTC,and disbursement of
such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.
Redemption notices shall be sent to DTC. If less than all of the Bonds within an issue are being
redeemed,DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such
issue to be redeemed.
Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to
Bonds unless authorized by a Direct Participant in accordance with DTC's MMI Procedures. Under its usual
procedures,DTC mails an Omnibus Proxy to the City as soon as possible after the record date. The Omnibus
Proxy assigns Cede&Co.'s consenting or voting rights to those Direct Participants to whose accounts Bonds
are credited on the record date(identified in a listing attached to the Omnibus Proxy).
Redemption proceeds, distributions, and dividend payments on the Bonds will be made to Cede &
Co.,or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is
to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information
from the City or Paying Agent, on payable date in accordance with their respective holdings shown on
DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions
and customary practices, as is the case with Bonds held for the accounts of customers in bearer form or
registered in "street name," and will be the responsibility of such Participant and not of DTC, the Paying
Agent, or the City,subject to any statutory or regulatory requirements as may be in effect from time to time.
Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other
nominee as may be requested by an authorized representative of DTC) is the responsibility of the City or
Paying Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and
disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect
Participants.
DTC may discontinue providing its services as depository with respect to the Bonds at any time by
giving reasonable notice to the City or the Trustee. Under such circumstances, in the event that a successor
depository is not obtained, Bonds are required to be printed and delivered. The City may decide to
*Preliminary,subject to change
6
CH01 DOCS\327405.5
discontinue use of the system of book-entry transfers through DTC(or a successor securities depository). In
that event,Bonds will be printed and delivered as described in the Indenture.
NEITHER THE CITY, THE UNDERWRITER, NOR THE TRUSTEE, WILL HAVE ANY
RESPONSIBILITY OR OBLIGATION TO ANY DIRECT PARTICIPANTS OR INDIRECT
PARTICIPANTS OR THE PERSONS FOR WHOM THEY ACT WITH RESPECT TO (1) THE
ACCURACY OF ANY RECORDS MAINTAINED BY DTC OR ANY SUCH DIRECT PARTICIPANT
OR INDIRECT PARTICIPANT; (2)THE PAYMENT BY ANY PARTICIPANT OF ANY AMOUNT DUE
TO ANY BENEFICIAL OWNER IN RESPECT OF THE PRINCIPAL OF OR INTEREST OR PREMIUM
ON THE BONDS; (3) THE DELIVERY BY ANY SUCH DIRECT PARTICIPANT OR INDIRECT
PARTICIPANT OF ANY NOTICE TO ANY BENEFICIAL OWNER THAT IS REQUIRED OR
PERMITTED UNDER THE TERMS OF THE TRUST INDENTURE TO BE GIVEN TO
BONDHOLDERS; (4)THE SELECTION OF THE BENEFICIAL OWNERS TO RECEIVE PAYMENT IN
THE EVENT OF ANY PARTIAL REDEMPTION OF THE BONDS;OR(5)ANY CONSENT GIVEN OR
OTHER ACTION TAKEN BY DTC AS BONDHOLDER.
[BOND INSURANCE
[insert bond insurance provisions]
RIGHTS OF BOND INSURER
The Trust Indenture contains a number of provisions required by Bond Insurer, which provisions
shall govern so long as the Policy is in effect and Bond Insurer is not in default in its payment obligations
under the Policy. Such provisions, among other things, grant Bond Insurer the right to receive notices of
certain events and other information, the right to consent to certain actions, the right to control certain
remedies of the Bondholders or the Trustee for the benefit of the Bondholders, and recognition as a third-
party beneficiary under the Indenture. Bond Insurer shall be deemed to be the sole holder of the Bonds for
the purpose of exercising any voting right or privilege or giving any consent or direction or taking any other
action that the holders of the Bonds insured by it are entitled to take pursuant to the Indenture pertaining to
(i) defaults and remedies and (ii) the duties and obligations of the Trustee. Pursuant to the Indenture, the
Trustee and each Bondholder appoint Bond Insurer as their agent and attorney-in-fact and agree that Bond
Insurer may at any time during the continuation of any proceeding by or against the City under the United
States Bankruptcy Code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or
similar law (an "Insolvency Proceeding") direct all matters relating to such Insolvency Proceeding. In
addition,the Trustee and each Bondholder delegate and assign to Bond Insurer,to the fullest extent permitted
by law, the rights of the Trustee and each Bondholder in the conduct of any Insolvency Proceeding,
including,without limitation,all rights of any party to an adversary proceeding or action with respect to any
court order issued in connection with any such Insolvency Proceeding. See "APPENDIX B — Trust
Indenture".
PLAN OF FINANCE
General
The City will use the proceeds of the Bonds and moneys released under the Prior Indentures to (i)
currently refund all of the outstanding Prior Bonds, plus fund the applicable redemption premium thereon,
(ii)pay certain expenses incurred in connection with the issuance of the Bonds and the refunding of the Prior
Bonds, (iii) fund the Reserve Fund in the amount of the Reserve Requirement equal to $ , (iv) fund
the Special Reserve Fund,and(v)make deposits to the Administrative Expense Fund.
Refunding of Prior Bonds
*Preliminary,subject to change
7
CHO1 DOCS\327405.5
The City has determined the refunding of the Prior Bonds to be in the public interest and in
furtherance of the public purposes of the City. The City expects to deposit $ from the
proceeds of the Bonds and $ from amounts on deposit in certain funds held under the
Prior Indentures for the Prior Bonds into the Reserve Fund created pursuant to each of the Prior Indentures
for the purpose of refunding all of the outstanding Prior Bonds, including an amount necessary to pay the
redemption premium on the Prior Bonds.The table below sets forth the maturity date, interest rate,principal
amount(including redemption premium)payable to refund the Prior Bonds and the redemption date for each
of the Prior Bonds.
Redemption of Prior Bonds
Maturity Redemption Outstanding Par
Bonds Date Interest Rate Premium Amount Redemption Date
2005-108 Prior 03/01/2036 6.00% 2% [$14,102,000]
Bonds
2005-109 Prior 03/01/2036 5.875% 2% [$17,839,000]
Bonds
Estimated Sources and Uses of Funds*
Sources of Funds:
Par Amount of the Series 2016 Bonds 30,415,000
Prior Trustee Held Funds 5,035,029
Total Sources 35,450,029
Uses of Funds:
Refunding of Prior Bonds 31,319,554
Deposit to Debt Service Reserve Fund 2,640,561
Deposit to the Special Reserve Fund 25,000
Deposit to the Administrative Expense Fund 15,000
Costs of Issuance 1,449,914
Total Uses 35,450,029
*Preliminary,subject to change
8
CHOI DOCS\327405.5
DEBT SERVICE REQUIREMENTS
The following table sets forth the debt service schedule for the Bonds based on the maturity, and
interest rate set forth on the cover of this Official Statement,assuming no redemptions other than mandatory
sinking fund redemptions are made:
Bond
Year Annual
Ending Principal* Interest* Debt Service*
3/1/2017 $805,000 $1,206,903 $2,011,903
3/1/2018 875,000 1,167,381 2,042,381
3/1/2019 925,000 1,147,606 2,072,606
3/1/2020 975,000 1,124,851 2,099,851
3/1/2021 1,030,000 1,098,526 2,128,526
3/1/2022 1,090,000 1,068,759 2,158,759
3/1/2023 1,155,000 1,035,078 2,190,078
3/1/2024 1,225,000 997,079 2,222,079
3/1/2025 1,300,000 955,184 2,255,184
3/1/2026 1,380,000 909,294 2,289,294
3/1/2027 1,465,000 .858,924 2,323,924
3/1/2028 1,565,000 794,903 2,359,903
3/1/2029 1,665,000 726,513 2,391,513
3/1/2030 1,775,000 653,752 2,428,752
3/1/2031 1,885,000 576,185 2,461,185
3/1/2032 2,000,000 493,810 2,493,810
3/1/2033 2,125,Q00 406,410 2,531,410
3/1/2034 2,255,000 313,548 2,568,548
3/1/2035 2,390,000 215,004 2,605,004
3/1/2036 2,530,000 110,561 2,640,561
30,415,000 15,860,268 46,275,268
*Preliminary,subject to change
9
CHOI DOCS\327405.5
ESTIMATED SPECIAL TAX AND DEBT SERVICE COVERAGE*
The following table sets forth expected Special Tax and Debt Service Coverage:
Total
Bond Senior Lien Adjusted Total Debt
Year Debt Administrative Debt Special Service
Ending Service Expenses Service Tax Coverage
3/1/2017 2,011,903 40,000 2,051,903 2,566,299 1.25
3/1/2018 2,042,381 40,600 2,082,981 2,604,954 1.25
3/1/2019 2,072,606 41,209 2,113,815 2,643,816 1.25
3/1/2020 2,099,851 41,827 2,141,678 2,683,652 1.25
3/1/2021 2,128,526 42,455 2,170,981 2,723,768 1.25
3/1/2022 2,158,759 43,091 2,201,850 2,764,431 1.26
3/1/2023 2,190,078 43,738 2,233,816 2,805,801 1.26
3/1/2024 2,222,079 44,394 2,266,472 2,847,718 1.26
3/1/2025 2,255,184 45,060 2,300,243 2,890,342 1.26
3/1/2026 2,289,294 45,736 2,335,029 2,933,513 1.26
3/1/2027 2,323,924 46,422 2,370,345 2,977,653 1.26
3/1/2028 2,359,903 47,118 2,407,021 3,022,078 1.26
3/l/2029 2,391,513 47,825 2,439,337 3,067,472 1.26
3/1/2030 2,428,752 48,542 2,477,294 3,113,358 1.26
3/1/2031 2,461,185 49,270 2,510,455 3,160,213 1.26
3/1/2032 2,493,810 50,009 2,543,819 3,207,486 1.26
3/1/2033 2,531,410 50,759 2,582,169 3,255,595 1.26
3/1/2034 2,568,548 51,521 2,620,068 3,304,609 1.26
3/1/2035 2,605,004 52,294 2,657,298 3,354,312 1.26
3/1/2036 2,640,561 53,078 2,693,639 3,404,929 1.26
$43,634,707 $871,869 $44,506,576
(1) Trustee Fees and Administrative Fees are estimated at$40,000 per year increasing at 1.5%per year.
(2) Maximum parcel special taxes escalate annually at a rate of 1.5%.
SECURITY AND SOURCE OF PAYMENT FOR THE BONDS
General
The Bonds and the interest thereon are limited obligations of the City secured and payable from (i)
the Special Tax to be levied,extended and collected on all the taxable real property within the Areas subject
to the Special Tax, (ii) amounts deposited in the Bond and Interest Fund the Reserve Fund; and the Special
Redemption Account, including a portion of the proceeds of the Bonds and the interest, profits and other
income derived from the investment thereof. When collected, the Special Tax, any Foreclosure Proceeds,
including any interest and penalties collected in connection with the Special Taxes or Foreclosure Proceeds
shall be placed in the Bond and Interest Fund. In addition, proceeds received by the City from a
condemnation of any of the Special Services or any other property owned by or dedicated to the City within
the Special Service Area and allocable to the Bonds which is not used to rebuild the Special Services shall be
deposited in the Bond and Interest Fund as security for the Bonds.
*Preliminary,subject to change
10
CHO 1 DOCS1327405.5
The amount of Special Tax that the City may levy in the Areas in any year is strictly limited by the
maximum rates approved by the Corporate Authorities at the time of formation of the Areas. The City is
legally authorized under the Special Service Area Act, and has covenanted in the Trust Indenture, to extend
and collect the Special Tax in an amount determined according to the Special Tax Reports. Pursuant to the
Bond Ordinance the City has levied the Special Tax in the amounts set forth in the Total Maximum Parcel
Special Tax column in the Table on page 31 hereinbelow under the caption "THE SPECIAL SERVICE
AREA AND SPECIAL TAX—Special Service Area Special Tax Rolls and Reports",and will abate such tax
each year to the extent it is not required to pay principal or interest on the Bonds,replenish any reserve funds
and Administrative Expenses. See "SECURITY AND SOURCE OF PAYMENT FOR THE BONDS —
Special Tax" below. The Special Tax Reports apportion the total amount of Special Tax to be collected
among the Parcels in the Areas as more particularly described herein. Any Mandatory Special Tax
Prepayment shall be levied against the property on which the reduction has or will occur. The Maximum
Parcel Special Tax will remain unchanged for the property that did not result in the application of the
prepayment provisions. See "THE SPECIAL SERVICE AREA AND SPECIAL TAX — Special Service
Area Special Tax Rolls and Reports"and"APPENDIX A—Special Tax Rolls and Reports."
The Special Tax
The levying of the Special Service Area Number 2005-108 Special Tax was authorized by the
Corporate Authorities in Ordinance No. 2006-25, adopted at a meeting commenced on March 28, 2006 (the
"SSA 2005-108 Establishing Ordinance"). Pursuant to the SSA 2005-108 Establishing Ordinance, the City
caused (i)the SSA 2005-108 Establishing Ordinance to be recorded within 60 days of its adoption with the
Recorder of Deeds of Kendall County, Illinois, and (ii) the Declaration of Consent of the Developer to be
recorded on or before the date of delivery of the Bonds with the Recorder of Deeds of Kendall County,
Illinois.
The levying of the Special Service Area Number 2005-109 Special Tax was authorized by the
Corporate Authorities in Ordinance No. 2006-17, adopted at a meeting held on March 14, 2006 (the "SSA
2005-109 Establishing Ordinance" and, together with the SSA 2005-108 Establishing Ordinance, the
Establishing Ordinance). Pursuant to the SSA 2005-109 Establishing Ordinance,the City caused(i)the SSA
2005-109 Establishing Ordinance to be recorded within 60 days of its adoption with the Recorder of Deeds
of Kendall County,Illinois, and(ii)the Declaration of Consent of the Developer to be recorded on or before
the date of delivery of the Bonds with the Recorder of Deeds of Kendall County,Illinois.
The Bonds are secured by, among other things, a pledge of the Special Tax including all scheduled
payments of the Special Tax received by the City,interest thereon,and proceeds of the redemption or sale of
property sold as a result of foreclosure of the lien of the Special Tax. Pursuant to the Bond Ordinance the
City has levied the Special Tax in the amounts set forth in the Total Maximum Parcel Special Tax column in
the Table set forth below under the caption "THE SPECIAL SERVICE AREA AND SPECIAL TAX -
Special Service Area Special Tax Rolls and Reports", and will abate such tax each year to the extent it
exceeds the Special Tax Requirement as calculated by the Consultant on its behalf. The City has covenanted
in the Bond Ordinance and the Trust Indenture annually on or before the last Tuesday of December for each
of the years 2015 through 2034 to calculate or cause the Consultant to calculate the Special Tax
Requirement; to amend the Special Tax Roll pursuant to Section VI.E of the Special Tax Reports and
provide the County tax collector with the amended Special Tax Rolls; to adopt an ordinance approving the
amount of the current calendar year's Special Tax Requirement and abating the Special Taxes levied
pursuant to the Bond Ordinance to the extent the Special Taxes levied exceed the Special Tax Requirement
as calculated by the City pursuant to the Establishing Ordinances and the Special Tax Reports.
On or before the last Tuesday of January for each of the years 2016 through 2035 the City shall
notify the Trustee of the amount of the Special Tax Requirement and the amount of the Special Taxes to be
abated. The City shall take all actions which shall be necessary to provide for the levy,extension,collection
and application of the taxes levied by the Bond Ordinance,including enforcement of such taxes by providing
11
CHO1 DOCS\327405.5
Kendall County with such information as is deemed necessary to enable the County to include any property
subject to a delinquent Special Tax in the County Collector's annual tax sale and in the event the tax lien is
forfeited at such tax sale, by institution of foreclosure proceedings as provided by law; provided, however,
that the obligation to institute any foreclosure action against any taxpayer other than a taxpayer owning at
least five percent (5%) of the property in the Areas shall only arise in the event the City makes the
determination that the proceeds from the foreclosure action have a commercially reasonable expectation of
exceeding the costs thereof. See"THE SPECIAL SERVICE AREA AND SPECIAL TAX— Special Service
Area Special Tax Rolls and Reports."
The levy of the Special Tax is subject to certain limitations. The levy of the Special Tax on property
within the Areas is constrained by the Maximum Parcel Special Tax amount applicable to such Parcel unless
there is an event that reduces the total of the Maximum Parcel Special Tax such as a reduction in the
expected number of single family,condominium or townhome dwelling units as set forth in the final plats of
subdivision approved by the City and the City levies an additional tax in connection with a Mandatory
Special Tax Prepayment. See "THE SPECIAL SERVICE AREA AND SPECIAL TAX— Special Service
Area Special Tax Rolls and Reports" and"RISK FACTORS — Maximum Special Taxes" herein. The full
amount of the Total Maximum Parcel Special Tax as set forth in the subcaption "Special Service Area
Special Tax Rolls and Reports" has been levied pursuant to the Bond Ordinance. Pursuant to the Trust
Indenture, the City covenants that it will adopt a supplemental levy ordinance in the event of a mandatory
prepayment of the Special Tax pursuant to the Special Tax Reports caused by a reduction in the expected
number of single family, condominium or townhome dwelling units as set forth in the final plat of
subdivision approved by the City,to the extent the mandatory prepayment amount calculated pursuant to the
terms of Exhibit B to the Special Tax Reports exceeds the Special Tax levied for the year in which the
prepayment is due pursuant to the Bond Ordinance.
Although the Special Tax,when levied,will constitute a lien on Parcels within the Areas, it does not
constitute a personal indebtedness of the owners of such property within the Areas. There is no assurance
that the owners of property in the Areas will be financially able to pay the annual Special Tax or that they
will pay such tax even if financially able to do so. See"RISK FACTORS"herein.
No Additional Bonds
The Trust Indenture for the 2005-109 Bonds included a provision allowing for the issuance of not to
exceed $26,000,000 additional bonds which would be issued on a parity with the 2005-109 Bonds. These
additional bonds were to be issued in connection with the development of a portion of the property referred
to as Phase II. At such time as the additional bonds were issued the City would levy a special tax upon the
Phase II property. These additional bonds were never issued and as a result no tax was ever levied on the
Phase II property. The Trust Indenture for the Series 2016 Bonds does not allow for the issuance of any such
additional bonds.
Pledged Funds
Bond and Interest Fund. The Trust Indenture creates and establishes with the Trustee a separate and
special fund of the City established exclusively for paying principal of, interest on and redemption premium
on the Bonds and which is designated as "The Special Service Area Numbers 2005-108 and 2005-109
Special Tax Refunding Bonds,Bond and Interest Fund"(the"Bond and Interest Fund"). Upon receipt by the
Trustee, the Special Taxes and the Foreclosure Proceeds including any interest and penalties, collected in
connection with such Special Tax or Foreclosure Proceeds shall be placed in the Bond and Interest Fund.
The City may provide for Kendall County to transmit directly to the Trustee for deposit to the Bond and
Interest Fund any Special Tax collected by Kendall County. In addition, proceeds received by the City in
connection with a condemnation of any of the Special Services or any other property dedicated to or owned
by the City within the Special Service Areas allocable to the Bonds as determined by the Consultant which
are not used to rebuild the Special Services shall be deposited in the Bond and Interest Fund. Moneys
deposited in the Bond and Interest Fund and investments of the Bond and Interest Fund shall never be
commingled with or loaned to any other funds of the City. All interest and other investment earnings on the
12
CHOI DOCS\327405.5
Bond and Interest Fund shall become, when received, a part of the Bond and Interest Fund. When the
amount of condemnation proceeds deposited to the Bond and Interest Fund equals $1,000 or more, such
amount shall be used to redeem Bonds on the next Interest Payment Date. Any amounts representing
condemnation proceeds which remain on deposit in the Bond and Interest Fund for a continuous period of
thirty(30)months and which will not be used to redeem the Bonds on the next Interest Payment Date will be
used to pay debt service on the Bonds on the next Interest Payment Date.
Amounts deposited in the Bond and Interest Fund are appropriated for and irrevocably pledged to,
and shall be used solely for the purpose of,paying the principal of and interest and redemption premium on
the Bonds, or for transfers to the Reserve Fund, the Special Reserve Fund or the Administrative Expense
Fund as permitted in the Trust Indenture.
At any time after September 1 but in no event later than December 1 of each year, the Trustee will
determine the amount needed to pay principal of and interest and redemption premium on the Bonds on the
next succeeding Interest Payment Date. If the Trustee determines that sufficient amounts are on deposit in
the Bond and Interest Fund to pay principal of,interest on and redemption premium due on the Bonds on the
next succeeding Interest Payment Date, the Trustee shall notify the City and the Consultant of any excess
amounts on deposit in the Bond and Interest Fund and, at the written direction of the City, shall transfer an
amount from the Bond and Interest Fund to the Administrative Expense Fund which the City, after
consultation with the Consultant, has determined will be adequate, together with other amounts in the
Administrative Expense Fund or reasonably expected to be transferred to or deposited in such Fund, to pay
all Administrative Expenses during the succeeding calendar year. After making such transfer to the
Administrative Expense Fund any excess amounts on deposit in the Bond and Interest Fund will be
transferred to the Reserve Fund to the extent necessary to replenish the Reserve Fund to the Reserve
Requirement(as defined below under the subcaption"Reserve Fund"). After(i)making such transfer to the
Administrative Expense Fund, and (ii) the Reserve Fund has amounts on deposit equal to the Reserve
Requirement,any excess amounts on deposit in the Bond and Interest Fund shall be transferred to the Special
Reserve Fund to the extent necessary to fund and replenish the Special Reserve Fund to the Special Reserve
Fund Requirement. The total amount transferred from time to time to the Special Reserve Fund shall not
exceed$25,000 giving consideration to amounts that may have previously been transferred from the Special
Reserve Fund. Thereafter,any remaining excess shall be retained in the Bond and Interest Fund and applied
to pay principal and interest coming due on the next succeeding Interest Payment Date.
Special Redemption Account. A separate account designated the "Special Redemption Account"
exists within the Bond and Interest Fund established with the Trustee. All prepayments of the Special Tax
made in accordance with the Special Tax Reports shall be deposited in the Special Redemption Account.
Amounts deposited in the Special Redemption Account representing optional prepayments of Special Tax in
accordance with the Special Tax Reports shall be applied to the redemption of the Bonds pursuant to the
Trust Indenture and as described under the caption "THE BONDS — Redemption — Special Mandatory
Redemption from Optional Prepayment of Special Tax." Amounts deposited in the Special Redemption
Account representing mandatory prepayments of Special Tax in accordance with the Special Tax Reports
shall be applied to the redemption of the Bonds in accordance with the Trust Indenture and as described
under the caption"THE BONDS—Redemption—Mandatory Redemption Upon Condemnation,Completion
of Construction and Change in Density"and"Special Mandatory Redemption from Optional Prepayment of
Special Tax."
Moneys in the Special Redemption Account shall be used exclusively to redeem Bonds pursuant to
the Trust Indenture or to pay debt service on the Bonds pursuant to the Trust Indenture. In the event of any
optional prepayment of Special Tax,prior to giving notice of the redemption of the Bonds in accordance with
the Trust Indenture, the Trustee will transfer from the Reserve Fund and the Special Reserve Fund to the
Special Redemption Account an amount equal to the Reserve Fund Credit (as defined in the Special Tax
Reports) and the Special Reserve Fund Credit upon the direction of the Consultant. When the amount on
deposit in the Special Redemption Account equals $1,000, such amount shall be used to redeem the Bonds
on the next Interest Payment Date in accordance with the Trust Indenture. On each such Interest Payment
13
CHO1 ROCS\327405.5
Date, the Trustee shall withdraw from the Special Redemption Account and pay to the owners of the Bonds
to be redeemed the amounts required to redeem such Bonds pursuant to the Trust Indenture.
Notwithstanding the foregoing, any amounts contained in the Special Redemption Account for a continuous
period of thirty (30) months and which will not be used to redeem the Bonds on the next Interest Payment
Date in accordance with the immediately preceding sentence and the Trust Indenture shall be used to pay
debt service on the Bonds on the next Interest Payment Date. Any amounts contained in the Special
Redemption Account on the final maturity date of the Bonds shall be used to pay outstanding debt service on
the Bonds.
Reserve Fund. A separate and special fund of the City exists with the Trustee which is designated as
"The Special Service Area Numbers 2005-108 and 2005-109 Special Tax Refunding Bonds,Reserve Fund"
(the "Reserve Fund"), and which must be maintained in an amount equal to the Reserve Requirement. The
Reserve Requirement is$ ,as adjusted for Prepayments pursuant to the Trust Indenture and as described
in the preceding paragraph. Amounts deposited in the Reserve Fund shall be used solely for the purpose of
(i)making transfers to the Bond and Interest Fund to pay the principal of, including mandatory sinking fund
payments, and interest and any premium on, all Bonds when due, in the event that moneys in the Bond and
Interest Fund are insufficient therefor without further direction from the City or the Bond Insurer, (ii)
making any transfers to the Bond and Interest Fund if the balance in the Reserve Fund and the Special
Reserve Fund exceeds the amount required to redeem all Bonds then outstanding, or(iii) if the amount then
on deposit in the Reserve Fund is at least equal to the Reserve Requirement, for transfer in accordance with
the Trust Indenture,and as described in the next paragraph.
On the Business Day prior to each Interest Payment Date,moneys in the Reserve Fund in excess of
the Reserve Requirement shall be transferred by the Trustee from the Reserve Fund to the Bond and Interest
Fund to be used for the payment of principal of and interest and redemption premium on the Bonds on the
next following Interest Payment Date.
Non-Pledged Funds
Administrative Expense Fund. A separate and special fund of the City which is designated as"The
Special Service Area Numbers 2005-108 and 2005-109 Special Tax Refunding Bonds, Administrative
Expense Fund"(the"Administrative Expense Fund")exists with the Trustee. Amounts in the Administrative
Expense Fund shall be withdrawn by the Trustee and paid to the City or its order upon receipt by the Trustee
of a written request of an Authorized Officer stating the amount to be withdrawn, that such amount is to be
used to pay an Administrative Expense,and the nature of such Administrative Expense.
Costs of Issuance Account. A separate account designated the "Costs of Issuance Account" exists
within the Administrative Expense Fund established with the Trustee. Amounts deposited in the Costs of
Issuance Account shall be used solely for the purpose of paying costs incurred by the City in connection with
the issuance of the Bonds. Disbursements from the Costs of Issuance Account shall be made by the Trustee
upon receipt of a Written Request form the Village in the form of Exhibit D to the Trust Indenture which
shall(i)set forth the amount required to be disbursed,the propose for which the disbursement is to be made,
that the disbursement is a proper expenditure from the Costs of Issuance Account, and payment instructions
to the Trustee for the amount to be disbursed and (ii) certify that no portion of the amount then being
requested to be disbursed was set forth in any previous request for disbursement. On the date which is six
months after the date of issuance of the Bonds,the Trustee will transfer all amounts remaining in the Costs of
Issuance Account to the Administrative Expense Fund.
Special Reserve Fund. A separate and special fund of the City exists with the Trustee which is
designated as "The Special Service Area Numbers 2005-108 and 2005-109 Special Tax Refunding Bonds,
Special Reserve Fund" (the "Special Reserve Fund"). Special Taxes shall be deposited in the Special
Reserve Fund in accordance with the Indenture until the amounts on deposit in the Special Reserve Fund
equal the Special Reserve Fund Requirement. The total amount transferred from time to time to the Special
14
CH01 DOCS\327405.5
Reserve Fund shall not exceed $ , giving consideration to amounts that may have previously been
transferred from the Special Reserve Fund.
Amounts deposited in the Special Reserve Fund shall be used solely for the purpose of(i) making
any transfers to the Bond and Interest Fund if the aggregate balance in the Special Reserve Fund and the
Reserve Fund exceeds the amount required to redeem all Bonds then outstanding, (ii) for transfer to the
Special Redemption Account in an amount equal to the Special Reserve Fund Credit in accordance with the
provisions of the Indenture, (iii) on March 1, for transfer to the Bond and Interest Fund as described
below, (iv)at the direction of an Authorized Officer for transfer to the Bond and Interest Fund or any other
fund established under the Indenture,or(v)at the direction of an Authorized Officer for any use permitted by
the Special Service Area Act, provided an opinion of bond counsel is delivered to the Trustee to the effect
that such use will not violate the Special Service Area Act or adversely affect the tax-exempt status of
interest on the Bonds.
On March 1, _ (on which date the Special Reserve Fund Credit shall be zero), the Trustee shall
without further direction,transfer any remaining amounts on deposit in the Special Reserve Fund to the Bond
and Interest Fund to pay principal of and interest and redemption premium on the Bonds on the next
succeeding Interest Payment Date.
Any amounts in the Special Reserve Fund that are used to pay principal of, or interest or premium
on,the Bonds shall be treated as Special Taxes paid by the owners of the affected Parcels for purposes of the
Special Tax Reports.
Rebate Fund. A separate and special fund of the City exists with the Trustee which is designated as
"The Special Service Area Numbers 2005-108 and 2005-109 Special Tax Refunding Bonds, Rebate Fund"
(the "Rebate Fund"), into which there shall be deposited as necessary investment earnings in the Bond and
Interest Fund,the Reserve Fund and the Special Reserve Fuhd to the extent required so as to maintain the tax
exempt status of interest on the Bonds all at the direction of the City. All rebates, special impositions or
taxes for such purpose payable to the United States of America (Internal Revenue Service) shall be payable
from the Rebate Fund at the direction of the City.
Amounts in the Administrative Expense Fund,the Special Reserve Fund and the Rebate Fund are not
pledged to the repayment of the Bonds.
Security for the Bonds
The Bonds and the interest thereon are secured and payable primarily from(i)the Special Tax levied,
and to be extended and collected on all taxable property within the Areas subject to the Special Tax,
including interest on such Special Tax and the proceeds of the redemption or sale of property sold as a result
of any actions to foreclose the lien of Special Tax and any interest accrued thereon, brought following a
delinquency in the payment of the Special Tax (the"Special Tax"), (ii) any amounts transferred by the City
to the Bond and Interest Fund,including the allocable portion of condemnation proceeds received by the City
not used to rebuild the Special Services, and (iii) amounts deposited in the Bond and Interest Fund and the
Reserve Fund.
Covenants of the Issuer
Pursuant to the Trust Indenture, the City has covenanted for the benefit of the owners of the Bonds
(the`Bondowners")that the City will:
(a) take all actions, if any, which shall be necessary, in order further to provide for the
levy, extension, collection and application of the Special Tax, including enforcement of the Special
Tax by institution of foreclosure proceedings as provided by law;
15
CH01 DOCS\327405.5
(b) not take any action which would adversely affect the levy, extension,collection and
application of the Special Tax levied pursuant to the Bond Ordinance and the Trust Indenture,except
to abate the Special Tax to the extent permitted by the Trust Indenture and the Special Tax Reports;
(c) comply with all requirements of the Special Service Area Act,the Bond Ordinance and
other applicable present and future laws concerning the levy, extension and collection of the Special Tax
levied pursuant to the Bond Ordinance and the Trust Indenture, in each case so that the City shall be able
to pay the principal of and interest on the Bonds as they come due and replenish the Reserve Fund to the
Reserve Requirement and it will take all actions necessary to assure the timely collection of the Special
Taxes,including,without limitation,the enforcement of any delinquent Special Tax by providing Kendall
County with such information as is deemed necessary to enable Kendall County to include any property
subject to a delinquent Special Tax in the Kendall County Collector's annual tax sale and in the event the
tax lien is forfeited at such tax sale and upon request of any Bond Insurer or the Majority Owners by
instituting proceedings,including assigning to the Trustee its right to purchase as a taxing district the
unpaid taxes due upon the property all in the manner provided by law; provided, however, that the
obligation to purchase unpaid taxes,or institute any proceeding shall only arise in the event the City
makes the determination that sufficient funds are on deposit in the Administrative Expense Fund to
apply to the purchase of the unpaid taxes and/or pay the costs of any proceeding;
(d) not encumber, pledge or place any charge or lien upon any of the Special Tax or
other amounts pledged to the Bonds superior to, or on a parity with, or junior to, the pledge and lien
created in the Trust Indenture for the benefit of the Bonds,except as permitted by,or specifically set
forth in,the Trust Indenture;
(e) take all actions which are necessary to be taken (and avoid any actions which it is
necessary to avoid being taken),so that interest on the Bonds will not be or become included in gross
income for federal income tax purposes under existing law;
(f) keep, or cause the Trustee to keep, proper books of record and accounts, separate
from all other records and accounts of the City, in which complete and correct entries will be made
of all transactions relating to the deposits to and expenditure of amounts disbursed from the Funds
and Accounts created under the Trust Indenture and the Special Tax;and
(g) to the extent possible, direct Kendall County, Illinois to deposit all Special Taxes
when collected, including Foreclosure Proceeds, condemnation proceeds and prepayments, directly
with the Trustee to be applied as set forth under the Trust Indenture.
Investment of Funds
Moneys on deposit in the various funds and accounts established under the Trust Indenture may be
invested from time to time in Qualified Investments pursuant to directions from the City to the Trustee;
provided that moneys on deposit in the Special Redemption Account are required to be invested in Qualified
Investments having a maturity of 180 days or less. Subject to the requirements of the Trust Indenture,
earnings or losses on such investments shall be attributed to the Fund or Account for which the investment
was made. In the event the Trustee does not receive directions from the City to invest funds held under the
Trust Indenture, the Trustee shall invest such funds in a money market fund which invests in short-term
securities issued or guaranteed by the United States Government, its agencies or instrumentalities and/or
repurchase agreements relating to such securities.
Enforcement of Payment of Special Tax
In Illinois, general ad valorem property taxes are levied in one year and become payable during the
following year. At the end of each collection year,the Kendall County Treasurer applies to the Circuit Court
of Kendall County, for a judgment for all unpaid general ad valorem property taxes. The Circuit Court of
16
CHO1 DOCS\327405.5
Kendall County order resulting from that application for judgment provides for a sale of all property with
unpaid general ad valorem property taxes. A public sale is held, at which time successful bidders pay the
unpaid general ad valorem property taxes plus penalties. The annual tax sale is usually held during
November of any given year in Kendall County. Unpaid general ad valorem property taxes accrue penalties
at the rate of 1 1/2% per month from their due date until the date of sale. Taxpayers can redeem their
property by paying the purchaser of the delinquent taxes on the property at the general tax sale the amount
paid at the sale, plus a penalty. If redemption does not occur within two and one half years, and certain
procedural requirements are met, the purchaser of the property at the tax sale can receive a deed to the
property which has been sold for delinquent taxes. Any delinquent Special Taxes for any given year would
be included in this general tax sale. If there is no sale of the tax lien on a parcel of property at the annual tax
sale,and the taxes remain unpaid,the taxes are forfeited and eligible to be purchased at any time thereafter at
an amount equal to all delinquent taxes and interest to the date of purchase. Redemption periods and
procedures are the same as applicable to the annual tax sale.
In addition to using the annual tax sale as an enforcement mechanism, a municipality may seek
enforcement of unpaid Special Taxes through commencement of foreclosure proceedings pursuant to the
Special Service Area Act. If a delinquency in the payment of the Special Tax occurs,the City is authorized
by the Special Service Area Act to order institution of an action pursuant to Article 9 of the Illinois
Municipal Code(65 ILCS 5/9-1-1,et seq.)to foreclose any lien therefor securing the Special Tax. In such an
action, a court having jurisdiction would enter a foreclosure decree authorizing the sale of the property
subject to the lien of the Special Tax, and the real property subject to the lien of the Special Tax would be
sold at a judicial foreclosure sale. The ability of the City to foreclose the lien of delinquent unpaid Special
Tax may be limited in certain instances and may require prior consent of the property owner in the event that
the property is owned by any receivership of the Federal Deposit Insurance Corporation (the"FDIC"). See
"RISK FACTORS—Bankruptcy"and"RISK FACTORS—Tax Delinquencies."
Such judicial foreclosure proceedings are not mandatory under the Special Service Area Act.
However,in the Trust Indenture,the City has covenanted with the holders of the Bonds to take all actions,if
any,which shall be necessary to provide for the levy and extension,collection and application of the Special
Tax, and to assure the timely collection of the Special Tax, including without limitation, the enforcement of
any delinquent Special Tax by the commencement and maintenance of an action to foreclose the lien of any
delinquent Special Tax;provided,however, that the obligation to institute any foreclosure action shall only
arise if the City makes the determination that the proceeds from each foreclosure action have a commercially
reasonable expectation of exceeding the costs thereof.
No assurances can be given that a judicial foreclosure action,once commenced,will be completed or
that it will be completed in a timely manner. See "RISK FACTORS - Potential Delay and Limitation in
Foreclosure Proceedings"below. Article 9 of the Illinois Municipal Code provides that the municipality or
its assignee may file a complaint to foreclose a special service area tax lien in the same manner that
foreclosures are permitted by law in case of delinquent general taxes. The"law in case of delinquent general
taxes" to which the Illinois Municipal Code refers is the Illinois Revenue Code. Under such foreclosure
proceedings, the court adjudicates the existence of a default in the payment obligation and authorizes a
foreclosure sale; the sale is conducted and the proceeds distributed according to the respective priorities; the
successful bidder is given a certificate of sale; and, if the redemption period expires without a redemption of
the special service area taxes, the certificate of sale may be converted to a deed. Although the municipality
holds the lien for the local improvement and is therefore the proper party to commence foreclosure
procedures, bondholders with bonds secured by special service area taxes may compel the municipality to
perform its duty and use all lawful means, including foreclosure, to collect the taxes out of which the
bondholders are to be paid. Special service area taxes create a lien that is superior to other liens and
encumbrances , and when general property taxes and Special Taxes are both delinquent,the proceeds of any
foreclosure action,if insufficient to pay each in full,are divided between them on a pro rata basis. If special
service area taxes are not paid in full at a foreclosure sale,and the lien amounts are bid in at such foreclosure
sale, then unless the special service area taxes are then redeemed through payment of the amount of the
special service area taxes plus interest, the certificate of sale can be converted into a deed to the property
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CHO1 DOCS\327405.5
only after expiration of the applicable redemption period. The Illinois Constitution prescribes certain
minimum redemption periods for unpaid taxes on property, including special service area taxes, but the
Illinois General Assembly may create longer redemption periods. For residential property with less than
seven dwelling units, the Illinois Constitution provides for a minimum two year redemption period. The
corresponding statute, however, permits the delinquent owner of such property to redeem it for two and a
half years (35 ILCS 200/21-350). Additionally, in certain circumstances the redemption period may be
extended for a period which will expire no later than 3 years from the date of sale(35 ILCS 200/21-385). If
the property can also be considered"vacant non-farm real estate",the Constitution authorizes a reduction of
the redemption period to one year, but the statute applicable to special service area taxes contains no such
exception .
No assurances can be given that the real property subject to sale or foreclosure and sale will be sold
or,if sold,that the proceeds of sale will be sufficient to pay any delinquent installment of special service area
taxes. Neither the Special Service Area Act nor Article 9 of the Illinois Municipal Code requires the City to
purchase or otherwise acquire any lot or parcel of property offered for sale or subject to foreclosure if there is
no other purchaser at such sale. Article 9 of the Illinois Municipal Code does specify that the special service
area taxes will have the same lien priority in the case of delinquency as the priority of the lien of ad valorem
property taxes.
If the Reserve Fund is depleted and delinquencies in the payment of Special Tax exist, there
could be a default or delay in payments to the Bondowners pending the annual tax sale and/or
prosecution of foreclosure proceedings and receipt by the City of the sale and/or foreclosure sale
proceeds,if any. However,within the limits of the Special Tax Reports and the Special Service Area
Act, the City may adjust the Special Tax levied on all property within the Areas in future Calendar
Years to provide an amount, taking into account such delinquencies, required to pay debt service on
the Bonds and to replenish the Reserve Fund. The amounts of the maximum Special Tax are sufficient
to pay the amounts required by the Trust Indenture to be paid on the Bonds (except with respect to a
Mandatory Prepayment); however, there are no assurances that the taxes levied will always be
collected in their entirety.
Value to Lien Ratio
The following table sets forth sample value-to-lien ratios with respect to the Project.
Development Product Tyne Market Valuer Bond Assessment Lien Value to Lien
2005-108 Single Family Home 243,669 24,373 9.997
Townhome 131,021 20,719 6.324
Single Family Home 215,948 26,323 8.204
2005-109 Condominium 85,643 21,331 4.015
Townhome 105,618 17,978 5.875
t Market value based on average sale value of a representative group of units within each subdivision for each unit type as reported by Zillow and the
Kendall County Tax Assessor.
The value to lien ratio is based on the Equalized Assessed Valuation of the Parcels. No assurance
can be given that the foregoing ratio can or will be maintained during the period of time the Bonds are
outstanding both because property values could drop and because other public entities,over which the Areas
18
CH01DOCS\327405.5
have no control, could issue additional indebtedness secured by a lien on a parity with the lien securing
payment of the Special Tax or payable through the levy or imposition of a tax on a parity with the Special
Tax.
Representative Property Taxes
The following table sets forth a statement of general ad valorem taxes, based on current rates,
imposed against Parcels improved with detached Single Family Homes, Townhomes and Condominiums in
the Areas based on the assessed values for such property set forth below and the most recent tax bills
received by the owners of the property in the Area.
2005-109(Bristol Bay) 2005-108(Autumn Creek)
United City of Yorkville Single Family Condominium Townhome Single Family Townhome
Market Value 215,948.00 85,643.00 105,618.00 243,669.00 131,021.00
Assessed Value 71,982.67 28,547.67 35,206.00 81,223.00 43,673.67
Multiplier 1.00 1.00 1.00 1.00 1.00
Average Homeowners
Exemption (6,000.00) (6,000.00) (6,000.00) (6,000.00) (6,000.00)
Taxable Valuation 65,982.67 22,547.67 29,206.00 75,223.00 37,673.67
Taxing Agency 2014 Ad Valorem Tax Rate(%)
Kendall County 0.8085 0.8085 0.8085 0.8085 0.8085
Bristol-Kendall FPD 0.8041 0.8041 0.8041 0.8041 0.8041
Forest Preserve 0.1826 0.1826 0.1826 0.1826 0.1826
Jr College 516 0.5973 0.5973 0.5973 0.5973 0.5973
Yorkville Library 0.3299 0.3299 0.3299 0.3299 0.3299
Yorkville/Bristol SD 0.0000 0.0000 0.0000 0.0000 0.0000
Bristol Township 0.1354 0.1354 0.1354 0.1354 0.1354
Bristol Road District 0.2818 0.2818 0.2818 0.2818 0.2818
School Dist CU 115 7.7083 7.7083 7.7083 7.7083 7.7083
City of Yorkville 0.7581 0.7581 0.7581 0.7581 0.7581
Total Tax Rate 11.6060 11.6060 11.6060 11.6060 11.6060
Representative Ad Valorem
Tax 7,657.95 2,616.88 3,389.65 8,730.38 4,372.41
Maximum Parcel Tax 2014 2,396.00 1,942.00 1,636.00 2,219.00 1,887.00
Total Taxes: 10,053.95 4,558.88 5,025.65 10,949.38 6,259.41
The City has no control over the amount of additional debt payable from taxes or assessments on all
or a portion of the property within the Area, that may be issued in the future by other governmental entities
or districts. Nothing prevents the owners of land within the Areas from consenting to the issuance of
additional debt by other public agencies which would be secured by taxes or assessments on the same
property subject to the Special Tax. To the extent such indebtedness is payable from assessments,and other
special taxes levied pursuant to the Special Service Area Act or other taxes, such assessments, special taxes
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CHOIDOCS\327405.5
and other taxes may have a lien on the property within the Areas in addition to and on a parity with the lien
of the Special Tax. Accordingly, the liens on the property within the Areas could increase without any
corresponding increase in the value of the property within the Areas and thereby reduce the ratio that exists
at the time the Bonds are issued between the value of the property and the debt secured by the taxes and
assessments thereon. The imposition of such additional indebtedness could also reduce the willingness and
ability of the property owners within the Areas to pay the Special Tax when due. See"RISK FACTORS—
Overlapping Indebtedness."
Historical EAV
SSA 2005-108 SSA 2005-109
2014 21,540,501 22,584,936
2013 15,920,230 21,595,849
2012 13,599,099 23,855,941
2011 14,754,306 28,000,766
2010 13,315,121 32,189,655
Historical Special Tax Collections and Delinquencies
The following table shows the historical Special Tax collections and delinquencies in connection
with the Areas.In the event of a delinquency in the payment of a Special Tax,no assurance can be given that
the proceeds of any foreclosure sale would be sufficient to pay the delinquent Special Tax and any other
delinquent special taxes,assessments or taxes. See"RISK FACTORS-Appraised Value".
2014 2013 2012 2011 2010
2005-108 2005-109 2005-108 2005-109 2005-108 2005-109 2005-108 2005-109 2005-108 2005-109
Total Billed 924,476 1,356,787 909,703 1,335,266 887,088 1,322,041 886,884 1,298,171 1,009,535 1,269,009
Total 924,476 1,342,356 908,716 1,311,345 884,917 1,298,114 886,884 1,284,415 1,007,886 1,239,394
Collected
(Before
Tax Sale)
Percent 100.00% 98.94% 99.89% 98.21% 99.76% 98.19% 100.00% 98.94% 99.84% 97.67%
Collected
Sold at Tax - 12,684 987 22,185 2,171 23,927 - 13,756 1,649 29,615
Sale
Total 924,476 1,355,040 909,703 1,333,530 887,088 1,322,041 886,884 1,298,171 1,009,535 1,269,009
Collected
Percent 100.00% 99.87% 100.00% 99.87% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%
Collected
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CH01DOCS\327405.5
THE AREAS
The information provided in this section "THE AREAS" has been included because it may be
considered relevant to an informed evaluation and analysis of the Bonds. The Bonds and the Special Tax are
not personal obligations of any land owners. The Bonds are secured solely by the Special Tax and certain
other amounts on deposit with the Trustee. See "SECURITY AND SOURCE OF PAYMENT FOR THE
BONDS." The Prior Bonds will were issued to finance a portion of the construction and installation of the
Special Services necessary to support the development of the Project, and the Special Services have been
constructed and installed. The Bonds are being issued for the purpose of currently refunding the Prior
Bonds.
General
Special Service Area Number 2005-108 was originally developed by Centex Homes and Special
Service Area Number 2005-109 was originally developed by Pulte Homes. The Areas are located on the
northwest side of Illinois Route 34, east of State Route 47 and west of Bristol Ridge Road (Autumn Creek
Project)and at State Route 47 and Galena Road(Bristol Bay I Project),each in the United City of Yorkville,
Kendall County, Illinois. As developed, the Areas include 547 Single Family Homes, 285 Condominiums
and 422 Townhomes.
Standard features of the Single Family Homes, the Condominiums and the Townhomes include the
following features:
Autumn Creek Single Family Townhomes
Homes
3-4 Bedrooms 2-3 Bedrooms
2-car attached 2-car attached garage
garage
1,776 sq ft—3,036 1,150 sq ft— 1,521 sq ft
sq ft
Bristol Bay Single Family Condominiums Townhomes
Homes
2-4 Bedrooms 1-2 Bedrooms 2-3 Bedrooms
1,417 sq ft—3,509 788 sq ft— 1,150 sq ft 1,096 sq ft—2,240 sq ft
sq ft
The following chart shows the total number of platted lots, the number of lots which have
prepaid the Special Tax, the number of lots owned by the original developer and the net number of
non-developer taxpayors in the Areas:
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Developer
Autumn Creek 2005-108 Total Parcels Prepaid Owned Net Taxpayers
Single Family 348 8 68 272
Townhomes 150 8 15 127
Bristol Bay 2005-109
Single Family 208 1 0 207
Townhomes 280 0 6 274
Condominiums 288 3 0 285
Grand Total 1,274 20 89 1,165
Water& Sewer
The Areas are hooked up to the City's water system. There is sufficient water capacity to serve the
Areas. The Areas are hooked up to the Yorkville-Bristol Sanitary District.
[NTI? 'i'hesr ,was to chi re tt p g nts beang mW in the original QS Aututni
i le. Cortf n sire na l«�9dr any such cabligatios j
Other Utilities
The cable television franchise in this region is SBC (Autumn Creek) and Kraus (Bristol Bay).
Telephone service is provided by SBC Ameritech. Gas service is provided by Nicor. Electric service is
provided by ComEd.
Flood Plain/Wetlands
The Areas are not in a flood plain and will not impact any jurisdictional wetlands. All flood plain
and wetland permits,if required,have been received.
Schools
The Areas are currently within Yorkville Community School District 115.
THE CITY
General Description
The United City of Yorkville was established in 1834, and has been the county seat of Kendall
County since 1859. It is located in northeastern Illinois on the Fox River, approximately 45 miles southwest
of Chicago. Nearby communities include Oswego, Bristol, Plano, Millbrook, Helmar, Newark, Plattville,
Montgomery, Sugar Grove and Plainfield. According to the 2010 Census, the City had a population of
16,921.
City Government and Services
The City follows a Mayor/City Council form of government in which the Mayor, Alderman, City
Clerk and City Treasurer are each elected to a four-year term. The City Council is comprise of the Mayor and
eight Alderman(two Alderman elected from each of the City's four wards).
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CHO 1 DOCS\327405.5
The City is served by the Bristol/Kendall Fire Protection District which carries a Protection Class 6.
It maintains a 24 hour paramedics unit and is a member of the Mutual Aid Box Alarm System. The Police
Department employs thirty full-time officers,and emergency medical service is available 24 hours a day.
Transportation
The City is approximately 15 miles west of Interstate 55 (I-55); almost 20 miles north of Interstate
80(I-80);and nearly 12 miles south of Interstate 88 (1-88).Illinois Routes 47 and 34 intersect in the City.
O'Hare and Midway Airports are approximately 50 miles northeast from the City. The closest
airport, Aurora Municipal Airport, is approximately five miles north in Sugar Grove. Their longest runway
is 5,100 feet and is lighted. Additionally, the airport has aircraft tiedowns, hangar, power plant repair, air
frame repair and navigator aids. They also have freight,charter and helicopter services.
The Burlington Northern Santa Fe (part of the Metra commuter line located in nearby Aurora) runs
through the City.
Community Life
The City contains approximately 288 acres of parks with picnic areas, a gazebo and recreational
fields. Programs offered include aerobics,basketball,bus trips,bowling, crafts, dance, fishing,golf,soccer,
sports club, street hockey, tee ball, tennis and tumbling. Residents also enjoy a golf course and forest
preserves which are nearby but outside the City boundaries.
Raging Waves,the largest outdoor water park in Illinois,opened in 2009. Among its attractions are
the Kangaroo Falls play structure with ladders and water spouts,the Cyclone Bowl and Boomerang Tornado
rides as well as the Great Barrier Reef wave that imitates the action of the ocean.
Yorkville Public Library (the "Library") serves the residents of the City and is a member of the
Heritage Trail Library System. In addition to its extensive collection of books, Library resources include
dial-a-story, local history, newspapers, sheet music, audio books, large print books,paperbacks, magazines,
and videos and DVDs. Services available to the community are homebound service, interlibrary loan, kits
for brothers and sisters of new babies,kits for sick kids,loft meeting area,photocopier,computers,tax forms,
talking books, typewriter and voter registration. The Library offers the following online resources: animals
and the environment; arts and crafts; children's book and screen characters; children's books and stories
online; educational resources; exploration and museums; history and geography; holidays and celebrations;
literature online;math and science; music and poetry;reference tools and homework help; space; and sports
and recreation.
Medical services are available at Rush/Copley Medical Center in the City and also at the
Rush/Copley Medicine Center and Provena-Mercy Center,both located in Aurora. Additional facilities are
provided by Sandwich Community Hospital in Sandwich,Illinois. These institutions are about fifteen miles
from the City.
Education
Community Unit School District Number 115 (the "District") meets the elementary and secondary
educational requirements of the City with two elementary schools, one junior high school and one high
school. The District has a staff of approximately 425 teachers and administrators and approximately 5,500
students. The District has implemented a new computer curriculum,innovative interdisciplinary projects and
advanced team building and support programs for students and staff. Higher education opportunities are
offered by Aurora University in nearby Aurora and Northern Illinois University in DeKalb.
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CHO 1 ROCS\327405.5
In addition, Waubonsee Community College Number 516 is a two year junior college and offers a
wide variety of transfer, vocational continuing and community education, children's and corporate
development and training classes. It also offers a comprehensive educational program designed to serve all
college district residents at a modest cost. In addition to 24 programs designed to transfer to senior
institutions, the college offers occupational oriented programs ranging in length from one semester to two
years. The college has recently opened a state of the art academic computing center.
Socioeconomic Information
The information set forth in the charts below has been included because it may be considered
relevant to an investor of the Bonds. The Bonds are not, however, general obligations of the City and the
Bonds are secured solely by the Special Tax and certain other amounts on deposit with the Trustee.
MAJOR CITY EMPLOYERS(1)
Approximate
Name Product/Service Employment
Community Unit School District Number 115........................... Education................................................................................................. 666
RagingWaves Water Park.......................................................... Water Park............................................................................................... 450
Kendall County ........................................................................... County Government................................................................................ 350
Wrigley Manufacturing Co.,LLC .............................................. Sugar Confections,Bubble Gum,and Candy......................................... 323
SuperTarget................................................................................. Retail Store.............................................................................................. 180
Menards Mega Store.................................................................... Home Improvement Store....................................................................... 140
JewelOsco................................................................................... Grocery Store ............................,............................................................. 130
UnitedCity of Yorkville............................................................. City Government..................................................................................... 124
Newlyweds Foods........................................................................ Food Seasonings,Cures and Binders...................................................... 115
Kohl's........................................................................................... Retail Store.............................................................................................. 115
HillsideHealth Care Center........................................................ Heathcare................................................................................................. 90
Boombah,Inc.............................................................................. Sports Equipment and Apparel ............................................................... 90
Home Depot................................................................................. Home Improvement Store....................................................................... 85
Wheatland Title Guaranty Co..................................................... Title Insurance.......................................................................................... 65
Marshalls...................................................................................... Retail Store.............................................................................................. 50
BrenartEye Clinic ...................................................................... Ophthalmic Goods .................................................................................. 50
C&J Insulation ............................................................................ Plastering,Drywall and Insulation.......................................................... 50
Notes: (1) Source: 2015 Illinois Manufacturers Directory, 2015 Illinois Services Directory, Yorkville Economic Development
Corporation and a selective telephone survey.
24
CHOIDOCSl327405.5
MAJOR AREA EMPLOYERS(1)
Approximate
Location Name Business or Product Employment
Montgomery.......................Caterpillar,Inc.................................................... Wheel Loaders and Excavators..................................... 2,300
Greater Fox Valley Area....Rush-Copley Medical Center(2)........................ Medical Center.............................................................. 2,000
Sugar Grove.......................Waubonsee Community College#516............... Education....................................................................... 1,460
Moms Exelon Nuclear,Dresden Generating Station.... Electric Service............................................................... 900
Montgomery.......................PERFORMANCE Foodservice-Fox River...... Wholesale Food............................................................. 435
Montgomery.......................Eby-Brown Co.................................................... Wholesale Tobacco and Confectionery......................... 400
Moms.................................LyondellBassell Industries................................. Plastic Materials............................................................ 400
Montgomery.......................Eby-Brown Co.................................................... Wholesale Tobacco and Confectionery........................ 400
Plano..................................Midwest Mfg.,Inc.............................................. Mil lwork......................................................................... 400
Montgomery.......................V V F Illinois Services....................................... Soap and Detergents...................................................... 350
Plainfield............................CB&I,Inc........................................................... Storage Tank Insulation Equipment............................... 300
Plainfield............................Diageo North American,Inc.............................. Gin and Vodka Distilling .............................................. 300
Moms.................................Northfield Block Co........................................... Architectural Concrete Blocks...................................... 300
Montgomery.......................Lyons LLC......................................................... Steel Storage Equipment............................................... 300
Montgomery.......................Aurora Bearing Co............................................. Ball and Roller Bearings ............................................. 250
Oswego..............................Coldwell Banker Honig-Bell............................. Residential Real Estate.................................................. 225
Montgomery.......................Hormann Gadco LLC......................................... Doors, Sash and Trim Metal........................................ 200
Plainfield...........................Plainfield Precision............................................. Custom Metal and Plastic Components......................... 200
Plainfield............................Walsh Landscape................................................ Landscape Construction and Maintenance.................... 185
Plainfield............................Veolia Water Solutions&Technologies........... Water Treatment Facility Equipment............................. 160
Oswego..............................Radiac Abrasives,Inc......................................... Diamond Grinding Wheels ........................................... 150
Montgomery.......................Aurora Metals Div.,L.L.C................................. Copper foundries........................................................... 150
Plano..................................Fox Valley Molding,Inc.................................... Compression Transfer and Injection Molding 150
Notes: (1) Source: 2015 Illinois Manufacturers Directory, 2015 Illinois Services Directory and a selective telephone survey.
(2) Includes the City.
The following tables show employment by industry and by occupation for the City, Kendall County
(the "County") and the State of Illinois (the "State") as reported by the U.S. Census Bureau 2009-2013
American Community Survey 5-year estimated values.
EMPLOYMENT BY INDUSTRY(])
_ The City The County The State
Classification Number Percent Number Percent Number Percent
Agriculture,Forestry,Fishing and Hunting,and Mining... 23 0.3% 361 0.6% 63,113 1.1%
Construction........................................................................ 428 4.8% 3,236 5.6% 310,368 5.2%
Manufacturing..................................................................... 1,339 15.1% 7,798 13.5% 756,029 12.6%
Wholesale Trade................................................................. 293 3.3% 2,036 3.5% 184,209 3.1%
Retail Trade......................................................................... 1,115 12.6% 6,714 11.6% 655,654 10.9%
Transportation and Warehousing,and Utilities.................. 342 3.9% 3,800 6.6% 348,569 5.8%
Information.......................................................................... 224 2.5% 1,105 1.90/0 126,311 2.1%
Finance and Insurance, and Real Estate%
553 6.3% 5,181 9.0% 447,732 7.5
and Rental and Leasing .........,
Professional, Scientific, and ,Management, 758 8.6% 5,926 10.2% 666,163 11.1%
Administrative,and Waste Management Services.............
Educational Services and Health Care and Social 2,292 25.9% 12,583 21.7% 1,379,821 23.0%
Arts,Entertainment and Recreation and Accommodation
and Food Services............................................................... 627 7.1% 4,472 7.7% 538,646 9.0%
Other Services,Except Public Administration 441 5.0% 2,237 3.9% 286,928 4.8%
Public Administration......................................................... 409 4.6% 2,433 4.2% 234,777 3.9%
Total.................................................................................. 8,844 100.0% 57,882 100.0% 5,998,320 100.0%
Note: (1) Source:U.S.Bureau of the Census,American Community Survey 5-year estimates 2009 to 2013.
25
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EMPLOYMENT BY OCCUPATION(])
The City The County The State
Classification Number Percent Number Percent Number Percent
Management,Business,Science,and Art........................... 3,611 40.8% 23,286 40.2% 2,183,077 36.4%
Service................................................................................. 1,646 18.6% 7,763 13.4% 1,036,503 17.3%
Sales and Office.................................................................. 2,074 23.5% 15,302 26.4% 1,509,578 25.2%
Natural Resources,Construction,and Maintenance........... 827 9.4% 4,948 8.5% 444,958 7.4%
Production,Transportation,and Material Moving............. 686 7.8% 6,583 11.4% 824,204 13.7%
Total................................................................................ 8,844 100.0% 57,882 100.0% 5,998,320 100.0%
Note: (1) Source:U.S.Bureau of the Census,American Community Survey 5-year estimates 2009 to 2013.
ANNUAL AVERAGE UNEMPLOYMENT RATES(])
Calendar The The The
Year City County State
2005........................ 3.2% 5.2% 5.7%
2006........................ 2.6% 4.0% 4.5%
2007........................ 3.1% 4.5% 4.6%
2008........................ 3.8% 5.8% 6.4%
2009........................ 6.6% 9.9% 10.0%
2010........................ 6.4% 9.8% 10.3%
2011 ....................... 5.9% 8.7% 9.8%
2012........................ 5.2% 7.8% 8.9%
2013........................ 8.2% 8.3% 9.2%
2014........................ 6.4% 6.3% 7.1%
2015(2) .................. N/A 6.0% 6.5%
Notes: (1) Illinois Department of Employment Security.
(2) Preliminary rates for the month of February 2015.
Housing
The U.S. Census Bureau 5-year estimated values reported that the median value of the City's owner-
occupied homes was $234,100. This compares to $210,800 for the County and $182,300 for the State. The
following table represents the five year average market value of specified owner-occupied units for the City,
the County and the State at the time of the 2009-2013 American Community Survey.
SPECIFIED OWNER-OCCUPIED UNITS(])
The City The County The State
Value Number Percent Number Percent Number Percent
Under$50,000............................................................. 144 3.3% 720 2.3% 235,268 7.3%
$50,000 to$99,999 .................................................... 139 3.2% 1,502 4.7% 493,044 15.3%
$100,000 to$149,999 ................................................. 517 11.9% 4,216 13.2% 504,066 15.7%
$150,000 to$199,999 ................................................. 805 18.5% 8,147 25.6% 538,003 16.7%
$200,000 to$299,999 .................................................. 1,915 43.9% 10,816 34.0% 692,499 21.5%
$300,000 to$499,999 ................................................. 774 17.8% 5,524 17.3% 513,968 16.0%
$500,000 to$999,999 ................................................. 66 1.5% 803 2.5% 196,905 6.1%
$1,000,000 or more...................................................... 0 0.0% 119 0.4% 46,285 1.4%
Total ....................................................................... 4,360 100.0% 31,847 100.0% 3,220,038 100.0%
Note: (1) Source:U.S.Bureau of the Census,American Community Survey 5-year estimates 2009 to 2013.
The U.S. Census Bureau 5-year estimated values reported that the City had a median family income
of $90,089. This compares to $91,368 for the County and $70,344 for the State. The following table
represents the distribution of family incomes for the City, the County and the State at the time of the 2009-
2013 American Community Survey.
26
CHOIDOCS\327405.5
MEDIAN FAMILY INCOME(1)
The City The County The State
Value Number Percent Number Percent Number Percent
Under$10,000 ........................................ 0 0.0% 498 1.7% 137,093 4.4%
$10,000 to$14,999 ................................. 54 1.2% 145 0.5% 84,866 2.7%
$15,000 to$24,999 ................................. 280 6.3% 1,163 3.9% 225,548 7.2%
$25,000 to$34,999 ................................. 153 3.5% 1,131 3.8% 257,251 8.2%
$35,000 to$49,999 ................................. 529 12.0% 3,061 10.4% 381,248 12.2%
$50,000 to$74,999 ................................. 673 15.3% 5,313 18.0% 583,037 18.6%
$75,000 to$99,999 ................................. 781 17.7% 5,092 17.3% 470,717 15.0%
$100,000 to$149,999 .............................. 1,331 30.2% 8,045 27.3% 553,739 17.7%
$150,000 to$199,999 ............................. 332 7.5% 3,296 11.2% 222,115 7.1%
$200,000 or more..................................... 280 6.30/ 1 735 5.90/0 220.748 7.0%
Total ....................................................................... 4,413 100.0% 29,479 100.0% 3,136,362 100.0%
Note: (1) Source:U.S.Bureau of the Census,American Community Survey 5-year estimates 2009 to 2013.
THE SPECIAL SERVICE AREA AND SPECIAL TAX
The Act
Section 7(6) of Article VII of the Illinois Constitution of 1970 permits a non-home rule unit to levy
or impose additional taxes upon areas within its boundaries to provide special services to those areas and to
pay debt incurred in order to provide those special services in the manner provided by law. Such areas are
established pursuant to the provisions of the Special Service Area Act. Under the Special Service Area Act,
the Corporate Authorities of the municipality within which the special service area lies constitute the
governing body of such special service area.
The Special Service Area Act provides that bonds may be issued to provide for the special services.
Such bonds do not constitute indebtedness of the municipality in which the special service area is situated for
the purpose of any limitation imposed by any law. Such bonds shall be retired by a tax which may be either
an ad valorem property tax, a special tax, or a combination of an ad valorem property and a special tax. A
special tax may be levied or imposed on any basis that provides a rational relationship between the amount of
special tax levied or imposed against each lot or parcel within the special service area and the special service
benefit conferred. The Special Service Area Act further provides that the lien and foreclosure remedies
provided in Article 9 of the Illinois Municipal Code shall apply on nonpayment of any special tax.
The Special Service Area Act contains a provision that allows residents of a special service area to
petition the circuit court having jurisdiction to disconnect territory from the special service area if, among
other things, such territory was not,is not,and is not intended by the corporate authorities which created the
special service area to be benefited or served by services then existing or authorized, and that such territory
constitutes less than 1 1/2% of the special service area's total equalized assessed valuation. The City
represents that no parcel within the Areas meets this test.
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Establishment of the Areas
Special Service Area Number 2005-108 The City established SSA Number 2005-108 pursuant to
the SSA 2005-108 Establishing Ordinance, which established SSA Number 2005-108 to provide certain
special services, and authorized the City to levy and collect Special Taxes in the manner set forth in the
Special Tax Reports, to pay principal of and interest on the bonds secured by the Special Taxes in an
aggregate principal amount not to exceed$15,500,000 to be retired over a period not to exceed 30 years.
Special Service Area Number 2005-109 The City established SSA Number 2005-109 pursuant to
the SSA 2005-109 Establishing Ordinance which established SSA Number 2005-109 to provide certain
special services, and authorized the City to levy and collect Special Taxes in the manner set forth in the
Special Tax Reports, to pay principal of and interest on the bonds secured by the Special Taxes in an
aggregate principal amount not to exceed$45,000,000 to be retired over a period not to exceed 40 years.
Levy,Abatement and Collection of Special Tax
In Illinois,property taxes levied in one year become payable during the following year as provided in
said levy. Pursuant to the Bond Ordinance the City has levied the Maximum Parcel Special Tax for all
parcels within the Areas. Pursuant to the Trust Indenture and the Special Tax Reports, the City has
covenanted that prior to the last Tuesday of December of each year the Mayor and City Council of the City
shall determine the Special Tax Requirement due as provided in the Special Tax Reports, taking into account
other amounts that may be available to pay principal of and interest on the Bonds and administrative
expenses, to amend the Special Tax Roll pursuant to the Special Tax Reports and shall, by ordinance,
approve the amount of the Special Tax Requirement and direct the County Clerk of Kendall County to
extend the Special Tax for collection on the tax books in the amounts so determined pursuant to the Special
Tax Reports against all parcels of taxable property in the Areas. The Kendall County Clerk must receive the
Special Tax Roll by the last Tuesday in December. The Kendall County Clerk intends,to the extent possible,
to incorporate the Special Tax bill into the regular ad valorem property tax bill which will be payable in two
equal installments. The first installment is payable in June and the second installment is payable in
September. The Special Tax levied by the Bond Ordinance shall be abated each year to the extent the taxes
levied pursuant to the Bond Ordinance exceed the Special Tax Requirement as calculated by the City. .
At the end of each collection year, the Kendall County Treasurer applies to the Circuit Court of
Kendall County, for a judgment for all unpaid taxes. The Circuit Court of Kendall County order resulting
from that application for judgment provides for a sale of all property with unpaid taxes. A public sale is
held, at which time successful bidders pay the unpaid taxes plus penalties. The annual tax sale is usually
held during November in Kendall County. Unpaid taxes accrue penalties at the rate of 1 1/2%per month
from their due date until the date of sale. Taxpayers can redeem their property by paying the purchaser of the
property at the tax sale the amount paid at the sale,plus a penalty. If redemption does not occur within two
and one half years and certain procedural requirements are met,the purchaser of the property at the tax sale
can receive a deed to the property which has been sold for delinquent taxes. In addition, a municipality may
seek enforcement of unpaid Special Tax through foreclosure proceedings by seeking in court an adjudication
of the existence of a lien and a finding of a failure to pay Special Tax when due. Upon making such a
finding, a court having jurisdiction would enter a foreclosure decree authorizing the sale of the property
subject to the lien of the Special Tax. See"SECURITY AND SOURCE OF PAYMENT FOR THE BONDS
—Enforcement of Payment of Special Tax"herein.
Special Service Area Special Tax Rolls and Reports
The following description of the Special Service Area Special Tax Rolls and Reports prepared by
David Taussig & Associates, Inc., Newport Beach, California, Special Tax Consultant, is qualified in its
entirety by reference to the complete form of the Special Tax Rolls and Reports set forth in Appendix A
hereto. Capitalized terms used in this section,but not defined,shall have the meaning given to such terms in
the Special Tax Rolls and Reports.
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The Special Tax Rolls and Reports set forth the provisions for apportioning and levying the Special
Tax in the Area. The Special Tax has been levied in the Areas each Calendar Year from 2016 to 2034 to be
collected each Calendar Year from 2017 to 2035. The amount of Special Tax to be levied pursuant to the
Special Tax Rolls and Reports Rate has been calculated to provide an amount equal to at least 110% of the
annual debt service on the Bonds after deduction of the Administrative Expenses estimated at $ and
escalating annually at the rate of one and one half percent.
The Maximum Parcel Special Taxes levied by the City within the Areas in 2016 (for the 2015 tax
year)shall not exceed$2,566,299 and increases by 1.50%per year,provided,however,that in no event shall
the Maximum Parcel Special Taxes levied exceed $3,404,929 in 2034, the final year the Maximum Parcel
Special Taxes shall be levied. Subject, however, to the mandatory prepayment provisions set forth in the
Special Tax Reports,the Special Tax Bond Prepayment amount shall not exceed the principal amount of the
Bonds plus any Premium,Defeasance and Fees as such terms are defined in the Special Tax Reports,less the
Reserve Fund Credit, plus any delinquent Special Taxes on the Parcel for which the prepayment is being
made, including any applicable penalties and related costs. See "THE BONDS - Optional Prepayment of
Special Tax"and"-Mandatory Prepayment of Special Tax."
The following table sets forth certain information concerning the Special Tax, including the
aggregate Maximum Parcel Special Tax to be levied in 2014 through 2034 and the Total Maximum Parcel
Special Tax which has been levied pursuant to the Bond Ordinance:
2005-108 2005-109
Levy Single Single
Year Family Townhome Total Parcel Family Townhome Total Parcel Total
Dwelling Dwelling Special Dwelling Dwelling Condominium Special Special
Ending Unit Unit Taxes Unit Unit Dwelling Unit Taxes Taxes
2014 $2,219 $1,887 $1,022,414 $2,396 $1,942 $1,636 $1,505,992 $2,528,406
2015 2,252 1,915 1,037,610 2,432 1,971 1,661 1,528,689 $2,566,299
2016 2,286 1,944 1,053,288 2,468 2,001 1,686 1,551,666 $2,604,954
2017 2,320 1,973 1,068,966 2,505 2,031 1,711 1,574,850 $2,643,816
2018 2,355 2,003 1,085,126 2,543 2,061 1,737 1,598,526 $2,683,652
2019 2,390 2,033 1,101,286 2,581 2,092 1,763 1,622,482 $2,723,768
2020 2,426 2,063 1,117,786 2,620 2,123 1,789 1,646,645 $2,764,431
2021 2,462 2,094 1,134,428 2,659 2,155 1,816 1,671,373 $2,805,801
2022 2,499 2,125 1,151,410 2,699 2,187 1,843 1,696,308 $2,847,718
2023 2,536 2,157 1,168,534 2,739 2,220 1,871 1,721,808 $2,890,342
2024 2,574 2,189 1,185,998 2,780 2,253 1,899 1,747,515 $2,933,513
2025 2,613 2,222 1,203,944 2,822 2,287 1,927 1,773,709 $2,977,653
2026 2,652 2,255 1,221,890 2,864 2,321 1,956 1,800,188 $3,022,078
2027 2,692 2,289 1,240,318 2,907 2,356 1,985 1,827,154 $3,067,472
2028 2,732 2,323 1,258,746 2,951 2,391 2,015 1,854,612 $3,113,358
2029 2,773 2,358 1,277,656 2,995 2,427 2,045 1,882,350 $3,160,006
2030 2,815 2,393 1,296,906 3,040 2,463 2,076 1,910,580 $3,207,486
2031 2,857 2,429 1,316,298 3,086 2,500 2,107 1,939,297 $3,255,595
2032 2,900 2,465 1,336,030 3,132 2,538 2,139 1,968,579 $3,304,609
2033 2,944 2,502 1,356,244 3,179 2,576 2,171 1,998,068 $3,354,312
2034 2,988 2,540 1,376,600 3,227 2,615 2,204 2,028,329 $3,404,929
No.of
Units 340 142 207 280 285
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Administrative Services
David Taussig & Associates,Inc. (the"Administrator") will provide administrative services for the
Areas for the City pursuant to an Administrative Services Agreement. The Administrator prepared the
Special Tax Reports. Under the Administrative Services Agreement, the Administrator will (i) maintain a
Parcel database necessary to extend,bill and collect the Special Taxes, (ii) calculate the amount of Special
Tax to be abated for the Area,(iii)prepare an annual report for the Area, (iv) facilitate billing of the Special
Tax, (v)monitor tax receipts and collections, (vi)track Special Tax prepayment amounts, (vii) field taxpayer
inquiries,and(viii)calculate any rebate on the Bonds.
RISK FACTORS
Investment in the Bonds involves risks which may not be appropriate for certain investors. The
following is a discussion of certain risk factors which should be considered, in addition to other matters set
forth in this Official Statement, in evaluating the Bonds. This discussion does not purport to be
comprehensive or definitive. The occurrence of one or more of the events discussed herein could adversely
affect the ability or willingness of property owners in the Areas to pay their Special Tax when due. Such
failures to pay Special Tax could result in the inability of the Areas to make full and punctual payments of
debt service on the Bonds. In addition, the occurrence of one or more of the events discussed herein could
adversely affect the value of the property in the Areas.
Limited Source of Funds
The Bonds,together with the interest thereon,are limited obligations of the City,payable solely from
the Special Tax and the amounts on deposit in certain of the funds and accounts established and maintained
under the Trust Indenture, all as more fully set forth therein. The Bonds are not general obligations of the
City and do not constitute an indebtedness of the City within the meaning of any constitutional or statutory
limitation. No holder of the Bonds shall have the right to compel the exercise of any taxing power of the
City for payment of principal thereof or interest or premium, if any, thereon (other than the levy of the
Special Tax as provided in the Bond Ordinance and the Trust Indenture). See"SECURITY AND SOURCE
OF PAYMENT FOR THE BONDS-General"herein.
Information Not Verified
Information concerning the Areas and the proposed development has been obtained from the City
and other sources believed by the Underwriter to be reliable, but much of that information involves
predictions of future events, such as sales and ability of homeowners and other property owners to pay their
share of the Special Tax;such information is,by its nature,not subject to verification.
Local,State and Federal Land Use Regulations
There can be no assurance that land development operations within the Areas will not be adversely
affected by future government policies, including,but not limited to, governmental policies which directly or
indirectly restrict or control development. The Agreement for Public Improvements cannot limit the
application of state or federal laws and regulations which have preemptive effect on local land use
regulations. During the past several years, state and federal regulatory agencies have significantly expanded
their involvement in local land use matters through increased regulatory enforcement of various
environmental laws, including the Endangered Species Act, the Clean Water Act and the Clean Air Act,
among others. Such regulations can substantially impair the rate and amount of development without
requiring just compensation unless the effect of the regulation is to deny all economic use of the affected
property. Bondowners should assume that any event that significantly impairs the ability to develop land in
the Areas could cause the land values within the Areas to decrease substantially and could affect the
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CHO 1 DOCS\327405.5
willingness and ability of the owners of land to pay the Special Tax when due or to proceed with
development of land in the Area. See"RISK FACTORS-Failure to Develop Properties"herein.
Overlapping Indebtedness
The Special Tax and any penalties assessed for failure to pay such taxes will constitute a lien against
the parcels of land on which they will be levied until such taxes are paid. Such lien will be on a parity with
all special taxes and special assessments which may be levied by other agencies and is co-equal to and
independent of the lien for general ad valorem real property taxes regardless of when they are imposed upon
the same property. The City,however,has no control over the ability of other entities and districts to issue
indebtedness secured by special taxes or assessments payable from all or a portion of the property within the
Areas.
The ability of an owner of land within the Areas to pay the Special Tax could be adversely affected if
additional debt is issued or additional taxes or assessments are levied, which are payable by the owners of
land within the Areas. The imposition of additional liens, whether public or private, may reduce the ability
or willingness of the homeowners to pay the Special Tax and increase the possibility that foreclosure
proceeds will not be adequate to pay any delinquent Special Tax. The Bonds are not in any way secured by
the first mortgage lien. The Bonds are secured by the Special Tax,which has priority over a first mortgage
lien.
Tax Delinquencies
In order to pay debt service on the Bonds, it is necessary that the Special Tax within the Areas be
paid in a timely manner. Under provisions of the Special Service Area Act, the Special Tax, from which
funds necessary for the payment of principal of,and interest on,the Bonds are derived,are customarily billed
to the property owners within the Areas on the regular general ad valorem property tax bills sent to owners of
such properties or on a special tax bill delivered at the same time as the regular ad valorem property tax bills.
Such Special Tax installments are due and payable,and bear the same penalties and interest for nonpayment,
as do general ad valorem property tax installments. The unwillingness or inability of a property owner to pay
ad valorem property tax bills as evidenced by general ad valorem tax delinquencies may also indicate an
unwillingness or inability to make general ad valorem tax payments and Special Tax installment payments in
the future. If property owners fail to pay the Special Tax when due, there could be significant special tax
delinquencies. See"RISK FACTORS-Concentration of Ownership."
Also,the Kendall County Collector may not be willing to bill the property owners in the Areas the
Special Tax on their regular ad valorem property tax bills or if the Kendall County Collector is willing to bill
the property owners in the Areas the Special Tax on their regular ad valorem property bills today, the
Kendall County Collector may not be willing to do so in the future. In that event, the responsibility to bill
and collect Special Tax would become the City's responsibility under the Special Tax Reports. However,the
City has limited its obligation to pay for the costs of billing and collecting to amounts on deposit in the
Administrative Expense Fund.
See"SECURITY AND SOURCE OF PAYMENT FOR THE BONDS—Enforcement of Payment of
Special Tax" for a discussion of the provisions which apply, and procedures which the City is obligated to
follow under the Trust Indenture, in the event of delinquencies in the payment of Special Tax. See "RISK
FACTORS - Potential Delay and Limitation in Foreclosure Proceedings" and "Bankruptcy" below, for a
discussion of limitations on the City's ability to foreclose the lien of delinquent unpaid Special Tax in certain
circumstances.
Potential Delay and Limitations in Foreclosure Proceedings
The payment of Special Tax and the ability of the City to foreclose the lien of a delinquent unpaid
Special Tax may be limited by bankruptcy,insolvency and other laws generally affecting creditors' rights or
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CHO1 DOCS\327405.5
by the laws of the State relating to judicial foreclosure. See "RISK FACTORS - Bankruptcy."In addition,
the prosecution of a foreclosure could be delayed due to many reasons, including crowded local court
calendars or lengthy procedural delays.
The ability of the City to foreclose the lien of a delinquent unpaid Special Tax payment may be
limited with regard to properties in which the Federal Deposit Insurance Corporation ("FDIC") or any
successor to the FDIC may acquire an interest. The FDIC currently does not have an interest in the land
within the Areas. However, if a lender takes a security interest in property in the Areas and becomes
insolvent, such a lender could fall under the jurisdiction of the FDIC. The FDIC could assert federal
preemptive power to challenge any prior taxes, special taxes and assessments where it is in its interest to do
so,including the requirement that local agencies obtain the consent of the FDIC in order to foreclose the lien
of delinquent unpaid special taxes.
If the City is required to obtain the consent of the FDIC to foreclose on property located in the Areas,
such consent could be denied and the City might be unable to pursue foreclosure proceedings. Additionally,
obtaining such consent could delay the foreclosure proceedings. Any delay in foreclosure proceedings or the
inability of the City to foreclose on property in the Areas in which the FDIC has an interest could result in a
delay or default in payment of the Bonds.
In addition, potential investors should be aware that judicial foreclosure proceedings are not
summary remedies and can be subject to significant procedural and other delays caused by crowded court
calendars and other factors beyond the control of the Areas or the City. In addition,the Illinois Constitution
prescribes certain minimum redemption periods, which may be as long as three years, in the event of
foreclosure. See "SECURITY AND SOURCE OF PAYMENT FOR THE BONDS — Enforcement of
Payment of Special Tax." Under current conditions, it is estimated that a judicial foreclosure of the lien of
the Special Tax could take several years from initiation of litigation to the lien foreclosure sale.
Delays and uncertainties in the Special Tax lien foreclosure process create significant risks for
Bondowners. High rates of Special Tax payment delinquencies, which continue during the pendency of
protracted Special Tax lien foreclosure proceedings, could result in the rapid, total depletion of the Reserve
Fund prior to replenishment from the resale of Parcels in the Areas upon foreclosure. In that event, there
could be a default in payments of the principal of, and interest on, the Bonds. See "RISK FACTORS -
Concentration of Ownership"above.
Bankruptcy
The various legal opinions to be delivered concurrently with the delivery of the Bonds (including
Bond Counsel's approving legal opinion) will be qualified, as to the enforceability of the various legal
instruments,by moratorium,bankruptcy, reorganization,insolvency or other similar laws affecting the rights
of creditors generally.
Although a bankruptcy proceeding would not cause the Special Tax to become extinguished, the
amount and priority of any Special Tax lien could be modified if the value of the property falls below the
value of the lien. If the value of the property is less than the lien, such excess amount could be treated as an
unsecured claim by a bankruptcy court having jurisdiction. In addition, bankruptcy of a property owner
could result in a delay in commencement and completion of foreclosure proceedings. The filing of
bankruptcy proceedings stays all legal proceedings of a debtor including any tax sale during the pendency of
such proceedings. Such stay would increase the likelihood of a delay or default in payment of the principal
of,and interest on,the Bonds and the possibility of delinquent tax Special Tax installments not being paid in
full.
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CHOIDOCS\327405.5
Maximum Special Taxes
Pursuant to the Bond Ordinance, the City has levied the Special Tax in the maximum amounts
permitted by the Special Tax Reports. However,there is no assurance that the maximum amounts will at all
times be sufficient to pay the amounts required to be paid by the Trust Indenture. See"SECURITY AND
SOURCE OF PAYMENT FOR THE BONDS - Tax Revenues" and "THE SPECIAL SERVICE AREA
AND SPECIAL TAX—Special Service Area Special Tax Rolls and Reports."
Disclosure to Future Purchasers
The City has recorded the Establishing Ordinances for the property included in the Areas in the
Office of the Recorder of Deeds of Kendall County on or prior to the Date of Delivery and has recorded the
Declarations of Consent in the Office of the Recorder of Deeds of Kendall County on or prior to the Date of
Delivery. ,While title companies normally refer to such notices in title reports,there can be no guarantee that
such reference will be made or, if made, that a prospective purchaser or lender will consider such Special
Tax obligation in the purchase of single family homes,condominiums or townhomes or the lending of money
thereon. Failure to disclose the existence of the Special Tax may affect the willingness and ability of future
owners of land within the Areas to pay the Special Tax when due.
Limited Secondary Market
There can be no guarantee that there will be a secondary market for the Bonds or, if a secondary
market exists,that such Bonds can be sold for any particular price. Occasionally,because of general market
conditions, lack of current information, or because of adverse history or economic prospects connected with
a particular issue, secondary marketing practices in connection with a particular issue are suspended or
terminated. In addition, prices of issues for which a market is being made will depend on then prevailing
circumstances. Such prices could be substantially different from the original purchase price.
Secondary Market and Prices
The Underwriter presently does not intend to engage in secondary markeftrading of the Bonds. The
Underwriter is not obligated to engage in secondary trading or to repurchase any of the Bonds at the request
of the Owners thereof. No assurance can be given that a secondary market for any of the Bonds will be
available and no assurance can be given that the initial offering prices for the Bonds will continue for any
period of time.
Loss of Tax Exemption
Interest on the Bonds could become includible in gross income for federal income tax purposes
retroactive to the date of issuance of the Bonds as a result of a failure of the City to comply with certain
provisions of the Code. Should such an event of taxability occur, the Bonds are not subject to early
redemption and will remain outstanding to maturity or until redeemed under the optional redemption or
mandatory redemption provisions of the Trust Indenture.
Risk of Legislative and Judicial Changes
Future legislation,regulations, governmental or judicial interpretation of regulations or legislation or
practices and procedures related to property tax assessment, levy, collections or distribution could have a
material effect on the calculation or availability of the Special Tax. There is no assurance that legislation
will not be considered or enacted in the future, and unless provision is made in such legislation for special
service areas generally in Illinois,the generation of the Special Tax could be materially adversely affected.
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CHO1 DOCS\327405.5
UNDERWRITING
The Underwriter,William Blair&Company,L.L.C.,has agreed to purchase the Bonds from the City
for reoffering, subject to certain conditions, at an aggregate purchase price of$ , which price
reflects principal amount of the Bonds of$ , plus net original issue premium of$ ,
and less Underwriter's discount of$ . Under the bond purchase agreement between the City and the
Underwriter(the "Bond Purchase Agreement"), the Underwriter is obligated to purchase all of the Bonds if
any are purchased. The obligation of the Underwriter to make such a purchase is subject to certain
conditions set forth in the Bond Purchase Agreement. The Underwriter may change the prices and other
terms with respect to the offer and sale of the Bonds from time to time after the Bonds are released for sale,
and the Bonds may be offered and sold at prices other than the initial offering price set forth on the cover
page of this Official Statement,including sales to dealers.
LEGAL OPINIONS
Legal matters incident to the authorization, issuance and sale of the Bonds are subject to the
approving legal opinion of Foley & Lardner LLP, Chicago, Illinois, Bond Counsel. The proposed form of
the opinion of Bond Counsel is included herein as Appendix F. Certain legal matters will be passed upon for
the Underwriter by its counsel, Bryan Cave LLP,Chicago,Illinois;and for the City,by its counsel,Kathleen
Field Orr&Associates, Chicago,Illinois.
TAX EXEMPTION
Summary of Bond Counsel's Opinion
Foley&Lardner LLP,Bond Counsel,is of the opinion that under existing law,interest on the Bonds
is not includable in the gross income of the owners thereof for Federal income tax purposes. If there is
continuing compliance with the applicable requirements of the Code, Bond Counsel is of the opinion that
interest on the Bonds will continue to be excluded from the gross income of the owners thereof for Federal
income tax purposes. Bond Counsel is further of the opinion that the Bonds are not"private activity bonds"
within the meaning of Section 141(a) of the Code. Accordingly, interest on the Bonds is not an item of tax
preference for purposes of computing individual or corporate alternative minimum taxable income. However,
interest on the Bonds is includable in corporate earnings and profits and therefore must be taken into account
when computing corporate alternative minimum taxable income for purposes of the corporate alternative
minimum tax.Interest on the Bonds is not exempt from Illinois income taxes.
The Code contains certain requirements that must be satisfied from and after the date of issuance of
the Bonds in order to preserve the exclusion from gross income for Federal income tax purposes of interest
on the Bonds.These requirements relate to the use and investment of the proceeds of the Bonds,the payment
of certain amounts to the United States, the security and source of payment of the Bonds and the use of the
property financed with the proceeds of the Bonds. The City has covenanted in the Indenture to comply with
these requirements.
Exclusion from Gross Income: Requirements
The Code sets forth certain requirements that must be satisfied on a continuing basis in order to
preserve the exclusion from gross income for Federal income tax purposes of interest on the Bonds. Among
these requirements are the following:
Limitations on Private Use. The Code includes limitations on the amount of proceeds that may be
used in the trade or business of,or used to make or finance loans to,persons other than governmental units.
Investment Restrictions. Except during certain "temporary periods," proceeds of the Bonds and
investment earnings thereon(other than amounts held in a reasonably required reserve or replacement fund,
34
CHO1 DOCS\327405.5
if any, or as part of a"minor portion") may generally not be invested in investments having a yield that is
"materially higher"(1/8 of one percent)than the yield on the Bonds.
Rebate of Arbitrage Profit. Unless the City qualifies for one of several exemptions, earnings from
the investment of the"gross proceeds" of the Bonds in excess of the earnings that would have been realized
if such investments had been made at a yield equal to the yield on the Bonds are required to be paid to the
United States at periodic intervals. For this purpose,the term"gross proceeds"includes the original proceeds
of the Bonds, amounts received as a result of investing such proceeds and amounts to be used to pay debt
service on the Bonds.
Covenants to Comply
The City has covenanted in the Indenture to comply with the requirements of the Code relating to the
exclusion from gross income for Federal income tax purposes of interest on the Bonds.
Risks of Non-Compliance
In the event that the City fails to comply with the requirements of the Code, interest on the Bonds
may become includable in the gross income of the owners thereof for Federal income tax purposes
retroactive to the date of issue. In such event, the Indenture requires neither acceleration of payment of
principal of,or interest on,the Bonds nor payment of any additional interest or penalties to the owners of the
Bonds.
Bonds Purchased at a Premium or a Discount
The difference(if any)between the initial price at which a substantial amount of the Bonds is sold to
the public(the"Offering Price")and the principal amount payable at maturity of such Bonds is given special
treatment for Federal income tax purposes. If the Offering Price is higher than the maturity value of a Bond,
the difference between the two is known as"bond premium"if the Offering Price is lower than the maturity
value of a Bond,the difference between the two is known as"original issue discount."
Bond premium and original issue discount are amortized over the term of a Bond on the basis of the
owner's yield from the date of purchase to the date of maturity, compounded at the end of each accrual
period of one year or less with straight line interpolation between compounding dates, as provided more
specifically in the Income Tax Regulations. The amount of bond premium accruing during each period is
treated as a reduction in the amount of tax-exempt interest earned during such period and is subtracted from
the owner's tax basis in the Bond. The amount of original issue discount accruing during each period is
treated as interest that is excludable from the gross income of the owner of such Bond for Federal income tax
purposes,to the same extent and with the same limitations as current interest,and is added to the owner's tax
basis in the Bond. A Bond's adjusted tax basis is used to determine whether, and to what extent, the owner
realizes taxable gain or loss upon disposition of the Bond (whether by reason of sale, acceleration,
redemption prior to maturity or payment at maturity of the Bond).
Owners of Bonds should consult their own tax advisors with respect to the state and local tax
consequences of owning the Bonds. It is possible that under the applicable provisions governing the
determination of state or local income taxes,accrued interest on the Bonds may be deemed to be received in
the year of accrual even though there will not be a corresponding cash payment until a later year.
Federal Income Tax Consequences
Pursuant to Section 103 of the Code, interest on the Bonds is not includable in the gross income of
the owners thereof for Federal income tax purposes. However, the Code contains a number of other
provisions relating to the treatment of interest on the Bonds which may affect the taxation of certain types of
owners,depending on their particular tax situations. Prospective purchasers should consult their tax advisors
concerning the particular Federal income tax consequences of their ownership of the Bonds.
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CHO1 DOCS\327405.5
Interest on the Bonds is not exempt from present State of Illinois income taxes.
CONTINUING DISCLOSURE
The City will enter into a Continuing Disclosure Agreement(the"Undertaking")with Amalgamated
Bank of Chicago, as dissemination agent (the "Dissemination Agent") for the benefit of the beneficial
owners of the Bonds to send certain information annually and to provide notice of certain events to the
MSRB pursuant to the requirements of Section (b)(5) of Rule 15c2-12 (the "Rule") adopted by the SEC
under the 1934 Act.The information to be provided on an annual basis,the events which will be noticed on
an occurrence basis and a summary of other terms of the Undertaking, including termination, amendment
and remedies, are set forth below under "THE UNDERTAKING." The Undertaking is set forth on
"APPENDIX E–Continuing Disclosure Agreement".
The City failed to file its audited financial statements for the 2010 fiscal year within the time period
specified in prior continuing disclosure undertakings. As of April 23, 2013, the City had filed such audited
financial statements. The City has established procedures to ensure that such audited financial statements
will be filed in a timely manner in the future. A material event disclosure pertaining to bond and certificate
insurance rating change required in prior undertakings was not submitted within the time frame required in
the prior undertakings. On April 5, 2013, this material event disclosure was filed with the MSRB through
EMMA. In the past five years there have been numerous rating actions reported by Moody's Investors
Service, Standard & Poor's Rating Corporation and Fitch Ratings affecting the municipal bond insurance
companies,some of which had insured bonds previously issued by the City. Due to widespread knowledge of
these rating actions,material event notices were not filed by the City.The City failed to file audited financial
statements and annual financial information and operating data for fiscal year 2012 (the "2012 Filings")
under its general obligation CUSIP number 987355 within the time period specified in prior continuing
disclosure undertakings; the 2012 Filings were made within the time period specified in prior continuing
disclosure undertakings under CUSIP number 987354. On July 22, 2014, this disclosure was filed with the
MSRB through EMMA and the 2012 Filings were transferred to CUSIP number 987355.
A failure by the City to comply with the Undertaking will not constitute a default under the
Indenture,and beneficial owners of the Bonds are limited to the remedies described in the Undertaking. See
"THE UNDERTAKING—Consequences of Failure of the City to Provide Information." A failure by the
City to comply with the Undertaking must be reported in accordance with the Rule and must be considered
by any broker,dealer or municipal securities dealer before recommending the purchase or sale of the Bonds
in the secondary market. Consequently, such a failure may adversely affect the transferability and liquidity
of the Bonds and their market price.
Bond Counsel expresses no opinion as to whether the Undertaking complies with the requirements
of Section(b)(5)of the Rule.
THE UNDERTAKING
The following is a brief summary of certain provisions of the Undertaking of the City and does not
purport to be complete.The statements made under this caption are subject to the detailed provisions of the
Undertaking,a copy of which is attached hereto as"APPENDIX E–Continuing Disclosure Agreement."
Annual Financial Information Disclosure
The City covenants that it will, or cause the Dissemination Agent to, disseminate its Annual
Financial Information and its Audited Financial Statements, if any (as described below) to the MSRB
through EMMA in such manner and format and accompanied by identifying information as is prescribed by
the MSRB or the SEC at the time of delivery of such information. The City is required to deliver such
36
CHOI DOCS\327405.5
information not more than 210 days after the last day of the City's fiscal year, which is April 30 of each
calendar year;provided that if Audited Financial Statements are not available by such time,then unaudited
financial statements shall be filed by such time and Audited Financial Statements shall be filed when
available.
"Annual Financial Information" means statements and tables in this Official Statement
contained under the captions"SECURITY AND SOURCES OF PAYMENT FOR THE BONDS—
Value to Lien Ratio" "- Representative Property Taxes and "- Historical Special Tax Collections
and Delinquencies."
"Audited Financial Statements"means the general purpose financial statements of the City
prepared in accordance with generally accepted auditing standards and "Government Auditing
Standards"issued by the Comptroller of the United States.
Reportable Events Disclosure
The City covenants that it will,or cause the Dissemination Agent to,disseminate in a timely manner
to the MSRB the disclosure of the occurrence of an Event(as described below)with respect to the Bonds in
such manner and format and accompanied by identifying information as is prescribed by the MSRB or the
SEC at the time of delivery of such information.The "Events"are:
• Principal and interest payment delinquencies
• Non-payment related defaults
• Unscheduled draws on debt service reserves reflecting financial difficulties
• Unscheduled draws on credit enhancements reflecting financial difficulties
• Substitution of credit or liquidity providers,or their failure to perform
• Adverse tax opinions or events affecting the tax-exempt status of the security
• Modifications to the rights of Bondholders,if material
• Bond calls,if material,and tender offers
• Defeasances
• Release,substitution or sale of property securing repayment of the Bonds,if material
• Rating changes
• Bankruptcy,insolvency,receivership or similar event of the City*
• The consummation of a merger, consolidation, or acquisition involving the City or the sale of all or
substantially all of the assets of the City,other than in the ordinary course of business,the entry into
a definitive agreement to undertake such an action or the termination of a definitive agreement
relating to any such actions,other than pursuant to its terms,if material
• Appointment of a successor or additional trustee or the change of name of a trustee,if material
Whenever the City obtains knowledge of the occurrence of an Event, whether because of
notice from the Dissemination Agent or otherwise,the City shall determine as soon as possible(but in no
event in excess of ten (10)business days after the occurrence of the Event giving rise to the Reportable
Event) if such Event is a"Reportable Event"which is required to be reported to the MSRB pursuant to
the Rule. If the City determines that an Event is a Reportable Event required to be reported to the MSRB
This event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or
similar officer for the City in a proceeding under the U.S.Bankruptcy Code or in any other proceeding under state or
federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or
business of the City,or if such jurisdiction has been assumed by leaving the existing governing body and officials or
officers in possession but subject to the supervision and orders of a court or governmental authority,or the entry of an
order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having
supervision or jurisdiction over substantially all of the assets or business of the City.
37
CHO1 DOCS\327405.5
pursuant to the Rule, the City shall promptly notify the Dissemination Agent in writing and instruct the
Dissemination Agent to report such Reportable Event, in which event the Dissemination Agent shall file
a notice of such Reportable Event with the MSRB through EMMA. Such notice shall in no event be filed
later than ten(10)business days after the occurrence of the Event giving rise to the Reportable Event.
Consequence of Failure of the City To Provide Information
The City shall give, or cause the Dissemination Agent to give, notice in a timely manner to the
MSRB of any failure to provide disclosure of Annual Financial Information and Audited Financial
Statements when the same are due under the Undertaking.
In the event of a failure of the City to comply with any provision of the Undertaking,the beneficial
owner of any Bond may seek mandamus or specific performance by court order to cause the City to comply
with its obligations under the Undertaking. A default under the Undertaking shall not be deemed a default
under the Bond Ordinance, and the sole remedy under the Undertaking in the event of any failure of the
City to comply with the Undertaking shall be an action to compel performance.
Amendment,Waiver
Notwithstanding any other provision of the Undertaking, the City by resolution or ordinance
authorizing such amendment or waiver,may amend the Undertaking,and any provision of the Undertaking
may be waived,if:
(a)(i)The amendment or the waiver is made in connection with a change in circumstances
that arises from a change in legal requirements,including,without limitation,pursuant to a
"no-action"letter issued by the SEC,a change in law,or a change in the identity,nature,or
status of the City,or type of business conducted;or
(ii)The Undertaking, as amended, or the provision, as waived, would have complied with
the requirements of the Rule at the time of the primary offering, after taking into account
any amendments or interpretations of the Rule,as well as any change in circumstances;and
(b)The amendment or waiver does not materially impair the interests of the beneficial
owners of the Bonds, as determined by parties unaffiliated with the City (such as Bond
Counsel).
In the event that the SEC or the MSRB or other regulatory authority approves or requires Annual
Financial Information or notices of a Reportable Event to be filed with a central post office, governmental
agency or similar entity other than the MSRB or in lieu of the MSRB,the City shall,if required,make such
dissemination to such central post office, governmental agency or similar entity without the necessity of
amending the Undertaking.
Termination of Undertaking
The Undertaking,and the obligations of the Dissemination Agent thereunder,shall be terminated if
the City shall no longer have any legal liability for any obligation on or relating to repayment of the Bonds
under the Bond Ordinance and the Indenture. The City shall, or cause the Dissemination Agent to, give
notice to the MSRB through EMMA in a timely manner if this paragraph is applicable.
38
CHO l DOCS\327405.5
Additional Information
Nothing in the Undertaking shall be deemed to prevent the City from disseminating any other
information, using the means of dissemination set forth in the Undertaking or any other means of
communication, or including any other information in any Annual Financial Information or Audited
Financial Statements or notice of occurrence of a Reportable Event,in addition to that which is required by
the Undertaking. If the City chooses to include any information from any document or notice of occurrence
of a material Event in addition to that which is specifically required by the Undertaking,the City shall have
no obligation under the Undertaking to update such information or include it in any future disclosure or
notice of occurrence of a Reportable Event.
Information to Be Provided to Dissemination Agent[and 1
The City shall provide the following to the Dissemination Agent (collectively, the "Cj!y
Information"):
• The City shall annually, within 210 days after the close of each fiscal year, file with the
Dissemination Agent[ and the Bond Insurer], and otherwise as provided by law the annual audited
financial statements of the City. The City shall also file with the Dissemination Agent[ and the
Bond Insurer] within ten (10) days of receipt thereof a copy of the annual report prepared by the
Consultant showing the Special Taxes received, all disbursements from the Funds and Accounts
administered by the Indenture, including the balances in all Funds and Accounts relating to the
Bonds and the Special Services as of the end of such fiscal year, the collection of taxes,
delinquencies,tax sales and foreclosures.
• The City shall file with the Dissemination Agent[ and the Bond Insurer] (a) forthwith upon
becoming aware of any Event of Default or other event which, with the lapse of time specified in
the Indenture, would become an Event of Default, a Written Certificate of the City specifying such
Event of Default or other event; and(b)within 210 days after the end of each fiscal year, a written
certificate of the City stating that,to the best of knowledge and belief of the authorized officer of the
City executing such written certificate,the City has kept,observed,performed and fulfilled each and
every one of its covenants and obligations contained in the Indenture and there does not exist at the
date of such certificate any default by the City under the Indenture or any Event of Default or other
event which, with the lapse of time, would become an Event of Default, or, if any such Event of
Default or other event shall so exist,specifying the same and the nature and status thereof.
The City shall provide the Dissemination Agent with a written notice instructing the Dissemination
Agent to report such City Information to the MSRB, in which event the Dissemination Agent shall file a
notice of such City Information with the MSRB through EMMA.
Dissemination of Information,Dissemination Agent
When filings are required to be made with the MSRB in accordance with the Undertaking, such
filings are required to be made through EMMA for municipal securities disclosure or through any other
electronic format or system prescribed by the MSRB for purposes of the Rule.
The City may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying
out its obligations under the Undertaking, and may discharge any such Agent,with or without appointing a
successor Dissemination Agent. The City has appointed Amalgamated Bank of Chicago to serve as the
Dissemination Agent.
39
CHO1 DOCS\327405.5
Duties,Immunities and Liabilities of Dissemination Agent.
The Dissemination Agent shall have only such duties as are specifically set forth in the
Undertaking,and the City,to the extent permitted by law, agrees to indemnify and save the Dissemination
Agent,its officers,directors,employees and agents,harmless against any loss,expense and liabilities which
it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including
the costs and expenses(including reasonable attorneys' fees)of defending against any claim of liability,but
excluding liabilities due to the Dissemination Agent's negligence or willful misconduct. The obligations of
the City under this paragraph survive the resignation or removal of the Dissemination Agent and the
payment of the Bonds.
Prospective purchasers of the Bonds and purchasers of the Bonds in the secondary market can obtain
the continuing disclosure information described herein from the Underwriter.
NO LITIGATION
At the time of delivery of and payment for the Bonds, the City will certify that there is no action,
suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency,
public board or body,pending with respect to which the City has been served with process or is otherwise
aware, or, to the knowledge of the officer of the City executing such certificate, threatened against the City
affecting the existence of the City,the Areas or the titles of its officers to their respective offices or seeking
to restrain or to enjoin the sale or delivery of the Bonds,the application of the proceeds thereof in accordance
with the Bond Ordinance and/or the Trust Indenture,or the collection or application of the Special Tax,or in
any way contesting or affecting the validity or enforceability of the Bonds, the Bond Ordinance, the Trust
Indenture, the Agreement for Public Improvements, the Annexation Agreement or any action of the City
contemplated by any of the said documents,or the collection or application of the Special Tax,or in any way
contesting the completeness or accuracy of the Bond Ordinance, the Trust Indenture or any amendments or
supplements hereto, or contesting the powers of the City contemplated by any of said documents,nor,to the
knowledge of the officer of the City executing such certificate,is there any basis therefor.
[BOND RATING
Standard& Poor's Credit Market Services has assigned its municipal bond rating of to the
Bonds based upon the issuance of the Municipal Bond Insurance Policy by [ I at the time of delivery of
the Bonds. No application was made to any other rating agency for the purpose of obtaining an additional
rating on the Bonds. A rating reflects only the views of such organization and any desired explanation of the
significance of such rating should be obtained from the rating agency furnishing the same.Generally,a rating
agency bases its rating on the information and material furnished to it and on investigations, studies and
assumptions of its own. There is no assurance such rating will not be revised downward or withdrawn
entirely by the rating agency, if in the judgment of such rating agency,circumstances so warrant. Any such
downward revision or withdrawal of such rating may have an adverse effect on the market price of the
Bonds.
Except as may be required of the City by the Undertaking described under the heading
"CONTINUING DISCLOSURE,"neither the City nor the Underwriter undertake responsibility to bring to
the attention of the owners of the Bonds any proposed change in or withdrawal of the rating or to oppose any
such revision or withdrawal.]
MISCELLANEOUS
The references, excerpts, and summaries of documents and statutes contained in this Official
Statement do not purport to be complete statements of the provisions of such documents and statutes, and
reference is made to all such documents and statutes for full and complete statements of their terms and
provisions.
40
CHOI DOCS\327405.5
The estimates,assumptions,statistical and financial information, and all other information contained
in this Official Statement have been compiled from official and other sources believed to be reliable;
however, none of such estimates, assumptions, or information is guaranteed by the City, the Consultant, or
the Underwriter as to completeness or accuracy.
Any statement made in this Official Statement involving matters of opinion or of estimates,whether
or not so expressly stated, is set forth as such and not as a representation of fact; no representation is made
that any of the estimates contained herein will be realized. The information and expressions of opinion
contained herein are subject to change without notice,and neither the delivery of this Official Statement nor
any offer or sale made hereunder shall, under any circumstances, create any implication that there has been
no change in the affairs of the City or the Areas since the date hereof.
41
CHO1 DOCS\327405.5
AUTHORIZATION
The City has authorized the execution and distribution of this Official Statement.
THE UNITED CITY OF YORKVILLE,
KENDALL COUNTY,ILLINOIS
By: /s/
Its: Mayor
42
CHO1 DOCS\327405.5
APPENDIX A
Special Tax Rolls and Reports
CHO1 DOCS\327405.5
APPENDIX B
Trust Indenture
CHOI DOCS1327405.5
APPENDIX C
Specimen Municipal Bond Insurance Policy
CHO1 DOCS1327405.5
APPENDIX D
Bond Opinion
CH01 DOCS\327405.5
APPENDIX E
Continuing Disclosure Agreement
CHOI DOCS\327405.5
BC DRAFT
1/13/16
EXHIBIT E
CONTINUING DISCLOSURE UNDERTAKING
FOR THE PURPOSE OF PROVIDING
CONTINUING DISCLOSURE INFORMATION
UNDER SECTION(b)(5)OF RULE 15C2-12
This Continuing Disclosure Undertaking (the "Agreement") is executed and delivered by
the United City of Yorkville, Kendall County, Illinois (the "City"), in connection with the
issuance of (i) $[_1 Special Service Areas 2005-108 and 2005-109 Special Tax Refunding
Bonds, Series 2016 (the"Bonds"). The Bonds are being issued pursuant to an ordinance adopted
on the day of ,by the City Council of the City (as supplemented by a Bond
Order, the "Ordinance") and a Trust Indenture dated as of February 1, 2016 (the "Indenture")
between the City and ,as trustee.
In consideration of the issuance of the Bonds by the City and the purchase of such Bonds
by the beneficial owners thereof,the City covenants and agrees as follows:
1. PURPOSE OF Txis AGREEMENT. This Agreement is executed and delivered by the
City as of the date set forth below, for the benefit of the beneficial owners of the Bonds and in
order to assist the Participating Underwriters in complying with the requirements of the Rule (as
defined below). The City represents that it will be the only obligated person with respect to the
Bonds at the time the Bonds are delivered to the Participating Underwriter and that no other
person is expected to become so committed at any time after issuance of the Bonds.
2. DEFINITION. The terms set forth below shall have the following meanings in this
Agreement,unless the context clearly otherwise requires.
Annual Financial Information means the financial information and operating data
described in Exhibit I.
Annual Financial Information Disclosure means the dissemination of disclosure
concerning Annual Financial Information and the dissemination of the Audited Financial
Statements as set forth in Section 4.
Audited Financial Statements means the audited financial statements of the City prepared
pursuant to the standards and as described in Exhibit I.
Commission means the Securities and Exchange Commission.
Dissemination Agent means any agent designated as such in writing by the City and
which has filed with the City a written acceptance of such designation, and such agent's
successors and assigns.
EMMA means the MSRB through its Electronic Municipal Market Access system for
municipal securities disclosure or through any other electronic format or system prescribed by
the MSRB for purposes of the Rule.
Exchange Act means the Securities Exchange Act of 1934, as amended.
331055.1
MSRB means the Municipal Securities Rulemaking Board.
Official Statement or Final Official Statement means the final Official Statement, dated
,2016 relating to the Bonds.
Participating Underwriter means each broker, dealer or municipal securities dealer
acting as an underwriter in the primary offering of the Bonds.
Reportable Event means the occurrence of any of the events with respect to the Bonds set
forth in Exhibit II.
Reportable Events Disclosure means dissemination of a notice of a Reportable Event as
set forth in Section 5.
Rule means Rule 15c2-12 adopted by the Commission under the Exchange Act, as the
same may be amended from time to time.
Undertaking means the obligations of the City pursuant to Sections 4 and 5.
3. CUSIP NUMBER/FINAL OFFICIAL STATEMENT. The CUSIP Numbers of the Bonds
are as set forth in Exhibit 11 and in the Final Official Statement relating to the Bonds. The City
will include the CUSIP Numbers in all disclosure described in Sections 4 and 5 of this
Agreement.
4. ANNUAL FINANCIAL INFORMATION DISCLOSURE. Subject to Section 8 of this
Agreement, the City hereby covenants that it will disseminate its Annual Financial Information
and its Audited Financial Statements (in the form and by the dates set forth in Exhibit I) to
EMMA in such manner and format and accompanied by identifying information as is prescribed
by the MSRB or the Commission at the time of delivery of such information and by such time so
that such entities receive the information by the dates specified. MSRB Rule G-32 requires all
EMMA filings to be in word-searchable PDF format. This requirement extends to all documents
to be filed with EMMA,including financial statements and other externally prepared reports.
If any part of the Annual Financial Information can no longer be generated because the
operations to which it is related have been materially changed or discontinued, the City will
disseminate a statement to such effect as part of its Annual Financial Information for the year in
which such event first occurs.
If any amendment or waiver is made to this Agreement,the Annual Financial Information
for the year in which such amendment or waiver is made (or in any notice or supplement
provided to EMMA) shall contain a narrative description of the reasons for such amendment or
waiver and its impact on the type of information being provided.
5. REPORTABLE EVENTS DISCLOSURE. Subject to Section 8 of this Agreement, the
City hereby covenants that it will disseminate in a timely manner (not in excess of 10 Business
Days after the occurrence of the Reportable Event) Reportable Events Disclosure to EMMA in
such manner and format and accompanied by identifying information as is prescribed by the
MSRB or the Commission at the time of delivery of such information. MSRB Rule G-32
2
331055.1
requires all EMMA filings to be in word-searchable PDF format. This requirement extends to all
documents to be filed with EMMA, including financial statements and other externally prepared
reports. Notwithstanding the foregoing, notice of optional or unscheduled redemption of any
Bonds or defeasance of any Bonds need not be given under this Agreement any earlier than the
notice (if any) of such redemption or defeasance is given to the Bondholders pursuant to the
Ordinance.
6. CONSEQUENCES OF FAILURE OF THE CITY TO PROVIDE INFORMATION. The City
shall give notice in a timely manner to EMMA of any failure to provide Annual Financial
Information Disclosure when the same is due hereunder.
In the event of a failure of the City to comply with any provision of this Agreement, the
beneficial owner of any Bond may seek mandamus or specific performance by court order, to
cause the City to comply with its obligations under this Agreement. A default under this
Agreement shall not be deemed a default under the Ordinance or the Indenture, and the sole
remedy under this Agreement in the event of any failure of the City to comply with this
Agreement shall be an action to compel performance.
7. AMENDMENTS;WAIVER. Notwithstanding any other provision of this Agreement,
the City by resolution or ordinance authorizing such amendment or waiver, may amend this
Agreement,and any provision of this Agreement may be waived, if:
(a) (i) The amendment or waiver is made in connection with a change in
circumstances that arises from a change in legal requirements, including without
limitation,pursuant to a"no-action" letter issued by the Commission, a change in law, or
a change in the identity,nature,or status of the City, or type of business conducted;or
(ii) This Agreement, as amended, or the provision, as waived, would
have complied with the requirements of the Rule at the time of the primary offering, after
taking into account any amendments or interpretations of the Rule, as well as any change
in circumstances; and
(b) The amendment or waiver does not materially impair the interests of the
beneficial owners of the Bonds, as determined either by parties unaffiliated with the City
(such as Bond Counsel)at the time of the amendment.
In the event that the Commission or the MSRB or other regulatory authority shall
approve or require Annual Financial Information Disclosure or Reportable Events Disclosure to
be made to a central post office, governmental agency or similar entity other than EMMA or in
lieu of EMMA, the City shall, if required, make such dissemination to such central post office,
governmental agency or similar entity without the necessity of amending this Agreement.
8. TERMINATION OF UNDERTAKING. The Undertaking of the City shall be terminated
hereunder if the City shall no longer have any legal liability for any obligation on or relating to
repayment of the Bonds (including defeasance of the Bonds) under the Ordinance and the
Indenture. The City shall give notice to EMMA in a timely manner if this Section is applicable.
3
331055.1
9. DISSEMINATION AGENT. The City may, from time to time, appoint or engage a
Dissemination Agent to assist it in carrying out its obligations under this Agreement, and may
discharge any such Dissemination Agent, with or without appointing a successor Dissemination
Agent. The City has initially appointed as Dissemination Agent.
10. ADDITIONAL INFORMATION. Nothing in this Agreement shall be deemed to
prevent the City from disseminating any other information, using the means of dissemination set
forth in this Agreement or any other means of communication, or including any other
information in any Annual Financial Information Disclosure or notice of occurrence of a
Reportable Event, in addition to that which is required by this Agreement. If the City chooses to
include any information from any document or notice of occurrence of a Reportable Event in
addition to that which is specifically required by this Agreement, the City shall have no
obligation under this Agreement to update such information or include it in any future disclosure
or notice of occurrence of a Reportable Event.
11. BENEFICIARIES. This Agreement has been executed in order to assist the
Participating Underwriter in complying with the Rule; however, this Agreement shall inure
solely to the benefit of the City,the Dissemination Agent, if any, and the beneficial owners of the
Bonds,and shall create no rights in any other person or entity.
12. RECORDKEEPING. The City shall maintain records of all Annual Financial
Information Disclosure and Reportable Events Disclosure, including the content of such
disclosure, the names of the entities with whom such disclosure was filed and the date of filing
such disclosure.
13. ASSIGNMENT. The City shall not transfer its obligations under the Ordinance
unless the transferee agrees to assume all obligations of the City under this Agreement or to
execute an Undertaking under the Rule.
14. GOVERNING LAW. This Agreement shall be governed by the laws of the State of
Illinois.
UNITED CITY OF YORKVILLE,KENDALL
COUNTY,ILLINOIS
By:
Its: Mayor
Date: February 2016
4
331055.1
EXHIBIT I
ANNUAL FINANCIAL INFORMATION AND TIMING AND AUDITED
FINANCIAL STATEMENTS
"Annual Financial Information" means information of the type contained in the
following headings, subheadings and exhibits of the Final Official Statement:
1. EXPECTED SPECIAL TAX AND DEBT SERVICE COVERAGE
2. SECURITY AND SOURCE OF PAYMENT OF THE BONDS—Historical
Special Tax Collections and Delinquencies
3. SECURITY AND SOURCE OF PAYMENT OF THE BONDS—Value-to-Lien
Ratio of Special Service Area Property
4. SECURITY AND SOURCE OF PAYMENT OF THE BONDS—Representative
Property Taxes
5. THE CITY—Socioeconomic Information
All or a portion of the Annual Financial Information and the Audited Financial
Statements as set forth below may be included by reference to other documents which have been
submitted to EMMA or filed with the Commission. If the information included by reference is
contained in a Final Official Statement, the Final Official Statement must be available on
ENEMA; the Final Official Statement need not be available from the Commission. The City shall
clearly identify each such item of information included by reference.
Annual Financial Information exclusive of Audited Financial Statements will be
submitted to EMMA by 240 days after the last day of the City's fiscal year. Audited Financial
Statements as described below should be filed at the same time as the Annual Financial
Information. If Audited Financial Statements are not available when the Annual Financial
Information is filed,unaudited financial statements shall be included.
Audited Financial Statements will be prepared in accordance with the accounting
principles described in the Official Statement. Audited Financial Statements will be submitted to
EMMA within 30 days after availability to the City.
The City shall also file with the Dissemination Agent and the Bond Insurer within ten
(10) days of receipt thereof a copy of the annual report prepared by the Consultant showing the
Special Taxes received, all disbursements from the Funds and Accounts administered by the
Trust Indenture, including the balances in all Funds and Accounts relating to the Bonds and the
Special Services as of the end of such fiscal year, the collection of taxes, delinquencies, tax sales
and foreclosures.
The City shall file with the Dissemination Agent and the Bond Insurer(a) forthwith upon
becoming aware of any Event of Default or other event which,with the lapse of time specified in
the Trust Indenture, would become an Event of Default, a Written Certificate of the City
specifying such Event of Default or other event; and (b) within 240 days after the end of each
fiscal year,a written certificate of the City stating that, to the best of knowledge and belief of the
331055.1
authorized officer of the City executing such written certificate, the City has kept, observed,
performed and fulfilled each and every one of its covenants and obligations contained in the
Trust Indenture and there does not exist at the date of such certificate any default by the City
under the Trust Indenture or any Event of Default or other event which, with the lapse of time,
would become an Event of Default, or, if any such Event of Default or other event shall so exist,
specifying the same and the nature and status thereof.
If any change is made to the Annual Financial Information as permitted by Section 4 of
this Agreement,the City will disseminate a notice of such change as required by Section 4.
2
331055.1
EXHIBIT II
EVENTS WITH RESPECT TO THE BONDS
FOR WHICH REPORTABLE EVENTS DISCLOSURE IS REQUIRED
1. Principal and interest payment delinquencies
2. Non-payment related defaults, if material
3. Unscheduled draws on debt service reserves reflecting financial difficulties
4. Unscheduled draws on credit enhancements reflecting financial difficulties
5. Substitution of credit or liquidity providers,or their failure to perform
6. Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final
determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other
material notices or determinations with respect to the tax status of the security, or other
Reportable Events affecting the tax status of the security
7. Modifications to the rights of security holders, if material
8. Bond calls, if material,and tender offers
9. Defeasances
10. Release, substitution or sale of property securing repayment of the securities,if material
11. Rating changes
12. Bankruptcy,insolvency,receivership or similar event of the City*
13. The consummation of a merger, consolidation, or acquisition involving the City or the
sale of all or substantially all of the assets of the City,other than in the ordinary course of
business, the entry into a definitive agreement to undertake such an action or the
termination of a definitive agreement relating to any such actions, other than pursuant to
its terms, if material
14. Appointment of a successor or additional trustee or the change of name of a trustee, if
material
* This event is considered to occur when any of the following occur: the appointment of a receiver,fiscal agent
or similar officer for the City in a proceeding under the U.S.Bankruptcy Code or in any other proceeding under
state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of
the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing
body and officials or officers in possession but subject to the supervision and orders of a court or governmental
authority,or the entry of an order confirming a plan of reorganization,arrangement or liquidation by a court or
governmental authority having supervision or jurisdiction over substantially all of the assets or business of the
City.
331055.1
EXHIBIT III
CUSIP NUMBERS
MATURITY
(MARCH 1) CUSIP NUMBER
331055.1
EXHIBIT F
AGREEMENT FOR ADMINISTRATIVE SERVICES
THIS AGREEMENT is made and entered into this day of '2016 by and between
the United City of Yorkville at 800 Game Farm Road,Yorkville,Illinois 60560,hereinafter called
"Yorkville" or "Client," and David Taussig &Associates, Inc., at 5000 Birch Street, Suite 6000,
Newport Beach, CA 92660, hereinafter called "Consultant." The Client and the Consultant in
consideration of the mutual promises-and conditions herein contained agree as follows.
ARTICLE I
TERM OF CONTRACT
Section 1.1 This agreement shall become effective on the date stated above and will
continue in effect until terminated as provided in Article 6 below.
ARTICLE II
SERVICES TO BE PERFORMED BY CONSULTANT
Section 2.1 Consultant agrees to perform the professional services for the Client and to
deliver the work products to the Client as described in the Scope of Work statement attached as
Exhibit"A"hereto. Such professional services and work products,as from time to time modified in
accordance with Section 2.3 hereof, are collectively referred to as the "Administrative Services."
Section 2.2 Consultant will determine the method,details and means of performing the
Administrative Services.Consultant may,at Consultant's own expense,employ such assistance as it
deems necessary to perform the Administrative Services required by Client under this Agreement.
Consultant shall conduct research and arrive at conclusions with respect to its rendition of
information, advice, recommendation or counsel independent of the control and direction of the
Client,other than normal contract monitoring.All computer software(including without limitation
financial models,compilations of formulas and spreadsheet models),inventions,designs,programs,
improvements,processes and methods(collectively,the"Proprietary Models")used or developed by
Consultant in performing its work is proprietary and shall remain property owned solely by, or
licensed by a third parry to Consultant. Client acknowledges and agrees that the consideration paid
by Client herein only entitles Client to a license to use the hard copy or electronically transmitted
reports generated pursuant to the Administrative Services and that any Proprietary Model that
Consultant uses to generate such reports is owned by, or is duly licensed from a third party to
Consultant and is not being provided to Client hereunder. Client acknowledges and agrees that
Consultant has the right to use the reports and analyses that it authors pursuant to this Agreement as
base works or templates for reports and analyses that Consultant authors for Consultant's other
clients,provided,however,that Consultant shall not use any confidential information provided by
Client in such future reports and analyses.Client acknowledges and agrees that Consultant has spent
substantial time and effort in collection and compiling data and information (the "Data
Compilations")in connection with the Administrative Services and that such Data Compilations may
be used by Consultant for its own purposes,including,without limitation,sale or distribution to third
parties; provided, however, that Consultant will not sell or distribute any of Client's confidential
information that may be contained in such Data Compilations,unless such confidential information
is used only on an aggregated and anonymous basis.
Section 2.3 Any proposed changes in the Administrative Services hereunder shall be
submitted to the other party hereto,and any such changes agreed to by the parties shall be reflected in
an amendment to Exhibit"A" in accordance with Section 7.2 hereto.
Section 2.4 Nothing in this Agreement shall give the Consultant possession of authority
with respect to any Client decision beyond the rendition of information,advice,recommendation or
counsel.
ARTICLE III
COMPENSATION
Section 3.1 Client agrees to pay Consultant for its Administrative Services a professional
fee computed according to the Fee Schedule attached as Exhibit"B"hereto.
Section 3.2 On or about the first two weeks of each quarter, in accordance with the Fee
Schedule,Consultant shall present to Client an invoice.Such invoices shall be paid by Client within
thirty(30)days of the date of each invoice.A 1.2%charge maybe imposed against accounts which
are not paid within 30 days of the date of each invoice.
Section 3.3 The maximum total fee amount set forth in Exhibit"B"maybe increased as a
result of any expansion of the Administrative Services to be rendered hereunder pursuant to Section
2.3 or as provided in Exhibit"A"hereto.
Section 3.4 Records of the Consultant's costs relating to(i)the Administrative Services
performed under this Agreement and(ii)reimbursable expenses shall be kept and be available to the
Client or to Client's authorized representative at reasonable intervals during normal business hours.
ARTICLE IV
OTHER OBLIGATIONS OF CONSULTANT
Section 4.1 Consultant agrees to perform the Administrative Services in accordance with
Exhibit "A." Should any errors caused by Consultant's negligence be found in such services or
products,Consultant will correct them at no additional charge by revising the work products called
for in Exhibit "A" to eliminate the errors. Consultant's contribution toward all obligations, losses,
liabilities, damages, claims,attachments, executions,demands,actions and/or proceedings and all
costs and expenses in connection therewith, including reasonable attorneys' fees, arising out of or
connected with the performance of Consultant's Administrative Services under this Agreement,
except as may arise from Consultant's willful misconduct or gross negligence, shall in no event
exceed the amounts received by Consultant under this Agreement.
Section 4.2 Consultant will supply all tools and instrumentalities required to perform the
Administrative Services under the Agreement.
Section 4.3 Neither this Agreement nor any duties or obligations under this Agreement may
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be assigned by Consultant without the prior written consent of Client. However, Consultant may
subcontract portions of the work to be performed hereunder to other persons or concerns provided
Consultant notifies Client of the name and address of said proposed subcontractor and Client either
consents or fails to respond to notification with respect to the use of any particular proposed
subcontractor.
Section 4.4 In the performance of its Administrative Service hereunder,Consultant is,and
shall be deemed to be for all purposes, an independent contractor (and not an agent, officer,
employee or representative of Client)under any and all laws,whether existing or future.Consultant
is not authorized to make any representation, contract or commitment on behalf of Client.
ARTICLE V
OTHER OBLIGATIONS OF CLIENT
Section 5.1 Client agrees to comply with all reasonable requests of Consultant and provide
access to all documents reasonably necessary to the performance of Consultant's duties under this
Agreement with the exception of those documents which Exhibit"A" calls upon the Consultant to
prepare.
Section 5.2 Neither this Agreement nor any duties or obligations under this Agreement
may be assigned by Client without the prior written consent of Consultant.
Section 5.3 The Client, County of Lake and other public agencies, property owners,
consultants and other parties dealing with Client or involved in the subject special service areas
referred to in Exhibit "A" will be furnishing to Consultant various data,reports, studies,computer
printouts and other information and representations as to the facts involved in the special service
areas which Client understands Consultant will be using and relying upon in preparing the reports,
studies,computer printouts and other work products called for by Exhibit"A."Consultant shall not
be obligated to establish or verify the accuracy of the information furnished by or on behalf of Client,
nor shall Consultant be responsible for the impact or effect on its work products of the information
furnished by or on behalf of Client, in the event that such information is in error and therefore
introduces error into Consultant's work products.
Section 5.4 In the event that court appearances,testimony or depositions are required of
Consultant by Client in connection with the services rendered hereunder,Client shall compensate
Consultant at a rate of$250 per hour and shall reimburse Consultant for out-of-pocket expenses on a
cost basis.
ARTICLE VI
TERNUNATION OF AGREEMENT
Section 6.1 Either party may terminate or suspend this Agreement upon thirty days(30)
written notice.Unless terminated as provided herein,this Agreement shall continue in force until the
Administrative Services set forth in Exhibit"A"have been fully and completely performed and all
proper invoices have been rendered and paid.
Section 6.2 Should either party default in the performance of this Agreement or materially
breach any of its provisions, the other party at its option may terminate this Agreement by giving
written notification to the defaulting party. Such termination shall be effective upon receipt by the
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defaulting party,provided that the defaulting party shall be allowed ten(10)days in which to cure
any default following receipt of notice of same.
Section 6.3 The covenants contained in Sections 2.2, 3.1, 4.1, 5.3, 5.4, 6.3 and all of
Article VII shall survive the termination of this Agreement.
ARTICLE VII
GENERAL PROVISIONS
Section 7.1 Any notices to be given hereunder by either party to the other may be effected
either by personal delivery in writing or by mail.Mailed notices shall be addressed to the parties at
the addresses appearing in the introductory paragraph of this Agreement,but each party may change
the address by written notice in accordance with the first sentence of this Section 7.1. Notices
delivered personally will be deemed communicated as of actual receipt. Mailed notices will be
deemed communicated as of two(2)days after mailing.
Section 7.2 This Agreement and exhibits hereto supersede any and all agreements,either
oral or written,between the parties hereto with respect to the rendering of service by Consultant for
Client and contains all of the covenants and agreements between the parties with respect to the
rendering of such services. Each party to this Agreement acknowledges that no representations,
inducements,promises,or agreements,orally or otherwise,have been made by any party,or anyone
acting on behalf of any party,which are not embodied herein,and that no other agreement,statement,
or promise not contained in this Agreement shall be valid or binding. Any modification of this
Agreement(including any exhibit hereto)will be effective if it is in writing and signed by the party
against whom it is sought to be enforced.
Section 7.3 If any provision in this Agreement is held by a court of competent jurisdiction
to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full
force without being impaired or invalidated in any way.
Section 7.4 Any controversy between the parties hereto involving the construction or
application of any of the terms, covenants, or conditions of this Agreement will, on the written
request of one party served on the other,be submitted to binding arbitration in accordance with the
commercial rules and regulations of the American Arbitration Association.The arbitration shall take
place in Chicago,Illinois,or such other location mutually agreed to by the parties.
The arbitrator(s)shall be selected as follows:In the event that Consultant and Client agree on
one arbitrator, the arbitration shall be conducted by such arbitrator. In the event Consultant and
Client do not so agree,Consultant and Client shall each select an arbitrator and the two arbitrators so
selected shall select the third arbitrator.If there is more than one arbitrator,the arbitrators shall act by
majority vote.
The decree or judgement of an award rendered by the arbitrator(s) may be entered in any
court having jurisdiction thereof The parties may propose arbitrators from JAMS,ADR,ARC or any
independent arbitrator/neutral for dispute resolution.The parties are not required to hire a triple A
arbitrator for resolution of a dispute hereunder.
Section 7.5 The prevailing party in any arbitration or legal action brought by one party
against the other and arising out of this Agreement shall be entitled,in addition to any other rights
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United City of Yorkville SSA Nos.2005-108 and 2005-109 January 26,2016
and remedies it may have,to reimbursement for its expenses,including court costs and reasonable
attorneys'fees.The non-prevailing party shall be liable,to the extent allowable under law,for all fees
and expenses of the arbitrator(s)and all costs of the arbitration.
Section 7.6 This Agreement will be governed by and construed in accordance with the
laws of the State of Illinois.
IN WITNESS WHEREOF, this Agreement has been executed on the date and year first above
written.
CLIENT: United City of Yorkville
By:
Date:
CONSULTANT: David Taussig&Associates,Inc.
By:
David Taussig,President
Date:
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Exhibit A -Scope of Work
Please note that the Scope of Work statement is predicated on the assumption that the special taxes
for Special Service Area Nos.2005-108 and 2005-109(hereinafter called"SSAs")will be billed and
collected by the County of Kendall (the "County"). The Scope of Work statement for the
administration of the SSAs is comprised of those services associated with the annual calculation and
billing of the special taxes,review of bond funds and accounts,responses to taxpayer inquiries(i.e.,
phone calls,prepayment requests,builder education/coordination),determination of arbitrage/rebate
liability,and the reporting of certain information as set forth in the Continuing Disclosure Agreement
as follows:
Task 1: Development Research and SSA Parcel Database
This task involves gathering and organizing the information required to establish and maintain parcel
databases necessary to extend, bill, and collect the special taxes, pursuant to the respective SSA
Special Tax Roll and Reports, as amended,and includes the following:
1.1 Subdivision Research:Coordinate with Yorkville and the builder(s)to obtain copies
of all final plats.Identify recording date,property use,acreage,and the lot,block and
unit numbers,as applicable, for each new parcel.
1.2 Permanent Index Numbers:Coordinate with County to determine valid Permanent
Index Numbers ("PIN")for the coming year and obtain new cadastral maps.
1.3 Classification of Property: Assign each parcel to the appropriate special tax
classification in accordance with the respective SSA Special Tax Roll and Reports,as
amended.
1.4 SSA Parcel Database: Establish and maintain parcel databases for the SSAs that
will include all relevant PINs,property data, and special tax characteristics.
Task 2: Special Tax Requirement Calculation and Special Tax Abatement
This task involves calculating the amount of special tax to be abated for the SSAs and includes the
following subtasks:
2.1 Bond Funds Accountability Analysis:This task involves the review and analysis of
account statements for the funds and accounts maintained by the trustee.Consultant
will prepare a monthly report, which summarizes the activity for each fund and
account and evaluates flow of funds for consistency with the Indenture or other
controlling documents.When necessary,Consultant will communicate our findings
with Yorkville or trustee.
2.2 Determine Annual Expenses:Identify expenses for the SSAs including annual debt
service,administrative expenses, and provision for delinquencies.
2.3 Year-End Reconciliation: Prepare year-end reconciliation to determine surplus
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funds,if any,in the bond funds and accounts,interest earnings,and other credits that
may be applied to toward the abatement of the special tax.
2.4 Extension of Special Taxes:Extend the required special taxes to each PIN pursuant
to the respective SSA Special Tax Roll and Reports,as amended,and determine the
resulting amount to be abated, if any.
Task 3: Report Preparation
This task includes the preparation of an annual report for the SSAs,which will generally contain the
following:
• Brief Development Summary
• Flow of Funds Summary
• Special Tax Collection,Tax Sale,and Foreclosure Status
• Bond Fund and Account Balance Summary
• Special Tax Requirement Calculation
• Current Equalized Assessed Value
• Current Property Tax Rates
• Current Equalized Assessed Value-to-Lien Ratio
Task 4: Extension and Billing of the Special Tax
This task involves coordination with and assistance to the County, as needed, to facilitate the
extension and billing of the special tax.The special taxes will be established by ordinance passed by
the City on or before the last Tuesday in December.The following subtasks are included:
4.1 Special Tax Roll:For the SSAs,Consultant will prepare special tax rolls listing each
PIN and the corresponding maximum special tax, special tax amount abated, and
special tax amount to be billed.
4.2 Transmittal to County: The special tax rolls will be transmitted to the County in
hard copy and/or electronic form as specified by the County, along with a certified
copy of the abatement ordinances,to be provided to Consultant by Yorkville,in hard
copy and electronic form as specified by the County.
4.3 Coordination with Assessor: As requested, Consultant will assist the applicable
Township Assessor determine the average public improvements allocable to
properties in the SSAs.
Task 5: Special Tax Collections
DTA will review the SSA special tax distribution reports provided by the County to monitor and
record the collection of special taxes as they are distributed to the SSAs. DTA will request and
review the County's unpaid list to determine the payment status of each individual PIN. This data
will be recorded in special tax payment database and utilized to prepare an annual delinquent special
tax report which shall be distributed to the City and County as needed.DTA will provide assistance
to the County as requested to facilitate the collection of the special taxes.
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United City of Yorkville SSA Nos,2005-108 and 2005-109 January 26,2016
Task 6: Delinquent Special Tax Follow-up
DTA will assist in the collection of special taxes that remain delinquent after the County has
conducted its tax sale(or such other date as specified in the bond indenture).The following subtasks
are included:
6.1 Final Delinquent Special Tax Report: DTA will update the report of delinquent
special taxes prepared pursuant to Task 5 above.
6.2 Demand Letters:This task entails the preparation and mailing of demand letters to
the property owners with delinquent special taxes.DTA will prepare a draft demand
letter for review and approval by City staff. After the form of the demand letter is
approved, DTA will print the demand letters on Yorkville letterhead and mail to
property owners.
6.3 Coordination with Delinquent Property Owners: DTA staff will be available to
answer questions from the delinquent property owners.
Task 7: Foreclosure Assistance
This task involves assistance with the foreclosure of the special taxes that remain delinquent after the
follow-up process.We assume that at this stage in the collection process the City will be retaining
legal counsel to pursue judicial foreclosure.Therefore,our services will consist of activities to assist
legal counsel and the City with the foreclosure action. The following subtasks are included:
7.1 Foreclosure Report:Following the payment deadline specified in the demand letter,
DTA will prepare a report of the remaining delinquent special taxes that would be
subject to foreclosure.
7.2 Reserve Fund Analysis: This analysis will ascertain if the Reserve Fund is at its
required amount and if any draws will be needed to make the debt service payments
on the bonds.
7.3 • Exhibit to Ordinance Ordering Judicial Foreclosure:DTA will prepare an exhibit
showing the delinquent special taxes, penalties, interest and collection costs to be
attached to the ordinance adopted by the City ordering the judicial foreclosure.
Task 8: Prepayment Calculations
This task entails the calculation of prepayment amounts and coordination with the trustee and
associated record keeping in the event any special tax is prepaid. This task includes the following
subtask:
8.1 Special Tax Prepayments:Upon request,DTA will calculate the amount needed to
prepay the special tax pursuant to the prepayment formula as set forth and adopted in
the respective Rate and Method of Levying Special Taxes, as amended. The
prepayment information provided will identify the amount due, the deadline for
payment, and direction regarding where payment is to be remitted.
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Task 9: Early Bond Redemption Analysis
This task involves analysis of the early redemption of bonds resulting from the prepayment of special
taxes or receipt of recapture funds. DTA will coordinate with the trustee to ensure the proper
application of such funds and review the resulting revised debt service schedule.
Task 10: Taxpayer Inquiries
This task involves responding to telephone calls from prospective or current property owners or other
interested parties who have questions regarding SSA,the public improvements financed,the amount
of the special tax,etc.This task includes brief written responses to property owners as necessary.In
order to efficiently and effectively handle these property owner's requests, DTA has a toll-free
number for property owners who have questions.
Task 11: Annual Continuing Disclosure
This task entails preparation of annual financial information pursuant to the Continuing Disclosure
Undertaking in connection with the issuance of the 2016 Special Tax Refunding Bonds.
Task 12: Arbitrage/Rebate Calculation
This task encompasses those activities associated with computing the rebate liability of the bonds
sold on behalf of SSAs.
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United City of Yorkville SSA Nos 2005-108 and 2005-109 January 26,2016
Exhibit B— Fee Schedule
PROFESSIONAL FEES
DTA's proposed annual compensation for Tasks 1 through 6 and 8 through 11 of the scope of
services listed under Exhibit A is a fixed fee of$24,000 plus expenses. Task 7 services shall be
billed on a time and materials basis in accordance with the hour rate schedule in Table 1, with
payment due upon collection of the delinquent special taxes, including collection costs, through
foreclosure.Proposed compensation for Task 12 is$2,750,and$2,250 per bond issue per year for
subsequent years. Additional fees will be incurred for transferred proceeds analysis, commingled
funds analysis, final or five year report,or computation period in excess of twelve months.
TABLE 1
CONSULTANT'S HOURLY RATES
Managing Director $250/hour
Vice President $235/hour
Senior Manager $225/hour
Manager $200/hour
Senior Associate $180/hour
Associate $165/hour
Senior Analyst $145/hour
Analyst $125/hour
Research Assistant $105/hour
GENERAL TERMS AND CONDITIONS
The preceding annual professional fees shall be billed in four equal installments, with invoices
submitted by Consultant to Client on or about the first two weeks of each quarter. Such invoices
shall be paid by Client within thirty(30) days of the date of each invoice. A 1.2% charge may be
imposed against accounts that are not paid within 30 days of the date of each invoice.
At Client's request, services in addition to those identified in the Scope of Work statement may be
provided. Unless otherwise agreed to by Client and Consultant, any additional tasks assigned by
Client shall be charged at the hourly rates listed in Table 1.
Such additional tasks may include,but are not be limited to, the following:
• Manual billing of special taxes;
• Administration of variable rate bonds;
• Attendance,other than via telephone,at meetings with property owners or Yorkville staff to
answer questions,review the levy,or resolve disputes regarding the calculation of the special
tax;
• Assistance with workshops, seminars, etc. concerning disclosure of the special tax; and
• Assumption of dissemination agent responsibilities for developer continuing disclosure
reports, if any.
The preceding lump sum professional fees and hourly rates apply for a 24 month period from
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execution of the Agreement and are subject to a cost-of-living and/or other appropriate increase
every 12 months thereafter. Consultant generally reviews its professional fees and hourly rates
annually and,if appropriate,adjusts them to reflect increases in seniority,experience,cost-of-living,
and other relevant factors. Consultant shall notify Client in advance of any such increase.
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