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City Council Packet 2007 05-14-07 special meeting s • is.° United City of Yorkville 800 Game Farm Road Q EST. 1836 Yorkville, Illinois 60560 Telephone: 630-553-4350 1 If o Fax: 630-553-7575 "7ECExv'� AGENDA SPECIAL CITY COUNCIL MEETING CITY COUNCIL CHAMBERS 7:30 PM Monday, May 14, 2007 Call to Order: Pledge of Allegiance: Roll Call by Clerk: WARD I WARD II WARD III WARD IV Jason Leslie Gary Golinski Marty Munns Joe Besco Wally Werderich Arden Joe Plocher Robyn Sutcliff Rose Ann Spears Establishment of Quorum: Introduction of Guests: Mayor's Report: 1. CC 2007-10 An Amended and Restated Ordinance Providing for Issuance of Special Service Area Number 2006-113 Ad Valorem Tax Bonds, Series 2007 (Cannonball/Beecher Road Project) Adjournment: AGENDA CITY COUNCIL SPECIAL MEETING CITY COUNCIL CHAMBERS 7:30 PM Monday, May 14, 2007 MAYOR'S REPORT: 1. An Amended and Restated Ordinance Providing for Issuance of SSA Number 2006-113 Ad Valorem Tax Bonds, Series 2007 (Cannonball/Beecher Road Project) Fo L EY 321 ORTHS LAW 321 NORTH CLARK STREET,SUITE 2800 CHICAGO,IL 60610-4764 312.832.4500 FOLEY & LARDNER LLP 312.832.4700 WWW.FOLEY.COM cknight@foley.com 312.832.4515 MEMORANDUM CLIENT-MATTER NUMBER 026079-0113 TO: United City of Yorkville FROM: Christopher N. Knight DATE: May 10, 2007 RE: United City of Yorkville Kendall County, Illinois Special Service Area Number 2006-113 Ad Valorem Tax Bonds, Series 2007 (Cannonball/Beecher Road Project) Attached is an Ordinance of the United City of Yorkville which amends and restates Ordinance Number 2007-27 adopted on March 27, 2007 (the "Prior Ordinance") authorizing the issuance of the referenced Bonds. The only change made in the Prior Ordinance is to increase the maximum amount of the Bonds to be issued from $12,500,000 to $15,000,000. This change does not increase the overall amount of Bonds to be issued by the City for the Kendall Marketplace project; there will be a corresponding decrease in the other series of Bonds being issued for this project. CNK:lak Attachment CHI2_715675.1 Rte- L! KlEb UEeSr07.1 UNITED CITY OF YORKVILLE KENDALL COUNTY STATE OF ILLINOIS ORDINANCE NUMBER 2007- AN AMENDED AND RESTATED ORDINANCE PROVIDING FOR ISSUANCE OF UNITED CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS SPECIAL SERVICE AREA NUMBER 2006-113 AD VALOREM TAX BONDS, SERIES 2007 (CANNONBALL/BEECHER ROAD PROJECT) ADOPTED BY THE CITY COUNCIL OF THE UNITED CITY OF YORKVILLE KENDALL COUNTY STATE OF ILLINOIS The 14th day of MafehMay, 2007 Published in pamphlet form by authority of the City Council of the United City of Yorkville, Kendall County, Illinois this 14th day of MafehMay, 2007. CH12_68-784715664.1 ORDINANCE NO.2007- AN AMENDED AND RESTATED ORDINANCE PROVIDING FOR ISSUANCE OF UNITED CITY OF YORKVILLE,KENDALL COUNTY, ILLINOIS SPECIAL SERVICE AREA NUMBER 2006-113 AD VALOREM TAX BONDS, SERIES 2007 (CANNONBALL/BEECHER ROAD PROJECT) 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"City") as follows: a. The City has previously established Special Service Area Number 2006- 113 described more fully in Exhibit A to this Ordinance (the "Special Service Area") pursuant to Ordinance Number 2007--26 adopted on March 13, 2007 (the "Establishing Ordinance"), the provisions of the Special Service Area Tax Law, 35 ILCS 200/27-5 et sec., 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 is necessary and in the best interests of the City to provide at this time special services benefiting the Special Service Area 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 Area (the "Special Services"). The City presently estimates the total cost of these Special Services together with costs of borrowing money for that purpose, funding administrative expenses and providing for necessary debt service reserves and capitalized interest (collectively, the "Costs of the Special Services")to be approximately$12,500,000.15,000,000. c. The City does not have sufficient funds on hand or available from other sources with which to pay the costs of the Special Services. d. It is in the best interests of the City to issue not to exceed $ 2500,00015,000,000 principal amount of its Special Service Area Number 2006-113 Ad Valorem Tax Bonds, Series 2007 (Cannonball/Beecher Road Project) (the "Bonds") CH 12_ 2715664 1 as provided in this Ordinance, to pay or provide funds for a portion of the Costs of the Special Services. e. The borrowing of the sum of not to exceed $12,500,00015,000,000 and the issuance of the Bonds in that amount are for purposes constituting special services in the Special Service Area under the Special Service Area Act. f. 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 Area, the issuance of the Bonds for the purpose of paying the costs of the Special Services and the manner in which the Bonds are proposed to be retired and the proposed tax levy, was held on October 3, 2006 at 7:00 p.m. No objection petition has been filed with respect to the establishment of the Special Service Area or the issuance of the Bonds within the period of time allowed pursuant to the Special Service Area Act. The City previously adopted Ordinance Number 2007-27 (the "Prior Ordinance") on March 27, 2007 authorizing the issuance of the Bonds in an amount not to exceed $12,500,000. h. It has become necess. to amend and restate the Prior Ordinance to authorize the issuance of the Bonds in an amount not to exceed $15,000,000. Section 2. Issuance of Bonds. The City shall borrow the sum of not to exceed $12,500,00015,000,000 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 Number 2006-113 Ad Valorem Tax Bonds, Series 2007 (Cannonball/Beecher Road Project)," and shall be issued for the purpose of providing a portion of the funds needed for 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"). 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 The Bank of New York Trust Company, N.A., as Trustee, to be dated as of April 1, 2007, which form of Indenture is attached as Exhibit B to this Ordinance; b. a form of Bond Purchase Agreement (the "Bond Purchase Agreement") among the City, William Blair & Company, L.L.C., as Underwriter (the "Underwriter"), and Cannonball LLC (the "Developer") 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 Development Agreement between the Developer and the City, which form of Development Agreement is attached as Exhibit D to this Ordinance; and 2 CH I2_687844-2. 715664.1 d. a form of the preliminary Limited Offering Memorandum (the "Limited Offering Memorandum") used by the Underwriter in its initial offering of the Bonds, which form of Limited Offering Memorandum is attached as Exhibit E 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 Limited Offering Memorandum in substantially the form of the preliminary Limited Offering Memorandum presented hereto with such changes, additions or deletions as they deem appropriate to reflect the final terms of the Bonds, the Indenture and other matters. Section 4. Bond Terms. The Bonds shall be issued as provided in the Indenture and shall be issued in the principal amount of not to exceed $12,500,000,15,000,000, shall be dated, shall mature, shall bear interest at the rates (not to exceed in any year seven percent (7%) 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 of not to exceed 2% 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. 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 3 CH 12_667841:2715664.1 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. 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; Levy of Ad Valorem Tax; Pledge. The Bonds shall constitute limited obligations of the City, payable from the Ad Valorem 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 Ad Valorem Taxes upon all taxable real property within the Special Service Area sufficient to pay and discharge the principal of and interest on the Bonds at maturity or mandatory sinking fund redemption dates and to pay interest on the Bonds for each year at the interest rates to be set forth in Section 2.3 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 including specifically the following amounts for the following years (the"Ad Valorem Taxes"): An Amount Sufficient Year of Levy to Produce the Sum of: 2008 $ 34-5400856,750. 00 2009 63-0,200951,750. 00 2010 700,200961,287. 50 2011 791,1751,094,96 2.50 2012 84881,160,58 7.50 2013 873,1631,206,61 2.50 2014 907,9381,243,90 0.00 2015 939,5381,277,73 7.50 4 CH 12_66764715664.1 An Amount Sufficient Year of Levy to Produce the Sum of: 2016 968,2631,298,12 5.00 2017 999,1131,335,63 7.50 2018 1,021,8001,369,1 25.00 2019 1,046,6131,393,5 87.50 2020 1,068,2631,414,3 12.50 2021 1,086,7501,431,3 00.00 2022 1,112,0751,454,5 50.00 2023 1,128,6631,468,4 87.50 2024 4-0-46,8001,488,4 00.00 2025 1,176,2001,518,7 12.50 2026 40004,203,5 62.50 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 Ad Valorem Taxes levied as provided above shall be deposited in the Debt Service 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 4.3 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 5 CH 12_667841.2715664.1 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: 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 Ad Valorem Taxes imposed by or pursuant to this Ordinance; b. it will not take any action which would adversely affect the levy, extension, collection and application of the Ad Valorem Taxes; and c. it will comply with all present and future laws concerning the levy, extension and collection of the Ad Valorem 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 Required Reserve and it will take all actions necessary to assure the timely collection of the Ad Valorem Taxes, including without limitation, the enforcement of any delinquent Ad Valorem Taxes as described in paragraph(a) above. 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 Bonds shall not constitute arbitrage bonds as defined in Section 7 above. Section 9. 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 10. 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 11. 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. Taxes levied pursuant to the Prior Ordinance are hereby abated in their entirety. The City Clerk shall cause this Ordinance to be published in pamphlet form. This 6 C H 12_667841-2715664.1 Ordinance is passed as an emergency measure, as it is urgent that this Ordinance become effective to permit the immediate issuance of the Bonds and the use of proceeds of the Bonds to pay expenses which are presently due and payable. Therefore this Ordinance shall be in full force and effect immediately upon passage and approval,provided it is passed by the affirmative vote of at least two-thirds of the members of the City Council. This Ordinance shall be effective upon its passage and publication as provided by law. PASSED BY THE CITY COUNCIL OF THE UNITED CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS this 2-714th day of Mar-c-hMav, 2007. VOTING AYE: VOTING NAY: ABSENT: ABSTAINED: NOT VOTING: APPROVED: Mayor ATTEST: City Clerk 7 C H 12_66844-2715664.1 Exhibit A UNITED CITY OF YORKVILLE SPECIAL SERVICE AREA NUMBER 2006-113 Legal Description of Property THAT PART OF THE SOUTHEAST QUARTER OF SECTION 19, PART OF THE SOUTH HALF OF SECTION 20 AND PART OF THE NORTHWEST QUARTER OF SECTION 29, TOWNSHIP 37 NORTH, RANGE 7 EAST OF THE THIRD PRINCIPAL MERIDIAN DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF THE SOUTHEAST QUARTER OF SAID SECTION 19; THENCE NORTH 01 DEGREES 13 MINUTES 53 SECONDS WEST, ALONG THE EAST LINE OF SAID SOUTHEAST QUARTER 310.20 FEET; THENCE WESTERLY PERPENDICULAR TO SAID EAST LINE 198.00 FEET; THENCE NORTH 16 DEGREES 23 MINUTES 58 SECONDS WEST, 862.81 FEET; THENCE NORTH 46 DEGREES 51 MINUTES 14 SECONDS EAST, 126.15 FEET; THENCE WESTERLY ALONG A NONTANGENTIAL CURVE TO THE RIGHT WITH A RADIUS OF 25.00 FEET AND A CHORD BEARING OF NORTH 86 DEGREES 29 MINUTES 53 SECONDS WEST, AN ARC LENGTH OF 40.71 FEET; THENCE NORTHWESTERLY ALONG A CURVE TO THE RIGHT WITH A RADIUS OF 950.00 FEET AND A CHORD BEARING OF NORTH 30 DEGREES 00 MINUTES 26 SECONDS WEST, AN ARC LENGTH OF 326.41 FEET; THENCE NORTH 67 DEGREES 35 MINUTES 57 SECONDS EAST, 243.73 FEET; THENCE SOUTHEASTERLY ALONG A NONTANGENTIAL CURVE TO THE LEFT WITH A RADIUS OF 500.00 FEET AND A CHORD BEARING OF SOUTH 31 DEGREES 07 MINUTES 50 SECONDS EAST, AN ARC LENGTH OF 209.70 FEET; THENCE SOUTH 43 DEGREES 08 MINUTES 45 SECONDS EAST, 52.80 FEET; THENCE NORTH 46 DEGREES 51 MINUTES 15 SECONDS EAST, 287.40 FEET; THENCE SOUTH 43 DEGREES 08 MINUTES 45 SECONDS EAST, 80.00 FEET; THENCE NORTH 46 DEGREES 51 MINUTES 15 SECONDS EAST, 162.29 FEET; THENCE NORTH 43 DEGREES 08 MINUTES 45 SECONDS WEST, 7.00 FEET; THENCE NORTH 46 DEGREES 51 MINUTES 15 SECONDS EAST, 60.76 FEET; THENCE NORTHEASTERLY ALONG A CURVE TO THE RIGHT WITH A RADIUS OF 367.00 FEET AND A CHORD BEARING OF NORTH 58 DEGREES 18 MINUTES 15 SECONDS EAST, AN ARC LENGTH OF 146.68 FEET; THENCE NORTH 69 DEGREES 45 MINUTES 15 SECONDS EAST, 121.97 FEET; THENCE NORTHEASTERLY ALONG A CURVE TO THE LEFT WITH A RADIUS OF 433.00 FEET AND A CHORD BEARING OF NORTH 37 DEGREES 51 MINUTES 31 SECONDS EAST, AN ARC LENGTH OF 482.09 FEET; THENCE NORTHEASTERLY ALONG A CURVE TO THE RIGHT WITH A RADIUS OF 25.00 FEET AND A CHORD BEARING OF NORTH 51 DEGREES 23 MINUTES 20 SECONDS EAST, AN ARC LENGTH OF 39.64 FEET; THENCE SOUTH 83 DEGREES 11 MINUTES 08 SECONDS EAST, 763.20 FEET; THENCE SOUTHEASTERLY ALONG A CURVE TO THE RIGHT WITH A RADIUS OF 367.00 FEET AND A CHORD BEARING OF SOUTH 57 DEGREES 07 MINUTES 07 SECONDS EAST, AN ARC LENGTH OF 333.94 FEET; THENCE SOUTH 31 DEGREES 03 MINUTES 05 SECONDS EAST, 123.11 FEET; THENCE SOUTH 58 DEGREES 56 MINUTES 55 SECONDS WEST, 7.00 FEET; THENCE SOUTHEASTERLY ALONG A NONTANGENTIAL CURVE TO THE LEFT WITH A CH 12_682715664.1 RADIUS OF 440.00 FEET AND A CHORD BEARING OF SOUTH 42 DEGREES 20 MINUTES 40 SECONDS EAST, AN ARC LENGTH OF 173.45 FEET; THENCE NORTH 32 DEGREES 01 MINUTES 21 SECONDS EAST, 80.28 FEET; THENCE SOUTHEASTERLY ALONG A NONTANGENTIAL CURVE TO THE LEFT WITH A RADIUS OF 360.00 FEET AND A CHORD BEARING OF SOUTH 60 DEGREES 42 MINUTES 59 SECONDS EAST, AN ARC LENGTH OF 101.11 FEET; THENCE SOUTH 68 DEGREES 45 MINUTES 32 SECONDS EAST, 784.84 FEET TO THE CENTER LINE OF CANNONBALL TRAIL; THENCE SOUTH 21 DEGREES 40 MINUTES 31 SECONDS WEST, ALONG SAID CENTER LINE, 331.43 FEET; THENCE SOUTH 21 DEGREES 14 MINUTES 17 SECONDS WEST, ALONG SAID CENTER LINE, 1261.58 FEET; THENCE NORTH 68 DEGREES 45 MINUTES 43 SECONDS WEST, 48.00 FEET; THENCE SOUTH 21 DEGREES 14 MINUTES 17 WEST, 470.00 FEET; THENCE SOUTH 57 DEGREES 14 MINUTES 17 SECONDS WEST, 74.81 FEET TO THE NORTH LINE OF U.S. ROUTE 34; THENCE NORTH 85 DEGREES 32 MINUTES 10 SECONDS WEST ALONG SAID NORTH LINE, 1983.32 FEET TO THE WEST LINE OF THE NORTHWEST QUARTER OF SAID SECTION 29; THENCE NORTH 01 DEGREES 14 MINUTES 12 SECONDS WEST ALONG SAID WEST LINE, 378.99 FEET TO THE POINT OF BEGINNING, IN THE UNITED CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS, AND CONTAINING 143.40 ACRES OF LAND MORE OR LESS. PIN's 02-19-400-003 02-29-100-001 02-20-351-001 2 CH12_ 2715664.1 Document comparison done by Workshare DeltaView on Thursday, May 10, 2007 3:35:18 PM Input: Document 1 interwovenSite://CHGODMS 1/CH 12/687841/2 Document 2 interwovenSite://CHGODMSI/CHI2/715664/1 Rendering set standard Legend: Insertion Deletion Moved to Style change Format change Inserted cell Deleted cell Moved cell Split/Merged cell Padding cell Statistics: Count Insertions 43 Deletions 36 Moved from 0 Moved to 0 Style change 0 Format changed 0 • Total changes 79 CHIC_1443743.1 VE-IaSIOd UNITED CITY OF YORKVILLE KENDALL COUNTY STATE OF ILLINOIS ORDINANCE NUMBER 2007- AN AMENDED AND RESTATED ORDINANCE PROVIDING FOR ISSUANCE OF UNITED CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS SPECIAL SERVICE AREA NUMBER 2006-113 AD VALOREM TAX BONDS, SERIES 2007 (CANNONBALL/BEECHER ROAD PROJECT) ADOPTED BY THE CITY COUNCIL OF THE UNITED CITY OF YORKVILLE KENDALL COUNTY STATE OF ILLINOIS The 14th day of May, 2007 Published in pamphlet form by authority of the City Council of the United City of Yorkville, Kendall County, Illinois this 14th day of May, 2007. CHI2_715664.1 ORDINANCE NO. 2007- AN AMENDED AND RESTATED ORDINANCE PROVIDING FOR ISSUANCE OF UNITED CITY OF YORKVILLE, KENDALL COUNTY,ILLINOIS SPECIAL SERVICE AREA NUMBER 2006-113 AD VALOREM TAX BONDS, SERIES 2007 (CANNONBALL/BEECHER ROAD PROJECT) 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"City") as follows: a. The City has previously established Special Service Area Number 2006- 113 described more fully in Exhibit A to this Ordinance (the "Special Service Area") pursuant to Ordinance Number 2007-26 adopted on March 13, 2007 (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 is necessary and in the best interests of the City to provide at this time special services benefiting the Special Service Area 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 Area (the "Special Services"). The City presently estimates the total cost of these Special Services together with costs of borrowing money for that purpose, funding administrative expenses and providing for necessary debt service reserves and capitalized interest (collectively, the "Costs of the Special Services")to be approximately$15,000,000. c. The City does not have sufficient funds on hand or available from other sources with which to pay the costs of the Special Services. d. It is in the best interests of the City to issue not to exceed $15,000,000 principal amount of its Special Service Area Number 2006-113 Ad Valorem Tax Bonds, Series 2007 (Cannonball/Beecher Road Project) (the `Bonds") as provided in this Ordinance, to pay or provide funds for a portion of the Costs of the Special Services. CH12_715664.1 e. The borrowing of the sum of not to exceed $15,000,000 and the issuance of the Bonds in that amount are for purposes constituting special services in the Special Service Area under the Special Service Area Act. f. 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 Area, the issuance of the Bonds for the purpose of paying the costs of the Special Services and the manner in which the Bonds are proposed to be retired and the proposed tax levy, was held on October 3, 2006 at 7:00 p.m. No objection petition has been filed with respect to the establishment of the Special Service Area or the issuance of the Bonds within the period of time allowed pursuant to the Special Service Area Act. g. The City previously adopted Ordinance Number 2007-27 (the "Prior Ordinance") on March 27, 2007 authorizing the issuance of the Bonds in an amount not to exceed $12,500,000. h. It has become necessary to amend and restate the Prior Ordinance to authorize the issuance of the Bonds in an amount not to exceed $15,000,000. Section 2. Issuance of Bonds. The City shall borrow the sum of not to exceed $15,000,000 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 Number 2006-113 Ad Valorem Tax Bonds, Series 2007 (Cannonball/Beecher Road Project)," and shall be issued for the purpose of providing a portion of the funds needed for 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 sem. (the"Debt Act"). 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 The Bank of New York Trust Company, N.A., as Trustee, to be dated as of April 1, 2007, which form of Indenture is attached as Exhibit B to this Ordinance; b. a form of Bond Purchase Agreement (the "Bond Purchase Agreement") among the City, William Blair & Company, L.L.C., as Underwriter (the "Underwriter"), and Cannonball LLC (the "Developer") 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 Development Agreement between the Developer and the City, which form of Development Agreement is attached as Exhibit D to this Ordinance; and d. a form of the preliminary Limited Offering Memorandum (the "Limited Offering Memorandum") used by the Underwriter in its initial offering of the Bonds, which form of Limited Offering Memorandum is attached as Exhibit E to this Ordinance. 2 CHI2_715664.1 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 Limited Offering Memorandum in substantially the form of the preliminary Limited Offering Memorandum presented hereto with such changes, additions or deletions as they deem appropriate to reflect the final terms of the Bonds, the Indenture and other matters. Section 4. Bond Terms. The Bonds shall be issued as provided in the Indenture and shall be issued in the principal amount of not to exceed $15,000,000, shall be dated, shall mature, shall bear interest at the rates (not to exceed in any year seven percent (7%) 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 of not to exceed 2% 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. 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 3 CHI2_715664.1 signature shall nevertheless be valid and sufficient for all purposes, the same as if the officer had remained in office until delivery. 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; Levy of Ad Valorem Tax; Pledge. The Bonds shall constitute limited obligations of the City, payable from the Ad Valorem 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 Ad Valorem Taxes upon all taxable real property within the Special Service Area sufficient to pay and discharge the principal of and interest on the Bonds at maturity or mandatory sinking fund redemption dates and to pay interest on the Bonds for each year at the interest rates to be set forth in Section 2.3 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 including specifically the following amounts for the following years (the "Ad Valorem Taxes"): An Amount Sufficient Year of Levy to Produce the Sum of: 2008 $ 856,750.00 2009 951,750.00 2010 961,287.50 2011 1,094,962.50 2012 1,160,587.50 2013 1,206,612.50 2014 1,243,900.00 2015 1,277,737.50 2016 1,298,125.00 2017 1,335,637.50 2018 1,369,125.00 2019 1,393,587.50 2020 1,414,312.50 2021 1,431,300.00 2022 1,454,550.00 2023 1,468,487.50 2024 1,488,400.00 2025 1,518,712.50 2026 4,203,562.50 4 CHI2_715664.1 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 Ad Valorem Taxes levied as provided above shall be deposited in the Debt Service 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 4.3 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: 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 Ad Valorem Taxes imposed by or pursuant to this Ordinance; b. it will not take any action which would adversely affect the levy, extension, collection and application of the Ad Valorem Taxes; and c. it will comply with all present and future laws concerning the levy, extension and collection of the Ad Valorem 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 Required Reserve and it will take all actions necessary to assure the timely collection of the Ad Valorem Taxes, including without limitation, the enforcement of any delinquent Ad Valorem Taxes as described in paragraph(a) above. 5 CH 12_715664.1 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 Bonds shall not constitute arbitrage bonds as defined in Section 7 above. Section 9. 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 10. 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 11. 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. Taxes levied pursuant to the Prior Ordinance are hereby abated in their entirety. The City Clerk shall cause this Ordinance to be published in pamphlet form. This Ordinance is passed as an emergency measure, as it is urgent that this Ordinance become effective to permit the immediate issuance of the Bonds and the use of proceeds of the Bonds to pay expenses which are presently due and payable. Therefore, this Ordinance shall be in full force and effect immediately upon passage and approval,provided it is passed by the affirmative vote of at least two-thirds of the members of the City Council. This Ordinance shall be effective upon its passage and publication as provided by law. PASSED BY THE CITY COUNCIL OF THE UNITED CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS this 14th day of May,2007. VOTING AYE: VOTING NAY: ABSENT: ABSTAINED: NOT VOTING: APPROVED: Mayor ATTEST: City Clerk 6 CH 12_715664.1 Exhibit A UNITED CITY OF YORKVILLE SPECIAL SERVICE AREA NUMBER 2006-113 Legal Description of Property THAT PART OF THE SOUTHEAST QUARTER OF SECTION 19, PART OF THE SOUTH HALF OF SECTION 20 AND PART OF THE NORTHWEST QUARTER OF SECTION 29, TOWNSHIP 37 NORTH, RANGE 7 EAST OF THE THIRD PRINCIPAL MERIDIAN DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF THE SOUTHEAST QUARTER OF SAID SECTION 19; THENCE NORTH 01 DEGREES 13 MINUTES 53 SECONDS WEST, ALONG THE EAST LINE OF SAID SOUTHEAST QUARTER 310.20 FEET; THENCE WESTERLY PERPENDICULAR TO SAID EAST LINE 198.00 FEET; THENCE NORTH 16 DEGREES 23 MINUTES 58 SECONDS WEST, 862.81 FEET; THENCE NORTH 46 DEGREES 51 MINUTES 14 SECONDS EAST, 126.15 FEET; THENCE WESTERLY ALONG A NONTANGENTIAL CURVE TO THE RIGHT WITH A RADIUS OF 25.00 FEET AND A CHORD BEARING OF NORTH 86 DEGREES 29 MINUTES 53 SECONDS WEST, AN ARC LENGTH OF 40.71 FEET; THENCE NORTHWESTERLY ALONG A CURVE TO THE RIGHT WITH A RADIUS OF 950.00 FEET AND A CHORD BEARING OF NORTH 30 DEGREES 00 MINUTES 26 SECONDS WEST, AN ARC LENGTH OF 326.41 FEET; THENCE NORTH 67 DEGREES 35 MINUTES 57 SECONDS EAST, 243.73 FEET; THENCE SOUTHEASTERLY ALONG A NONTANGENTIAL CURVE TO THE LEFT WITH A RADIUS OF 500.00 FEET AND A CHORD BEARING OF SOUTH 31 DEGREES 07 MINUTES 50 SECONDS EAST, AN ARC LENGTH OF 209.70 FEET; THENCE SOUTH 43 DEGREES 08 MINUTES 45 SECONDS EAST, 52.80 FEET; THENCE NORTH 46 DEGREES 51 MINUTES 15 SECONDS EAST, 287.40 FEET; THENCE SOUTH 43 DEGREES 08 MINUTES 45 SECONDS EAST, 80.00 FEET; THENCE NORTH 46 DEGREES 51 MINUTES 15 SECONDS EAST, 162.29 FEET; THENCE NORTH 43 DEGREES 08 MINUTES 45 SECONDS WEST, 7.00 FEET; THENCE NORTH 46 DEGREES 51 MINUTES 15 SECONDS EAST, 60.76 FEET; THENCE NORTHEASTERLY ALONG A CURVE TO THE RIGHT WITH A RADIUS OF 367.00 FEET AND A CHORD BEARING OF NORTH 58 DEGREES 18 MINUTES 15 SECONDS EAST, AN ARC LENGTH OF 146.68 FEET; THENCE NORTH 69 DEGREES 45 MINUTES 15 SECONDS EAST, 121.97 FEET; THENCE NORTHEASTERLY ALONG A CURVE TO THE LEFT WITH A RADIUS OF 433.00 FEET AND A CHORD BEARING OF NORTH 37 DEGREES 51 MINUTES 31 SECONDS EAST, AN ARC LENGTH OF 482.09 FEET; THENCE NORTHEASTERLY ALONG A CURVE TO THE RIGHT WITH A RADIUS OF 25.00 FEET AND A CHORD BEARING OF NORTH 51 DEGREES 23 MINUTES 20 SECONDS EAST, AN ARC LENGTH OF 39.64 FEET; THENCE SOUTH 83 DEGREES 11 MINUTES 08 SECONDS EAST, 763.20 FEET; THENCE SOUTHEASTERLY ALONG A CURVE TO THE RIGHT WITH A RADIUS OF 367.00 FEET AND A CHORD BEARING OF SOUTH 57 DEGREES 07 MINUTES 07 SECONDS EAST, AN ARC LENGTH OF 333.94 FEET; THENCE SOUTH 31 DEGREES 03 MINUTES 05 SECONDS EAST, 123.11 FEET; THENCE SOUTH 58 DEGREES 56 MINUTES 55 SECONDS WEST, 7.00 FEET; THENCE SOUTHEASTERLY ALONG A NONTANGENTIAL CURVE TO THE LEFT WITH A CHI2_715664.1 RADIUS OF 440.00 FEET AND A CHORD BEARING OF SOUTH 42 DEGREES 20 MINUTES 40 SECONDS EAST, AN ARC LENGTH OF 173.45 FEET; THENCE NORTH 32 DEGREES 01 MINUTES 21 SECONDS EAST, 80.28 FEET; THENCE SOUTHEASTERLY ALONG A NONTANGENTIAL CURVE TO THE LEFT WITH A RADIUS OF 360.00 FEET AND A CHORD BEARING OF SOUTH 60 DEGREES 42 MINUTES 59 SECONDS EAST, AN ARC LENGTH OF 101.11 FEET; THENCE SOUTH 68 DEGREES 45 MINUTES 32 SECONDS EAST, 784.84 FEET TO THE CENTER LINE OF CANNONBALL TRAIL; THENCE SOUTH 21 DEGREES 40 MINUTES 31 SECONDS WEST, ALONG SAID CENTER LINE, 331.43 FEET; THENCE SOUTH 21 DEGREES 14 MINUTES 17 SECONDS WEST, ALONG SAID CENTER LINE, 1261.58 FEET; THENCE NORTH 68 DEGREES 45 MINUTES 43 SECONDS WEST, 48.00 FEET; THENCE SOUTH 21 DEGREES 14 MINUTES 17 WEST, 470.00 FEET; THENCE SOUTH 57 DEGREES 14 MINUTES 17 SECONDS WEST, 74.81 FEET TO THE NORTH LINE OF U.S. ROUTE 34; THENCE NORTH 85 DEGREES 32 MINUTES 10 SECONDS WEST ALONG SAID NORTH LINE, 1983.32 FEET TO THE WEST LINE OF THE NORTHWEST QUARTER OF SAID SECTION 29; THENCE NORTH 01 DEGREES 14 MINUTES 12 SECONDS WEST ALONG SAID WEST LINE, 378.99 FEET TO THE POINT OF BEGINNING, IN THE UNITED CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS, AND CONTAINING 143.40 ACRES OF LAND MORE OR LESS. PIN's 02-19-400-003 02-29-100-001 02-20-351-001 2 CH 12_715664.1 'ti (eol dikt ,c*,D • *�r o United City of Yorkville Memo t%te '" 800 Game Farm Road EST.IN ° 18361 Yorkville, Illinois 60560 Telephone: 630-553-4350 -p -I- p Fax: 630-553-7575 49 `.' 4LEXVI. Date: May 14, 2007 To: Mayor and City Council From: Lisa Pickering, Deputy Clerk Subject: Amended and Restated Bond Ordinance for Kendall Marketplace Attached you will find both clean and red-lined versions of the amended bond ordinance for Kendall Marketplace. The only change in the form of this bond ordinance from the one that you received in your packet on Thursday is on page 4. Language was added to clarify when the taxes would be collected. United City of Yorkville(Cannonball/Beecher Road Project) Page 1 of 2 Lisa Pickering From: Marinier, Stacy L. [SMarinier@foley.com] on behalf of Knight, Christopher N. [CKnight@foley.com] Sent: Monday, May 14, 2007 2:33 PM To: Ipickering@yorkville.il.us Subject: United City of Yorkville (Cannonball/Beecher Road Project) Attachments: WSComparison_#715664v1_CHI2_-Amended and Restated Bond Ordinance_Yorkville SSA 2007 Cannonball_Bee.DOC; United City of Yorkville-Certificate of Filing of Bond Ordinance A Amended.DOC; mended and Restated Bond Ordinance_Yorkville SSA 2007 Cannonball Beecher.DOC Lisa: Attached are clean and marked copies of the revised Amended and Restated Bond Ordinance and a filing Certificate relating to the Special Service Area No. 2006-113 Bonds. Please file a certified copy of the Bond Ordinance with the Kendall County Clerk and return the executed filing certificate to me by facsimile and overnight delivery. I would also like to receive copies of the Notice of tonight's special meeting and the minutes, as well as three certified copies of the Bond Ordinance. The only change in the form of Bond Ordinance I sent you last Thursday is language in Section 6 requested by the County Clerk relating to the timing of collection of taxes. Thanks for your help. Please call if you have any questions. «WSComparison_#715664v1_CH 12_-Amended and Restated Bond Ordinance_Yorkville SSA 2007 Cannonball_Beecher-#715664v2_CHI2_-Amended and Restated Bond Ordinance_Yorkville SSA 2007 Can.DOC>><<United City of Yorkville-Certificate of Filing of Bond Ordinance Amended.DOCri>><<Amended and Restated Bond Ordinance/Yorkville SSA 2007 Cannonball/Beecher.DOCrt>> Christopher N. Knight Foley&Lardner LLP 321 North Clark Street Suite 2800 Chicago, Illinois 60610-4764 Tel: 312-832-4515 Fax: 312-832-4700 cknight@foley.coin The preceding email message may be confidential or protected by the attorney-client privilege. It is not intended for transmission to, or receipt by, any unauthorized persons. If you have received this message in error,please (i)do not read it, (ii) reply to the sender that you received the message in error, and(iii) erase or destroy the message. Legal advice contained in the preceding message is solely for the benefit of the Foley&Lardner LLP client(s)represented by the Firm in the particular matter that is the subject of this message, and may not be relied upon by any other party. 5/14/2007 Rea_ U terSi /di° F&L DRAFT 05/14/07 UNITED CITY OF YORKVILLE KENDALL COUNTY STATE OF ILLINOIS ORDINANCE NUMBER 2007---41 AN AMENDED AND RESTATED ORDINANCE PROVIDING FOR ISSUANCE OF UNITED CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS SPECIAL SERVICE AREA NUMBER 2006-113 AD VALOREM TAX BONDS, SERIES 2007 (CANNONBALL/BEECHER ROAD PROJECT) ADOPTED BY THE CITY COUNCIL OF THE UNITED CITY OF YORKVILLE KENDALL COUNTY STATE OF ILLINOIS The 14th day of May, 2007 Published in pamphlet form by authority of the City Council of the United City of Yorkville, Kendall County, Illinois this 14th day of May, 2007. Document comparison done by Workshare DeltaView on Monday,May 14,2007 1:59:36 PM Input: Document 1 interwovenSitej/CHGODMS1/CHI2/715664/1 Document 2 interwovenSiteJ/CHGODMS1/CHI2/715664/2 Rendering set CNK Preference strike through deletions shaded additions CH 12_715661.1715664.2 CHIC_1444181.1 ORDINANCE NO. 2007---41 AN AMENDED AND RESTATED ORDINANCE PROVIDING FOR ISSUANCE OF UNITED CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS SPECIAL SERVICE AREA NUMBER 2006-113 AD VALOREM TAX BONDS, SERIES 2007 (CANNONBALL/BEECHER ROAD PROJECT) 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"City") as follows: a. The City has previously established Special Service Area Number 2006- 113 described more fully in Exhibit A to this Ordinance (the "Special Service Area") pursuant to Ordinance Number 2007-26 adopted on March 13, 2007 (the `Establishing Ordinance"), the provisions of the Special Service Area Tax Law, 35 ILCS 200/27-5 et sem., 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 is necessary and in the best interests of the City to provide at this time special services benefiting the Special Service Area 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 Area (the "Special Services"). The City presently estimates the total cost of these Special Services together with costs of borrowing money for that purpose, funding administrative expenses and providing for necessary debt service reserves and capitalized interest (collectively, the "Costs of the Special Services") to be approximately$15,000,000. c. The City does not have sufficient funds on hand or available from other sources with which to pay the costs of the Special Services. d. It is in the best interests of the City to issue not to exceed $15,000,000 principal amount of its Special Service Area Number 2006-113 Ad Valorem Tax Bonds, Series 2007 (Cannonball/Beecher Road Project) (the "Bonds") as provided in this Ordinance, to pay or provide funds for a portion of the Costs of the Special Services. CH 12_715661.1715664.2 CHIC_1444181.1 e. The borrowing of the sum of not to exceed $15,000,000 and the issuance of the Bonds in that amount are for purposes constituting special services in the Special Service Area under the Special Service Area Act. f. 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 Area, the issuance of the Bonds for the purpose of paying the costs of the Special Services and the manner in which the Bonds are proposed to be retired and the proposed tax levy, was held on October 3, 2006 at 7:00 p.m. No objection petition has been filed with respect to the establishment of the Special Service Area or the issuance of the Bonds within the period of time allowed pursuant to the Special Service Area Act. g. The City previously adopted Ordinance Number 2007-27 (the "Prior Ordinance") on March 27, 2007 authorizing the issuance of the Bonds in an amount not to exceed $12,500,000. h. It has become necessary to amend and restate the Prior Ordinance to authorize the issuance of the Bonds in an amount not to exceed $15,000,000. Section 2. Issuance of Bonds. The City shall borrow the sum of not to exceed $15,000,000 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 Number 2006-113 Ad Valorem Tax Bonds, Series 2007 (Cannonball/Beecher Road Project)," and shall be issued for the purpose of providing a portion of the funds needed for 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 semc. (the"Debt Act"). 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 The Bank of New York Trust Company, N.A., as Trustee, to be dated as of April 1, 2007, which form of Indenture is attached as Exhibit B to this Ordinance; b. a form of Bond Purchase Agreement (the "Bond Purchase Agreement") among the City, William Blair & Company, L.L.C., as Underwriter (the "Underwriter"), and Cannonball LLC (the "Developer") 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 Development Agreement between the Developer and the City, which form of Development Agreement is attached as Exhibit D to this Ordinance; and d. a form of the preliminary Limited Offering Memorandum (the "Limited Offering Memorandum") used by the Underwriter in its initial offering of the Bonds, which form of Limited Offering Memorandum is attached as Exhibit E to this Ordinance. 2 CH 12715661.1715664.2 CHIC__1444181.1 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 Limited Offering Memorandum in substantially the form of the preliminary Limited Offering Memorandum presented hereto with such changes, additions or deletions as they deem appropriate to reflect the final terms of the Bonds, the Indenture and other matters. Section 4. Bond Terms. The Bonds shall be issued as provided in the Indenture and shall be issued in the principal amount of not to exceed $15,000,000, shall be dated, shall mature, shall bear interest at the rates (not to exceed in any year seven percent (7%) 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 of not to exceed 2% 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. 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 3 CHI271566,1.1715664.2 CHIC__1444181.1 signature shall nevertheless be valid and sufficient for all purposes, the same as if the officer had remained in office until delivery. 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; Levy of Ad Valorem Tax; Pledge. The Bonds shall constitute limited obligations of the City, payable from the Ad Valorem 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 Ad Valorem Taxes upon all taxable real property within the Special Service Area sufficient to pay and discharge the principal of and interest on the Bonds at maturity or mandatory sinking fund redemption dates and to pay interest on the Bonds for each year at the interest rates to be set forth in Section 2.3 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 including specifically the following amounts for the following years, in each case to be collected in the next succeeding year(the"Ad Valorem Taxes"): An Amount Sufficient Year of Levy to Produce the Sum of: 2008 $ 856,750.00 2009 951,750.00 2010 961,287.50 2011 1,094,962.50 2012 1,160,587.50 2013 1,206,612.50 2014 1,243,900.00 2015 1,277,737.50 2016 1,298,125.00 2017 1,335,637.50 2018 1,369,125.00 2019 1,393,587.50 2020 1,414,312.50 2021 1,431,300.00 2022 1,454,550.00 2023 1,468,487.50 2024 1,488,400.00 2025 1,518,712.50 2026 4,203,562.50 4 CH I2_715661.1715664.2 CHIC_1444181.1 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 Ad Valorem Taxes levied as provided above shall be deposited in the Debt Service 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 4.3 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: 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 Ad Valorem Taxes imposed by or pursuant to this Ordinance; b. it will not take any action which would adversely affect the levy, extension, collection and application of the Ad Valorem Taxes; and c. it will comply with all present and future laws concerning the levy, extension and collection of the Ad Valorem 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 Required Reserve and it will take all actions necessary to assure the timely collection of the Ad Valorem Taxes, including without limitation, the enforcement of any delinquent Ad Valorem Taxes as described in paragraph (a)above. 5 CH 12715664.1715664.2 CHIC__1444181.1 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 Bonds shall not constitute arbitrage bonds as defined in Section 7 above. Section 9. 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 10. 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 11. 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. Taxes levied pursuant to the Prior Ordinance are hereby abated in their entirety. The City Clerk shall cause this Ordinance to be published in pamphlet form. This Ordinance is passed as an emergency measure, as it is urgent that this Ordinance become effective to permit the immediate issuance of the Bonds and the use of proceeds of the Bonds to pay expenses which are presently due and payable. Therefore, this Ordinance shall be in full force and effect immediately upon passage and approval,provided it is passed by the affirmative vote of at least two-thirds of the members of the City Council. This Ordinance shall be effective upon its passage and publication as provided by law. PASSED BY THE CITY COUNCIL OF THE UNITED CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS this 14t day of May, 2007. VOTING AYE: VOTING NAY: ABSENT: ABSTAINED: NOT VOTING: APPROVED: Mayor ATTEST: City Clerk 6 CHI2715661.1715664.2 CHIC__1444181.1 Exhibit A UNITED CITY OF YORKVILLE SPECIAL SERVICE AREA NUMBER 2006-113 Legal Description of Property THAT PART OF THE SOUTHEAST QUARTER OF SECTION 19, PART OF THE SOUTH HALF OF SECTION 20 AND PART OF THE NORTHWEST QUARTER OF SECTION 29, TOWNSHIP 37 NORTH, RANGE 7 EAST OF THE THIRD PRINCIPAL MERIDIAN DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF THE SOUTHEAST QUARTER OF SAID SECTION 19; THENCE NORTH 01 DEGREES 13 MINUTES 53 SECONDS WEST, ALONG THE EAST LINE OF SAID SOUTHEAST QUARTER 310.20 FEET; THENCE WESTERLY PERPENDICULAR TO SAID EAST LINE 198.00 FEET; THENCE NORTH 16 DEGREES 23 MINUTES 58 SECONDS WEST, 862.81 FEET; THENCE NORTH 46 DEGREES 51 MINUTES 14 SECONDS EAST, 126.15 FEET; THENCE WESTERLY ALONG A NONTANGENTIAL CURVE TO THE RIGHT WITH A RADIUS OF 25.00 FEET AND A CHORD BEARING OF NORTH 86 DEGREES 29 MINUTES 53 SECONDS WEST, AN ARC LENGTH OF 40.71 FEET; THENCE NORTHWESTERLY ALONG A CURVE TO THE RIGHT WITH A RADIUS OF 950.00 FEET AND A CHORD BEARING OF NORTH 30 DEGREES 00 MINUTES 26 SECONDS WEST, AN ARC LENGTH OF 326.41 FEET; THENCE NORTH 67 DEGREES 35 MINUTES 57 SECONDS EAST, 243.73 FEET; THENCE SOUTHEASTERLY ALONG A NONTANGENTIAL CURVE TO THE LEFT WITH A RADIUS OF 500.00 FEET AND A CHORD BEARING OF SOUTH 31 DEGREES 07 MINUTES 50 SECONDS EAST, AN ARC LENGTH OF 209.70 FEET; THENCE SOUTH 43 DEGREES 08 MINUTES 45 SECONDS EAST, 52.80 FEET; THENCE NORTH 46 DEGREES 51 MINUTES 15 SECONDS EAST, 287.40 FEET; THENCE SOUTH 43 DEGREES 08 MINUTES 45 SECONDS EAST, 80.00 FEET; THENCE NORTH 46 DEGREES 51 MINUTES 15 SECONDS EAST, 162.29 FEET; THENCE NORTH 43 DEGREES 08 MINUTES 45 SECONDS WEST, 7.00 FEET; THENCE NORTH 46 DEGREES 51 MINUTES 15 SECONDS EAST, 60.76 FEET; THENCE NORTHEASTERLY ALONG A CURVE TO THE RIGHT WITH A RADIUS OF 367.00 FEET AND A CHORD BEARING OF NORTH 58 DEGREES 18 MINUTES 15 SECONDS EAST, AN ARC LENGTH OF 146.68 FEET; THENCE NORTH 69 DEGREES 45 MINUTES 15 SECONDS EAST, 121.97 FEET; THENCE NORTHEASTERLY ALONG A CURVE TO THE LEFT WITH A RADIUS OF 433.00 FEET AND A CHORD BEARING OF NORTH 37 DEGREES 51 MINUTES 31 SECONDS EAST, AN ARC LENGTH OF 482.09 FEET; THENCE NORTHEASTERLY ALONG A CURVE TO THE RIGHT WITH A RADIUS OF 25.00 FEET AND A CHORD BEARING OF NORTH 51 DEGREES 23 MINUTES 20 SECONDS EAST, AN ARC LENGTH OF 39.64 FEET; THENCE SOUTH 83 DEGREES 11 MINUTES 08 SECONDS EAST, 763.20 FEET; THENCE SOUTHEASTERLY ALONG A CURVE TO THE RIGHT WITH A RADIUS OF 367.00 FEET AND A CHORD BEARING OF SOUTH 57 DEGREES 07 MINUTES 07 SECONDS EAST, AN ARC LENGTH OF 333.94 FEET; THENCE SOUTH 31 DEGREES 03 MINUTES 05 SECONDS EAST, 123.11 FEET; THENCE SOUTH 58 DEGREES 56 MINUTES 55 SECONDS WEST, 7.00 FEET; THENCE SOUTHEASTERLY ALONG A NONTANGENTIAL CURVE TO THE LEFT WITH A CI-112 715661.1715664.2 CHIC_1444181.1 RADIUS OF 440.00 FEET AND A CHORD BEARING OF SOUTH 42 DEGREES 20 MINUTES 40 SECONDS EAST, AN ARC LENGTH OF 173.45 FEET; THENCE NORTH 32 DEGREES 01 MINUTES 21 SECONDS EAST, 80.28 FEET; THENCE SOUTHEASTERLY ALONG A NONTANGENTIAL CURVE TO THE LEFT WITH A RADIUS OF 360.00 FEET AND A CHORD BEARING OF SOUTH 60 DEGREES 42 MINUTES 59 SECONDS EAST, AN ARC LENGTH OF 101.11 FEET; THENCE SOUTH 68 DEGREES 45 MINUTES 32 SECONDS EAST, 784.84 FEET TO THE CENTER LINE OF CANNONBALL TRAIL; THENCE SOUTH 21 DEGREES 40 MINUTES 31 SECONDS WEST, ALONG SAID CENTER LINE, 331.43 FEET; THENCE SOUTH 21 DEGREES 14 MINUTES 17 SECONDS WEST, ALONG SAID CENTER LINE, 1261.58 FEET; THENCE NORTH 68 DEGREES 45 MINUTES 43 SECONDS WEST, 48.00 FEET; THENCE SOUTH 21 DEGREES 14 MINUTES 17 WEST, 470.00 FEET; THENCE SOUTH 57 DEGREES 14 MINUTES 17 SECONDS WEST, 74.81 FEET TO THE NORTH LINE OF U.S. ROUTE 34; THENCE NORTH 85 DEGREES 32 MINUTES 10 SECONDS WEST ALONG SAID NORTH LINE, 1983.32 FEET TO THE WEST LINE OF THE NORTHWEST QUARTER OF SAID SECTION 29; THENCE NORTH 01 DEGREES 14 MINUTES 12 SECONDS WEST ALONG SAID WEST LINE, 378.99 FEET TO THE POINT OF BEGINNING, IN THE UNITED CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS, AND CONTAINING 143.40 ACRES OF LAND MORE OR LESS. PIN's 02-19-400-003 02-29-100-001 02-20-351-001 2 CH 12_715661.1715664.2 CHIC_1444181.1 Legend: Insertion Deletion Moved from Moved to Style change Format change Inserted cell Deleted cell Moved cell Split/Merged cell Padding cell Statistics: Count Insertions 8 Deletions 7 Moved from 0 Moved to 0 Style change 0 Format changed 0 Total changes 15 CHIC_1444181.1 a � Nan viersi , UNITED CITY OF YORKVILLE KENDALL COUNTY STATE OF ILLINOIS ORDINANCE NUMBER 2007-41 AN AMENDED AND RESTATED ORDINANCE PROVIDING FOR ISSUANCE OF UNITED CITY OF YORKVILLE,KENDALL COUNTY, ILLINOIS SPECIAL SERVICE AREA NUMBER 2006-113 AD VALOREM TAX BONDS, SERIES 2007 (CANNONBALL/BEECHER ROAD PROJECT) ADOPTED BY THE CITY COUNCIL OF THE UNITED CITY OF YORKVILLE KENDALL COUNTY STATE OF ILLINOIS The 14th day of May, 2007 Published in pamphlet form by authority of the City Council of the United City of Yorkville, Kendall County, Illinois this 14th day of May, 2007. CHI2_715664.2 ORDINANCE NO. 2007-41 AN AMENDED AND RESTATED ORDINANCE PROVIDING FOR ISSUANCE OF UNITED CITY OF YORKVILLE,KENDALL COUNTY, ILLINOIS SPECIAL SERVICE AREA NUMBER 2006-113 AD VALOREM TAX BONDS, SERIES 2007 (CANNONBALL/BEECHER ROAD PROJECT) 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"City") as follows: a. The City has previously established Special Service Area Number 2006- 113 described more fully in Exhibit A to this Ordinance (the "Special Service Area") pursuant to Ordinance Number 2007-26 adopted on March 13, 2007 (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 is necessary and in the best interests of the City to provide at this time special services benefiting the Special Service Area 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 Area (the "Special Services"). The City presently estimates the total cost of these Special Services together with costs of borrowing money for that purpose, funding administrative expenses and providing for necessary debt service reserves and capitalized interest (collectively, the "Costs of the Special Services")to be approximately$15,000,000. c. The City does not have sufficient funds on hand or available from other sources with which to pay the costs of the Special Services. d. It is in the best interests of the City to issue not to exceed $15,000,000 principal amount of its Special Service Area Number 2006-113 Ad Valorem Tax Bonds, Series 2007 (Cannonball/Beecher Road Project) (the "Bonds") as provided in this Ordinance, to pay or provide funds for a portion of the Costs of the Special Services. CH 12_715664.2 e. The borrowing of the sum of not to exceed $15,000,000 and the issuance of the Bonds in that amount are for purposes constituting special services in the Special Service Area under the Special Service Area Act. f. 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 Area, the issuance of the Bonds for the purpose of paying the costs of the Special Services and the manner in which the Bonds are proposed to be retired and the proposed tax levy, was held on October 3, 2006 at 7:00 p.m. No objection petition has been filed with respect to the establishment of the Special Service Area or the issuance of the Bonds within the period of time allowed pursuant to the Special Service Area Act. g. The City previously adopted Ordinance Number 2007-27 (the "Prior Ordinance") on March 27, 2007 authorizing the issuance of the Bonds in an amount not to exceed $12,500,000. h. It has become necessary to amend and restate the Prior Ordinance to authorize the issuance of the Bonds in an amount not to exceed $15,000,000. Section 2. Issuance of Bonds. The City shall borrow the sum of not to exceed $15,000,000 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 Number 2006-113 Ad Valorem Tax Bonds, Series 2007 (Cannonball/Beecher Road Project)," and shall be issued for the purpose of providing a portion of the funds needed for 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 seg. (the"Debt Act"). 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 The Bank of New York Trust Company, N.A., as Trustee, to be dated as of April 1, 2007, which form of Indenture is attached as Exhibit B to this Ordinance; b. a form of Bond Purchase Agreement (the "Bond Purchase Agreement") among the City, William Blair & Company, L.L.C., as Underwriter (the "Underwriter"), and Cannonball LLC (the "Developer") 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 Development Agreement between the Developer and the City, which form of Development Agreement is attached as Exhibit D to this Ordinance; and d. a form of the preliminary Limited Offering Memorandum (the "Limited Offering Memorandum") used by the Underwriter in its initial offering of the Bonds, which form of Limited Offering Memorandum is attached as Exhibit E to this Ordinance. 2 CHI2_715664.2 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 Limited Offering Memorandum in substantially the form of the preliminary Limited Offering Memorandum presented hereto with such changes, additions or deletions as they deem appropriate to reflect the final terms of the Bonds,the Indenture and other matters. Section 4. Bond Terms. The Bonds shall be issued as provided in the Indenture and shall be issued in the principal amount of not to exceed $15,000,000, shall be dated, shall mature, shall bear interest at the rates (not to exceed in any year seven percent (7%) 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 of not to exceed 2% 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. 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 3 CHI2_715664.2 signature shall nevertheless be valid and sufficient for all purposes, the same as if the officer had remained in office until delivery. 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; Levy of Ad Valorem Tax; Pledge. The Bonds shall constitute limited obligations of the City, payable from the Ad Valorem 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 Ad Valorem Taxes upon all taxable real property within the Special Service Area sufficient to pay and discharge the principal of and interest on the Bonds at maturity or mandatory sinking fund redemption dates and to pay interest on the Bonds for each year at the interest rates to be set forth in Section 2.3 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 including specifically the following amounts for the following years, in each case to be collected in the next succeeding year(the"Ad Valorem Taxes"): An Amount Sufficient Year of Levy to Produce the Sum of: 2008 $ 856,750.00 2009 951,750.00 2010 961,287.50 2011 1,094,962.50 2012 1,160,587.50 2013 1,206,612.50 2014 1,243,900.00 2015 1,277,737.50 2016 1,298,125.00 2017 1,335,637.50 2018 1,369,125.00 2019 1,393,587.50 2020 1,414,312.50 2021 1,431,300.00 2022 1,454,550.00 2023 1,468,487.50 2024 1,488,400.00 2025 1,518,712.50 2026 4,203,562.50 4 CHI2_715664.2 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 Ad Valorem Taxes levied as provided above shall be deposited in the Debt Service 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 4.3 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: 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 Ad Valorem Taxes imposed by or pursuant to this Ordinance; b. it will not take any action which would adversely affect the levy, extension, collection and application of the Ad Valorem Taxes; and c. it will comply with all present and future laws concerning the levy, extension and collection of the Ad Valorem 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 Required Reserve and it will take all actions necessary to assure the timely collection of the Ad Valorem Taxes, including without limitation, the enforcement of any delinquent Ad Valorem Taxes as described in paragraph(a) above. 5 CH 12_715664.2 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 Bonds shall not constitute arbitrage bonds as defined in Section 7 above. Section 9. 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 10. 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 11. 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. Taxes levied pursuant to the Prior Ordinance are hereby abated in their entirety. The City Clerk shall cause this Ordinance to be published in pamphlet form. This Ordinance is passed as an emergency measure, as it is urgent that this Ordinance become effective to permit the immediate issuance of the Bonds and the use of proceeds of the Bonds to pay expenses which are presently due and payable. Therefore, this Ordinance shall be in full force and effect immediately upon passage and approval, provided it is passed by the affirmative vote of at least two-thirds of the members of the City Council. This Ordinance shall be effective upon its passage and publication as provided by law. PASSED BY THE CITY COUNCIL OF THE UNITED CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS this 14th day of May, 2007. VOTING AYE: VOTING NAY: ABSENT: ABSTAINED: NOT VOTING: APPROVED: Mayor ATTEST: City Clerk 6 CHI2_715664.2 Exhibit A UNITED CITY OF YORKVILLE SPECIAL SERVICE AREA NUMBER 2006-113 Legal Description of Property THAT PART OF THE SOUTHEAST QUARTER OF SECTION 19, PART OF THE SOUTH HALF OF SECTION 20 AND PART OF THE NORTHWEST QUARTER OF SECTION 29, TOWNSHIP 37 NORTH, RANGE 7 EAST OF THE THIRD PRINCIPAL MERIDIAN DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF THE SOUTHEAST QUARTER OF SAID SECTION 19; THENCE NORTH 01 DEGREES 13 MINUTES 53 SECONDS WEST, ALONG THE EAST LINE OF SAID SOUTHEAST QUARTER 310.20 FEET; THENCE WESTERLY PERPENDICULAR TO SAID EAST LINE 198.00 FEET; THENCE NORTH 16 DEGREES 23 MINUTES 58 SECONDS WEST, 862.81 FEET; THENCE NORTH 46 DEGREES 51 MINUTES 14 SECONDS EAST, 126.15 FEET; THENCE WESTERLY ALONG A NONTANGENTIAL CURVE TO THE RIGHT WITH A RADIUS OF 25.00 FEET AND A CHORD BEARING OF NORTH 86 DEGREES 29 MINUTES 53 SECONDS WEST, AN ARC LENGTH OF 40.71 FEET; THENCE NORTHWESTERLY ALONG A CURVE TO THE RIGHT WITH A RADIUS OF 950.00 FEET AND A CHORD BEARING OF NORTH 30 DEGREES 00 MINUTES 26 SECONDS WEST, AN ARC LENGTH OF 326.41 FEET; THENCE NORTH 67 DEGREES 35 MINUTES 57 SECONDS EAST, 243.73 FEET; THENCE SOUTHEASTERLY ALONG A NONTANGENTIAL CURVE TO THE LEFT WITH A RADIUS OF 500.00 FEET AND A CHORD BEARING OF SOUTH 31 DEGREES 07 MINUTES 50 SECONDS EAST, AN ARC LENGTH OF 209.70 FEET; THENCE SOUTH 43 DEGREES 08 MINUTES 45 SECONDS EAST, 52.80 FEET; THENCE NORTH 46 DEGREES 51 MINUTES 15 SECONDS EAST, 287.40 FEET; THENCE SOUTH 43 DEGREES 08 MINUTES 45 SECONDS EAST, 80.00 FEET; THENCE NORTH 46 DEGREES 51 MINUTES 15 SECONDS EAST, 162.29 FEET; THENCE NORTH 43 DEGREES 08 MINUTES 45 SECONDS WEST, 7.00 FEET; THENCE NORTH 46 DEGREES 51 MINUTES 15 SECONDS EAST, 60.76 FEET; THENCE NORTHEASTERLY ALONG A CURVE TO THE RIGHT WITH A RADIUS OF 367.00 FEET AND A CHORD BEARING OF NORTH 58 DEGREES 18 MINUTES 15 SECONDS EAST, AN ARC LENGTH OF 146.68 FEET; THENCE NORTH 69 DEGREES 45 MINUTES 15 SECONDS EAST, 121.97 FEET; THENCE NORTHEASTERLY ALONG A CURVE TO THE LEFT WITH A RADIUS OF 433.00 FEET AND A CHORD BEARING OF NORTH 37 DEGREES 51 MINUTES 31 SECONDS EAST, AN ARC LENGTH OF 482.09 FEET; THENCE NORTHEASTERLY ALONG A CURVE TO THE RIGHT WITH A RADIUS OF 25.00 FEET AND A CHORD BEARING OF NORTH 51 DEGREES 23 MINUTES 20 SECONDS EAST, AN ARC LENGTH OF 39.64 FEET; THENCE SOUTH 83 DEGREES 11 MINUTES 08 SECONDS EAST, 763.20 FEET; THENCE SOUTHEASTERLY ALONG A CURVE TO THE RIGHT WITH A RADIUS OF 367.00 FEET AND A CHORD BEARING OF SOUTH 57 DEGREES 07 MINUTES 07 SECONDS EAST, AN ARC LENGTH OF 333.94 FEET; THENCE SOUTH 31 DEGREES 03 MINUTES 05 SECONDS EAST, 123.11 FEET; THENCE SOUTH 58 DEGREES 56 MINUTES 55 SECONDS WEST, 7.00 FEET; THENCE SOUTHEASTERLY ALONG A NONTANGENTIAL CURVE TO THE LEFT WITH A CHI2_715664.2 RADIUS OF 440.00 FEET AND A CHORD BEARING OF SOUTH 42 DEGREES 20 MINUTES 40 SECONDS EAST, AN ARC LENGTH OF 173.45 FEET; THENCE NORTH 32 DEGREES 01 MINUTES 21 SECONDS EAST, 80.28 FEET; THENCE SOUTHEASTERLY ALONG A NONTANGENTIAL CURVE TO THE LEFT WITH A RADIUS OF 360.00 FEET AND A CHORD BEARING OF SOUTH 60 DEGREES 42 MINUTES 59 SECONDS EAST, AN ARC LENGTH OF 101.11 FEET; THENCE SOUTH 68 DEGREES 45 MINUTES 32 SECONDS EAST, 784.84 FEET TO THE CENTER LINE OF CANNONBALL TRAIL; THENCE SOUTH 21 DEGREES 40 MINUTES 31 SECONDS WEST, ALONG SAID CENTER LINE, 331.43 FEET; THENCE SOUTH 21 DEGREES 14 MINUTES 17 SECONDS WEST, ALONG SAID CENTER LINE, 1261.58 FEET; THENCE NORTH 68 DEGREES 45 MINUTES 43 SECONDS WEST, 48.00 FEET; THENCE SOUTH 21 DEGREES 14 MINUTES 17 WEST, 470.00 FEET; THENCE SOUTH 57 DEGREES 14 MINUTES 17 SECONDS WEST, 74.81 FEET TO THE NORTH LINE OF U.S. ROUTE 34; THENCE NORTH 85 DEGREES 32 MINUTES 10 SECONDS WEST ALONG SAID NORTH LINE, 1983.32 FEET TO THE WEST LINE OF THE NORTHWEST QUARTER OF SAID SECTION 29; THENCE NORTH 01 DEGREES 14 MINUTES 12 SECONDS WEST ALONG SAID WEST LINE, 378.99 FEET TO THE POINT OF BEGINNING, IN THE UNITED CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS, AND CONTAINING 143.40 ACRES OF LAND MORE OR LESS. PIN'S 02-19-400-003 02-29-100-001 02-20-351-001 2 CH 12_715664.2