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
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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
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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
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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.
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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
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