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Administration Packet 2003 06-12-03
ce,© cir. United City of Yorkville 'Ai i County Seat of Kendall County EST.grw ` 1836 800 Game Farm Road � Cl) Yorkville, Illinois 60560 0 0 Vis..\ 0 Phone:630-553-4350 �,f„ x«..A . �2 Fax:630-553-7575 v ELLE N‘' AGENDA ADMINISTRATION COMMITTEE MEETING THURSDAY, June 12, 2003 6:30 P.M. CITY CONFERENCE ROOM Revised: 6/10/03 Presentation: Kevin McKenna, Speer Financial - 2003 - 2004 Financing Plan A. Debt Certificate - 4.8 Million Water Improvements B. Fiscal Impact Analysis - Grande Reserve C. SSA Updates 1. Windett Ridge 2. North Raintree Village (f'k/a The Highlands) 3. South Raintree Village (f/k/a The Highlands) 4. Grande Reserve Old Business: 1. Minutes for Approval/Correction: March 13, 2003 2. Water Accounts - Update 3. New Entry Way Sign - Update 4. Engineering Assistant - Review Revised Job Description 5. City Engineer - Review Revised Job Description 6. Copier Proposals - Review New Business: 1. Emergency Check Signer - City Administrator 2. Proposal for Brownfield's Redevelopment Grant Application 3. Connection Fee Analysis for the Water Works System 4. Thomas Alarm Systems Proposal for City Hall Remodel - Equipment Installation 5. Ordinance Declaring Compliance with Prevailing Wage Act 6. Senior Citizen Refuse Rate Proposal Page 2 Administration Committee June 12, 2003 New Business (con't): 7. Furniture/Office Equipment RFP Specifications for City Hall/Police Dept. Buildout 8. Web Site - Update 9. PTW - Name Change Update 10. Utility Audit Proposal 11. Project Financial Tracking Worksheet - For Information Only 12. Administration Office Staff- Proposal Additional Business: (i.:1) C/7.). 0 United City of Yorkville County Seat of Kendall County EST. 1836 800 Game Farm Road -------- - d) Yorkville, Illinois 60560 Q �� ! 4�\ Q Phone:630-553-4350 t. K.d. . Fax:630-553-7575 AGENDA ADMINISTRATION COMMITTEE MEETING THURSDAY, June 12, 2003 6:30 P.M. CITY CONFERENCE ROOM Presentation: Kevin McKenna, Speer Financial - 2003 - 2004 Financing Plan A. Debt Certificate - 4.8 Million Water Improvements B. Fiscal Impact Analysis - Grande Reserve C. SSA Updates 1. Windett Ridge 2. North Raintree Village (f/k/a The Highlands) 3. South Raintree Village (f/k/a The Highlands) 4. Grande Reserve Old Business: 1. Minutes for Approval/Correction: March 13, 2003 2. Water Accounts - Update 3. New Entry Way Sign - Update 4. Engineering Assistant - Review Revised Job Description 5. City Engineer - Review Revised Job Description 6. Copier Proposals - Review New Business: 1. Emergency Check Signer - City Administrator 2. Proposal for Brownfield's Redevelopment Grant Application 3. Connection Fee Analysis for the Water Works System 4. Thomas Alarm Systems Proposal for City Hall Remodel - Equipment Installation 5. Ordinance Declaring Compliance with Prevailing Wage Act 6. Senior Citizen Refuse Rate Proposal 7. Furniture/Office Equipment RFP Specifications for City Hall/Police Dept. Buildout Page 2 Administration Committee June 12, 2003 New Business (con't): 8. Web Site - Update 9. PTW - Name Change Update 10. Utility Audit Proposal 11. Project Financial Tracking Worksheet - For Information Only Additional Business: Page lof15 UNITED CITY OF YORKVILLE ADMINISTRATION COMMITTEE MEETING DRAFT THURSDAY,MARCH 13,2003 6:30 P.M. In Attendance: Mayor Art Prochaska(in at 7:45 p.m.) Alderman Paul James Alderwoman Rose Spears Alderwoman Valerie Burd City Administrator Tony Graff(in at 7:00 p.m.) Guests: Public Works Director Eric Dhuse (left at 8:30) Park &Recreation Director Laura Brown Bill Powel City Treasurer Bob Allen Andrew Clements from Web Links PRESENTATION: WEBLINX PRESENTATION BY ANDY CLEMENTS Alderwoman Valerie Burd introduced Weblinx's Andy Clements and mentioned that she had first met Mr. Clements at Waubonsee. She said that she had the opportunity to become familiar with his work and that he is interested in doing work for the City of Yorkville. Mr. Clements has done work for Oswego, St. Charles, Speaker of the House Dennis Hastert, and others. Mr. Clements stated that he has done web sites for nearly all the communities in Kendall County. He said that he works closely with the Yorkville Economic Development Corporation and also the Yorkville Chamber of Commerce. He said that the Yorkville City Web Site is not the greatest. He felt that either the Economical Site or City of Yorkville Site would not be the first stop for corporate executives who are looking to locate their businesses in Kendall County. He mentioned that Oswego has taken advantage of his services through the web site. Mr. Clements stated that one issue he would like to address is the overall design of the Yorkville City Web Site. He referred to the handouts and asked the committee if they had compared the Yorkville City Web Site to other towns such as Oswego or Geneva. He felt that the City web site was an area that could use some improvement;to be able to be at the same levels with the other communities in the area. He said that they had revised the Montgomery Illinois Web Site and also their Economical Program. He said that the town of Montgomery was behind up until a couple of years ago. One of the goals for Montgomery was to build a web site that was residentially friendly. He mentioned that the Kendall County Record quoted that the Montgomery Web Site was the most user friendly web site in the state of Illinois. Mr. Clements stated that he is currently working on the 2''handout, which is the revision for the Yorkville Economical Development Corp. that is scheduled to be launched next week. He thought as long as they were working on that project,that the committee might consider a proposal from Web Link to re-map the Yorkville City Web Site. He felt it would add a real service entity not only for the residents but also potential residents and businesses looking to come into the community. He made mention of the list he prepared to show his work. Aldenvoman Burd mentioned that the costs were very reasonable. • Page 2 of 15 Aldenvoman Rose Spears asked if the system quit running or if it would not link properly, if he could be directly reached. Mr. Clements said yes. He should be able to deal with any of those types of problems without having to come out; they can be dealt with from their facility. Mr. Clements mentioned that with Oswego and Montgomery,they were able to get all City employees and trustees on their e-mail system. That's all part of the hosting, so they all have their own personalized e-mail through a web-based interface. Mr. Clements mentioned that Weblinx offers a service to get rid of any unofficial entities that might interfere with the City Web Site. Alderman Paul James asked about the updating of the sites, specifically for the Police Department. Mr. Clements said that as in Oswego,there are certain areas of the web site where an employee can go through a web base, and post things automatically without having to know any special coding skills. He said that he also offers a couple of retainer or maintenance programs where if some of the more complicated work needs to be done, it could be e-mailed to him and he could hard code anything that needs to be done. Park and Recreation Director Laura Brown asked if he could line-route information from Yorkville to a specific person. Mr. Clements said that it could be routed to anybody it is just a standard e-mail colony. Mrs. Brown asked if there was a maximum on the e-mail web base accounts. He said no, it can be as many as you want. Mrs. Brown asked who manages the e-mail accounts. Mr. Clements said that for the Village of Oswego he had about 15 employees sign a disclosure agreement. That way he would have a contract in case anyone who would leave their position could not take any information with them. Mrs. Brown added that this way if an employee were to be fired, you would call the web-based host and ask to block any e-mail coining or going to the former employee. Mr. Clements defined some of the job services: 1) 100 MB of storage—a typical client uses about 5-10 mbs per storage,he does not anticipate going above that. 2) Unique IP Address—it is a virtual address that shares throughout a hundred different sites, and share the same IP address. 3) 5,000MB of throughput per month -this is important because it is the amount of data transfer. They have never had anyone exceed 5, 0000 MB. 4) Unlimited POP E-mail Accounts &Forwarding -simply means the amount of e-mail accounts would be unlimited. 5) FREE Web Based Mail -if you are on the road and do not have access to an e-mail client, by going to the web browser and typing in mail.weblinxinc.com and user name and password, it will work just like Outlook Express. Alderwoman Burd asked if people would be able to pay their water bills through the e-mail system. Mr. Clements said that the website would have to be E-Commerce capable which there is web based packets that can be purchased for that. Mrs. Brown mentioned that there is a contract that should be coming soon for a DSL connection. Once the connection is made into the office then the AOL accounts can be eliminate and there would be an immediate DSL connection and it would be on line all the time. Employees would be able to e-mail each other without having to go through AOL. Page 3 of 15 Alderman Paul James asked how many e-mail accounts the City currently has. Mrs. Pleckham said there are 8 accounts. Alderwoman Spears felt that the committee should seriously consider Weblinx plan. She felt it would be a good for growth. She said that she had browsed many of these Web Sites and was very impressed with Mr. Clements work. Mrs. Brown asked if Mr. Clements could set up e-mail based application for templates that people could fill out an e-mail back to us. Mr. Clements said that he could. Alderwoman Burd added that they could also do questionnaires. Mrs.Pleckham said that another one of their goals is to get City Ordinances on line as well. Mrs. Brown mentioned that without E-Commerce that they would not be able to do Money Exchange because it is a huge liability. Alderwoman Spears asked that if Weblinx does put City Ordinances on line and/or surveys, if they would be additional charges. Mr. Clements said that it would usually be done in a PDF file if the City wanted to do HTML. Mrs. Brown asked about links and where they would get access to them. Mr. Clements said that he likes to get linked to the local sites and that he keywords the site so that it comes up as number I on the search engines for anything that they feel would be useful. Mrs. Brown asked how many search engines are used. Mr. Clements said there were over a hundred. Mrs. Brown asked what kind of server he used. Mr. Clements said that he has 3 servers that have 2 unit boxes and NT server that are in a data warehouse in Texas. He said that he leases these 3 servers and that they are staffed around the clock. Alderwoman Spears asked when Mr. Clements first started making web sites. Mr. Clements said that he started at age 13. When he was in high school he took an internship at the ODAC. He did web sites for them and then also for banks and while still in high school did a web site for Edge Mark who are still clients today. Alderwoman Spears asked what the costs would be to the City. Mr. Clements said that he would have to put together a proposal. He said that they do charge$50 an hour and that City sites are usually a little bigger but that they would probably be looking at no more than$3,000. Mr. Clements said that he could have a proposal ready by early next week. Mrs. Pleckham thought it would be a good idea to get input from the Police Department and staff. Mr. Clements said that though he did not put it down in the presentation,that he has also done web sites for both the Montgomery and Oswego Police Departments. Thought the police web sites are separate, they are linked to the City's site. That was done to separate e-mail. Alderman James asked if there are different links for the different departments would there be any additional fees. Mr. Clements said no, it's all included as one. Mrs. Brown pointed out that with the Tourism Department that they could create a mailing list to let people know when certain events are coming up such as `Music Under the Stars.' Page 4 of 15 Mr. Clements stated that his advice would be to look at St. Charles web site and make a list of items the committee would like to see included on the web site. He said that the St. Charles web site has a whole package of interests in which they could consider for the Yorkville City web site. This item will go to COW on April loth, 2003. OLD BUSINESS Minutes for Approval/Correction With correction to be made the committee approved the minutes for December and January. Review Correction to Employee Manual City Administrator Tony Graff stated that from the last meeting there were a few corrections and recommendations by the committee to change some language. In the section of the Part-Time Employees,the committee decided to make it more precise so that when an employee read it,they would understand what a part-time employee was.. On page 3 the final draft they struck out the exception. The recommendation from the committee and the City attorney Dan Kramer thought that the revised version was a lot cleaner. Mr. Graff said that he had spoken with the library. He said that Attorney Kramer brought up that since the library has adopted their own rules and regulations and that are different than the City's. A couple of different examples are that they are open on certain holidays such as Columbus Day and Presidents Day. That would come in conflict with the manual but changes were made specifically for the library on those few instances which is on page 4 of the manual. They also did review the library's Rules and Regulations Manual and the recommendations have been forwarded over to the library. There were some legal verbiage changes that were recommended to them. Aldenvoman Burd asked Mrs. Pleckham if she would make sure that the library gets connected with the Skylink. Mrs. Pleckham said that she would do that. Mr. Graff pointed out that on page 32 of the manual that they had had good discussions on the Education Training and that they and Attorney Kramer concurred with the committee's recommendations for cleaning up that section. He said they had inserted what the committee had recommended in regards to the College Degree or Certificate Program,that the program must be submitted by the Department Head, to the Mayor and City Council for approval. Mr. Graff stated that in regard to the educational stipend the attorney's recommended that there should be a stipend of 2%for Associates Degree, 2%for Bachelors Degree, and 2%for Masters Degree. He said there is other verbiage that explains there could be an education stipend just beyond that necessary entry level of that position. Mr. Graff mentioned that there was some employees have voiced a concern about the Search and Seize Policy under Employee Conduct 3:10. The concern was the inspection of an employee who might be subject to suspicion of having weapons or who might be under suspicion of having drunk alcohol while on the job. Mr. Graff said that he had already spoken with Public Works Director Eric Dhuse about bows and guns. The policy states that they do not want any City Employee to have access to weapons. The depaitinent and common place are now going through Page 5 of 15 that transition. With Homeland Security becoming more prevalent in the work place, Government places must be more secure. Mr. Graff stated that the Depai tiuent Heads have considered asking $150 towards the Employee Manual. It would be a one time payment to all employees. They would receive that upon the acknowledgement of the payment and they would receive a receipt for it. He said that the committee will have to look at what they would consider for a recommendation for the employees to adopt this policy. Mr. Graff said that due to the changes in the manual that protect the Manager Rights and with the information given,he felt that it would eliminate conflicts when it comes down to grievances, disciplines, hiring and promoting. He suggests the amount of$100 for the employees. Alderwoman Spears asked if the attorney's mentioned any averages. Mr. Graff said no they didn't because this is a new case law where as of yet they have not changed too many manuals. Yorkville is the first one to change their manual to most current. Alderwoman Spears said that with checking with other municipalities that she felt that$100 was comparable with the other communities. Mr. Dhuse asked the committee to keep in mind that his employees have the option of the County Union and that most growing cities are going with the Union. Alderman James asked why Mr. Graff felt that each employee should get $100. Mr. Graff said that it is because of court ruling. The court ruled that when cities change their manual that there should have been consideration in regards to the changes that the employee should have received. He said that even though they didn't dilute any benefits they did add language that strengthens management position in regards with discipline and grievances. It gives more strength to the management for managing its employees. Alderman James voiced his concern over the$100 stipend. He felt that he could not support it. Mr. Graff said that it is the foundation to build policy off for Department Heads to get written approval. Alderwoman Burd pointed out that it if the employees accept the money then they can not sue the City and they have agreed to it. Alderwoman Spears asked what they would do if someone would not accept the money and said they did not want it. Mr. Graff said that we have done our obligation in regards to the offer consideration. That is what the courts would recognize. If the employee still wants to refuse the consideration, we are still the employer. We would have them sign off. If they would not sign then termination might be considered. It would have to be explored at the next level. It might not be a termination but rather a notation of the mild because we do have aggressive discipline on this. If there is gross misconduct then the discipline could be held to termination. Alderwoman Spears asked if they do not sign it would they still have to abide by it. Mr. Graff said that they would still have to abide by it. He said that is why they have training sessions. The Department Head will sit down with the employee and will go over the manual page by page and ask them if they understand what they have just read and then it is documented. If they refuse to sign it then they would bring in an assistant or Mr. Graff to witness that they had gone over the manual with the employee and they have physically handed it to them. Page 6 of 15 Alderman James felt that the employees should just sign to show that they did have the training. If they want to listen and read it,that would be up to them. He felt that they should just document that they did have the training and that they were aware that there were changes and that's it. Mr. Graff stated that they are not giving them the consideration to sign but rather the consideration that they have to basically sign, which is the way it was explained to him a while back. He said that the attorney's say that they have to have acknowledgement forms that they have received the document. Alderwoman Burd felt that the committee should just follow the procedure that the labor attorney's wrote up for them. She said that it was there to protect the City. Alderman James asked about the procedure of training courses. Mr. Graff said that when a new employee comes in they hand them a packet and have them sign for the packet and that they have received certain acknowledgement forms. City Treasurer Bob Allen asked how many full time employees the City currently has. Mr. Graff said that there are 48. This item will go to COW for discussion on April 2, 2003, with the attorney's opinion letter attachment. Review Planning Coordinator's Fees Mr. Graff stated that Development Coordinator Anna Kurtzman show's from the report that she submitted that she put in a total of 29.75 hours. He said that the position is working well, and that developers like it because they have a contact person. Alderman James mentioned that a couple of questions were asked about the coordinator's position. How many hours would Mrs. Kurtzman end up working and if her hours would be 100%billable to developers. It would appear from the report that everything is lining up. Alderwoman Spears said that they would like to keep her in in-house staff for a couple of months because it is a good tool to have. Mr. Graff said that Jennifer likes it too because there are developers asking for more documentation and we're having more billable hours. It's good that she can send an individual for that. He said that's why there is more detail on the report to show what she did day by day. This item will be brought back to the next Administration meeting on April 10, 2003. Water Accounts—Update Aldenyoman Spears reported that there were a lot of meters that were replaced. Alderman James asked if the meters that are replaced drop off the next report. Mrs. Pleckham said that anytime that a problem is resolved then the next month it will be off the report. Page 7 of 15 Salary Schedule Mr. Graff stated that memo to the committee from Finance Director Traci Pleckham show's the recommended proposed salary ranges. The survey's supports the ranges. He said that they wanted to keep it on the current salary ranges and they will adjust it in the budget next month. He said that the ranges pretty much follow the averages. Some on the high end came down, because the survey showed that they were too high in those ranges. If the survey did show that some of these ranges might have been a 1-2%below the range they didn't go down on the entry level. They kept entry level at entry level for what it is. The Department Heads really felt strong and so did Traci when doing the survey that with entry level at this point; we know what we are competing against. Alderman James asked if any employee fell beyond these ranges. Mrs. Pleckham said that there was just one and that is the Executive Director from Parks and Recreation. Treasurer Allen commented that some of the communities in the survey are a lot larger that Yorkville. He felt that while trying to keep up with the other cities that we are using up quite a bit of our resources to compensate our employees. Aldenvoman Spears pointed out that the committee did mention that they are trying to look at population, budget to keep it in line. She said after completing the last survey it proved to be very difficult to do. Other communities give incentives and do things that it hard to compare. Mrs. Pleckham pointed out that she did add population in the survey because it was a concern. Mr. Graff said that when you look at salary surveys done by professional firms there is a variance in low and high in population and that is where they get the averages and mediums for that. He said that Montgomery hire a professional firm for their salary survey and spent about$30,000 viewing all their job descriptions on a$70,000 contract.He said that we could do that and that the labor attorney said it is a good way to gage where Yorkville is on a true comparable. It gives the City Council and City employees a chance to see some information on it. Aldenvoman Spears pointed out that Mrs. Pleckham had access to the other cities surveys and that she used that. Mr. Graff pointed out that that 800 of the population are within the City's range;they are under 10,000 out of the 16 that were recruited. He said that the highest was Lennox where we took an average. Mrs. Pleckham pointed out that they looked closely at quotes from the cities with double digits just to see if it was justifiable with what and why they were doing it. They wanted to make sure it was as clear as they could have it and to be able to give enough information. Mr.Graff recommends for the committee to recommend the salary schedule and present it to the Council. This way they have it updated before they do the approval process for the budget. Aldenvoman Spears asked if the stipend had changed. Mr. Graff said no they just cleaned up the verbiage on it. Mayor Prochaska mentioned that one thing they need look at is the averages of both smaller and larger towns, most of which are in our area and within the same conditions that we are in. He pointed out that not all the ranges went up and that some actually decreased. Page 8 of 15 Alderman James asked Treasurer Allen if there was one position listed that was of concern to him. It was Mr. Allen's opinion that for the purposes of the City Administrator.there were some fairly large communities that were substantially larger than Yorkville that at the time the survey was taken, were not offering their top people that much. He said that he has had the opportunity to talk to some people and that some questions were raised about the cities salaries. Alderwoman Spears said that she kept in perspective the population and budget and felt that the salary ranges for City Administrator and Executive Director were accurate. Mr. Graff mentioned that one of the things the community has done over the last year is they have updated all of the job descriptions and have brought them up to standard. That was not only by Labor Law but also to bring them up to a professional standard. Mrs. Pleckham pointed out that the one thing that was not in this report but was in the last report was the Engineer Survey. She wanted to make sure that was also included to bring to COW. She said that Geneva was included because there were actually very few towns she could find that had a City Engineer, but that it did fall into the same ranges as what they found in the Engineer Survey. Mr. Graff said that one thing that was talked about at the Department Head meeting with the Mayor was how to lead into the Salary schedule. He said that every year in the budget they give some kind of COLA plus Merit for salary increases. One thing that was agreed upon is that last year they did a 5%and this year they are looking to do the same. He is waiting for Bob Smith to send the research for the most updated COLA rating. Mayor Prochaska informed that one thing that they did last year was 3%and 2%because the COLA was so high last year. He said that what he discussed with the Department heads was going on what the Council had mentioned and that was going with a 11/2—2%for COLA and then the remainder for merit. Last year everyone could get up to 5%and it was set. He suggested that for this year if they are going to talk about a 5%adjustment COLA for all then the dollars would go to pool for that depai intent and then the Department Head would have stability. He felt that that would help in reward again in merit. In other words someone could end up with a 6% increase if someone ended up with less depending on how those dollars were divided. It would be up to the Council as to what the minimum would for the COLA increase. The evaluation system is done through a point system. Mr. Graff said it was difficult for the Department Head, before they did adjustments, that the 2 year period for the Salary Schedule were out of sync. The last time they did the adjustment it worked out well with$30,000 for adjustment pool. The Department Heads tried to work it out between themselves to try to equalize that. The reason for the adjustment is that they wouldn't want a new employee to come in to be at the same level with an entry level person. That way the entry people have some kind of seniority. Alderman James felt that the Department Head should give some input but didn't think it should ultimately rely on them because it could make for some hard feelings. Mayor Prochaska disagreed with that. Mr. Dhuse added that that was the reason why he was hired. He said that the scale make it fair and justifiable. Decisions are not based on a whim;there is some accountability to it. Mayor Prochaska agreed and said that the accountability is there and • Page 9 of 15 it is the Councils place to enact the policy. That is what we hired the staff to do and that is why it is set up the way it is. Alderwoman Spears asked Bill Powell if he had any input. Mr. Powell commented that regarding Mr. Graff and administering raises,that one problem that he ran into at his other job was being the new guy he never had a chance to catch up. He thought that there ought to be a point in time that a new employee, after 3 or 4 years, would be doing all the activities of the job and at that point in time be at the average rate of salary. After that then adjustments for merits could be made from that. He said it can be hard to dictate when you have a small pool of money,to justify and equity increase. He said that at his former job they had tried to do this and what would happen is that the amount of equity would end up being so small that the person would be behind his whole career. Mr. Graff said that once Bob Smith gets back to him on the Salary Survey then they can take a closer look at it. If the consensus is that the 5%then they will need to take a look at what the COLA and merit will be. After that they would be able to send out a memo to the employees, knowing that the Depai l►uent Heads will verify it at the budget. In the past with this formula they have seen the average would probably be around 4.23%—4.5%would be the average for the COLA and the raises with most employees in that range. An employee would have to score superiorly in order to get 5%. For budget purposes 5%is used. He also said that for budget purposes when talking about salaries, that all merit and salaries are based upon everyone but the Department Heads. He thought it might be a good idea for the committee members to talk about that among themselves. He said a lot of cities do go into executive session specifically for the employees and to talk about giving the authority to the Mayor to negotiate what ever percentages used for that. Knowing this he thought that the committee might want to take a look of going into executive session, possibly in April. The other component they would need to look at would the fact that the 2 employees on employee agreements (Harold Martin, Chief of Police and Tony Graff, City Administrator) would not get negotiated until after the election and can only go up to the terms of the Mayor. He said that there are contingency dollars in the amount of$176,000 and he said he felt comfortable working with the fate of that. The committee recommends for this item to be sent to COW on March 18, 2003. This item will go to COW on April 2, 2003. NIU Tech Study Mr. Graff said this was in regards to the proposal back in December from a consulting company about coming in and doing the tech and strategic technology plan. We have 5 year plans for the other capital but hadn't put anything together for hardware or software. Some people were concerned about the company coming in and doing inventory and assessment some of the City's needs. There was also talk of going on to RFP to see what kind of software that we want. He said that when he was recently at a seminar at NIU,they said they were looking for community uses that and that they would like to come in and do an assessment. They have a Masters program that is overseen by their IT division at NIU. It would actually be their IT division that would come in and do the assessment. They did come in and Mr. Graff met with them and the meeting went very well. The cost for their services came to the amount of$7200;to come in and do the assessment and also for developing a strategic plan and getting us to know where we are in our technology. Mr. Graff felt it is a great program and felt it would be the answer to what they need. There is a contract for it, and it does not need to be paid until the completion of the project. That gives us the opportunity to pre-pay if the money is there or hold off until next fiscal year. Page 10 of 15 Aldenvoman Spears asked why these services were needed. Mr. Graff said that it is to begin developing our 5-year Capital Plan for technology. Alderwoman Burd said that she was not impressed with their down-home study. She said that she had spoken with someone at the presentation and they said that they do not always have the same people doing the surveying. She wondered if there was another entity that could do assessment. Mr. Graff said that they did have Smith Engineering who has a consulting division for technology which was brought to the committee but member weren't comfortable with and felt they did not have the expertise to go out for an RFP. He said we do have providers with their software company that came in with our accounting,that are very good with giving their specifications, but they lack the knowledge of what we might need for the over all picture. He said what they are really looking for is a true integrated technology system. They need a plan for when they integrate over to the library. He said he felt confident that NIU could do the job. Mayor Prochaska pointed out that there are other schools that have these programs or there are also some other technical schools that might be willing to do something like that also. He felt it would be worth it to call them and ask if that kind of work. Mr. Graff said that he could make a phone call to DePaul collage and IET. He said that we have a couple of IET professors that live in Yorkville. He said that one professor would like to actually do a study about truck traffic. The universities do have great resources. He said that he would contact the University Outreach Division and the other collages to compare what services they might be able to provide. Mr. Graff will bring an update on this at the next meeting. This item will be brought back to the next Administration meeting on April 10, 2003. NEW BUSINESS MFT Resolution—Fox Industrial Bond (Obligation Retirement Resolution) Mrs. Pleckham said that this pertains to payment of bonds for the next calendar year. She said they just need to do a term of resolution for them to for them to authorize the $75,000 to pay the bond off. This item will go to COW on March 18, 2003. • Internship Program—Summer City Intern Mrs. Pleckham said that Bart Olson, who is participating in the Internship program, is very interested in Public Administration. She thought it would be a good idea to get an internship program back in track as it is a busy time and Mr. Olson is looking for the experience. She said that they could always use the added help. Mrs. Brown had drafted a program for Mr. Olson. That way he could get experience in all the departments and help out with various projects that are coming up. Mr. Olson's resume is attached to the packet. Alderwoman Burd thought that the idea for the intern was great and thought that they should support the idea. She said they need the young people that are coming into government and really good for the City to do. Mr. Olson would get 4 hrs. of credit working through the internship. Page 11 of 15 Mr. Graff mentioned that a memo would be passed out shortly because the Police Department is already signed up with an intern at Western Illinois. Chief Martin wasn't aware that it needed to first come to the Administration meeting for approval. He said that they should have a general policy for the Internship Program. He said that he would ask about the policy of the Internship Program. Mrs. Brown said that she felt the Administration would have to think about the Internship Program in terms of what they are paying for them and the equity. She said that some times when you get into principalities, stipends are done regardless of what area or department you are in when internships are offered. Also they would need to consider the budget and how many interns they want and what they are willing to pay. Mr. Graff said that Western encouraged no pay. Mrs. Pleckham pointed out that Mr. Olson would be full time and would receive the 40 hour weekly stipend. The committee agreed to approve this as long as it is in the budget. This item will go to COW on March 13,2003. Health Insurance Update Mr. Graff stated that for information purposes, we did get a renewal notice from Blue Cross/Blue Shield. He said that they had put in a 17%increase across the board. Mrs. Pleckham provided information on the different programs. Mr. Graff pointed out that they are looking at no higher than 8%and the lowest is 2.2%. He felt they came across very well this year because of the increase in the employee base which spreads out our risk and liability insurance industry. He said that they did search the market for another insurance plan but they haven't heard any response. Alderwoman Spears asked if the plan offers doctors in the Kendall County area. Mr. Graff said Yes. He said that they should hear back from other insurance companies within a couple of weeks, after they receive that they will make comparisons. Wyndham Deerpoint and Wiseman-Hughes SSA-Resolution of Official Intent Mr. Graff said that they hired attorney Chris Knight from Foley and Lardner and they met with William Blair and associates. They are recommending since there are 2 different subdivisions looking to use the SSA policy and apply for SSA funding that the first mechanism that needs to be in place is the resolution of intent. He said that it was important because every dollar that is spent on this, the developer basically spends in that they reimburse us. We can not apply for the SSA with out having the resolution of intent. What they are doing now is crediting them to a deposit as outside consultants, which means that they have been paying for the attorney to be involved with it. He said that they are beginning to get into engineering and planning for the approval for the SSA. They recommend that we pass a resolution of intent. Weismann Hughes is looking at 10 million dollars, and Wyndham Deerpoint is looking for 28 million dollars. Weismann Hughes is the Windett Ridge project at the south end with 280 homes, 9 acres of commercial. Wyndham Deerpoint is at the Highlands which is 300 acres at the Deuchler farm. He said that it is also for on site work. The developers are paying 3.3 million toward sanitary storage and 40%for the water improvements on the project. That is not part of the SSA, they have to pay that to us. That is what they had negotiated with the annexation agreement. There is language in the memo that shows that there is no debt to the City, and that the City is not responsible for this and that it is all developer risk. We are not obligated on any of the bonds they could be sold on • Page 12 of 15 open market. The infrastructure that is on the sight is paid by the new people that move in when it goes on their tax bill. Mr. Graff said that committee member will be receiving more paper work on the formalities of the SSA. Mrs. Pleckham sent out a memo that explained what the SSA process and time line was. Mr. Graff said that this was the best tool recommended by all of the finance institutions. It not only minimizes obligations to the City but to not have any obligations to the City. New growth will pay for it itself. This item will go to COW on March 13,2003. 2003 Road Improvement Program Financing Option Mr. Graff reported that Public Works loved this plan so that they have asked that the Administration would fund it. He said that for that last 3 weeks they have been meeting. He said the standards that are in the resurfacing and infrastructure of the roads,there is an amended report that will say that all the roads will have a 20 year life span. They would be looking for a 20 year finance option that does life span of the road. The average daily road with the average daily traffic count will be 20-25 year life spans. They are looking at 2.8 million dollars of work. There will be a couple of more streets they will be looking at repairing in addition to the others. Mrs. Pleckham recommends that they look at getting a balloon loan. Mrs.Pleckham and Kevin McKenna will research the local market first and put up inquiries to local banks. It will be interest only on a 4-year balloon. At the end of the 4 years they will have the exact amount for the loan. Then they would go for a refinance and look into locking it in a 15-17 year notes. They would be able to support the project and some of the new growth dollars could be identified and set aside, during the 4-year loan. Once they get more sales tax dollars,they will start setting them in a fund for the debt service that is occurring for this. He said that it is a great financial program that they have put together for the process. He said that buy looking at the audits and reports that they feel strongly that they fund this with current dollars. Alderwoman Burd asked if the plan included curbs. Mr. Graff said no, that they wanted to try and stick with the rural characteristics as they see in the old areas of the community. Also if curbs and gutter are put in there is the risk of people losing their trees and reconstruction of their lawns. He said that they need to let the public know of what is to come. There will be storm water drains put in to manage the storm water, storm sewers and some gutters. He said that the committee would be glad to do a neighborhood meeting and have Smith Engineering come in and explain the process. Alderwoman Burd said that would be good because some residents were displeased with the current gutters. Mr. Graff suggested having Smith Engineering come to the COW meeting on April 2, 2003 and go over the maps of what streets are to be repaired and financing. Mr. Allen voiced his opinion and said that he really felt that the city should not finance road repairs. He thought that it would end up being a situation where the expenses, with being long term, end up being substantially more. He had concerns because there would be maintenance costs involved with some of the newer streets. He felt that the City should pay cash for the streets. Mr. Graff pointed out that there has to be money there for repairs. He said he would be glad if Mr. Allen could come up with a better plan of how to finance the road repairs with the current dollars, and have it get done with in the next few years. • Page 13of15 Mr. Allen said that that would mean doing a re-haul of the budget and cutting back in the budget in other areas. Alderwoman Spears asked how they would be able to pay for the roads. Mr. Allen said with cash. Alderwoman Spears asked by what means he would come up with the cash for it. He felt that the City should use the money that they have instead of paying a lot of money to finance it. The committee asked Mr. Allen to put together a plan for his means of trying to pay for the road repairs with current cash and bring it to the committee. They asked for him to show them the options and alternatives and where the cash would come from, with out raising taxes and developed growth. Mr.Powell said that with interests rates as low as they are, it would behoove the City to do more than they would normally do, especially at this time. You will pay less interest over long term and it brings in local labor and wages for a time when it is needed. Mayor Prochaska said that one thing we do not want to be doing is taking out the road repair plan more that 3 years, because if it is taken out longer than that,then the City will be back to where they are now which is doing only 3 streets a year. Then the problem is that we are not getting streets improved fast enough to the streets that are falling apart. He said we have to come up with a way to get these streets done with in the next couple of years the streets are in too bad of shape. Mr. Graff pointed out that the other thing they need to look at is that maintenance dollars are being spent and since they are being spent we need to keep the roads up to some drivable condition or interest rate dollars. He said that they have already explored all the options, and there would have to be a drastic service cuts to be made to be able to afford this. The budget is 6 million dollars and out that 6 million it is generally operational budget. That is services the citizens are paying for today. We have lowered our taxes and have new dollars coming in so that residents would see a tax break. We would have to increase taxes in order to fund a project like that, or we allow the new growth dollars to pay for the old roads. There are other issues here as well such as health issues and home value issues, to take care of He said by evaluating Fox Industrial Park,they found by making the repairs to the roads that they noticed an increase in evaluation, plus more buildings being built and more jobs coming to our community. By repairing the roads,particularly in the old part of town, it will help stabilize the community. This council will have to make a decision on that. Alderwoman Burd said considering the roads in the old part of town, that she once mentioned possibly doing something along the railroad tracks to spruce up the area around the park. Mr.Graff said that it might be something to talk about with the railroad. Mr. Graff said that if Mr. Allen could come up with an alternative plan for the funding of the road repairs that he could bring it in next COW meeting on Tuesday. This item will go to COW on March 18, 2003. ADDITIONAL BUSINESS Land Cash Alderman James said that some questions came up at the last meeting about land cash. He said that he feels that this will address exactly what they were asking about. He thought that when the Page 14 of 15 developers come in and there are Administration and Engineering Fees, etc.,that they should look at the process that they have of keeping track of all those fees and to make sure the fees are all coming in. He said that they should do a check on it to see if there are any gaps and we are certain that we have collected all of the fees. Mr. Graff said that that is being done and there is spread sheet that shows the fees that have been collected and he could bring the spread sheet in for Alderman James. Mr. Graff said he felt comfortable with this process is being done but that at the next meeting they will go over how this process is being done. They will go over how they collect and how they track fees. Springfield Trip Alderwoman Burd said that she went to Springfield with Joyce Barrett and Stephanie Todd. She said that Stephanie Todd took it upon herself to write a full report on the Kendall County Jail and got it on the 10 most endangered list in the whole state of Illinois. She said that it was a really impressive presentation. They met other people who were involved in preservation programs who were trying to save their own building in their communities. She said they left packets with some of the legislators. She commented that Tom Cross's secretary and that he left note to welcome especially visitors from Kendall County. She said the visit was to get emphasis on the saving of the courthouse and to show validation to wanting to save it. They are hoping with the outside acknowledgement and it being on the endangered list,they would take into consideration trying to save it. She said she spoke with a gentleman who gave the presentation and he would like to speak with the Mayor about trying to help Joyce Barrett and her group to find funding for this. One thing they talked of was turning the jail into a county records building. There are grants available for the city. The city might have better opportunity for funding because of the new growth. She said that one thing that they will consider for next year is giving the City an allotment of our$30,000 grant to this project as part of funding for it. She felt that if this is such a worth while building,then that's what the grant should be for. Mayor Prochaska pointed out that the Kendall County Jail would probably fall into the Facade program. Alderwoman Burd said she would appreciate any support she could get for this project. She felt that jail would be a benefit to see it renovated and reserved because we really do not have that many historical buildings in the area. Music Under the Stars Mrs. Brown said that she had the entertainment schedule for Music Under the Stars and the sponsorship packet for the Women's Golf Outing. Mr. Graff said that they did receive the notice from the Tourism Bureau about Music Under the Stars for the summer publication and that they were looking for all of the events for the City of Yorkville. He said that the secretary e-mailed some of the organizations to them. He said they need to forward as much as they can to them. Investment Policy Mr. Allen asked if the committee could have the investment policy policy on the next agenda. He wanted to publish the policy for anyone in the public who would be interested it. He thought it might be a chance to get some public input on it. Mr. Graff pointed out that the Investment Policy was part of the Information Act. If anyone wanted to get a copy of it they could. He said that copies of the packet are 50 cents. Mayor Prochaska said that if anyone were to come and pick up the agenda then they could get copy of it. • • Page 15 of 15 NIU ASSESMENT OF GOVERNMENT SERVICES Mr. Graff said that on April 4, 2003 NIU will be here to do the interviews from 9 a.m. until 4 p.m. of any of the public officials for the assessment of government services. If anyone can be available for an interview,they can schedule them in, other wise they could reach them by phone. There was no more additional business. Meeting adjourned at 9:55. Minutes by Theresa Brady JUN-10-2003 08:10 FROM-SPEER FINANCIAL 312-346-8833 T-866 P 002/004 F-011 SPEER FINANCIAL, INC. UNITED CITY OF YORKVILLE 2003-2004 Financing Program Expected financings for calendar 2003 and 2004 are as follows: Project Timing Size Security Source of Repayment/Pledge Water June 24 $4.7 million Debt Certificates Water revenues, developer Fall 2003 $8,000,000 Alternate Bonds payments and income taxes Streets April 2004 $1,500,000+ Alternate Bonds General fund, utility taxes and 1,500,000+ and MFT May 2005 Sewer/ Aug 12, 2003 $1,600,000 Debt Certificates General fund & sewer fees Corn Ed Sewer/ October 2003 $1,700,000 Debt Certificates General fund & sewer fees Bruell St. Sewer/ August 2003 $3,300,000 Alternate Bonds Sewer fees & sales tax Countryside Unused debt capacity for debt certificates is approximately $10,000,000. KW M/mj 6/9/03 JUN-10-2003 08:10 FROM-SPEER FINANCIAL 312-346-8833 T-866 P.003/004 F-011 Preliminary UNITED CITY OF YORKVILLE $4,700,000 Water Debt Certificates,Senes 2005 Wraparound Evst lg Debt DEBT SERVICE SCHEDULE Dale Principal Coupon Inloretl To1AI?+1 6ISCAL TOTAL — 7/01/2003 - • - 6/15/2004 - - 198,850.00 191,980.00 • 12/19/2004 - - 99,425.00 99,425.00 208,273,00 9/15/2005 99,425.00 90,429,00 • 12/15/2005 - - 99,425,00 99,425,00 191,830,00 6/15/2006 - - 99,425.00 99,429.00 - 12/15/2006 - - 99,425.00 99,425.00 1913,850.00 5/15/2007 - - 00,129.00 99,425.00 12/15/2007 - 00,421.00 09,125.00 101,890.00 6/19/2008 - • 99,425.00 90,428,00 - 12/15/200899,425.00 99,423.00 198,830,00 6/15/2009 - - 99,423.00 99,423,00 - 12/15/2009 - - 59,425.00 99,425.00 198,850.0D 6/15/2010 - 99,425.00 99,425.00 12/15/2010 • 99,425.00 99,425.00 198,1190.00 0/15/2011 - D0,429.00 99,429.00 • 12/13/Z011 - 09,425.00 99,423.00 198,890.00 0/15/2012 - 99,425.00 99,428.00 • 12/15/2012 - 99,425.00 90,428.00 198,880,00 0/15/2013 - 09,425.00 00,428.00 • 12/15/Z013 100,000.00 3.900% 99,425.00 199,425,00 298,850,00 6/15/201497,675.00 97,673,00 - 12/15/2014 100,000,00 1.600% 97,671.00 197,675,00 295,950.00 6/15/201595,875.00 95,875,00 12/15/2015 100,000.00 3.750% 95,871.00 195,875,00 291,750.00 6/15/2016 • • 94,000.00 54,000,00 - 12/15/2016 100,000.00 3.850% 54,000.00 134,000.00 188,000.00 6/15/2017 - - 92,075.00 92,075.00 • 12/15/2017 100,000.00 5.980% 92,078.00 192,07900 284,110,00 6/15/2019 - 90,100.00 90.100,00 - 12/15/2018 200,000.00 4.100% 90,100.00 290,100.00 980,200.00 6/18/2019 - - 86,000.00 86,000,00 - 12/15/2019 1,000,000.00 4.200% 80,000.00 1,080,000.00 1,172,000.00 6/10/202005,000.00 65,000.00 - 12/15/2020 1,000,000.00 4.250% 05,000.00 1,085,000.00 1,150,000.00 6/15/2021 - - 45,750.00 49,750.00 • 12/15/2021 1,000,000.00 4.350% .13,780.00 1,049,780.00 1097,900,00 6/15/202_222,000.00 22,000.00 • 12/15/2022 1,000,000.00 .1.400% 22,000.00 1,022,000.00 1,044,000.00 Toa,l 4,700,000.00 - 9,460,875.00 8,160,875.00 - YIELD STATISTICS Accu Inteirst from 00/15/2005 to 07/01/2003- .............»...,...,.»...,.,.».....»..,......-» 8,837.78 Bond Year Dollun..-.,.....»..................................•,»..................,........»......,.......».....,...,.».».» $81,550.00 AvergK Uk.....................».»,.............•....,.,.........,....,...,.....„........,..._._._...... ..-.............._._ 17309 Venn Averose Coupon 4.2349024% Net Inteleer C3f1(NIq..................-._.........._...._._.... ............,....,................».... .......»..,.„.»._.» 4,4120774% True Inlererl Cool(TICS......... - -. -......................-......._........................» 4.3274195% Dond Yield for Mbitlnje PutgOAcl...................................................................................» 4,4332242% AllInclusive Cost(MQ......................._._...._......._...._............,....,......_.»............».» 4.6107380% LRS FORM$058 Net Interest Coil........»._......._...................._...............».„................_.»....»._.».......»....».»....» 4.2545028% Weighted Avern$e MAlurlly.,.....,._._......._................„..,.,,,»,...,.,...».»,,..»,.......•».»....».....»....- 17.264 Yen Speer/inane*l,Mc. file=yxrkv lLef-cen'as 2005wakrgi.7mxn 1n,un4-S/NCLS H/AVOtft RiGL'e n,Wncn Chnsu/gnr,r Since 1954 6/J/20115 12:2.1 PM JUN-I0-2003 09:10 FROM-SPEER FINANCIAL 312-346-8833 T-666 P.004/004 F-011 Preliminary UNITED CITY OF YORKVILLE S4,700,000 Water Debt Certificates,Series 2003 Wraparound Existing Debt NET DEBT SERVICE SCHEDULE Date Principal Coupon Intcrest Total P+1 Existing D/S Net New D/S 12/15/2003 - - - - 12/15/2004 - - 298,275.00 298,275.00 25,000.00 323,275.00 12/15/2005 198,850,00 198,850.00 25,000.00 229,850.00 12/15/2006 - 198,850,00 198,850.00 25,000.00 223,850.00 12/15/2007198,850.00 198,850.00 35,000.00 233,850.00 12/15/2008 - - 198,860.00 198,850.00 60,000.00 258,850.00 12/15/2009198,850.00 198,850.00 145,000.00 343,850.00 12/15/2010 • 198,850.00 198,850.00 215,000.00 413,850.00 12/15/2011 - - 198,850.00 198,850.00 285,000.00 483,850.00 12/15/2012 - - 198,850,00 198,850.00 365,000.00 563,860.00 12/15/2013 100,000.00 3.500% 198,850.00 298,850.00 440,000.00 738,850.00 12/15/2014 100,000.00 9.600% 195,350.00 295,350.00 475,000.00 770,350.00 12/15/2015 100,000.00 3.750% 191,750,00 291,750.00 475,000.00 766,750.00 12/15/2016 100,000.00 3.850% 183,000.00 288,000.00 475,000.00 769,000.00 12/15/2017 100,000,00 3.950% 184,150.00 284,150.00 475,000.00 759,150.00 12/15/2018 200,000.00 4.100% 180,200.00 380,200.00 475,000.00 855,200.00 12/15/2019 1,000,000.00 4.200% 172,000.00 1,172,000.00 475,000.00 1,647,000.00 12/15/2020 1,000,000.00 4250% 130,000.00 1,130,000.00 475,000.00 1,605,000.00 12/15/2021 1,000,000.00 4.350% 87,500.00 1,087,500,00 475,000.00 1,562,500.00 1Z/15/2022 1,000,000.00 4.400% 14,000.00 1,044,000,00 - 1,044,000.00 Total 4,700,000.00 - 3,460,875.00 8,160,875.00 5,420,000.00 13,580,875.00 Specr F1'nanciul,Inc. F1le=Yorlvil/s!-Scrics 2003wafc1g4.7mm inavrcd-SINGLE PURPOSE Public FYnancr Consultants Sincc 1954 6/9/200Y 12.-2.3 PM Fr PUBLIC FINANCE CONSULTANTS SINCE 1954 SPEER FINANCIAL, INC. KEVIN W.MCCANNA DAVID F.PHILLIPS LARRY P.BURGER DANIEL D.FORBES BARBARA L.CHEVALIER • PRESIDENT SR.VICE PRESIDENT' VICE PRESIDENT VICE PRESIDENT v U.S PRESIDEN I COPY May 15, 2003 Ms. Traci Pleckham Finance Director City of Yorkville 800 Game Farm Road Yorkville, Illinois 60560 Dear Traci: As requested, we have reviewed the CGS fiscal study of Grande Reserve. Regardless of the changing housing mix and various comments by Moser representatives, we nonetheless agree that, overtime, it is logical for a residential project to have costs greater than direct revenues. Two specific comments on the projections concern average costs and likely commercial development. The use of average per capita costs based on the current year is understandable. However, this is a growth year and may have elevated costs. Additionally, some costs may be more likely to be variable by population (e.g. police) and other may be fairly fixed and have little connection to population (e.g. police buildings). The extent of the projected negatives is merely a matter of speculation as any projection out 10 years in inherently unreliable. Nevertheless, the total benefit projected is worth millions of dollars. What will occur after the build out period as the development is fully a integral part of the City is no different than with any other part of the City. Overall, it the City accepts the layout and visual impact of the development, the CGS report indicates that for the foreseeable future, the City will be financially ahead. - Sincerely, C____, Kevin W. McCanna President KW M/mj SUITE 4100•ONE NORTH LASALLE STREET•CHICAGO,ILLINOIS 60602•(3l2)346-3700•FAX(312)346-8833 SUITE 608•531 COMMERCIAL STREET•WATERLOO,IOWA 50701 •(319)291-2077•FAX(319)291-8628 MARCH 2003 1) 135070 331 GARDEN CIRCLE -NEW 2) 128331 412 E BARBERRY CIRCLE - NEW 3) 145377 377 POPLAR DRIVE-NEW 4) 146455 445 KELLY -NEW 5) 146533 533 KELLY AVE-NEW 6) 224071 108B COLONIAL PKWY - REPLACEMENT 7) 240850 872 GREENFIELD TURN-REPLACEMENT 8) 244080 908 FAWN RIDGE COURT - NEW 9) 261029 2029 MURFIELD DR-NEW 10)264111 2111 KINGSMILL ST NEW 11)356203 1203 EVERGREEN LANE -NEW 12)421591 965 HEARTLAND DR-NEW 13)428100 585 ARROWHEAD -NEW 14)736699 699 YELLOWSTONE LN- NEW 11)737090 2297 NORTHLAND LANE-REPLACEMENT 12)737350 2092 NORTHLAND LANE-REPLACEMENT APRIL 2003 126431 431 NORWAY CIRCLE -NEW 130502 1502 WALSH - NEW 145512 512 POPLAR - NEW 146451 451 KELLY-NEW 146539 539 KELLY AVE -NEW 146557 557 KELLY -NEW 146463 463 KELLY -NEW 149291 291 WINDHAM CIRCLE -NEW 349331 1331 CHESTNUT LANE-NEW 218070 309 WALTER ST-REPLACEMENT 264132 2132 KINGSMILL ST -NEW 305010 202 CHURCH - REPLACEMENT 346401 1401 ASPEN ST-NEW 348010 1401 SEQUOIA-NEW 348020 1402 SEQUOIA - NEW 349402 1402 CHESTNUT-NEW 357204 1204 WILLOW WAY -NEW 357218 • 1218 WILLOW WAY -NEW 416320 412A JACKSON-REPLACEMENT 421880 1178 HEARTLAND-NEW 421830 1145 HEARTLAND - NEW 423110 1223 MISTWOOD-NEW 425600 1124 HOMESTEAD -NEW 505306-50533191 310 E KENDALL DR 14 APARTMENTS -NEW 505325-505339 314 E KENDALL DR 14 APARTMENTS -NEW 737290 2146 NORTHLAND -NEW DATE RUN: 05/09/03 MUNICIPAL SOFTWARE INC. PAGE 569 TIME RUN: 16:10:59 BILLING REGISTER FOR 04/30/2003 BILLING UB560000.WOW ACCOUNT # SERVICE NAME/ADDRESS READING PRIOR ----CURRENT---- DAYS OF BILLED ITEM TYPE CODE READING DATE READING DATE SERVICE QUANTITY AMOUNT TOTALS FOR CYCLE 01, ROUTE 07: BILLED ITEM OCCURRENCES USAGE TOTAL WATER 112 143271 $3,627.17 SEWER 111 107 $1,964.05 REFUSE 103 102 $1,105.91 TURN ON FEE 1 $25.00 TOTAL: $ 15,244.77 DIRECT DEBIT INFORMATION DIRECT DEBIT 2 $269.67 DATE RUN: 05/09/03 MUNICIPAL SOFTWARE INC. PAGE 570 TIME RUN: 16:10:59 BILLING REGISTER -- TOTALS UB560000.WOW BILLED ITEM OCCURRENCES USAGE TOTAL PREVIOUS BALANCE - NEGATIVE 193 $2,815.57- PREVIOUS BALANCE - POSITIVE 260 $49,891.41 YBSD 2859 4577483 $247,140.04 WATER 2901 4748640 $117,228.43 SEWER 2851 2985 $56,638.00 REFUSE 2341 2335 $24,777.20 TURN ON FEE 9 $225.00 SEWER SNOWBIRD CREDIT 11 $115.50- REFUSE SNOWBIRD CREDIT 14 $78.21- YBSD SNOWBIRD CREDIT 2 $92.61- WATER SNOWBIRD CREDIT 5 $59.70- OVERTIME CHARGE 1 $50.00 NSF CHECK 2 $50.00 LIEN FEE 1 $50.00 TOTAL: $ 492,888.49 DIRECT DEBIT INFORMATION DIRECT DEBIT 87 $10,983.00 DATE RUN: 05/09/03 MUNICIPAL SOFTWARE INC. PAGE 571 TIME RUN: 16:10:59 BILLING REGISTER -- TOTALS BY CLASS UB560000.WOW BILLING CLASS CODE & DESCRIPTION BILLED ITEM OCCURRENCES USAGE TOTAL COM COMMERCIAL PREVIOUS BALANCE - NEGATIVE 14 $578.42- PREVIOUS BALANCE - POSITIVE 25 $9,075.20 YBSD 163 810823 $22,552.61 WATER 163 822623 $18,802.42 SEWER 162 173 $4,292.15 TOTAL NUMBER OF CUSTOMERS IN CLASS: 170 TOTAL: $ 54,143.96 GOV GOVERNMENT PREVIOUS BALANCE - POSITIVE 2 $137.86 YBSD 15 120943 $1,864.14 WATER 20 129492 $2,694.01 SEWER 15 3 $270.00 TOTAL NUMBER OF CUSTOMERS IN CLASS: 20 TOTAL: $ 4,966.01 I IND INDUSTRIAL PREVIOUS BALANCE - NEGATIVE 4 $30.85- PREVIOUS BALANCE - POSITIVE 2 $247.49 YBSD 44 226560 $5,041.68 WATER 42 210918 $4,803.03 SEWER 44 5 $784.19 REFUSE 1 1 $10.90 TOTAL NUMBER OF CUSTOMERS IN CLASS: 46 TOTAL: $ 10,856.44 RES RESIDENTIAL LIEN FEE 1 $50.00 NSF CHECK 2 $50.00 OVERTIME CHARGE 1 $50.00 PREVIOUS BALANCE - NEGATIVE 175 $2,206.30- PREVIOUS BALANCE - POSIT_IVE 231 $40,430.86 REFUSE SNOWBIRD CREDIT 14 $78.21- DATE RUN: 05/09/03 MUNICIPAL, SOFTWARE INC. PAGE 572 TIME RUN: 16:10:59 BILLING REGISTER -- TOTALS BY CLASS UB560000.WOW BILLING CLASS CODE & DESCRIPTION BILLED ITEM OCCURRENCES USAGE TOTAL YBSD 2637 3419157 $217,681.61 WATER 2676 3585607 $90,928.97 SEWER 2630 2804 $51,291.66 REFUSE 2340 2334 $24,766.30 SEWER SNOWBIRD CREDIT 11 $115.50- TURN ON FEE 9 $225.00 WATER SNOWBIRD CREDIT 5 $59.70- YBSD SNOWBIRD CREDIT 2 $92.61- TOTAL NUMBER OF CUSTOMERS IN CLASS: 2713 TOTAL: $ 422,922.08 TOTAL NUMBER OF CUSTOMERS: 2949 DRAFT 5/14/03 UNITED CITY OF YORKVILLE Engineering Assistant JOB DESCRIPTION Department: Engineering Reports To: City Engineer Status: Full-time Position Description Overview: This individual will be responsible for invoicing and maintaining project developer accounts for Engineering Department Staff hours, Attorney, Land Planner, and all other outside contracted firms' fees, with monthly summary reports to Finance Director and City Administrator. This position also consists of logging Engineering Staff timesheets, project fees and phase tracking, assigning commercial and residential addresses, miscellaneous Auto Cad mapping, and preparation of IDOT Bid Tabulation forms. Essential Job Functions: 1. Create Project Development Administration and Deposit Account ledgers; update and maintain accurately. 2. Generate Project Development invoices for Engineering Staff hours, Attorney and Land Planner's fees, Public Works, as well as contracted Engineering Firms, Building Department, and all other outside firms' fees subject to City reimbursement. 3. Establish monthly summary worksheets of fees collected, past due accounts, developer account balances, and project phase tracking. Submit monthly to Finance Director and City Administrator for Mayoral/Council review. 4. Calculate and log Engineering Staff timesheets using Microsoft Excel Spreadsheets. 5. Assign addresses for residential and commercial Developments in accordance with City Grid Map; distribute notification with maps to pertinent staff and agencies. Occasional on-site inspection as necessary to complete. 6. Print Auto Cad maps for front desk sales, design address maps, execute Metes and Bounds descriptions, location areas, and other functions as requested by Engineer. 7. Prepare IDOT Bid Tabulation forms, City project bid packets, bid holder lists, and attend and record vital statistics at City bid openings. 8. Various other duties and responsibilities as directed by the Engineer, Administrator, and Finance Director. DRAFT 5/14/03 Position Requirements—Knowledge, Skills, and Abilities: 1. Demonstrate ability to successfully utilize Microsoft Excel spreadsheets, and Microsoft Word programs. Demonstrate basic knowledge of AutoCAD software sufficient to print documents and create simple line drawings. 2. Ability to operate a variety of office equipment, including but not limited to computer,typewriter, copier, fax, scanner, and calculator, with minimal supervision. 3. Display professionalism and maintain strict confidentiality. 4. Exhibit mathematical and analytical qualities. 5. Possess proficient customer service skills. Minimum and Preferred Experience and Education: 1. Any approved equivalent combination of experience and education that provides the required knowledge, skills, and abilities to perform job duties as stated. 2. Willingness to attend training classes to increase knowledge of job-related skills and responsibilities. 3. High School diploma or G.E.D.; Associates Degree preferred, with special emphasis on Engineering/Technical Fields, Data Management. 4. Possession of valid Illinois Driver's License and Insurance. 5. Must successfully complete a background investigation with findings of good character, and having no felony convictions. The duties listed above are intended only as an illustration of the various types of tasks that may be required. The omission of specific statements of duties does not exclude them from the position if the work is similar,related, or a logical assignment to the position. This job description does not constitute an employment agreement between the employer and employee, and is subject to modification by the employer as the needs of the employer and/or agency change, or requirements of the position change. ' Revised 5/13/03 UNITED CITY OF YORKVILLE City Engineer JOB DESCRIPTION Department: Engineering Reports To: City Administrator Status: Exempt—Salaried Positions Supervised: Engineering Technicians/Administrative Support Positions Description Overview This position acts as administrative professional employee that directly reports to the City Administrator. This individual will be responsible for coordinating all engineering projects and overseeing the daily operations of the Engineering Department. Furthermore, coordinate public improvement projects with respective departments. Oversee all private developments, either through review or supervision of outside consultants, to ensure Federal, State and Local compliance of engineering standards. Essential Job Functions 1. Review developer's plans and specifications, prepares proper correspondence addressing engineering standards and respond to any neglected requirement items or areas. 2. Develop plans and specifications for city projects, MFT projects, and all city related public infrastructure projects, including layout and staking. 3. Prepares reports and technical studies as directed by City Administrator. 4. Respond to citizen complaints and concerns relating to drainage, water, sewer, platting and streets. 5. Create and maintain five (5) year capital plans and budgets. 6. Manage and evaluates the technical personnel and administrative support personnel. 7. Attends City Public Works Committee and Plan Council Meetings. 8. Provides technical support as requested for City Departments. 9. Oversees and reviews financial instruments as required for public and private infrastructure projects and recommends reductions and acceptance. 10. Provide oversight for projects involving consulting services. jdescsreng Revised 5/13/03 11. Coordinate projects involving other governmental agencies. 12. Performs other duties and responsibilities as directed by the City Administrator. Requirements - Knowledge, Skills and Abilities 1. Ability to utilize Auto CAD and Microsoft Excel Spreadsheet and Word. 2. Ability to interpret engineering and surveying documents. 3. Ability to use surveying equipment and other tools. 4. Ability to work at heights greater than ten(10) feet, walking over rough, able to lift 30 lbs,uneven terrain and working out of doors year round in a variety of weather conditions with exposure to the elements. 5. Ability to remain in a standing or sitting position for extended periods of time. 6. Knowledgeable of federal, state, and local regulations pertaining to public and private infrastructure, such as; safe drinking water, storm water management, roads/transportation, environmental/conservation, and sanitary sewer. 7. Ability to communicate effectively both orally and in writing. 8. Must have the ability to communicate with fellow employees through good people skills and process good sound management skills to be able to supervise employees. Minimum and Preferred Experience and Education 1. Graduation from an ABET—accredited college with a Bachelor of Science degree in Civil Engineering. 2. A current valid registration as a Professional Engineer in the State of Illinois. 3. Valid Illinois driver's license. 4. Must be willing to attend training classes to increase knowledge of job related responsibilities. 5. Any approved equivalent combination of experience and education that provides the required knowledge, skills and abilities. 6. Must have successfully completed a background investigation with findings of good character and no felony convictions. jdescsreng 444 Revised 5/13/03 The duties listed above are intended only as illustrations of the various types of work that may be performed. The omission of specific statements of duties does not exclude them from the position if the work is similar, related or a logical assignment to the position. The job description does not constitute an employment agreement between the employer and employee and is subject to change by the employer as the needs of the employer and requirements of the job change. jdescsreng h � THE DOCUMENT COMPANY X E ROX® To the attention of Traci Pleckham and the City Council of Yorkville, I wanted to take this opportunity to introduce myself as the dedicated Xerox Account Manager responsible to the City of Yorkville. Currently I work closely with Kendall county (Marcy Chatfield and Tim Popplewell in facilities management), providing them with support and service in managing their fleet of copiers. I would love the opportunity to do the same for the City of Yorkville. I can help make doing business with Xerox easier than ever before. I am your single point of contact for all of your office equipment needs. With full access to Xerox's great portfolio of products, solutions and services, I can quickly provide you with useful information and innovative products to help your business run more effectively and cost-efficiently. I can also provide: • Personal attention and immediate access to expertise for Xerox products and support services. Help is always just a phone call or e-mail away. We want to save you time so you can stay focused on your customers' needs. • Information on any Xerox related enquiry–including pricing, products etc.. Please feel free to contact me—any time, any way. Rest assured that my goal is to ensure that we're doing everything we can to deliver the best customer support in the business. Tracy, I look forward to working with you on this bid process and other future business needs. Best Regards, Re s4ted, wre74 Kevin Skanes, MBA Account Manager Xerox Corporation Toll Free: 1-866-765-4147 Fax: 1-866-229-7808 Intel: 8*280-3767 Email: mailto:kevin.skanes@can.xerox.com f City of Yorkville MonthlyMothly Full Service Trade Value Monthly Location Model Number Copies Per b Connected Copy Cost Per Copy Supplies Maintenance Replacing (Included in Lease Minute Volume Allowance Overage Agreement pricing) Payment Main Office Work Center Pro 65 65 Yes 45,846 50,000 $0.0059 Included Included Gestetner 3370 $4,000 $856.86 Main Office Document Center 555ST 55 Yes ? 0 $0.0079 Included Included Nothing 0 $356.70 Main Office Work Center Pro 32 16 color/32 b&w Yes ?/? 0/0 $0.089/$0.0129 Included Included Nothing 0 $313.15 Police Department Document Center 545ST 45 Yes 5000 5000 $0.0129 Included Included Gestetner 2651 $2,000 $297.29 Police Department Document Center 425ST 25 Yes 834 0 $0.0169 Included Included Copystar 2121 $2,000 $144.16 Beecher Document Center 535 35 No 4,167 4000 $0.0129 Included Included Nothing 0 $201.70 Library Digital Bookmark 30 No 2000 0 $0.0169 Included Included Gestetner 2622 $1,000 $205.27 Total Monthly Lease 1 $2,375.13 Request for Proposal Details: Pricing based on Illinois state contract Lease is a 60 month fair market value lease All maintenance is included-Xerox trained and certified technicians-Xerox OEM parts All supplies are included(excluding paper and staples)-Xerox OEM supplies Monthly copy allowance is included in monthly lease price Cost per copy overage is any copy over monthly copy allowance As discussed new equipment monthly copy allowance currently listed as 0 can be adjusted once avg is established Delivery, removal, and installation is included Training and network consulting fees are included All property tax and insurance is included WHY LEASE WITH XEROX? We at Xerox are proud of our products and the solutions they bring to our customers. One of those solutions is the XEROX Lease. Why the XEROX Lease? Because it's the best in the business for the customer. 4/ Put other choices to the test. This test: Will they... Yes or No ➢ Provide Free Delivery, Installation and Set-Up ? ➢ Bill at the END of the use period, not the beginning ? ➢ Pay Property Taxes ? Provide Insurance ? ➢ File All Necessary UCC1 and Other Documentation at No Charge ? ➢ Retain all Lease Obligations throughout the term of the Lease ? ➢ Provide Total Satisfaction Guarantee for the full term of the Lease ? XEROX does. Do they... ➢ Charge Documentation Fees ? ➢ Ask For Security Deposits ? ➢ Charge To Ship Equipment Back at the End of Lease ? ➢ Charge Late Fines ? ➢ Charge Interest Charges on top of the Late Fines ? ➢ Charge Interest on Insurance and Property Tax Payments ? ➢ Auto-renew for a full 12 months without notification? ➢ Assign lease to new owner with no lease obligations ? ➢ Lease the equipment "AS IS" with no warranty ? XEROX doesn't. The XEROX LEASE... best for the customer. Know the facts.... XEROX LEASING The Ultimate Guarantee TOTAL SATISFACTION GUARANTIE Part of the total value that you will receive by doing business with us is the Total Satisfaction Guarantee! If you are not totally satisfied with any of our equipment ordered under this agreement, we will, at your request, replace it without charge with an identical model or, at the option of us, with a machine of comparable features and capabilities. This guarantee will be effective for three years following initial equipment delivery, unless the equipment is financed by us for more than three, in which event it will be effective during the entire term of our financing (except for certain previously installed models which receive coverage for one year). This guarantee applies only to equipment that has been continuously maintained by us or our authorized representatives under our express warranty or our Maintenance Agreement. Total Stisfcon Guarantee The Ultimate Protection for your Business Investmen6 Signatures: r,m., 9-; �� � �T COPY CREDITS Ultimate Copy Protection We will credit our customers for any defective copies made during the use of our equipment. Ex: Customer copies (Honor System) Service Technician Copies (Repairs/Tests) Please save these copies for the service technician to collect/review at the time of a service call. Credits will appear on monthly billing. Signatures: _ - A-C.Cc tA..c 111\41111111N GENUINE * AFTERMARKET * " Made For " " Use In " *made by manufacturer *may void equipment warranty! What ' s YIILIR tEcheedin F 9 'YOUR coP ierP Manufacturers Genuine or Discount Aftermarket Top 3 Potential RISKS! 0 Void Manufacturers Warranty! ® Performance Fluctuations! (maintenance) (DILower Trade In Value! PIRI?TS howtobuyacopiercom independent consulting for customers&manufacturers t THEHEDOCUMENT COMPANY XEROX�� Service and Support Superiorsu ort behind�p ..„..iii, .., yourXeroxsolution. 4, The personal attention you deserve. , ... {� The quality results you expect. `r= , ,,,,,:,,, ,, as With any investment, your business wants to maximize results. That's why Xerox's worldwide support network of people,processes and technology exists. Our mission: assure that your Xerox • technology investment pays off. " x We are at your service where you need us, - ' when you need us, the way you need us. Dedicated to keeping your business running, we deliver the personal attention you - - �" deserve for the quality results you expect. u`< '1'1i^s }' - *s • ifM art'" ' ri R III . ISI For more information about all the ways that Xerox can help your business do great work,call 1-800-ASK-XEROX, or visit us on the Web at www.xerox.com. Maximizing your Xerox Maximizing your Xerox solution's performance. solution's availability. Comprehensive Support Network Skilled Customer Service Engineers • Delivers global knowledge at local point of need. • Industry,network and manufacturer-certified • Provides access to Xerox system specialists, professionals. industry and IT partners. • Extensive and ongoing training. • Links support all the way back to the Dedicated Accounts for Each Customer design engineers. Service Engineer • Provides continuous technology upgrades • Provides personal customer relationships. and improvements. •Develops in-depth knowledge of your 24/7 Customer Support—On Call,Online,On-Site unique requirements. •Dedicated customer call centers with Service Technology Tools first- and second level technical support. • Service engineers are connected through wireless • Online interactive support via the Web. laptops and local radio service networks. • Dispatched on-site service engineers. • Remote call dispatching delivers speedy Embedded Device Diagnostics call response. • Predicts potential problems before they occur. The support system behind •Enables proactive response to avoid downtime. every Xerox solution: •Assists to speed problem resolution. uniquely capable . . . uniquely Xerox. Global Knowledge Sharing Our business depends on helping your business do great • Collaborative technical database delivers work. That's why Xerox invests in delivering support up-to-the-minute worldwide information whose breadth and depth is unmatched in the industry. at point of need. • Provides instant access to latest technical Whether your business is small and local, or large and solutions and innovations. global, your technology investment deserves the reliable protection only Xerox support provides. It's what you expect. It's what we deliver. mom pia ®2003 XEROX CORPORATION.All npnts reserved.XEROX®,The Document Company®and the dipltal x®are trademarks of XEROX CORPORATION.Support Center Practices(SCP)Certification is a registered trademark of Service Strate0ies Corporation.Printed In U.SA 04/03.36 USC 220506 XEROX 610P716690 Worldwide Partner GENERAL TERMS: The following terms apply to all sale and maintenance «unnyernent oases upun if rruuuut uerny rnouureu LU your . transactions: specifications or being used or sold with products not provided by 1. PRODUCTS. "Products"refers to all equipment("Equipment"),as Xerox. well as software,and supplies ordered under this Agreement. You represent 5. LIMITATION OF LIABILITY. Xerox shall not be liable to you that the Products are being purchased for your own use(rather than resale) for any direct damages in excess of$10,000 or the amounts paid and that they will not be used primarily for personal,household or family hereunder,whichever is greater,and neither party shall be liable to the purposes. other for any special,indirect,incidental,consequential or punitive 2. PAYMENT,TAXES. Payment is due within twenty(20)days of the damages arising out of or relating to this Agreement,whether the claim invoice date or on the due date listed on the invoice,whichever is earlier. In alleges tortious conduct(including negligence)or any other legal theory. addition to any charges set out on the front page of this Agreement,you will In addition,XEROX DISCLAIMS THE IMPLIED WARRANTY OF be responsible for any non-typical delivery or removal expenses incurred. FITNESS FOR A PARTICULAR PURPOSE. A. You shall be responsible for any and all applicable Taxes,which 6. ASSIGNMENT. You may not assign any rights or obligations will be included in Xerox's invoice unless you provide proof of your tax under this Agreement without Xerox's prior written consent. Xerox may assign this Agreement,in whole or in part,without prior notice to you. exempt status. "Taxes"shall mean any tax,assessment or charge imposed or collected by any governmental entity or any political subdivision thereof, Each successive assignee of Xerox shall have all of the rights but none however designated or levied,imposed on this Agreement or the amounts of the obligations of Xerox hereunder. You shall continue to look to payable to Xerox by you for the billing of Products,Print Charges,services Xerox for performance of Xerox's obligations,including the provision of and maintenance of any kind;Taxes include,but are not limited to,sales and Basic Services,and waive and release any assignees of Xerox from use,rental,excise,gross receipts and occupational or privilege taxes,plus any such claim. You shall make all payments due hereunder to any any interest and/or penalty thereon, but excluding any personal property assignees specified by Xerox,in accordance with the instructions of taxes and taxes on Xerox's net income. If a taxing authority determines that said assignees. You shall not assert any defense,counterclaim,or Xerox did not collect all applicable Taxes,you shall remain liable to Xerox for setoff that you may have or claim against Xerox against any assignees such additional Taxes. of Xerox. 3. BASIC SERVICES. Xerox will provide the following Basic Services 7. MISCELLANEOUS. This Agreement constitutes the entire under an express warranty or maintenance agreement: agreement as to its subject matter,supersedes all prior and contemporaneous oral and written agreements,and shall be construed A. REPAIRS AND PARTS. Xerox will make adjustments and repairs under the laws of the State of New York(without regard to conflict-of- necessary to keep Equipment in good working order(including such law principles). Xerox may retain a reproduction(e.g.,electronic image, adjustments or repairs required during initial installation). Parts required for photocopy,facsimile)of this Agreement which shall be considered an repair may be new,reprocessed,or recovered. All replaced parts/materials will become Xerox's property. equivalent to the original;in addition,Xerox may accept this Agreement either by its signature or commencing performance(e.g.,Equipment B. HOURS AND EXCLUSIONS. Unless otherwise stated,Basic delivery). All changes to this Agreement must be made in a writing Services will be provided during Xerox's standard working hours(excluding signed by both parties;accordingly,any terms on your ordering Xerox-recognized holidays)in areas within the United States,its territories, documents shall be of no force or effect. In any action to enforce this and possessions open for repair service for the Equipment at issue. Basic Agreement,the parties agree to waive their right to a jury trial and to Services shall cover repairs and adjustments required as a result of normal pay the prevailing party's costs and expenses,including reasonable wear and tear or defects in materials or workmanship(and shall exclude attorneys'fees. repairs or adjustments Xerox determines to relate to or be affected by the SALE TERMS: The following additional terms apply only to sale use of options,accessories,or other connected products not serviced by transactions: Xerox as well as any non-Xerox alterations, relocation,service,supplies,or 8. TITLE, RISK,AND RELOCATION. ForEquipment consumables). C. INSTALLATION SITE AND METER READINGS. The equipment purchased outright,title will pass to you upon payment in full and risk of loss will pass to you upon shipment from a Xerox controlled facility. For installation site must conform to Xerox's published requirements throughout Equipment purchased on an installment basis,title and risk of loss will the term of this Agreement. If applicable,you must provide meter readings in pass to you upon shipment from a Xerox controlled facility. Until you a manner prescribed by Xerox. If you fail to provide timely readings,Xerox have paid for the Equipment in full,all Equipment relocations must be may estimate them and bill you accordingly. arranged(or approved in advance)by Xerox.All parts/materials D. REMEDY. If Xerox is unable to maintain the Equipment as replaced as part of an upgrade will become Xerox's property. described above,Xerox will,as your exclusive remedy for Xerox's providing 9. WARRANTY. Any warranty to which you are entitled shall Basic Services,replace the Equipment with an identical product or,at commence upon installation(except for products designated as Xerox's option,another product of equal or greater capabilities. This Customer Installable for which the warranty will commence upon replacement product shall be subject to these same terms and conditions shipment from a Xerox-owned facility). Warranty coverage for any including any remaining warranty period. product utilizing Cartridges is conditioned upon your using only E. CARTRIDGE PRODUCTS.If Xerox is providing Basic Services for unmodified cartridges purchased directly from Xerox or its authorized a product utilizing cartridges designated by Xerox as customer replaceable resellers in the United States. ("Cartridges"),and unless you have entered into a Standard Maintenance 10. CARTRIDGES. To enhance print quality,the cartridge(s)in Agreement as described below,you agree to use only unmodified cartridges many models of Equipment have been designed to cease functioning at purchased directly from Xerox or its authorized resellers in the United States. a predetermined point. In addition,many Equipment models are F. OPERATOR MAINTENANCE PROCEDURES FOR DOCUCOLOR designed to function only with cartridges that are newly manufactured 70,DOCUCOLOR 100 AND DOCUCOLOR 130. If Xerox is providing Basic original Xerox cartridges or with cartridges intended for use in the U.S. Services for your DocuColor 70,DocuColor 100 or DocuColor 130,you Equipment configuration which permits use of non-newly manufactured agree to perform all operator maintenance procedures set forth in the original Xerox cartridges may be available from Xerox at an additional applicable Printer Operator Guides(including the purchase of all referenced charge. Certain cartridges are also sold as Environmental Partnership parts,tools,and supplies). Cartridges;you agree that these cartridges remain the property of Xerox G. PC/WORKSTATION REQUIREMENTS. In order to receive Basic and you shall return them to Xerox for remanufacturing once they cease Services and/or Software Support for equipment requiring connection to a functioning. PC or workstation,you must utilize a PC or workstation that either(1)has 11. EQUIPMENT STATUS. In support of Xerox's environmental been provided by Xerox or(2)meets Xerox's published specifications. leadership goals,and unless you are acquiring Previously Installed 4. INTELLECTUAL PROPERTY INDEMNITY. Xerox will defend and Equipment,Equipment will be either(a)"Newly Manufactured,"which indemnify you if any Product is alleged to infringe someone else's U.S. may contain some recycled components that are reconditioned; (b) intellectual property rights provided you promptly notify Xerox of the alleged "Factory Produced New Model",which is manufactured and newly infringement and permit Xerox to direct the defense. Xerox.is not serialized at a Xerox factory,adds functions and features to a product responsible for any non-Xerox litigation expenses or settlements unless it previously disassembled to a Xerox predetermined standard,and preapproves them in writing. To avoid infringement,Xerox may modify or contains both new components and recycled components that are substitute an equivalent Product,refund the price paid for the Product(less reconditioned; or(c)"Remanufactured",which has been factory the reasonable rental value for the period it was available to you),or obtain produced following disassembly to a Xerox predetermined standard and any necessary licenses. Xerox is not liable for any infringement-related contains both new components and recycled components that are liabilities outside the scope of this paragraph including but not limited to reconditioned. Form t 51858tc(05%2001) IZ. GKtul I I-11J I UKT. Hs part of trim transaction,xerox may exclusive,non-Iransferaole license to use mis software witnln me United , investigate your credit history. Unless you have already paid in full,and even States on any single unit of equipment for as long as you are current in if Products have been delivered,Xerox may,within 60 days following its the payment of any indicated software license fees(including any acceptance of this Agreement,revoke the Agreement if your credit approval Annual Renewal Fees). You have no other rights to the Base or is denied. Application Software and,in particular, may not(1)distribute,copy, 13. NON-CANCELABLE AGREEMENT,PREPAYMENT AND modify,create derivatives of,decompile,or reverse engineer this BREACH OF INSTALLMENT SALES. software;(2)activate any software delivered with or within the A. This Agreement cannot be canceled or terminated except as Equipment in an unactivated state; or(3)allow others to engage in expressly provided herein. Your obligation to make payments and to pay any same. Title to the Base and Application Software and all copyrights and other amounts due hereunder shall be ABSOLUTE AND UNCONDITIONAL other intellectual property rights in it shall at all times reside solely and shall not be subject to any delay,reduction,set-off,defense, with Xerox and/or its licensors (who shall be considered counterclaim or recoupment for any reason whatsoever. any claim which third-party beneficiaries of this Agreement's software and limitation of you may have against Xerox may be asserted IN A SEPARATE ACTION liability provisions). AND solelyagainst Xerox,PROvidedB. Xerox mayterminateyour license for anyBase you continue to fulfilla e Software(1) 9all your obligations under this agreement. immediately if you no longer use or possess the Equipment or are a B. You may prepay your remaining principal balance on Equipment lessor of the Equipment and your first lessee no longer uses or purchased on an installment basis at any time,thereby eliminating your possesses it or(2)upon the termination of any agreement under which obligation to pay future finance charges. you have rented or leased the Equipment. C. If you fail to make any payment within ten(10)days of the date C. If you transfer possession of the Equipment,Xerox will offer payment is due or breach any other obligation under this Agreement,Xerox, the transferee a license to use the Base Software within the United in addition to any of its other remedies(including the cessation of Basic States on or with it,subject to Xerox's then-applicable terms and Services),may require immediate payment of(a)the entire unpaid principal license fees, if any,and provided the transfer is not in violation of balance;(b)late charges equal to 10%of the amount due or$25.00, Xerox's rights. whichever is higher(not to exceed the maximum amount permitted by law); D. Xerox warrants that the Base and Application Software will and(c)interest on all amounts due from the due date until paid at the rate of perform in material conformity with its published specifications for a 90- one and one-half percent(1.5%)per month(not to exceed the maximum day period from the date it is delivered or,for software installed by amount permitted by law). Xerox, the date of software installation. Neither Xerox nor its licensors 14. INSURANCE AND SECURITY INTEREST ON INSTALLMENT- warrant that the Base or Application Software will be free from errors PURCHASED EQUIPMENT.You agree to maintain fire,theft and extended or that its operation will be uninterrupted. coverage insurance on Equipment purchased on an installment basis(which 20. SOFTWARE SUPPORT. During the period that Xerox shall name Xerox as an additional insured). Until you make your final provides Basic Services for the Equipment,Xerox will also provide installment payment for this Equipment,Xerox shall have a purchase money software support for the Base Software under the following terms. For security interest in it. You hereby authorize Xerox or its agents to execute on Application Software,Xerox will provide this same level of support your behalf all documents necessary to perfect this interest. provided you are current in the payment of all Initial License and Annual MAINTENANCE TERMS: The following additional terms apply only to Renewal Fees(or,for programs not requiring Annual Renewal Fees, maintenance transactions: the payment of the Initial License Fee and the annual"Support Only" 15. PRICING CHANGES FOR MULTI-YEAR AGREEMENTS. Xerox Fees): may annually adjust the Monthly Base and Print Charges established under A. Xerox will assure that Base and Application Software your multi-year maintenance agreement,each such increase not to exceed performs in material conformity with its published specifications and 10%. (For state and local govemment customers,this adjustment shall take will maintain atoll-free hotline during standard business hours to place at the commencement of each of your annual contract cycles.) answer related questions. 16. COMMENCEMENT, EXPIRATION,AND BREACH. Maintenance B. Xerox may make available new releases of the Base or will commence at the end of anywarranty Application Software that primarily incorporate coding error fixes and agreements ty period and expire on are designated as"Maintenance Releases". Maintenance Releases are the last day of the 12th,24th,36th,48th or 60th full calendar month thereafter,as applicable. If you breach this maintenance agreement,Xerox, provided at no charge and must be implemented within six(6)months in addition to its other remedies,may require immediate payment of all after being made available to you. Each new Maintenance Release amounts then due and reasonable liquidated damages to be calculated as shall be considered Base or Application Software governed by these the lesser of the remaining Minimum Monthly Maintenance Payments in the Software Terms. New releases of the Base or Applications Software Agreement's term or 6 such payments for one-year agreements(and 12 such that are not Maintenance Releases,if any,may be subject to additional payments for multi-year agreements). The Minimum Monthly Maintenance license fees at Xerox's then-current pricing and shall be considered Payment shall consist of(1)any Monthly Base Charge and(2)any Monthly Base or Application Software goverened by these Software Terms Minimum Number of Prints multiplied by the applicable Meter 1 Print (unless other wise noted). You agree to return or destroy all prior Charge(s). releases. 17. RENEWAL. Each maintenance agreement will be renewed C. Xerox will use reasonable efforts,either directly and/or with its automatically for successive terms of the same number of months as the vendors,to resolve coding errors or provide workarounds or patches, initial term unless a written notice of cancellation is received from you(or provided you report problems in the manner specified by Xerox. provided to you by Xerox)prior to expiration of the then-current term. Pricing D. Xerox shall not be obligated(a)to support any Base or for this renewal term shall be at Xerox's then-current published pricing. Application software that is two or more generations older than Xerox's 18. BILLING. Minimum Monthly Maintenance Payments are billed in most current release or(b) to remedy coding errors if you have advance,with additional Print Charges billed in arrears. For full-color modified the Base or Application Software. equipment,color prints are counted on Meter 1. E. Xerox may annually adjust the Annual Renewal and Support- SOFTWARE TERMS: The following additional terms apply only to Only Fees,each such increase not to exceed 10%. (For state and transactions covering Application Software and/or Xerox-brand Printing local government customers,this adjustment shall take place at the System, DocuTech,Color,High-Volume and Digital Copier-Duplicator,or commencement of each of your annual contract cycles.) Document Centre Products: 21. DIAGNOSTIC SOFTWARE. Software used to maintain the 19. SOFTWARE LICENSE. The following terms apply to copyrighted Equipment and/or diagnose its failures or substandard performance software and the accompanying documentation,including but not limited to (collectively"Diagnostic Software")is embedded in,resides on,or may operating system software,provided with or within the Equipment("Base be loaded onto the Equipment. The Diagnostic Software and method of Software")as well as software specifically set out as"Application Software" entry or access to it constitute valuable trade secrets of Xerox. Title to on the face of this Agreement. This license does not apply to any Diagnostic the Diagnostic Software shall at all times remain solely with Xerox Software nor to any software and accompanying documentation made and/or Xerox's licensors. You agree that(1)your acquisition of the subject to a separate license agreement. Equipment does not grant you a license or right to use the Diagnostic Software in any manner and(2)that unless separately licensed by A. Xerox grants you a non-exclusive,non-transferable license to use Xerox to do so, you will not use, reproduce,distribute,or disclose the the Base Software within the United States,its territories,and possessions Diagnostic Software for any purpose(or allow third parties to do so). (the"United States")only on or with the Equipment with which(or within You agree at all times(including subsequent to the expiration of this which)it was delivered. For Application Software,Xerox grants you a non- Agreement)to allow Xerox to access,monitor,and otherwise take FOITII 51858tc(05/2001) blCpb LU pICVCII&UIIdUUIUIILCU Ube UI IepI000 UUII UI llle uldyllUbUI. ACIUA LIIIUUyIIUUL LIIIb/Ay cum!el Itb lellll,tU)LU pdy au petbundl property Software. taxes related to these products;and(d)to assign to Xerox any rights GOVERNMENTAL TERMS: The following additional terms apply only to you have to these products until title shall pass from Xerox to you state and local government customers: (which,subject to any software licenses surrounding the acquisition of 22. GOVERNMENT CUSTOMER TERMS these products,shall occur when you obtain title to all Xerox Equipment covered by this Agreement). A. FUNDING. You state that it is your intent to make all payments 27. FINANCED SOFTWARE TOTAL. If this option has been required under this Agreement. In the event that(1)through no action selected,the initial license fees for any Application Software set forth in initiated by you your legislative body does not appropriate funds for the this Agreement shall be included in the amount financed on an continuation of this Agreement for any fiscal year after the first fiscal year installment basis and be paid for through your Monthly Installment Sale and has no funds to do so from other sources and(2)you have made a Payments. If you breach this software license or any of your obligations reasonable but unsuccessful effort to find a viable assignee within your regarding the Equipment,the full amount of the initial license fees shall general organization who can continue this Agreement,this Agreement may be immediately due and payable. be terminated.To effect this termination,you shall,30 days prior to the beginning of the fiscal year for which your legislative body does not 28. FINANCED SUPPLIES TOTAL.If this option has been appropriate funds,send Xerox written notice stating that your legislative body selected,the cost of any supplies you have purchased under this failed to appropriate funds and that you have made the required effort to find Agreement shall be included in the amount financed on an an assignee. Your notice must be accompanied by payment of all sums then installment basis and shall be paid for through your Monthly owed Xerox under this Agreement and must certify that the canceled Installment Sale Payments. If you breach any of your obligations Equipment is not being replaced by equipment performing similar functions regarding the Equipment,the full amount of the supply costs shall during the ensuing fiscal year. In addition,you agree at your expense to become immediately due and payable. return the Equipment in good condition to a location designated by Xerox and 29. REFINANCE OF PRIOR AGREEMENT.If this option has that,when returned,the Equipment will be free of all liens and been selected,the balance of your prior indicated agreement with Xerox encumbrances. You will then be released from your obligations to make any or a third-party shall be included in the amount financed on an further payments to Xerox(with Xerox retaining all sums paid to date). installment basis and shall be paid for through your Monthly B. TAX TREATMENT. This Agreement has been accepted on the Installment Sale Payments. If your prior agreement is with a third-party, basis of Xerox claiming any interest paid by you as exempt from federal you hereby acknowledge that you have the right to terminate the income tax under Section 103(c)of the Internal Revenue Code of 1986. agreement and agree to provide a statement from the third-party Should Xerox lose the benefit of this exemption as a result of your failure to identifying the equipment at issue and the amount to be paid off(as well comply with or be covered by Section 103(c)or its regulations,then,subject as a statement from you identifying the payee and mailing address for to the availability of funds and upon demand by Xerox,you shall pay Xerox your payoff check). If your prior agreement was with Xerox,the use of an amount equal to its loss in this regard. At the time of execution of this this refinance option shall render your prior agreement null and void. If Agreement,you shall provide Xerox with a properly prepared and executed you breach this Agreement,the full amount of your prior agreement copy of US Treasury Form 8038-G or 8038-GC. balance shall be immediately due and payable. C. PAYMENT AND BILLING.Your payment is due within 30 days of 30. ADJUSTMENT PERIOD. If this option has been selected,the our invoice date. All maintenance charges under this Agreement will be amount you pay Xerox to maintain the Equipment will be adjusted in billed in arrears.This Agreement shall not be automatically renewed. accordance with the information contained in the Adjustment Period ADDITIONAL TERMS: The following additional terms apply only to the portion of this Agreement;as a result,your initial monthly maintenance extent that you have agreed to one or more of the options described below: payments shall be different from those payable during the balance of this Agreement. 23. PREPAID INVOICE. If this option has been selected,you will not 31. K-16 BILLING SUSPENSION.If this option has been be required to pay your Monthly Installment Sale Payment during the initial selected,your Minimum Monthly Maintenance Payment and Print number of months indicated. 24. SUPPLIES INCLUDED IN BASE/PRINT CHARGES.If this option Charges will be suspended each year during the months indicated. During these months,you agree not to use the Equipment and that has been selected,Xerox will provide you with black toner,black developer, Xerox shall not be responsible for providing Basic Services on it. copy cartridges,and fuser("Consumable Supplies")throughout the term of 32. TRADE-IN EQUIPMENT.If this option has been selected, your Maintenance Agreement. For full-color Equipment,Consumable you are providing equipment to Xerox as part of this Agreement Supplies shall also include color toner and developer. You agree that the Trade-In Equipment")and the followingI Consumable Supplies are Xerox's property until used by you,that you will ("Trade-In shall apply: y: use them only with the Equipment,that you will return all Cartridges to Xerox A. TITLE TRANSFER. You warrant that you have the right to for remanufacturing once they have been run to their cease-function point, transfer title to the Trade-In Equipment and that it has been installed and that you will return any unused Consumable Supplies to Xerox at the and performing its intended function for the previous year at the address end of this Maintenance Agreement. Should your use of Consumable where the replacement equipment is to be installed. Title and risk of Supplies exceed the typical use pattern(as determined by Xerox)for these loss to the Trade-In Equipment shall pass to Xerox when Xerox items by more than 10%,you agree that Xerox shall have the right to charge removes it from your premises. you for any such excess usage. B. CONDITION. You warrant that the Trade-In Equipment is in 25. REPLACEMENT/MODIFICATION OF PRIOR XEROX good working order, has not been modified from its original AGREEMENT.If this option has been selected,this Agreement will replace configuration(other than by Xerox),and has a UL label attached.You or modify a prior agreement between you and Xerox covering the specified agree to maintain the Trade-In Equipment at its present site and in equipment. If it is a replacement agreement,the prior agreement shall be substantially its present condition until removed by Xerox. null and void. If it is a modification,the prior agreement shall remain in effect C. ACCRUED CHARGES. You agree to pay all accrued except that any new terms presented in this modification agreement(e.g., charges for the Trade-In Equipment up to and including payment of price,duration,configuration)shall take precedence over the prior terms for the Final Principal Payment Number and to pay all maintenance, the balance of the Agreement. In addition,modifications requiring a administrative,supply,and finance charges for this equipment through reamortization of installment sale payments may include a one-time the date title passes to Xerox. administrative/processing charge which will appear on your first bill under this 33. RUN LENGTH PLAN. If this option has been selected,the revised arrangement. first ten prints of each original(per run)are recorded and billed on both 26. XEROX AS FINANCIAL INTERMEDIARY. If this option has been meters with all subsequent prints recorded and billed on Meter A only. selected,you are purchasing on an installment basis specifically identified (Note that if a 5090 family product covered by this plan has its products that were selected by you and that are not sold by Xerox in the document handler left open,all affected copies will be recorded and normal course of its business. With regard to these products,you agree that billed on both meters.) Xerox is selling them to you"As Is"and without warranty or liability(either 34. FIXED PRICE PLAN.If this option has been selected,Xerox direct or indirect)of any kind. As such,and with regard to these products, will forego its right to increase the amount you pay Xerox to maintain YOU HEREBY WAIVE THE IMPLIED WARRANTY OF the Equipment throughout the initial term of this Agreement. MERCHANTABILITY. Xerox assigns to you,to the extent assignable,any 35. PER-FOOT PRICING. If this option has been selected,all warranty rights it has to these products(which rights shall revert to Xerox if Print Charges will be billed on a per-foot basis,with each linear foot you breach this agreement). You agree(a)that these products are not equal to one print. covered by Xerox's obligation to provide Basic Services;(b)to maintain a service agreement for these products with a service provider acceptable to Fonn;/ 51858tc(05/2001) JO. ANNUAL unAt'(ut rLHrv. It mis option ries oeen seiecteo,me Base.Charge for your maintenance plan will be billed annually in advance. 37. EXTENDED SERVICE HOURS. If this option has been selected,Xerox will provide Basic Services during the hours indicated, with the first number establishing the number of eight-hour shifts covered and the second establishing the days of the week(e.g.,2 x 6 would provide service from 8:00 A.M.to 11:59 P.M., Monday through Saturday). The cost of this enhanced service coverage will be billed separately and,as such,is not included in your Minimum Monthly Maintenance Payment or Print Charges. 38. STANDARD MAINTENANCE AGREEMENT. If this option has been selected,Xerox will provide Basic Services for the Equipment subject to your payment of the indicated annual charge(which in all cases is nonrefundable)along with a standardized per-call charge established by Xerox(which is subject to adjustment by Xerox at its discretion). 39. ATTACHED ADDENDA. If this option has been selected,you acknowledge that one or more specified addenda(as indicated)have been provided to you. These addenda,which provide additional terms relevant to the transactions covered hereunder,are hereby fully integrated into this Agreement. 40. NEGOTIATED CONTRACT. If this option has been selected,this Agreement is subject to the terms contained in the identified Negotiated Contract. If the terms contained in this Agreement conflict with those contained in the Negotiated Contract,the terms of the Negotiated Contract shall prevail. Forint' 51858tc(0.5!2001) • • WebBoard: News: Xerox News Page 1 of 2 May 20, 2003 Newest Xerox Digital Office Copiers, Multifunction Systems Named 'Best In Class' By 'Better Buys For Business' On the heels of a major expansion of its office product line, Xerox's newest digital copiers and multifunction systems have earned "Editor's Choice" awards from Better Buys for Business, a leading independent research and evaluation guide. This year, Xerox captured top rankings for mid- volume copiers and multifunction devices with its CopyCentreTM, WorkCentre® and WorkCentre® Pro systems. "We evaluate hundreds of models from all major manufacturers, and it's clear that Xerox offers superior technology solutions for businesses and workgroups of all sizes," said Jonathan Bees, editor-in-chief, Better Buys for Business. "These new models have it all—reasonable prices, excellent technology and impressive productivity. Offices looking for a powerful multifunction systems will not be disappointed." Better Buys for Business recognized the Xerox CopyCentre C35 and C45 digital copiers along with the WorkCentre M35 and M45 digital copier-printers and WorkCentre Pro 35 and 45 advanced multifunction systems as "best in class"products for 2003. Awards are given to equipment that delivers the highest levels of performance and offers the greatest value for customers in a given price range. The WorkCentre Pro 35 and 45 are advanced monochrome digital multifunction systems. In addition to working with Windows, they are compatible with Macintosh and Unix systems and have the ability to handle Postscript, PCL, and TIFF files. They offer open architecture, advanced networking, and easy integration with software solutions from third-party providers. The WorkCentre M35 and M45 offer the essential features of a Xerox multifunction device, such as concurrent scan-while-print, scan-once/print-many technology, and job monitoring at the device and desktop. The CopyCentre C35 and C45 are monochrome digital copiers with a space-saving footprint, ideal for small- to mid-sized workgroups and offices. The six devices all print or copy at 35 or 45 pages per minute and are among 21 new and enhanced systems that Xerox unveiled April 30. "These products represent a new era for Xerox and our customers," said Jim Miller, president, Xerox Office Group. "These systems can meet every budget, satisfy big or small offices, and accomplish both simple and complex jobs." Better Buys for Business evaluates products from all major manufacturers, as well as researches customer and dealer feedback. The evaluations include a combination of hands-on testing, user surveys and worldwide visits to manufacturing facilities and trade shows. Earlier this year, Xerox was selected "best in class" for high-volume copiers and multifunction devices. This latest recognition comes in a newly created category for mid-volume systems. The Xerox award-winning CopyCentre, WorkCentre and WorkCentre Pro will be featured on the cover of the Better Buys for Business 2003 Mid-Volume Copier & Multifunction Guide, which will be published in June. http://xww.internal.xerox.com/Insight/Press.cfm?release=5 8F9F23 7-73 50-4A8D-9A21-C3I 06/04/2003 { • Page 1 of 2 THE DOCUMENT COMPANY XEROX. I`Xerox Newsroom EXerox Investor Relations F Xerox safety engineer Brian Ayers evaluates air quality in a manufacturing clean room operation in Webster, N.Y. Xerox measures the quality of the air both in its plants and in the atmosphere ? surrounding them. Since 1991, there has been an e' 89 percent reduction in air emissions from Xerox .` ,; supplies manufacturing operations -- its most chemically-intensive processes. ihresi Larger View (3PG, 161 KB) See Additional Photos Below Waste-Free Strategies Benefit Xerox, Its Customers Contact Inforrr and the Environment Media Contacts Annual Progress Report Details Savings Such As Recycling 94 Percent of Bill McKee +1-585-423-4476 or Returned Equipment, Cutting Dust Emissions 81 Percent 585-737-9069 Bill.Mckee@usa.xero> ROCHESTER, N.Y. Nov. 21 2002 -- Conventional thinkin Xerox Corporation g su ggests that USA environmental and employee safety initiatives are a luxury for businesses in a slow economy. Yet Xerox Corporation (NYSE: XRX) is stepping up its already-ambitious Sandy -385- i +1-585-385-0834 programs, and they continue to pay off for the company, its employees, its smauceli(Tmindsprinc customers and the environment, according to Xerox's just-released report. Lightyear Marketing E Xerox USA "We consider protection of the environment and the health and safety of our people to be fundamental components of our commitment to good corporate citizenship," said Jack C. Azar, vice president, Environment, Health and Safety at Xerox. "Even when changing business strategies and external pressures posed significant challenges, we never wavered." Embedding this vision in Xerox business operations has delivered year-over-year gains in energy savings and reuse-and-recycle rates in both factories and products as well as improvements in employee safety measurements. Among the successes detailed in the company's new 2002 Environment, Health and Safety Progress Report, Xerox: • Prevented 149 million pounds of material from entering landfills through the reuse and recycling of Xerox equipment in 2001. Total waste diverted from landfills through equipment remanufacture and parts reuse/recycle from 1991 to 2001 was more than 1.2 billion pounds. This volume of material would fill nearly 137,000 garbage trucks, which lined up end to end would stretch 520 miles -- the distance from Chicago to Memphis. • Enabled energy savings of nearly 1.5 million megawatt hours of electricity in 2001 through reuse of parts and the sale of ENERGY STAR® products. That's enough energy to light more than 1 million U.S. homes for a year. • Cut emissions of ozone and dust from Xerox equipment by 56 percent and 81 percent, respectively, from a 1990 baseline. These reductions are one result of Xerox's waste-free product goals, which have also encompassed energy- efficient product design enabling customer energy savings. • Recycled 90 percent of all non-hazardous solid waste in 2001. That includes recovery and recycling of 94 percent of all "end-of-life" equipment returned http://www.xerox.com/go/xrx/template/inv_rel_newsroom.j sp?subfol ivat=print&Xcntry=1... 06/04/2003 Page 2 of 2 to the company. • Beneficially managed 99 percent of hazardous waste through treatment, recycling or fuels blending. Since 1991 there has been an 89 percent reduction in air emissions from Xerox supplies manufacturing operations - its most chemically-intensive processes. • Reduced the number of musculoskeletal injuries among Xerox employees in U.S. manufacturing operations by 65 percent since 1992. "Our goal - waste-free products from waste-free facilities - is both a challenging and a rewarding way to do business," Azar said. "It has sparked creative thinking and multimillion-dollar savings worldwide." For instance, an energy conservation program in Rampur, India, last year reduced energy consumption in copier manufacturing operations by 46 percent. Earlier, in the U.S., Xerox employees found they could clean returned Xerox equipment with dry ice pellets instead of volatile organic solvents. The substitution not only contributed to a reduction in hazardous waste, but it has also reduced cleaning time by 40 percent and lowered cleaning costs by 35 percent. Aiming to fine-tune its program, Xerox plans to strengthen environment, health and safety requirements for its global suppliers, invest in technology to reduce environmental impacts of its products, and continue expanding its range of products and solutions that are accessible by people with disabilities, the report said. The company is setting stretch targets for future products that include improvements in product energy efficiency and in equipment, supplies and packaging design for reuse or recycling. Covering subjects ranging from ergonomic programs in its manufacturing facilities to the amount of electronic waste recycled, the 2002 Environment, Health and Safety Progress report provides a comprehensive view of Xerox programs worldwide. It is available at www.xerox.com/ehs/progressreport. - XXX - In 2001, Xerox enabled energy savings of 49 million therms -- more energy than our worldwide research and manufacturing facilities consumed in the same time period -- by reusing parts to remanufacture equipment and incorporating ENERGY STAR features into Xerox products. t, i II Larger View (]PG, 498 KB) . Back to Top Copyright 2002 XEROX CORPORATION. All rights reserved. http://www.xerox.com/go/xrx/template/inv_rel_newsroomj sp?subformat=print&Xcntry=1... 06/04/2003 KOPY KAT COPIER, INC. ' 1550 NORTH FARNSWORTH AVENUE, AURORA, ILLINOIS 60505 • (630) 851-9822 • FAX: (630) 851-9855 12 EAST MAIN STREET, PLANO, ILLINOIS 60545 • (630) 552-0320 • FAX: (630)552-0325 Quotation for: United Cityof Yorkville 800 Game Farm Road Yorkville, IL 60560 Attn: Traci Joan Boldan KopyCopierKat GESTETNER • RICOH • SAVIN • MURATEC • CANON • SHARP SALES • SERVICE • SUPPLIES • DIGITAL • COPIER • FACSIMILE • DUPLICATOR KOPY KAT COPIER, INC. 1550 NORTH FARNSWORTH AVENUE, AURORA, ILLINOIS 60505 • (630) 851-9822 • FAX: (630) 851-9855 12 EAST MAIN STREET, PLANO, ILLINOIS 60545 • (630) 552-0320 • FAX: (630) 552-0325 All equipment will be fully networked. Maintenance contract will include all parts, labor, travel time, mileage plus toner and developer. Kopy Kat Copier Inc. will bill United City of Yorkville for only the copies you use. You will be given one invoice with a breakdown of each location and volume. This contract will be billed at $.010 per copy. Kopy Kat Copier will guarantee this cost for 3 years. At that time we will raise the cost 5% for the next years. The cost per copy for color copies is $.08 per copy. Traci, If I can answer any further questions please feel free to call me at 630-851-9822 or my cell phone at 630-461-2373. Kopy Kat Copier has been a long standing vendor for Yorkville. We hope to continue that relationship. Sincerely, /Joan Boldan Kopy Kat Copier GESTETNER • RICOH • SAVIN • MURATEC • CANON • SHARP SALES • SERVICE • SUPPLIES • DIGITAL • COPIER • FACSIMILE • DUPLICATOR COST PER IMAGE ANALYSIS Current Volume: 67,147 Billed at Various Amounts: $2,328.50 Proposed Volume: 67,147 B & W Copies billed at $.001/copy: $671.47 Color Copies billed at $.08/copy: $69.36 Total: $740.83 Lease Options: 60 Months (FMV) Lease* $1,516.00 36 Months (FMV) Lease* $2,209.00 *with a non Appropriation Form signed Currently you are paying for service alone: $2,328.50 Proposed cost including new equipment)_ $2,256.83 ScyP/,es (an increase of$47.33) Connected Digital Systems as follows: 1. Main Office Gestetner 7502 Including: ADF Unlimited Duplex Print/Scan Finisher w/ Stapler, 3 Hole Punch 4 Position Punch Retail Price: $40,195.00 Government Price: $20,381.00 Color Applications as follows: 2. Main Office Gestetner DSc232SP Including: 32 cpm B&W 10 cpm Full Color Photo Mode User Codes Print/Scan Post Script Networked Retail Price: $19,450.00 Government Price: $13,104.00 1. Police Department Gestetner 5502 Digital System Including: 55 cpm ADF Unlimited Duplex Networked Finisher with Stapler, 3 Hole Punch Retail Price: $25,219.00 Government Price: $12,866.00 2. Police Department Gestetner 3502 Digital System Including: 35 cpm ADF Unlimted Duplex Networked Finisher with Stapler Retail Price: $17,403.00 Government Price: $8,892.00 1. Main Office-Lower Level Gestetner 5502 Digital System Including: 55 cpm Unlimited Duplex Networked Finisher with Stapler, 3 Hole Punch 4 Position Punch Retail Price: $25,219.00 Government Price: $12,866.00 1. Beecher Location Gestetner 3502 Digital System Including: 3 5 cpm ADF Unlimited Duplex Networked Finisher with Stapler Retail Price: $17,403.00 Government Price: $8,892.00 Jun . 10 . 2003 9 : 13AM No . 1961 P 2 � " G re a to m e ri a a" Lease Agreement LEssDR: menca Leasing Corporation -7 PO Box 609,Cedar Rapi4S,IA 52106.0609 LEASING C 0 R P O R A T I O N 62S First Street St,Cedar Rapids,!A 52401 maillniLeine NO. LESSEE(hereinafter referred to as"You'or`Your') I Fun Lepel Came Mures Otr Stale Op County , VENDOR(verdo..to shot G froAmoio's A9art nor isVcndar autharvd to waive or alter any tons of this Leese)!1UIPMENT LOCATION (it other than above) TERMS AND CONDITIONS•PLEASE READ CAREFULLY BEFORE SIGNING DESCRIPTION OF EQUIPMENT LEASED- See ttached schedule for additio r, nt Q �a . ... . ,,. , .-.._,nal egtripment. l Qwrmay Type,Make,Motel Numtx•and inducted accessories • Sart f MONTHLY RENTAL PAYMENTS OF$ plus tax SECURITY DEPOSIT $ PURa1ASE OPl ION: (01EC x ONE) [J FAIR MARKET VALUE p $1.00 Or ❑OTHER( _,'Ye of equipment cost) JAIME AGREEMENT AND FEE$: You (the Lessee Us at the end of the lease term (or any renewal term);2) You (reach any other term of the Lease or any other Neck d blame)want to acquire the stove Equipment from timely pay thsc pv 1wsc uptiat;er 3)deearer to US written agreement with us, then You will lr in default of this Vendor, You worst Us,evpotemerros tensing Corporation, notice at least state(60)days poor to thc expiration of lir Lease. 1/You default,We"my requ'ae that You pay 1)all to bury the Equipment and then lease It to You.The Lease term or renewal term, then this Lease will automatically past due amounts under this Lease, and it) all luture Agr0wnetn (Iles Lease) will begin on the date the renew an the f:Iirrte terms ah a nientnly Dads.`Average amours owed for the unroofed term, Oi$Co.hrl,el et the Cquipmnra a rdcfNered 10 Yoe or any Later date WI- Seleetee Condition' means the Equipment is immediately rate of 6% per annum. Upon A drMt/t, We may also designatel•We may charge You a reasonable fee to cover available for use by another lessee without the need of any choose to repossess the Pquiprncnt.If We do riot choose to doeumereaton and investigation costs. this Lease is NON- repair. You also agree to relenburse Las(or repair costs.If repossess the Equipment, You will also pay to Us our CANCELLAALE FOR THE ENTIRE LEASE TERM. YOU Ynu are granted a purchase option,And proeidrd You have booted lesidual value for the Equipitent. We ars also use UNDERSTAND THAT WE ARE BUYING THE not defaulted under this Lease, You may purchase the any and aft rerhedies available to Us under the UCC or any EQUIPMENT BASED ON YOUR UNCONDrnortAL Equipment from Us'WHERE IS, AS IS'for the option other law. You agree to pay all the costs and esprnscS, ACCEPTANCE OF TIE EQUIPMENT AND YOUR twice et the end of the base term.At serf termination or this including attorney's fees,We ince in any dspne related to PROMISE TO PAY US UNDER THE TERMS OF THIS Lease,if You have not defaulted,your security deposit will this Loose or thc Equipment.you also agree to pay Interact LEASE, WITHOUT 5ET•DFFS, EVEN IF THE be refunded to YOU without interest Your security deposit on all past due amounts,from the due date until paid,et EQUIPMENT DOES NOT WORK PROPERLY OR IS may be com,nirhni,J woe, wo of ler strait.You may not the bud of one and one-haif percent(1.5%)per month or DAMAGED FOR ANY REASON,INCLUDING REASONS payoff this Lease in full and return the Cquinmtss)pear In 11W Iskilr.t lawful min. THAT ARE NOT YOUR FAULT.If any amount payable to the end of the lease term without our consent and We may ASSIGNMENT: You hew no ride to s>eV, transfer, Us is not pant when due,You will pay Us a'late charge' charge You,in addition to the other anountS owed under assien or sublease the Equipment or this Lease.Wit may - equal to: 1)the greater of ten()O)cents for duh Oulter this Lease, an early tcrminabon Ice equal to frvc percent sett assign or transfer this Lease or our rights in the overdue or twenty-six(526.00)dollars; or 2)the highest (5%)of the tonal amount We paid for the Equipment Equipment.You thee that V We sell,assign or transfer this awful Hung,„whichever is less QW(yf WHIP. TITLE AND UCC's; Except for any Lease,the new owner wi)have our rights,but It will ret be NO WARRANT":We are teasing Use Equipment to You software COvtmd lay this lraye the SoltwOre,we are the subject to any claim, defense or set-oft mat You esswrt AS IS.We do not manufacture the Cquipmunt and are not owner of the Eguipment and hive tick:to it. Yui appoint against Us or airy other party. related to the Vendor.You selected the Equipment and the Us as attorneyh-fore to erennee and file on your behalf, WAIVER OF ARTICLE 2A RIGHTS:You agree that Vendor,unreel an your own Judgment.You may canted the end at your cost,Uniform Carnmercial Code(Ott)flnanctng this Lease is a'finance lease'as that term it defined in Vendor for a statement of the warranties,rf any,prat the staternent(s)to show our interest in the Equipment. Article IA of the UCC.You hereby egrve to wane any and Vendor or manufacturer Is providing.We hereby assign to SOFTWARE: We do not have title to Ow.Software. We all rghts hod r eftediS grsntud to You by Sections 2A sue You the warranties gives to Us, If any. WE MAKE NO are not responstle for the Software or the obligations through 2A•522 of the U .including the right to reject sr WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ovnd try other You sr the kxuwv inmdee any Lioanse revoke acceptance of the Equipment. WARRANTIES OF MERCHANTABILITY OR FITNESS Agreement for the Software. If You properly otereee the MI5 AN,OK: You agree ttel this louse is the FOR A PARTICULAR PURPOSE, IN CONNECTION purchase option,if any,for the Equipment,You understand entire egreement between You and Us regarding the lease WITH THIS LEASE. You egret to atltle Shy depute.You 'hal We do rat own the Software and cannot transfer It to of the Equipment and supersedes any purchase order You may have retardiro performance of thc Couipecnt directly You. Except as provided in this parnOrapf,all referrnCeS 10 issue. My Change must be In writing and reined by each wit./1 the manufacturer or Venda. `Equlpmenr In this Lease Indid6 the Software. pony. We may ecuepl a facsimile copy of this Lease as an FOLsIPMENT USE AND REPAIR: You agree the LOSS AND INSIJtA CF:Yuu omit keep the Equipment original. ANY CLAIM RELATED TO THIS LEASE WILL Equipment writ u0 u''td for hr6ineii purpoie5 Only.YOU are rutty insured agaiict foes and will obtain a general puble BE GOVERNED BY IOWA LAW AND WILL BE responsible for keeping the Equipment in good vvrtuM liability insurance golly cpYenna the Fgospnsenl 1,111 els ADJUDICATED IN A STATE OR FEDERAL COURT order. Except for normal wear and tear, You are use. You will name Us as loss payee and an additional LOCATED IN CEDAR RAPIDS, IOWA-YOU HEREBY responsible for any iL.nv.ge Dr tons In Ile.Equipment.W,, armaaenl and provide IIt with tedence of itsurance.If YOU CONSENT TO PERSONAL JURISDICTION AND VENUE are not responsible for,and You will indemnify Us against do not, We may obtain msvrancc for You yne ala an IN SUCH COURT AND WAIVE ANY RIGHT TO Any clairM, Rases or damages, J oucang attoniey's fees, insurance fee to the payment amounts due from You. TRANSFER VENUE. EACH PARTY WAIVES ANY related to your use or lonuieANon of the Equipment,IN NO TAXES: You agree that You will pay when due ell tams RIGHT TO A TRIAL BY JURY. EVENT SHALL WE SE RESPONSIBLE FOR ANY reeling to this Lease ;send the Equehheht. If this Lease CONSEQUENTIAL OR INDIRECT DAMAGES. includes a it purchase option,You mercy to file any END Of TERM:If Yau fat to 1)return Use Equipment to required personal property ox returns. Us in Average Salt:Rile Ccpwlitim,to a luwlnn specified by DFFAULT• If You do not pay any stun by its due date,or THIS LEASE IS NOT BINDING ON US UNTIL WE SIGN BELOW. THIS LEASE IS NONCANCELLABLE FOR THE FULL LEASE TERM. LESSOR:GrmatAmerita Leasing Corporation LESSEE:(As Stated Above) By: _ _ Date Accepted: X _ Date: (Signature) (Signature) Print Name P.'Ode: Print Name Pa Tide: UNCONDITIONAL GUARANTY The undersigned uncondibunally guarantees that the Lessee Will bmcly perform ell obligations under this Lease. The undersigned also waives any notification if the Lessee is in default and consents to any extensions or modifications granted to the Lessee. In the event of default,the undersigned will Immediately pay all Sums due under the terms of this Lease without requinng Lecvr to proceed against Lessee,any other party or the Equipment. The undersigned(o0Scrlli to personal jurisdiction,venue,choice of law and jury tial waiver as stated in the"Miscallanenu'paragraph above and agrees to pay all costs and expenses,including attorney's Ices,ineurrcd by Lessor related to this guaranty. X.,.,, .---. Lndivlovally X (iALarU'otoeen) Juri . 10. 2003 9: 14AM No. 1961 P. 3 GreatAmerica GreatAmerica Leasing Corporation Telephone 800-234-8787 elm. Le•SIMO COMPONA11011 Fax 888-850-0067 pomp WOR% • INTEGRITY • EXCELLENCE Credit Application VENDOR To improve response time.may we contact`Le55.ee Directly? Yes D NO D Name Fax a Phone# E-Mail City,State Address Vendor Contact Vendor Number LESSEE Comoanv Name Phone N Address City State Zip E-Mail Contact Name Address '0Partnership ❑Corporation: Date Incorporated ,State ❑Proprietorship No.of Employees Business Nature Year Established PERSONAL DATA on Major Stockholders;Partners 0rEnoorietor • PCP-CONN INEORMAr1ON 15 REQUIRED FOR ALL CORPORATIONS IN HUSINLSS LESS THAN TWO YEARS.HAVING rtWER THAN 10 EMPLOYEES AND ALL PARTNERSHIPS OR PROPRIETORSHIPS. Name Title Home Address Social Security# 1. 2. BANK REFERENCES(Two-Year History) Name City/State Phone Ii Contact Account# 1. 2. •LEASE/LOAN REFERENCES • . Name City/State Phone ft Contact Account# 1. 2. EQUIPMENT To Be Leased Quantity Descnpdon Model 4 New or Used LEASE TERMS Term of Lease(In Months) Eouioment Cost S Rate Factor Installation Payment Amount 3 Other Lease Plan Taxes Security Deposit S Total Cost AU11jORII A�ATION ... . . I hereby authorize GreatAmerica or any credit bureau Or other investigative agency employed by GreatAmerice to investigate the references herein listed or statements or other data obtained rrorn inc or from any other person pertaining to my business and/or personal credit and financial responsibility. Date Signature/Title DISCLOSURE OF RIGHT TO REQUEST SPECIFIC REASONS FOR CREDIT DENIAL GIVEN AT TIME OF APPLICATION If your application for business credit is denied, you have the right to a written statement of the specific reasons for the denial. To obtain the statement, please contact GreatAmerica Leasing Corporation, 625 rt St SE, Cedar Rapids, Iowa 52401 (319-365-8000) within 60 days from the date you are notified of our decision. We will send you a written statement of reasons for the denial within 30 days of receiving your request for the statement. GALC(0102) LJui_ 10_, 2003,1 9_140 06/10/2003 8:26 PAGE 1/1 Leasing 11O_196LesP 4 GreatAme.ri'ca ` ' KaRo want • antalbr'Y EXt EILI ECE LESSOR; GreatAmerica Leasing Corporation P.O. Box 609 Cedar Rapids, Iowa 52406-0609 NON-APPROPRIATION OF FUNDS ADDENDUM This Addendum will become part of that certain Lease Agreement # dated as of ("Agreement") between Lessor and ("Lessee"). All capitalized terms used in this Addendum which are not defined herein shall have the meanings given to such terms in the Agreement. You hereby represent and warrant to Us that as of the date of the Agreement, and throughout the Agreement Term; (a) the individual who executed the Agreement had at the time of execution of the Agreement full power and authority to execute the Agreement; and that all required procedures necessary to make the Agreement a legal and binding obligation of the Lessee have been followed; (b) the Equipment Is essential to the immediate performance of a governmental or proprietary function by You within the scope of Your authority and shall be used during the Agreement Term only by You and only to perform such function; (c) that all payments due and payable for the current fiscal year are wthln the current budget and are within an available, unexhausted and unencumbered appropriation. In the event You are not granted funds In future fiscal years for the Equipment subject to the Agreement or for equipment which is functionally similar to the Equipment and operating funds are not otherwise available to You to pay the Rent and other payments due under the Agreement, and there Is no other legal procedure or available funds by or with which payments can be made to Us, and the appropriation did not result from an act or omission by You, You shall have the right to return the Equipment In accordance with the section in the Agreement ttled, Location, Inspection and Return of Equipment and terminate the Agreement on the last day of the fiscal period for which appropriations were received. At least thirty (30) days prior to the end of Your fiscal year, Your legal counsel shall certify in wrting that (a) funds have not been appropriated for the next Fisca( year; (b) such non-appropriation did not result from any act or failure to act by You; and (c) You have exhausted all funds legally available for payment of Rent. If you terminate the Lease because of non-appropriation of funds, You may not purchase, lease or rent, during such fiscal period, equipment performing functions similar to those performed by the Equipment for a period of twelve (12) months. LESSOR: LESSEE: GREATAMERICA LEASING CORPORATION By: By: Printed Name: Printed Name: Title: Ttle: Date; Date: 4,o c,r,. City of Yorkville June 9, 2003 4346. Current Cost Analysis Ia -t . r -Y[LI' Copies I Total Total per Monthly Total Cost Monthly Quarterly Total Yearly Current Copier Minute Location Volume Supplies per Copy 1 Cost Overages Costs Costs Gestetner 3370 70 Main Office 45,846 Included 0.01763'. $ 814.52 0.017 $ 2,443.55 $ 9,774.18 2nd Copier needed 50 Office Expansion $ 325.00 0.017 $ 975.00 $ 3,900.00 Gestetner 2651 51 Police Department 5,000 $ 220.00 0.0205 _ $ 102.50 0.016 $ 307.50 $ 1,230.00 I Copy Star 2121 21 Police Department 834 $ 55.00 0.048 $ 40.00 n/a_ $ 106.25 $ 480.00 Savin 9935DP 35 Beecher 4,167 $ 150.00 0.018 $ 75.00 0.016 $ 225.00 $ 900.00 HP D735 35 Riverfront 500 Separate N/A Gestetner 2722 22 Public Works 1,000 Separate N/A Gestetner 2822 22 Library 2000 Included 0.02975 $ 59.50 0.03 $ 178.50 $ 714.00 Outsourcing 5,800 0.0394 $ 228.60 $ 685.80 $ 2,743.20 Color Outsourced Main Office 867 N/A 0.8823 S 764.67 N/A S 2,294.00 S 9,176.00 Yearly Total 66,014 0.0206433 $ 2,409.79 $ 7,215.60 $ 28,917.38 Total expenses does not account for the capital purchase of$20,000 for Gestetner 3370 MIN .. LTA The essentials of imaging Prepared by Minolta Business Solutions with information provided by the City of Yorkville 5--,,;. _. 3 .,F0 c,.� City of Yorkville June 9, 2003 T . .o N Proposed Cost Analysis 9 .. Copies Total Total Proposed per Monthly Total Cost Monthly Quarterly Total Yearly Copier(s) Minute Location Volume Supplies per Copy Cost Overages Costs Costs Minolta Di650(n) 65 Main Office 45,846 Included 0.0085 $ 389.69 0.01 $ 1,169.07 $ 4,676.29 Minolta Di551(n) 55 Office Expansion 0.01 Minolta CF2002(n) 20 Main Office 867 Included 0.534 $ 462.98 N/A $ 1,388.93 $ 5,555.74 Minolta Di470(n) 47 Police Department 5,000 Included 0.0085 $ 42.50 0.01 $ 127.50 $ 510.00 Minolta Di351 35 Police Department 834 Included 0.0085 $ 7.09 0.01 $ 21.27 $ 85.07 Minolta Di470(n) 47 Beecher 4,167 $ 150.00 0.0085 $ 35.42 0.01 $ 106.26 $ 425.03 Savin 9935DP 35 Riverfront 500 $160.00 0.015 $ 7.50 0.016 $ 22.50 $ 90.00 Gestetner 2722 22 Public Works 1,000 Separate N/A Minolta Di183 18 Library 2000 Included 0.0085 $ 17.00 0.01 $ 51.00 $ 204.00 In House 5,800 Included 0.0085 $ 49.30 0.01 $ 147.90 $ 591.60 Yearly Total Service&Supplies 66,014 0.0087015 $ 1,011.48 $ 3,034.43 $ 12,137.73 Lease on New Equipment $1,315.00 * $ 3,945.00 $15,780.00 Grand Total $2,326.48 $ 6,979.43 $27,917.73 MIN LTA The essentials of Imaging Prepared by Minolta Business Solutions * 0 Down, 60 Month Balance of Payment Lease Option SUPPLIER i tMASTER AGREEMENT NO. Minolta Business MINOLTA Solutions THIS RENTAL AGREEMENT MAY BE USED AS A MASTER AGREEMENT BETWEEN YOU AND US, AND SHALL GOVERN ANY SCHEDULES, PURCHASE ORDERS OR OTHER INSTRUMENTS ("SCHEDULES") NOW OR HEREAFTER SIGNED BY YOU AND US WHICH REFER TO THIS RENTAL AGREEMENT. EACH SCHEDULE IN ADDITION TO ANY SPECIAL PROVISIONS IN THE SCHEDULE SHALL BE SUBJECT TO ALL OF THE REPRESENTATIONS, COVENANTS, TERMS AND CONDITIONS OF THIS RENTAL AGREEMENT. TO THE EXTENT OF ANY CONFLICT BETWEEN THE REPRESENTATIONS, COVENANTS, TERMS AND CONDITIONS OF THIS RENTAL AGREEMENT AND SCHEDULE, THIS RENTAL AGREEMENT SHALL GOVERN. USER s TERMS AND CONDITIONS The words YOU and YOUR mean the User. The words WE, US, and OUR refer to the / , Owner indicated on reverse. i ;1 ? - y `f 1.RENTAL ("AGREEMENT"): We agree to rent to you and you agree to rent from USER(FULL LE/GAL NAME) us the equipment listed in any Schedule(s) attached and made part hereof ("Equip- , ment"). You promise to pay us the rental payment according to the payment !, ,,,1 s -;. >; /';•; schedule shown in said Schedule(s). The parties intend this Agreement to be a BILLING ADDRESS finance lease under Article 2A of the Uniform Commercial Code. �. 2.TERM AND RENT: The initial term shall commence on the day that any of the CITY STATE ZIP Equipment is delivered to you ("the Commencement Date"). The installments of _ `` 1 ` rent shall be payable in advance, at the time and in the amounts provided in any PHONE NO.(s,}. ) 3J') 3- tl`' 37 DATED Schedule executed by you and us in connection with this Master Agreement, commencing on the Commencement Date and subsequent payments shall be due THIS AGREEMENT IS NOT CANCELABLE on the same date of each successive period thereafter until all rent and any additional rent or expenses chargeable under this Agreement and the attached Schedule(s) shall have been paid in full. Lessee obligation to pay rent and other obligations BY hereunder shall be absolute and unconditional and are not subject to any abatement, �r AUTHORIZED SIGNATURE TITLE set-off, defense or counter-claim for any reason whatsoever. 3.NO WARRANTIES: We are renting the Equipment to you "AS IS". WE MAKE NO PRINT NAME WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANT- ABILITY, OR FITNESS FOR A PARTICULAR PURPOSE IN CONNECTION WITH THIS THE TERMS AND CONDITIONS PRINTED ON AGREEMENT AND THE ATTACHED SCHEDULE(S). We transfer to you for the term of the Schedule(s) any warranties made by manufacturer or supplier to us. NEI- THE REVERSE SIDE ARE MADE A PART HEREOF THER SUPPLIER NOR ANY AGENT OF SUPPLIER IS AN AGENT OF LESSOR OR IS AUTHORIZED TO WAIVE OR MODIFY ANY TERM OR CONDITION OF THIS AGREE- MENT AND THE ATTACHED SCHEDULE(S). MAJOR ACCOUNT MASTER RENTAL AGREEMENT FORM 212R-1 TERMS AND CONDITIONS 4. OWNERSHIP, REDELIVERY AND RENEWAL: We are the Owner of the Equipment and have title to the Equipment. To protect our rights in the Equipment, in the event this Agreement and the attached Schedule(s)are determined to be a security agreement,you hereby grant to us a security interest in the Equipment and all proceeds,products, rents or profits therefrom. In states where permissible, you hereby authorize us to cause this Agreement or any statement or other instrument in respect to this Agreement showing our interest in the Equipment, including Uniform Commercial Code Financing Statements, to be filed or recorded and refiled and re-recorded and grant us the right to execute your name thereto. You agree to execute and deliver any statement or instrument requested by us for such purpose.You agree to pay or reimburse us for any searches, filings, recordings, stamp fees or taxes related to the filing or recording of any such instrument or statement. You hereby waive any and all rights and remedies granted you by Section 2A-508 through 2A-522 of the Uniform Commercial Code. On or before ninety (90) days prior to the expiration of the initial term of any renewal term of the attached Schedule(s)you shall give us written notice of your intention to return the Equipment to us. Provided you have given such timely notice,you shall return the Equipment, freight and insurance prepaid, to us in good repair condition and working order, ordinary wear and tear excepted, in a manner and to a location designated by us If you fail to so notify us, or having notified us, you fail to return the Equipment as provided herein, the attached Schedule(s) shall renew for additional terms of thirty (30) days each at a periodic rent equal to 100% of the rent provided herein. 5. MAINTENANCE, RISK OF LOSS AND INSURANCE: You are responsible for installing and keeping the Equipment in good working order. Except for ordinary wear and tear.you are responsible for protecting the Equipment from damage and loss of any kind. If the Equipment is damaged or lost,you agree to continue to pay rent.You agree during the Schedule(s) term, to keep the Equipment fully insured against damage and loss, naming us as the loss payee, to obtain a general public liability insurance policy from a company acceptable to us, including us as an additional insured on the policy. You agree to provide us certificates or other evidence of insurance. If you do not, you agree that we have the right but not the obligation to obtain such insurance, in which event you agree to pay us for all costs thereof. 6. INDEMNITY:We are not responsible for any losses or injuries caused by the installation, removal or use of the Equipment. You agree to reimburse us for and to defend us against any claims for losses or injuries (including attorney's fees and costs)caused by the Equipment. 7. TAXES AND FEES: You agree to pay when due or reimburse us for all taxes, fees, fines and penalties relating to use or ownership of the Equipment, to this Agreement, or any Schedule(s) now or hereafter imposed, levied or assessed by any state, federal or local government or agency. EQUIPMENT LOCATED IN VARIOUS STATES is subject to sales tax laws which require that tax be paid up front. If you choose to pay this tax up front,you may include, with your security deposit or advance rental, a check for the current percent of tax applied to the cost of Equipment. If you do not include payment up front, you authorize us to advance the tax and increase your monthly payment by an amount equal to the current tax percentage applied to the monthly rental shown above. 8. LOCATION OF EQUIPMENT: You will keep and use the Equipment only at your address shown on the attached Schedule(s) and for business purposes only. You agree that the Equipment will not be removed from that address unless you get our written permission in advance to move it. 9. DEFAULT AND REMEDIES: If you (a) fail to pay rent or any other payment hereunder when due; or(b) fail to perform any of the other terms, covenants or conditions of this Agreement and/or any Schedule(s) after ten (10) days written notice; or (c) become insolvent or make an assignment for the benefit of creditors, or file a petition under the Bankruptcy Code or one is filed against you;or(d) a receiver, trustee, conservator or liquidator is appointed with or without your consent,you shall be in default under the Agreement and the attached Schedule(s) and, we may, to the extent permitted by applicable law, exercise any one or more of the following remedies; (i) declare due, sue for and receive from you the sum of all rental payments and other amounts then due and owing under this Agreement or any schedule thereto,plus the present value of(x)the sum of the rental payments for the unexpired Schedule term discounted at the rate of 6% per annum and(y) the anticipated value of the Equipment at the end of the initial term or applicable renewal term of the Agreement and the attached Schedule(s) but in no event less than 15% of the original cost of the Equipment) discounted at the rate of 6% per annum and upon recovery of the same in full, the Equipment shall become your property, (ii) to similarly accelerate the balances due under any other agreements and/or any Schedule(s) between us; (iii)to take immediate possession of the Equipment, and to lease or sell the Equipment or any portion thereof, upon such terms as we may elect, and to apply the net proceeds, less reasonable selling and administrative expenses, on account of your obligations hereunder; (iv)charge you interest on all monies due us from and after the date of default at the rate of one and one third percent(1-1/3%)per month until paid but in no event more than the maximum rate permitted by law, (v) require you to return all Equipment at your expense to a place reasonably designated by us; (vi) to charge you for all the expenses incurred in connection with the enforcement of any of our remedies including all costs of collection, reasonable attorney's fees and court costs. Lessee shall also be liable for the attorney's fees and costs incurred by Lessor after a judgement has been entered against Lessee by any court. Whenever any payment is not made by you when due hereunder, you agree to pay us, not later than one month thereafter, as an administrative charge to offset our collection expenses, an amount calculated at the rate of ten cents per one dollar for each such delayed payment,with a minimum of$15.00, but only to the extent permitted by law. Such an amount shall be payable in addition to all amounts payable by you as a result of the exercise of any of the remedies provided herein. All our remedies are cumulative, are in addition to any other remedies provided for by law and may, to the extent permitted by law,be exercised either concurrently or separately. Exercise of any one remedy shall not be deemed an election of such remedy or to preclude the exercise of any other remedy. No failure on our part to exercise any right or remedy and no delay in exercising any right or remedy shall operate as a waiver of any right or remedy or to modify the terms of this Agreement and the attached Schedule(s). A waiver of default shall not be construed as a waiver of any other or subsequent default. We shall retain the sum set forth on the attached Schedule(s) as a Security Deposit, if applicable, for your performance of your obligations hereunder. Upon lawful termination of this Agreement and/or the attached Schedule(s), provided you are not in default, the Security Deposit, if applicable, shall be returned to you. No interest shall be paid upon said Security Deposit. In the event of default we may apply said Security Deposit to cure any default. 10. ASSIGNMENT: YOU HAVE NO RIGHT TO SELL, TRANSFER, ASSIGN THIS AGREEMENT AND/OR THE ATTACHED SCHEDULE(S) OR SUBLEASE, PLEDGE OR OTHERWISE ENCUMBER THE EQUIPMENT. We may sell, assign or transfer this Agreement and the attached Schedule(s), without notice. You agree that if we sell, assign or transfer this Agreement and the attached Schedule(s), the new owner will have the same rights and benefits that we have now and will not have to perform any of our obligations. You agree that the right of the new owner will not be subject to any claims,defenses, or set offs that you may have against us. In the event of a sale, assignment or transfer, we agree to remain responsible for our obligations hereunder. 11. CONSENT TO JURISDICTION AND GOVERNING LAW: YOU CONSENT TO THE PERSONAL JURISDICTION OF THE COURTS OF THE STATE OF NEW JERSEY WITH RESPECT TO ANY ACTION ARISING OUT OF THIS AGREEMENT, ANY SCHEDULE(S) OR THE EQUIPMENT. THIS MEANS THAT ANY LEGAL ACTION FILED AGAINST YOU MAY BE FILED IN NEW JERSEY AND THAT YOU MAY BE REQUIRED TO DEFEND AND LITIGATE ANY SUCH ACTION IN NEW JERSEY. TO THE EXTENT PERMITTED BY LAW, YOU WAIVE TRIAL BY JURY IN ACTION HEREUNDER. You agree that service of process by certified mail, return receipt requested, shall be deemed the equivalent of personal service in any such action. However, nothing in this paragraph shall be construed to limit the jurisdictions in which suit may be filed by any party to this Agreement and any Schedule(s) or the means of obtaining service of process in any such suit. THIS AGREEMENT AND ANY SCHEDULE(S) SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAWS OF THE STATE OF NEW JERSEY. 12. CUSTOMER P.O.: You agree that any Purchase Order issued to us covering the rental of the Equipment, is issued for purposes of authorization and your internal use only, and none of its terms and conditions shall modify the terms of this Agreement and the attached Schedule(s). 13. ENTIRE AGREEMENT: This Agreement and the attached Schedule(s) contain the entire arrangement between you and us and no modifications of this Agreement and/ or the attached Schedule(s) shall be effective unless in writing and signed by the parties. 14. EQUIPMENT IDENTIFICATION: You hereby authorize us to insert in any Equipment Schedule the serial numbers and other identification data of Equipment when determined by us. ACCEPTED BY MINOLTA BUSINESS SOLUTIONS, OWNER BY TITLE DATE FORM 212R-2 Minolta Business MINOLTA BUSINESS SOLUTIONS A SUBSIDIARY OF MINOLTA CORPORATION One International Blvd.,Mahwah, NJ 07430 • (201)512-5800 MINOLTA Solutions SCHEDULE NO. TO MASTER AGREEMENT NO. THE(AGREEMENT")BETWEEN THE USER AND THE OWNER NAMED BELOW. INITIAL TERM OF AGREEMENT r., '.';'- . 0 SECURITY DEPOSIT $ Y 0 ADVANCE RENTAL $ u` EQUIPMENT DESCRIPTION SERIAL MONTHLY QUANTITY NUMBER RENTAL PAYMENT" # 1 /), : j� $ i ,,. j 2 , ' ,e1 a 3. 1 7 i /• $ 4. l) / r $ 5. /) ::))/ _ $ 7a $ 8 $ 9 $ 10 $ If this information differs for each machine, please attach a listing of location by machine. *PLUS APPLICABLE TAX if Equipment Location Street City State Zip Customer Contact for Meter Readings: Fax No. ( Purchase Order No. BY SIGNING BELOW, USER AGREES THAT THE TERMS AND CONDITIONS OF THIS SCHEDULE AND THE MASTER AGREE- MENT TO WHICH THIS SCHEDULE RELATES SHALL BE BINDING UPON USER. L, ACCEPTED BY / �/ :. `'' I G /6/ MINOLTA BUSINESS SOLUTIONS,OWNER FULL LEGAL NAME OF USER BY BILLING ADDRESS CITY STATE ZIP TITLE DATE PHONE NO.(L'S ' ) >S •) ' DATE BYi AUTHORIZED SIGNER TITLE PRINT NAME MAJOR ACCOUNT MASTER RENTAL AGREEMENT SCHEDULE FORM 213R a f i_o C/TM Pi rr'--- tsr :8» o i; 2' 91-ytLE eyv Monthly Operating Analysis (Based on 66,014 Copies Per Month & Outsourcing of Color) u rn n s Proposed Lease ;.1ld)== $ 1,315.00 Service (B&W) ,,:;20.12 $ 548.50 ra,w l c.rrh "I ,fia i (Billed @ .0087) Overages -- .017 $ 010 Color Outsourced -, 764.67 Included Color Service :None $ 462.98 Supplies kccounted For Included Total S 2.409.79 $ 2,326.48 Monthly Savings to Upgrade: $ 83.31 !!!! That's $ 999.72 Per Year! ! ! *Second Copier needed due to current expansion, second police department copier not accounted for. • • 4ENVIROGEN 1150 N.Fifth Avenue,Suite C Y St.Charles,Illinois 60174-1231 Tel: 630/762-1400 Fax: 630/762-1402 www.envirogen.com May 6, 2003 Anton Graff, City Administrator United City of Yorkville 800 Game Farm Road Yorkville, IL 60560 Subject: Proposal for Brownfields Redevelopment Grant (BRG) Application for the United City of Yorkville Dear Mr. Graff: Enclosed are two copies of Envirogen Inc.'s(Envirogen) Professional Services Agreement for your reference. This agreement covers the completion of a BRG application for the United City of Yorkville (City). The City will not be charged for the completion of the application if Envirogen is retained by the City to complete all scopes of work specified in the BRG application. If the City does not retain Envirogen for approved grant work, the City would be invoiced $5,000.00 for services related to successfully securing the BRG for the City. This agreement can be executed by completing page one and four of the Professional Services Agreement and returning one copy to my attention. If you have any questions or need additional information, please contact me at (630) 762-1400. Sincerely, Envirogen, Inc. Jason P. Minalga Environmental Specialist Cost-effective leadership for a cleaner environment PROFESSIONAL SERVICES AGREEMENT This Professional Services Agreement is entered into this day of , 20 , by and between Envirogen, Inc. and ("Client"). In consideration of the mutual covenants and agreements set forth in this Agreement,Envirogen and Client agree as follows: 1. S)RVICES. Envirogen agrees to perform the engineering, consulting, training and other services described in the Proposal dated /1¢, 4, i.e l (hereinafter the"Proposal"). All terms and conditions of the Proposal,and all modifications and amendments thereto, including any special qualifications,conditions or limitations,are incorporated into this Agreement by reference and are subject to the terms of this Agreement. This Agreement and the Proposal may be modified only in writing signed by Envirogen and Client. 2. FEES FOR SERVICES. Client shall pay Envirogen for services the full amount of the single price quoted in the Proposal. Any price designated in the Proposal as an Estimate shall not constitute a quotation of a single price,but shall be for estimated or budgeting purposes only. In the event that the Proposal quotes a price on a time and materials basis rather than on a single price basis,Client shall pay Envirogen for services in accordance with the provisions of the Standard Rate Schedule attached to the Proposal and made a part of this Agreement. Payment is due within 30 days of the date of invoice by Envirogen to Client. Envirogen will submit invoices to Client upon completion of services,or upon the completion of dlibereet phases of the project services if the Proposal identifies such Phases. A late service charge of I'A%per month,or the highest rate allowed by applicable law,whichever is lower,will be added to all amounts outstanding more than thirty days after invoice. Client agrees to pay all applicable taxes. Client agrees to reimburse Envirogen its full costs of collection of any amounts due and unpaid after sixty days,including attorney's fees,court costs,interest,and the reasonable value of Envirogen's time spent on collection of such amounts. 3. PROFESSIONAL STANDARDS AND WARRANTY. Envirogen will exercise reasonable skill and judgement and will perform its services under this Agreement in accordance with generally prevailing professional standards existing in the locale and at the time where and when the services are performed. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES EITHER EXPRESSED OR IMPLIED. 4. CONFIDENTIALITY. Envirogen and Client shall retain as confidential all information and data provided to it by the other party to this Agreement which: (i) relate to technologies, formulae, procedures, processes, methods, trade secrets, ideas, improvements, computer programs, and similar information;or(ii)are designated in writing as confidential at the time of provision to the party. Confidential information shall not be disclosed to any third party,unless required by law or authorized in writing by the Client. Provided,however,that nothing herein shall be interpreted as preventing tither party from disclosing and/or using such confidential information or data: (i)when the information or data are actually known to the receiving party before being obtained or derived from the transmitting party;or(ii)when information or data are generally available to the public without the receiving party's fault at any time before or after it is acquired by the transmitting party;or(iii)when the information or data are obtained or acquired in good faith at any time by the receiving party from a third party who has obtained the same in good faith and who is not under any obligation to the transmitting party with respect thereto;or(iv)where a written release is obtained by the receiving party from the transmitting party. S. RECOGNITION OF RISK. Client recognizes that Envirogen's performance under this Agreement is subject to risk. The client recognizes the risks associated with future changing regulatory requirements and standards,absolute definition of subsurface conditions,regulatory reporting and disclosure requirements,environmental characteristic changes over time and evolving remedial and investigative techniques are not the responsibility ofEnvirogen. Envirogen's professional services have been performed, findings obtained, and recommendations prepared in accordance with generally accepted engineering and hydrogeologic principles and practices under similar conditions during the same timeframe at the same locality. Envirogen makes no other warranty or guarantee,express or implied,in connection with this Agreement,the performance of the services or in any report,opinion or other document developed as part of the services. 6. CLIENT OBLIGATIONS. Client shall furnish or make available to Envirogen such documents and information regarding conditions at the site where the services described in the Proposal are to be performed by Envirogen as Envirogen may require,including without limitation,all information available to Client with respect to any hazardous or solid wastes,substances,contaminants,pollutants,underground obstruction,utilities,underground piping,site history,utility lines and manufacturing specifications,requirements and processes. Envirogen is entitled to rely upon information supplied by the Client,or Clients engineers or consultants,without independent verification by Envirogen. Client shall provide for Envirogen's right to enter the project site and/or adjacent properties as necessary for Envirogen to complete its responsibilities under this agreement Client shall procure all necessary entry permits and shall hold harmless and indemnify Envirogen for claims of trespass or property damage required in providing the services described in this Proposal,except where Envirogen is negligent or has violated the Client's specific written instructions. Client shall be responsible for repairs to all roadways,paved areas and right-of-way resulting from Envirogcn's performance of services under this Agreement. Client shall provide access and work space at the site for Envirogen and any subcontractor performing services under this Agreement. Client shall ensure the timely cooperation of Client's employees as reasonably requested by Envirogen in the performance of services under this Agreement. 1 7. DOCUMENTS AND USE OF INFORMATION. All documents furnished by the Client to Envirogen shall,at the Client's written request,be returned to Client upon completion of the services of this Agreement,provided that Envirogen may retain one copy of all such documents for its files. Final reports,including drawings,plans and specifications prepared by Envirogen for the Client shall be the sole property of the Client upon full payment by Client due under this Agreement. Envirogen shall retain possession and ownership of all calculations,internal memoranda,and other work papers relied upon by Envirogen to prepare such final reports,and Envirogen may retain copies of such final reports. Client may use any final reports of findings,plans designs,engineering work,and any educational training materials,as Client wishes;however,Client shall indemnify and hold harmless Envirogen from and against any and all claims,damages,losses and expenses arising out of the use by Client of such reports and materials other than in connection with the completion by Envirogen of the work described in the proposal. Envirogen shall be entitled to use any information, technology, procedures, processes or methods learned or developed by Envirogen from its provision of services under this , Agreement. Envirogen shall retain all the rights entitled to all patentable and unpatentable inventions,including confidential know-how,developed by Envirogen for provision of services under this Agreement. Envirogen grants to Client a royalty-free,non-exclusive,nonassignable license as to such inventions and know-how to use in the same facility and/or location described in the Proposal.Envirogen may use Client's name and a general description of work performed by Envirogen for Client in Envirogen's promotional materials and for other purposes. 8. PROJECT DELAY. Envirogen is not responsible for any delay caused by acts of God,acts of third parties,weather conditions not reasonably foreseeable, intervention of public authorities, inability without the fault of Envirogen to obtain permits necessary to perform services under this Agreement,work stoppages,changes in applicable federal,state or local regulations after the date of this Agreement,failure of Client to provide access to information requested by Envirogen to perform its services under this Agreement,or any other condition or event which is beyond the reasonable control of Envirogen. In the event of any such delay,Envirogen shall be entitled to a reasonable additional time to perform the services described in the Proposal. Envirogen shall be entitled to be compensated for its additional fees and costs caused by such delay. IfEnvirogen is unable to begin performing the services described in the Proposal,through no fault of its own,within 14 days of the anticipated commencement date,then Envirogen shall have the option at its sole discretion to: (i) extend the commencement date and completion date by a length of time equal to the delay; or(ii) extend the commencement and completion dates to dates mutually acceptable to Envirogen and Client;or(iii)amend the time required for performance and/or the amount due under this Agreement through changes to this Agreement mutually agreed to by Envirogen and Client;or(iv)terminate this Agreement. If Envirogen fails through its fault to commence performing the services described in the Proposal within 14 days of the anticipated commencement date, then Client shall have the option to(i)extend the commencement and completion dates to dates mutually acceptable to Envirogen and Client;or(ii) terminate this Agreement. 9. PROJECT CHANGES. Client may at any time prior to completion of the services under this Agreement request modifications in such services by written order. Such changes shall not become a part of this Agreement unless agreed to in writing by Envirogen. Client shall be responsible for any additional fees or costs of Envirogen resulting from such changes. If such changes cause an increase in the time for performance or services under this Agreement,Envirogen shall be entitled to an appropriate extension of time for performance. Notwithstanding any other provision of this Agreement, an oral order for changes from Client to Envirogen(including directions or instructions given in person or by telephone)shall constitute a valid change order under this Agreement,provided that Envirogen gives Client written notice within ten days of such oral order stating that Envirogen regards the oral order as a change order and that Envirogen agrees to the change. 10. INSURANCE. Upon request Envirogen shall furnish copies of insurance certificates showing that Envirogen maintains the following insurance coverages: Worker's Compensation Statutory Employer's Liability $100,000 each occurrence,$500,000 aggregate General Liability $1,000,000 each occurrence • Automotive Liability $1,000,000 each occurrence Professional Liability $1,000,000 • 11. LIABILITY FOR WASTE MATERIALS. Envirogen is not,and has no authority to act as,a generator,treater,storer,transporter,disposer,or owner or operator of any hazardous substances or wastes,pollutants,contaminants,or manufacturing operations or processes located,found or identified at the site of the services described in the Proposal. Any hazardous or solid waste identified,discovered or encountered by Envirogen at the site shall remain the responsibility of the Client,and shall at no time become the property of Envirogen. Any arrangements for the treatment,storage,transport, or disposal of any hazardous or solid waste which may be made by Envirogen shall be at the specific direction of the Client and shall be made solely on the Client's behalf and for the Client's benefit. Client shall sign any and all manifests required for the removal,transportation and disposal of hazardous wastes. Client shall indemnify and hold harmless Envirogcn from any and all claims,damages,suits,losses and expense(including attorney's fees and other costs for defense)in any way arising from such arrangements. 12. INDEMNIFICATION. Envirogen agrees to indemnify and hold harmless Client,its directors,officers,employees and agents,and against any and all claims,demands,causes of action,liability and costs(including attorneys'fees and other costs of defense)for damages to property or injuries or death of any person arising out of any negligent act or omission or willful misconduct of Envirogen,its employees,or agents in the performance of services under this Agreement; provided, however,Envirogen will not be obligated to indemnify Client against liability arising as a result of Client's or its directors',officers',employees',agent's or contractors'or subcontractors'negligence or intentional misconduct. Client agrees to indemnify and hold harmless Envirogen,its directors,officers,stockholders,employees,agents and subcontractors from and against any and all claims,demands,causes of action(including third party claims,demands,or causes of action for contribution or indemnification),liability and costs(including attorneys'fees and other costs of defense)which arise out of or result from:(i)any release or threatened release of hazardous or solid wastes,substances,pollutants,contaminants or gas,liquid or solid materials,or any failure to detect or evaluate the existence or release of such materials; (ii)any holding or claim that Envirogen or any of its subcontractors is a"generator"or"transporter"of hazardous wastes or an"operator"of the site,as such terms are used or defined under state or federal law;or(iii)any negligent act or omission of Client,its employees'agents, other consultants or contractors or any third party or entity,or any willful misconduct of such persons. 2 13. LIMITATION OF LIABILITY. Except for(i)claims covered under the policies of insurance and policy limits stated in this Agreement and(ii) circumstances caused by the willful misconduct of Envirogen,any and all liability for claims for damages by Client against Envirogen,whether based upon contract,tort,strict liability,breach of warranty,professional negligence,or otherwise,shall be limited to the lesser of(i)Client's cost to repair damage caused by the acts or omissions of Envirogen or(ii)$50,000. In no event shall Envirogen be responsible for any special,indirect,incidental or consequential damages(including loss of profit)incurred by Client as a result of Envirogen's performance or nonperformance of services under this Agreement. All claims in connection with services performed under this Agreement shall be deemed waived unless made in writing and received by Envirogen within one year after Envirogen last performed substantial work at the site. 14. STORAGE AND SAMPLES. Samples may,at Envirogen's sole discretion,be (i)discarded by Envirogen thirty days after submission of a report regarding such samples;or(ii)returned to Client for final disposition by Client;or(iii)disposed of by Envirogen at Client's direction in accordance with all applicable laws and regulations. All disposal of samples shall be at Client's costs. Envirogen may make reasonable storage charges for samples and other materials held by Envirogen at Client's direction in excess of thirty days. 15. TERMINATION. In the event of default in the performance of this Agreement,the nondefaulting party may terminate this Agreement upon 14-days written notice to the defaulting party. This Agreement may be terminated without default if Envirogen in its sole discretion determines that continuation of work would create an unnecessary or unreasonable safety or health risk to its employees or others,or that subsurface conditions,contamination or other conditions differ significantly from conditions,events or contaminants which were reasonably foreseeable as of the date of this Agreement. In the event of such termination neither party shall have any further liability to the other party with respect to this Agreement except with respect to fees and costs owed by Client to Envirogen. Client shall have the right to suspend work under this Agreement by written notice to Envirogen. In the event of such suspension,Envirogen shall have the right at any time during such suspension to terminate this Agreement by giving written notice of termination to Client. In the event of termination for any reason,Envirogen shall be entitled to payment for all costs and servic.;performed up to and including the date of termination. Notwithstanding any other provision of this Agreement or any provision or quote in the Proposal,in the event that this Agreement calls for payment on a single price basis,payment to Envirogen upon termination shall be based instead upon Envirogen's Standard Rate Schedule in effect at the time of such termination. 16. SUBPOENAS. The Client shall pay after notification by Envirogen all time charges and expenses resulting from Envirogen's required response to subpoenas issued by any person or entity in connection with Envirogen's provisions of services under this Agreement, charges to be based upon Envirogen's Standard Base Rate Schedule in effect at the time the subpoena is served. 17. INDEPENDENT CONTRACTOR. Envirogen shall be considered to be an independent contractor and not an employee,agent,representative or joint venturer of Client. Envirogen shall determine the time,manner,means and method of providing services under this Agreement and shall furnish all labor,tools and equipment necessary to perform such services;provided,however,that Envirogen shall not be responsible for the negligence of Client or any other person or entity in the design or selection of a specific manner, means, method or technique which is required by Client or Client's specifications. Envirogen shall be solely responsible for the compensation,benefits, contributions and taxes, if any,of its employees and agents. 18. CLIENT REPRESENTATIVE. Client shall designate in writing a person to act as Client's representative with respect to the services to be performed under this Agreement. Such person shall have complete authority on behalf of Client to transmit instructions,receive information,and interpret and define Client's policies and decisions to and from Envirogen with respect to this Agreement. 19. SAFETY. Envirogen will perform work only under safe conditions: Client will be responsible for all costs incurred by Envirogen for safety or security measures required by hazardous job conditions. Envirogen has the right to terminate this Agreement if,in its sole discretion,such termination is necessary for safety or health reasons. 20. ASSIGNMENT AND SUBLETTING. This Agreement is binding on heirs,successors and assigns of the parties. This Agreement may not be assigned by Client to any third party without the express written consent of Envirogen. Envirogen shall have the right to transfer,assign,or sublet all or any portion of its rights and obligations hereunder upon 30-days'written notice to the Client. 21. NOTICE OF LIEN RIGHTS. AS REQUIRED BY LAW,ENVIROGEN HEREBY NOTIFIES CLIENT THAT PERSONS,COMPANIES,OR CONSULTANTS FURNISHING LABOR,MATERIALS,OR PROFESSIONAL SERVICES INVOLVING CONSTRUCTION ON CLIENT'S LAND MAY HAVE LIEN RIGHTS ON THE CLIENTS LAND AND BUILDINGS IF NOT PAID. THOSE ENTITLED TO LIEN RIGHTS IN ADDITION TO ENVIROGEN ARE THOSE WHO CONTRACT DIRECTLY WITH THE CLIENT OR THOSE WHO GIVE THE CLIENT NOTICE WITHIN 60- DAYS AFTER THEY FURNISH LABOR,MATERIALS OR PROFESSIONAL SERVICES FOR THE CONSTRUCTION. ACCORDINGLY CLIENT PROBABLY WILL RECEIVE NOTICES FROM THOSE WHO FURNISH LABOR, MATERIAL OR PROFESSIONAL SERVICES FOR THE CONSTRUCTION, AND SHOULD GIVE A COPY OF EACH NOTICE RECEIVED TO ITS MORTGAGE LENDER, IF ANY. ENVIROGEN AGREES TO COOPERATE WITH THE CLIENT AND THE CLIENTS LENDER,IF ANY,TO SEE THAT ALL POTENTIAL LIEN CLAIMANTS WHO SEPARATELY CONTRACT WITH ENVIROGEN ARE DULY PAID. 22. PRECEDENCE. The terms and conditions of this Agreement shall take precedence over any inconsistent or contradictory provision contained in any Client-issued purchase order, requisition, notice to proceed or similar document regarding Envirogen services. The terms and conditions of the Proposal shall take precedence over any inconsistent or contradictory provisions of this Agreement and any Client-issued document. 23. ENTIRE AGREEMENT. The terms and conditions set forth herein constitute the entire Agreement of the parties relating to provision of services by Envirogen to Client. All previous proposals (except that Proposal identified in the paragraph above entitled "Services"), offers and other communications relative to the provision of services by Envirogen, oral or written, are hereby superseded, except to the extent that they have been expressly incorporated herein. 24. SEVERABILITY. If any of the terms and conditions of the Agreement shall be finally determined to be invalid or unenforceable,in whole or part, 3 the remaining provisions of this Agreement shall remain in full force and effect and binding upon the parties. 25. SURVIVAL. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating responsibilities or liability between Client and Envirogen shall survive the completion of services under this Agreement and the termination of this Agreement. 26. GOVERNING LAW. This Agreement shall be governed by and interpreted pursuant to the rules of the State of Illinois. 27. EFFECTIVE DATE. This Agreement shall take effect upon acceptance and execution by both parties. 28. EQUAL EMPLOYMENT OPPORTUNITY EMPLOYER. Envirogen, Inc. is an equal employment opportunity employer and is a federal contractor. Consequently, the parties agree that, to the extent applicable, they will comply with Executive Order 11246, the Vietnam Era Veterans Readjustment Assistance Act of 1974 and the Vocational Rehabilitation Act of 1973 and also agree that these laws are incorporated herein by reference. IN WITNE W ' REO he parties hereto,acting through duly authorized persons have executed this Agreement as of the date and year first set forth above. ENVIRO CLIENT By: , By: Title: Director Title: Dated this day of ,20 Dated this day of ,20 ref:\\Rmtsrv7\Marketing\GEN\PSA-2001.wpd April 20,2001 4 ,;:,„ -''' , , - , , _,, E- Brownfield Experience Broadview, Village of Henry Vicenik (708) 681-3600 Site Description: Former service station IEPA Project Manager: Barb Landers Services Provided: Phase I Environmental Site Assessment Site Investigation Work Plan-Approved Phase II Site Investigation Comprehensive Site Investigation Report IEPA Brownfield Redevelopment Grant Management Chicago, City of Renante Marante (312) 742-0123 Site Description: North Town Village IEPA Project Manager: Jim Mergan Services Provided: Phase I Environmental Site Assessment Site Investigation Work Plan-Approved Phase II Site Investigation Comprehensive Site Investigation Report Remedial Objectives Report-Approved Remedial Action Plan-Approved Remedial Action Completion Report-Approved No Further Remediation letter-Final Crete,Village of Donna Shehane (815) 727-8834 Site Description: Former wastewater treatment plant IEPA Project Manager: Jennifer Seul Services Provided: Phase I Environmental Site Assessment Site Investigation Work Plan-Approved Phase II Site Investigation IEPA Brownfield Redevelopment Grant Management Hoopeston, City of Chalmers Flint (217) 283-5320 Site Description: Former service station IEPA Project Manager: Not assigned Services Provided: Phase I Environmental Site Assessment IEPA Brownfield Redevelopment Grant Management Site Description: Former motel IEPA Project Manager: Not assigned Services Provided: Phase I Environmental Site Assessment IEPA Brownfield Redevelopment Grant Management Site Description: Former trailer park IEPA Project Manager: Not assigned Services Provided: Phase I Environmental Site Assessment IEPA Brownfield Redevelopment Grant Management NVI ROGEN Justice, Village of Pillip DePaola (708) 458-2961 Site Description: Former service station IEPA Project Manager: Todd Gross Services Provided: Phase I Environmental Site Assessment Site Investigation Work Plan-Approved Phase II Site Investigation IEPA Brownfield Redevelopment Grant Management Mendota, City of Don Adams (815) 538-4047 Site Description: Former service station IEPA Project Manager: Not assigned Services Provided: Phase I Environmental Site Assessment IEPA Brownfield Redevelopment Grant Management Site Description: Former Motor Wheel manufacturing facility IEPA Project Manager: Not assigned Services Provided: Phase I Environmental Site Assessment TEPA Brownfield Redevelopment Grant Management Site Description: Former auto sales and repair facility IEPA Project Manager: Not assigned Services Provided: Phase I Environmental Site Assessment IEPA Brownfield Redevelopment Grant Management Palatine, Village of David Fieldman (847) 359-9047 Site Description: Former drycleaner facility and auto repair facility IEPA Project Manager: Jason Crompton Services Provided: Phase I Environmental Site Assessment Site Investigation Work Plan-Approved Phase II Site Investigation Focused Site Investigation Report Remedial Objectives Report-Approved Remedial Action Plan-Approved Remedial Action Completion Report-Approved No Further Remediation letter-Final IEPA Brownfield Redevelopment Grant Management Site Description: Former commercial strip mall with drycleaner IEPA Project Manager: Tammi Smith Services Provided: Phase I Environmental Site Assessment Site Investigation Work Plan-Approved Phase II Site Investigation Focused Site Investigation Report Remedial Objectives Report-Approved Remedial Action Plan-Approved Remedial Action Completion Report-Approved No Further Remediation letter-Final IEPA Brownfield Redevelopment Grant Management ROG E N ENVIROGEN Site Description: Former service station and drycleaner IEPA Project Manager: Jim Mergan Services Provided: Phase I Environmental Site Assessment Site Investigation Work Plan-Approved Phase II Site Investigation IEPA Brownfield Redevelopment Grant Management Skokie, Village of Wayne Hansen (847) 933-8230 Site Description: Former incinerator IEPA Project Manager: Greg Sanders Services Provided: Phase I Environmental Site Assessment Site Investigation Work Plan-Approved Phase II Site Investigation Comprehensive Site Investigation Report Remedial Objectives Report-Approved Remedial Action Plan-Approved Remedial Action Completion Report-Approved No Further Remediation letter-Draft IEPA Brownfield Redevelopment Grant Management St. Charles, City of Ellen Divita (630) 443-4093 Site Description: 12 properties IEPA Project Manager: Not assigned Services Provided: IEPA Brownfield Redevelopment Grant Application Westville, Village of Larry Holycross (217) 267-2251 Site Description: Former service station IEPA Project Manager: Not assigned Services Provided: IEPA Brownfield Redevelopment Grant Application Woodstock, City of Derik Morefield (815) 337-9332 Site Description: Former Woodstock Sportsmans' Club IEPA Project Manager: Rhett Rossi Services Provided: Phase I Environmental Site Assessment IEPA Brownfield Redevelopment Grant Management I flENVIROGEN i LLI . xperienced and Diverse iverse Staff. Another benefit of the ism I Q Professional Staff. Envi- Envirogen team is the diversity of z rogen has a diverse staff our staff. Our professional staff I 0 of over 200 employees. includes civil engineers, environmental Although many firms offer engineers, geological engineers, mechanical It: Cl) environmental services as a engineers, chemical engineers, mining engi- Iv� w w side interest, our team special- veers, hydrogeologists, geologists, bio- o izes in environmental projects. We provide chemists, chemists, biologists, microbiolo- c the focused service required for successful gists, soil scientists, planners, and other pro- 1 0- completion of a remediation or solid waste fessionals. Many of our staff have advanced 0 project. Our professional staff has both the graduate degrees. Our strength in size and w technical capabilities and the field-proven diversity means that we can meet virtually I0 experience to assist you in designing and any environmental need a client may have. Z implementing your project. w eal World Experience. Our team Iarse Staff. The large number of pro- brings a solutions-oriented focus to fessionals on our team means that we your project, backed by a strong I X can respond to the changing needs of R&D program which develops innovative, W our clients in a timely and efficient manner. proprietary technologies for solving envi- Moreover, our team is a true "team," with ronmental problems. Our staff has unique I multiple professionals at each experience experience in the regulatory, socio-econom- level. This provides two advantages to is and political aspects of environmental clients: first, the completion of your project projects , as well as technical expertise. This I is not dependent on a single person; and, enables us to site a solid waste facility, or second, your consulting costs are minimized remove a contaminant, or close out a reme- because work tasks and management diated site, where other consultants have I responsibilities can be assigned to a profes- failed. All of our project managers are well maina - sional at the appropriate billing level. trained and experienced, to assure the smooth implementation of your project. I Z ENVIROGEN HIGHLIGHTS.., I • 200 Employees I_i_I I . Corp. HQ,: Lawrenceville, NJ Local Office: St. Charles, IL • $24,000,000+ in Revenue 1 • Multiple Office Locations/Services Throughout U,S, • Solid Waste Services for over 8 Million People • 100 + On-Going Remediation Projects • Advanced R&D in Bioremediation, Remediation and Solid Waste Systems I • Engineering/Regulatory/Planning/Financial Expertise • Experienced Project Managers I 4ENIIROGEN Cdf) I 1 - w nvirogen is committed to O providing services to a Palatine, Village of LLI > diverse group of clients. W These clients include, but are not II C./) limited to, government and Plano Molding J municipal facilities, financial, I Z real estate, and insurance groups, w private developers, and industrial and manu- Rochelle, Village ofCI) J factunng facilities. I U MG Insurance Skokie, Village of I w Allied Waste Disposal Will County (111) Batavia, City of 2 IUO Broadview, Village of < 0 ' City of Chicago Department 41■ m of Environment 1 DeWitt County I (1) Freeport, City of IKmart CO (I) I Justice, Village ofI Onyx Waste Systems I w 1 r: I 4ENVIROGEN GO I w I W cope of Services. Envi- • Providing aboveground and under- rogen offers a full range ground storage tank management ser- v) of environmental charac- vices, including testing, monitoring, risk mus I terization and remediation ser- assessment, and removal. V vices. Practical, cost-effective solutions are developed through ' Designing leak detection and spill/over- an integrated design approach. flow systems. CX II— Z 5 Whether the project is initiated with a stor- • Coordinating financial assistance. z age tank assessment or a contract to design and build a remediation system, our diverse Conducting environmental site charac- terizations (with current sampling Cin ci) staff has the technical capability and field- equipment and computer modeling soft- (75 proven experience to design and implement I = a comprehensive range of remedial actions, ware) utilizing a variety of investigative including storage tank management, envi- methods including soil and groundwater 0- sampling, specialized drilling services, ronmental site characterization, soil and geophysical surveys, pilot testing, and w groundwater remediation, and documenta- analyticalZ tion and representation. and numeric modeling. I < Our philosophy is solution-oriented. Field cont d. investigations are geared toward final site , , ,,, closure, not iterative, academic study exer- v - cises. Investigation activities are integrated _ ,.. with innovative system design and modeling ., -s.., f ; , ,. INNIIIIIIM techniques. Cost-effective remedial alterna- 1>` ,, -•- (1.5,14 I .� tives are developed with an understanding of % r r `` - ` . -- _ our client's business and operations. This - , ti,,,,c, r allows clients to make early and informed II decisions considering regulatory, economic II !, ,,,,,_ a� ,- and operational issues. Our full spectrum -' , t,;. remedial services include: I Our team develops innovative, in-situ remedial systems that produce results... w Irior Experience. We have provided remedial investigation and design services for hun- 1 dreds of sites throughout the U.S. Several of our most recent projects include: 1 g • Carroll College - Brownfields redevelopment, site characterization and remediation of former bulk fuel facility. I • Confidential Client - Soil and groundwater investigation, turn-key design and in-situ treatment system. I • Dodge County,WI -Brownfields redevelopment, site characterization and remediation of former manufacturing facility with petroleum hydrocarbon, chlorinated hydrocarbon, heavy metals and PCB contamination. I cont'd. Cr) Scope of Services, cont'd. ment, turnkey system construction, and 1 systems operation and maintenance. W • Providing remedial design and imple- • Minimizing client exposure and finan- mentation services, including feasibility cial liability through clear, concise docu- 0 studies; design engineering and con- mentation (e.g. health and safety plans, struction management; groundwater col- quality assurance/quality control docu- I �- lection, treatment and isolation systems; ments)and knowledge-based representa- vapor extraction and air sparging, biore- tion (e.g. regulatory negotiations, expert mediation; and regulatory support. I witness testimony)Cle . • Providing full service construction ser- vices, including plans and specifications, I Wcontract bidding and project manage- (44f) I A Z ,.., 0 .---4 • h. �- w• .-46_ Nillk: Envirogen p1rovides a ,�, extensive 1 ;• _ y ;, experience in all " ..r; "` facets of • �,,. e4 - �r , underground and a.b 2; .4 iir ` lez aboveground 111.4116111 4 , > V r storage tank I management... y�p C:I r Wr� , ..‹ , ,. , -,-.----- , - 4.,-. .. 2 ,,, ,.., ,„ _ 7,4,.. -.--,t,:,„„:._ „,..,,,,,„:4 1 WPrior Experience, cont'd. CY • Godfrey - Groundwater remediation project for USTs containing gasoline and diesel fuel. 1 • Confidential Client - RCRA closure of heavy metals site. • Confidential Client -Design and construction of contaminant pad for ferrous turnings. I • Goetz Garage - In-situ bioremediation of petroleum contaminated soil and groundwater using a recirculation cell. I • HACCO, Inc. - Groundwater pumping and soil vapor extraction. • Control Tower Truck Stop - In-situ bioremediation of petroleum contaminated soil and groundwater. 1 CI ENVIROGEN I I a ENVIROGEN (...D I Ii— cope of Services. GW proper field evaluations and documentation Z Z monitoring is a critical are provided. mums LU 2 component in the design CX and operation of landfills and nvirogen personnel routinely perform I t/) remedial systems. Envirogen well sampling. All sampling is per- w has designed, constructed, formed by qualified personnel who Co operated, and evaluated numer- are health and safety trained and experienced I ous groundwater monitoring systems. in groundwater sampling. It is our experilimml - 0 ence that improper sampling often leads to =Nom Iz he design of a groundwater monitor- mistakes and false detections which can Q ing system is based on the geologic result in significant added expenses. Envi- Z conditions at the site and will vary rogen personnel have performed economic ! from site to site. It is important to properly evaluations for the use of dedicated pumps. wcharacterize and delineate the geologic con- Envirogen has also permitted low flow sam- ' 0 ditions of a site. Envirogen typically uses pling techniques at several landfills to mini- computer programs such as Monitoring mize occurrences of"observed increases". oAnalyses Package (MAP) and Monitoring I u- Efficiency Model (MEMO) to evaluate the nvirogen has worked with many ana2 - 1 well spacing and overall monitoring network lytical laboratories to establish report- efficiency. Envirogen has worked with the ing and evaluation procedures. Envi- ® IEPA on the acceptance and permitting rogen provides the data to the IEPA on ICe approval of numerous monitoring programs. approved forms in both a hard copy and Q electronic format. Envirogen has performed W I 0 nvirogen works with a number of statistical evaluation tests on groundwater drilling companies to install monitor- monitoring data to determine upper concen- o ing wells. Envirogen has supervised tration limits. Envirogen typically reviews IU < the intallation of stainless steel wells, PVC the data for potential outliers. The data is piezometers and monitoring wells. All mon- then compiled using various statistical itoring well installations are overseen by Iexperienced field personnel to insure that cont.dI . Prior Experience. Envirogen staff have performed a range of groundwater monitoring ser- 0 vices for clients, including compliance monitoring, design and evaluation of groundwa- ter monitoring systems, sampling and statistical analysis of groundwater data. I • Groot Industries - Groundwater compliance monitoring at a former UST site. I • Village of Skokie - Groundwater compliance monitoring at a former UST site. 0 • DuPage Enterprises - Groundwater compliance monitoring at a former UST site. I • E.W. Schmeling & Sons - Groundwater compliance monitoring at a former UST site. Ce • Multiple clients -Design and evaluation of groundwater monitoring systems for Saline County Landfill, Lee County Landfill, LandComp Landfill, and the proposed CC Land- fill. 1 Scope of Services, cont'devaluate monitoring data for increased con- (oriD stituents and four quarters of rising concen111 - approaches and computer programs such as trations. Envirogen has performed the eval- 1 ZDUMPStat and GRITS/STAT to develop uations and prepared summary reports along II .•••••1anticipated peak concentrations based on with potentiometric maps. Additionally, CXacceptable monitoring data. Envirogen has Envirogen has prepared reports to address 1 I, performed inter-well analysis based on back- potential increases in concentration. Envi- e ground and upgradient wells along with rogen has also been hired to provide third intra-well analysis to account for natural party evaluation of the landfill data provided variations in wells. Envirogen has used pro- to the IEPA to verify that the landfill is not I r- grams like DUMPStat and spreadsheets to impacting groundwater quality. z i O 1 2 I I WI x 1> , J I0II•••• • efu .. _. I Z . Prior Experience, cont'd0 . • Multiple clients - Installation of monitoring systems for Saline County Landfill, Lee 1 County Landfill, LandComp Landfill, and the proposed CC Landfill. Ce • Multiple clients - Routine monitoring sampling consisting of annual and quarterly sam- 1 pling for Saline County Landfill, Lee County Landfill, LandComp Landfill, and the pro- CDposed CC Landfill. I • Allied Waste - Permitting low flow sampling techniques at the Lee County Landfill. • Multiple clients - Statistical evaluation of groundwater monitoring data to prepare corn- I pliance monitoring levels. I 4ENV1ROGEN I I I OENV1ROGEN Z t/) cope of Services. Hydro- "! geologic investigations • Field logging and documentation of bor- O are performed in order to ings and selection of representative sam- "1"." IQ delineate the underlying geolo- pies for laboratory analysis. UI gy and determine the prevailing — groundwater flow characteris- • Installation of piezometers / monitoring N tics at a site. Because hydroge- wells to obtain water level readings and W > ologic information is vital to the prediction define the potentiometric surfaces of the Z of groundwater movement and contaminant various geologic units encountered at a iiinam I 0 transport, it is essential that hydrogeologic site. W investigations be conducted by personnel 'Jwho have a detailed knowledge of geology • Packer tests, slug tests, and pump tests to wand geotechnical principles as well as an determine in-situ permeability. 0 appreciation for how geology affects the I hydrologic setting. Envirogens' experienced • Analyze results of geotechnical laborato- staff has conducted numerous hydrogeologic Ty testing. investigations. Our hydrogeologic investi- Igation services include: • Detailed hydrogeologic report summa- mum rizing the site geology, results of field • Phase I, II, and III hydrogeologic inves- permeability tests, results of geotechni- Itigations in accordance with Title 35 Ill. cal laboratory testing, and predominant Admin. Code, Section 811.315. groundwater flow regimes at sites. INIIIIIMMIN I • Literature reviews in order to define the • Due diligence reviews of hydrogeologicCD regional geologic features and how it investigations for disposal facilities on I relates to the site setting. behalf of users or purchasers of the facil- ities. • Coordination and bid procurement of -- , I drilling and laboratory testing services as well as material delivery. 0 PriorExperience. Envirogen staff members have performed hydrogeologic investigations WI for numerous clients. Several projects our staff have been involved with are listed below: t • Allied Waste Industries, Inc. -Conducted Phase I, H, and III hydrogeologic investigations for the siting and permitting of a new landfill. • Saline County Landfill, Inc. - Conducted a three phase hydrogeologic and groundwater Ctir. investigation for the permitting of a landfill expansion and siting of a future expansion. I , LandComp Corporation - Conducted a three phase hydrogeologic and groundwater investigation for the siting and permitting of a new landfill. >"I :: 1 1 OENVIROGEN Cl) cope of Services. Envi- retaining systems and allowable earth Icn rogen provides a wide pressures. range of geotechnical 0 I zJ services. Sound geotechnical • Subgrade, base course, and pavement analysis is critical to ensuring requirements for parking /roadway con- immis Q that structures, pavements, and struction. other ancillary facilities per- I —I form as expected for their entire design life- • Slope stability analyses, under both stat- - time. Envirogen has developed long stand- is and dynamic loading conditions. I z ing relationships with some of the region's Umost reputable drilling contractors and geot- • Site drainage or dewatering require- wechnical laboratories. This enables our expe- ments. I O rienced staff of geo-technical engineers and (1) w geologists to conduct fast and efficient geot- • Settlement analyses, to predict settle- (' echnical investigations. Among the geotech- ments and make design recommenda- 1 0 nical services we provide are the following: tions which will accommodate or miti- z gate anticipated settlement behavior. • Coordination and bid procurement of 1 0 drilling and laboratory testing services. • Comprehensive geotechnical reports which include summaries of local geolo- I • Field logging of borings and selection of gy, investigation procedures, boring representative samples for laboratory logs, geotechnical testing, and geotech- analysis. nical recommendations. _MINNIE I • Foundation design recommendations for the selection of proper foundation type I and allowable soil pressures. I • Design recommendations concerning 0 IDI r i o r Experience. Envirogen staff members have provided geotechnical services for the ILLII 1 following clients: • Groot Industries, Inc. - Conducted a comprehensive geotechnical investigation and pro- vided geotechnical design recommendations for a solid waste transfer station/MRF. I-- I • Saline County Landfill, Inc. - Performed a geotechnical investigation and analysis in order to demonstrate the stability of a proposed landfill expansion. LIJ Allied Waste Industries, Inc. - Performed a geotechnical investigation and analysis in order to demonstrate the stability of a new landfill . I • Browning-Ferris Industries, Inc. - Conducted comprehensive geotechnical investigations, laboratory testing, and developed geotechnical reports including design recommenda- tions for two proposed solid waste transfer stations in the Chicago area. 4EN\1ROGEN V) I W I = cope of Services. Envi- • Preparing construction quality assurance 0 0 rogen provides a full plans, procedures and specifications. range of construction ser- ammini ICC vices to its clients. We believe • Conducting field quality assurance test- UJ that it is important for clients to ing and inspections, including monitor- > • • safeguard their considerable ing of soil compaction, geomembrane Ce W investment in siting and permit- installation, and drainage system con- > ting a solid waste facility by assuring that the struction. I U facility is constructed as designed. Our inte- grated approach to design and construction • Conducting field hydraulic conductivity LU u. management/quality assurance also assures tests, such as sealed double ring infil- L our clients that facilities are built in a cost- trometer tests (SDRI), to determine the I Z W c 1 effective manner. Envirogen construction hydraulic conductivity of a large sample O services include: under actual field conditions. 1 U • Preparation of construction plans, • Providing quality assurance documenta- details, specifications, bid documents, tion, including: 1) comprehensive I and contracts. descriptions of construction procedures; 2) organized presentation of data in wommo limmimil • Developing and coordinating construc- tables, graphs and drawings; 3) photo- I tion schedules and project budgets. graphic records of key construction fea- tures and procedures; and 4) clear docu- • Providing resident engineering services. mentation of compliance with regulatory 1 requirements. • Hydrogeologic investigations and moni- Itoring well installations. limmun Inor Experience. Envirogen staff members have provided construction services on a wideCi) range of projects including liner and final cover construction at landfills as well as site development and facility construction for transfer stations and recycling centers. Several of I the projects our staff have worked on are listed below. • Brickyard Disposal & Recycling, Inc. - Composite liner construction for new landfill0 Icell. Construction documents and plan development. Test liner construction. • Groot Industries, Inc. - Site and facility construction for a transfer station/MRF. 0 • Solid Waste Agency of Northern Cook County - Site and facility construction for a 1,400 ton per day baling transfer station. I • Saline County Landfill, Inc. - Cover documentation and construction of the landfill's structural features. Construction documents and plan development. I • Belvidere Municipal Landfill #2 - Final cover testing and documentation. I 4ENV1ROGEN Ci) Lil Iw cope of Services. Envi- ing regulatory, economic, and Fund consid- rogen offers a full range erations as well as operational issues. Our of dry cleaner facility full spectrum remedial services include: I0 environmental characterization • Providing Competative Cost Proposals __mm V and remediation services. Prac- tical, cost-effective solutions • Coordinating IEPA and Fund Submittals are developed through an inte- • Conducting environmental site charac- t!) grated design approach. Whether the project CX is initiated for the purpose of accessing the terizations (with current sampling equipment and computer modeling soft- O Illinois Dry Cleaner Fund, or weather the ware) utilizing a variety of investigative project is initiated for other reasons, our to methods, including soil and groundwater Cr)/"1 I diverse staff has the technical capability and w r Q field-proven experience to design and imple- sampling, specialized drilling services, geophysical surveys, pilot testing, and = ment a comprehensive range of site investi- gation, environmental site characterization, analytical and numeric modeling. IW soil and groundwater remediation, and docu- • Providing remedial design and imple- CX Z mentation and representation. mentation services, including feasibility I Q studies; design engineering and con- W Our philosophy is solution-oriented. Envi- rogen has completed numerous site investi- struction management; groundwater col- gations and remediations for our clients lection, treatment and isolation systems; I whom are accessing the Illinois Dry Cleaner vapor extraction and air sparging; biore- mediation; and regulatory support. Environmental Response Trust Fund. Field investigations are geared toward final site • Providing full service construction' ser- closure with the issuance of a "No Further vices, including plans and specifications, W Remediation" letter through the Illinois contract bidding and project manage- Environmental Protection Agency's, Volun- ment, turnkey system construction, andgoommi tary Site Remediation Program (SRP). systems operation and maintenance. Investigation activities are integrated withCo) finan- innovative system design and modeling Minimizing client exposure and techniques. Cost-effective remedial alterna- cial liability through clear, concise docu- tives are developed with an understanding of mentation (e.g. health and safety plans, >im our client's business and operations and the quality assurance/quality control docu- Fund requirements. This allows clients to ments)and knowledge-based representa- make early and informed decisions consider- tion (e.g. regulatory negotiations, expert CX witness testimony). I a or Experience. We have provided site assessment and remedial investigations, design p Iservnprepared remedial objectives reports, remedial action plans, and remedial action ices, completion reports for over 25 sites throughout Illinois. Envirogen has also successfully com- pleted over 15 Illinois Dry Cleaner Environmental Response Trust Fund applications for Ireimbursement of costs related to the site investigation and final closure. I PAIreill DRYCLEANER I \\'IRO\\11 \ I Al RI sl'O\sI I RI 5I I- I'\ I) OI II I INOIti I I 4ENVIROGEN IProject Descriptions I Project Type and Envirogen's Project Title and Location Client and No.Years as Client Responsibility Type: Multi-Site Phase I Investigation City of Chicago Chicago DOE Prime consultant responsible for: Ms.Annalisa Ahumada Phase I environmental site assessment No.Years: On Goin Reference Project Cost Envirogen-CN Project Team Members 1 Ms.Annalisa Ahumada $10,000 Mike Monteith 30 N. LaSalle St.,25"'Floor Chicago, IL 60602 ' 312-742-0756 Abstract Envirogen conducted Phase I environmental site I assessments at six City-owned properties designated for future residential development and a seventh O� �I�/,��� underutilized property. The Phase I ESAs were performed in accordance with current accepted practices ,r _ _ /� I and consistent with the ASTM Standard Practice for ��� - S _ y� Environmental Assessments([1527-00). `� .;• O I Envirogen reviewed various records to evaluate current • !r and historic activities which suggest the potential for 110 Z - !- 3 M adverse environmental conditions, including: `,-, +� a "� ' government records related to the treatment, storage, s. 1. disposal or release of hazardous substances or - ' ' , NA* t+ I petroleum products; fire insurance maps and aerial ....-3, . .,_� photographs; topographic maps and published geological 00 -r. co) and hydrogeological information; and chain-of-title Q I �. to I surveys. ��_R wwP Envirogen also performed site reconnaissances of the ry�"D 4tr'V, I seven properties to identify potentially adverse environmental conditions as indicated by the presence of: stressed vegetation; stained or disturbed soils or pavement; sheen or iridescence on standing water; storage tanks; pits, ponds, lagoons, pools and sumps; on-site landfill; oil, gas and water wells; septic systems and cesspools; I drums or other industrial containers; and PCB-containing devices such as transformers. A vehicular reconnaissance was also conducted of properties within a 1/4-mile radius to identify potential neighboring environmental concerns. A report was prepared for each site to summarize the results of the investigation. Recommendations for additional I investigations were provided in each report. I I I I I I 0 ENVIROGEN IProject Descriptions I Project Type and Envirogen's Project Title and Location Client and No.Years as Client Responsibility Type:Comprehensive Phase I/II ESA Johnson-Meier Shurgard Storage Centers,Inc. And Geotechnical Evaluation 3501 W.Touhy Avenue 900 Jorie Blvd., Suite 170 I Prime consultant responsible for: Lincolnwood, Illinois Oak Brook,IL 60523 • Comprehensive Phase I ESA 630 472 0212 • Comprehensive Phase II ESA • Geotechnical Evaluation 1 No.Years: 2 Years Reference Project Cost Envirogen-CN Project Team Members I Mr. Kendall Winegard $10,500 Devin Moose 900 Jorie Blvd.,Suite 170 Mike Monteith Oak Brook, IL 60523 Doug Allen Phone: 630-472-0212 IAbstract Client was interested in purchasing the property for use as a public storage facility. Envirogen was I contracted to provide comprehensive Phase I / II ESA services associated with the property transaction. In addition, Shurgard requested a °s �`` . A c geotechnical evaluation of the site for consideration 5 ' 6 1 - �„ , of additional structures. Envirogen completed the Phase I ESA and based -- upon the findings of the Phase I ESA, a work plan I was developed for the Phase II ESA. Envirogen completed the Phase II ESA with the geotechnical evaluation concurrently. Envirogen collected soil samples for chemical and geotechnical analyses. I Envirogen evaluated all the data and prepared reports documenting the activities completed. The reports addressed not only the findings of the environmental investigation, but also presented the suitability for building at the site. I I 1 I I I I I I ENVIROGEN IProject Descriptions I Project Type and Envirogen's Project Title and Location Client and No.Years as Client Responsibility Type:Comprehensive Phase I/II ESA Former Klines Department Store Shurgard Storage Centers,Inc. And Geotechnical Evaluation Property Transaction 900 Jorie Blvd.,Suite 170 I Prime consultant responsible for: Chicago Heights, IL. Oak Brook,IL 60523 • Comprehensive Phase I ESA 630-472-0212 • Asbestos Assessment • PCB Sampling • Comprehensive Phase II ESA • Geotechnical Evaluation No.Years: 2 Years Reference Project Cost Envirogen-CN Project Team- Members 1 Mr. Kendall Winegard $11,500 Devin Moose 900 Jorie Blvd., Suite 170 Mike Monteith Oak Brook,IL 60523 Doug Allen Phone: 630-472-0212 IAbstract Client was interested in redeveloping the site into a Public storage facility. Envirogen was contracted to complete a - I comprehensive Phase I/II ESA for property transaction purposes and complete a geotechnical evaluation for potential redevelopment. l .' ' ?.. I The Phase I ESA identified potential asbestos containing a materials (ACMs) and Polychlorinated Biphenyls (PCBs) „ _---:--- -- within the building. The Phase I ESA also identified potential offsite Recognized Environmental Conditions .-7..-;f-',.,-;''t - - _-te t - (RECs). " �f -�.. _ Envirogen was contracted to complete asbestos A assessment, PCB, comprehensive Phase II, and ` `_,. I geotechnical evaluations. Results of the evaluations indicated; small quantities of asbestos were detected in the floor tiles and bathroom mastic. Proper removal of these materials were recommended prior to renovation or demolition. PCBs were not detected in samples collected. The I comprehensive Phase II subsurfacing investigation did not indicate concentrations of containments above the most stringent Tier I Residential Soil Remediation Objectives listed in Part 742 "The Tiered Approach to Correction Action Objectives" (TACO). The geotechnical evaluation provided the findings of the subsurface evaluation, including geotechnical laboratory analysis and provided recommendations on the suitability of the soil for construction. I 1 I I I OENVIROGEN IProject Descriptions I Project Type and Envirogen's Project Title and Location Client and No.Years as Client Responsibility Type: Brownfields Redevelopment Grant Former Retail Service Station Village of Broadview (BRG) Brownfields Redevelopment Grant Henry Vicenik,Village President ' Prime consultant responsible for: Broadview, Illinois 2350 S. 25th Ave. • Preparation of demolition/UST Closure bid Broadview, Illinois 60155 specs • Demolition Oversight&UST Closure • Preparation of BRG application on behalf of Village • Comprehensive Phase I&II ESA • Site Remediation Pr..ram&BRG re.ortin. No.Years: < 1 Reference , Project Cost EnvirogeMembersn-CN Project Team ' Henry Vicenik,Village President Grant Dollars: $34,000 Devin Moose 2350 S.25th Ave. Overall Project Costs: $48,000 Jeff Cademartori Broadview, Illinois 60155 Phone: 708 681-3600 I Abstract The Village of Broadview has contracted Envirogen I to provide turnkey environmental services in redeveloping an abandoned service station property located at 1901 S. 17th Avenue in Broadview, Illinois. Illb 'et s I Envirogen was tasked with completing and , submitting a Brownfields Redevelopment Grant iiiii_ ‘4,. (BRG) application. Concurrent to the grant application submittal, Envirogen assisted the Village -------- - , I in soliciting and reviewing contractor bids for F.•,,,, ,� removal of all aboveground structures and below ground tanks and lifts. _ t The Village of Broadview was notified of a ` � successful grant award in the amount of $34,000 '21'''.4---;:':" ' on October 12, 2001. The Phase I ESA and --c - .- ,....,,,,,....- demolition . demolition of ll above ground structures have - i r �"' ., I been completed to date within approved budget , .,_ . ''' - `= _ "''' and established time frames. Envirogen has been coordinating with the Village on the timetable of activities to be completed in order to obtain a I Comprehensive No Further Remediation (NFR) letter. The Village is currently evaluating other properties for addition to the grant. 1 I I I 1 I 4ENVIROGEN IProject Descriptions I Project Type and Envirogen's Responsibility • Project Title and Location Client and No.Years as Client Type: Brownfields Redevelopment Grant(BRG) Former Wastewater Treatment Will County Prime consultant responsible for: Facility Brownfields Mrs. Donna Shehane, Solid Waste • Preparation of BRG application on behalf of Redevelopment Grant Engineer I Village Crete, Illinois 58 E.Clinton Street, Suite 500 • Comprehensive Phase I ESA Joliet,Illinois 60432 • Comprehensive Phase II Subsurface Soil and Groundwater Investigation • Comprehensive Pond and Downstream ' Investigation • Site Remediation Pr..ram&BRG re.•rtin. No.Years: 6 Reference Project Cost. - Enyirogen-CN Project Team MeMbers Ms. Donna Shehane Grant Dollars: $56,000 Devin Moose I Solid Waste Engineer Overall Project Costs: $80,000 Mike Monteith Will County 58 E.Clinton Street,Suite 500 Joliet,Illinois 60432 Phone: 815 727-8834 I Abstract Will County, in unison with the Village of Crete, retained Envirogen to provide turnkey environmental services I regarding the site investigation, remediation, and redevelopment of a former wastewater treatment plant located at 450 E. Monee Rd. in Crete, Illinois. I Envirogen prepared and submitted a Brownfields Redevelopment Grant (BRG) application to complete ! t a comprehensive soil and groundwater, soil i;r construction debris pile, pond, and 55-gallon drum investigations. The Village of Crete was notified of a - Isuccessful grant award of $56,000 on December 19, 2001. , \ Data from these investigations will be incorporated „ '4 -q, . , I into submittals to the Illinois Site Remediation t! i.. .-4 '� -- w Program (SRP) with the ultimate goal of securing a 1='` :. - '"' " * '` Comprehensive No Further Remediation (NFR) letter , -' for the property. ,:',,44:"..---••;,::.:;01..,. ..S-''......7.:,-: c. • _r IThe County and Village are looking at a number of potential options for the property's redevelopment. Considerations include a public recreational open ,,s i 4.4 1PI:" I space, future industrial zoning, or some type of _. -' '' '+ - - communications installation. The Village is currently evaluating additional qi properties for addition to the grant program by _%! I amendment. s .,:' y .. a. -. A M I 1 I I ENVIROGEN IProject Descriptions IProject Type and Envirogen's Project Title and Location Client and No.Years as Client Responsibility Type: Brownfields Redevelopment Grant Former Retail Service Station Village of Justice (BRG) Brownfields Redevelopment Grant Mr. Philip A DePaola, I Prime consultant responsible for: Justice, Illinois Director of Public Works • Preparation of BRG application on behalf of 7800 South Archer Avenue Village Justice,Illinois 60458 • Comprehensive Phase I ESA • Site Remediation Program&BRG reporting No.Years: <2 I Reference Project Cost Envirogen-CN Project Team " Members Mr. Philip A DePaola,Director of Public Works Grant Dollars: $25,800 Devin Moose 7800 South Archer Avenue Overall Project Cost: $37,000 Mike Monteith I Justice, Illinois 60458 Phone: (708)458-2961 1 Abstract Envirogen was retained by the Village of Justice to complete site investigation, remediation, and redevelopment services I at a former service station located at the northeast corner of Archer Avenue and 86th Street in Justice, Illinois. Prior to initiating the investigation ;=w • '' activities, Envirogen completed and "' 1 .,. submitted a Brownfields Redevelopment - •� " (�- Grant (BRG) application on behalf of the "` Village to the Illinois Environmental I Protection Agency. The Village was notified of a successful grant award in the amount of$25,000 on November 20, 2000. I The Phase I and II Environmental Site V Assessments (ESAs) have been completed to characterize the site. Envirogen has ' . managed the grant for the Village by I preparing and submitting quarterly reports and a reimbursement request package associated with the costs to complete Phase I and II activities. The Village is currently negotiating the transfer of the property. Upon transfer of the property to the Village, I Envirogen will assist with the closure by removal of the underground storage tanks (UST5) and any other environmental issues to redevelop the site and bring it back to productive use. I I I I I I 4ENVIROGEN IPro'ect Descri •tions Project Type and Envirogen's Responsibility Project Title and Location Client and No.Years as;Client.' • I Type: Brownfields Redevelopment Grant(BRG) Commuters Brownfields Village of Palatine Prime consultant responsible for: Redevelopment Grant Mr. David Fieldman • Preparation of BRG application on behalf of Village Palatine,Illinois Director of Planning and Economic • Comprehensive Phase I ESA Development 1 • Focused Phase II Subsurface Soil and 200 E.Wood St. Groundwater Investigation Palatine, Illinois 60067 • TACO Tier II Cleanup Objectives • Groundwater Modeling • Site Remediation Oversight 1 • Site Remediation Program&BRG reporting • Closure of BRG • Draft and Final NFR Letter No.Years: <2 Reference ProjectCost Envirogen-CN Project Tear,*Members I Mr. David Fieldman Grant Dollars: $60,000 Devin Moose 200 E.Wood St. Overall Project Costs: $86,000 Mike Monteith Palatine, Illinois 60067 Phone: 847 359-9047 IAbstract Envirogen was retained by the Village of Palatine to complete environmental services at the Former Commuters Plaza. The Commuters Plaza property formerly contained a stripmall which included a dry cleaners. 1 Former Commuters Plaza Prior to initiating investigation activities, Envirogen prepared and submitted a Brownfields Redevelopment Grant (BRG) application on behalf of the Village. The I Village of Palatine was notified of a successful grant award for$60,000 on September 15, 2000. Envirogen completed Phase I Environmental Site I Assessment (ESA) activities and found the site had one '� Recognized Environmental Concern (REC), a former plant 94.1.,.. . on premise dry-cleaner. Envirogen prepared and initiated i - ,Ian investigation that focused on the former dry-cleaner. I Results of the investigation indicated chlorinated solvents Y associated with dry-cleaner activities exceeded the Illinois Environmental Protection Agency (IEPA) Tier I Soil _- .. I Remediation Objectives (SROs). Based on these findings, the property was enrolled in the Site Remediation ' Program. I Envirogen developed Tier II site-specific remediation Gateway Center objectives and proposed the use of engineered barriers (asphalt and concrete). Envirogen was able to obtain a Draft No Further Remediation (NFR) Letter in order for I funding to be released for redevelopment activities. In addition to completing all SRP reporting, Envirogen completed all the necessary BRG quarterly reports and I reimbursement packages. During the course of redevelopment the contractor had x r a determined that soil would require removal. Envirogen 1 ; w �•'.,,.x' I located the impacted area and arranged for the K ; � * a excavation, transportation, and disposal of impacted soil. , .1 ' ''y The engineered barriers have been placed at the site and w __ E. Envirogen is requesting a Final NFR letter. Envirogen is currently closing the BRG out by submitting the required closure reports and final reimbursement. I I I 0 ENVIROGEN IProject Descriptions I Project Type and Envirogen's Responsibility. Project retie and Location Client and No.Years as Client Type: Brownfields Redevelopment Grant(BRG) Wellington Partners, 114-132 Village of Palatine Prime consultant responsible for: Colfax St. Brownfields Mr. David Fieldman • Preparation of BRG application on behalf of Redevelopment Grant Director of Planning and Economic 1 Village Palatine, Illinois Development • Comprehensive Phase I ESA 200 E.Wood St. • Focused Subsurface Soil and Groundwater Palatine,Illinois 60067 Investigation • Designed and Implemented In-situ enhanced anaerobic soil remediation • Site Remediation Oversight • Site Remediation Program &BRG reporting • Closure of BRG I • Anal NFR Letter No.Years: <2 Reference Project Cert Envirogen-CN Project Team Members Mr. David Fieldman Grant Dollars: $60,000 Devin Moose 200 E.Wood St. Overall Project Costs: $86,000 Mike Monteith Palatine,Illinois 60067 IPhone: 847 359-9047 Abstract ' Envirogen was retained by the Village of Palatine to complete environmental services at the 114-132 Colfax Street property. The site formerly contained a service station and dry-cleaners. Prior to initiating investigation activities, Envirogen 114-132 Colfax Street I prepared and submitted a Brownfields Redevelopment Grant (BRG) application on behalf of the Village. The ' . ' Village of Palatine was notified of a successful grant ,,:r. z3 award for$60,000 on September 15, 2000. x �; ,,`� •= $ Historical information indicated that Recognized ' ' + ' Environmental Concerns (RECs) consisted of historical '. "3 use as a service station and auto repair shop and a • ,�y ''• . plant on premise dry-cleaners. ' ��, -- --ill �pv :>.' ... - Envirogen developed and initiated a work plan to 4i - characterize the site conditions. Analytical results "7 _ `., _ •"4 6 Iindicated elevated concentrations of chlorinated solvents ° associated with dry-cleaning activities. Envirogen enrolled the property into the Site Remediation Program "404-.7n,-Qtr'''.',-4.1%=---* ' - . �� '�' ' (SRP). In addition to completing all SRP reporting, Envirogen completed all the necessary BRG quarterly reports and reimbursements packages. I Envirogen proposed and completed an enhanced Multilevel Residential Development bioremeidation plan to address elevated concentrations , �, of perchloroethylene (PCE). In addition, Envirogen r arranged limited soil removal to coincide with the ,d.. - 0,0 IA I redevelopment of the site. The combination of insitu f Q and exsitu remediation activities in combination with . ,. groundwater monitoring successfully brought the site to e---, �I/ 1 s closure. The site received a Final No Further Remediation (NFR) Letter in January 2002. Envirogen is '� i / s ! ,=- I I currently closing the BRG out by submitting the required f # t - -+: 1 closure reports and final reimbursement. ,„ i - a ;^ + d I t ala I - ;` I _= I I 0 ENVIROGEN IProject Descriptions I Project Type and Envirogen's Responsibility Proiect Title and Location . Client and No.Years as Client Type: Brownfields Redevelopment Grant(BRG) Former Skokie Incinerator Village of Skokie Prime consultant responsible for: Brownfields Redevelopment Mr.Wayne Hansen • Procurement of Demolition Services Grant 5127 Oakton Street I • Preparation of BRG application on behalf of Skokie, Illinois Skokie, Illinois 60077 Village • Comprehensive Phase I ESA • Comprehensive Subsurface Soil and Groundwater Investigation • TACO Tier II Cleanup Objectives • Site Remediation Program&BRG reporting • Closure of BRG • Draft NFR Letter No.Years: 2 III Reference Project Cost Envirogen-CN�,T Mentherrs Mr.Wayne Hansen Grant Dollars: $60,000 Devin Moose 5127 Oakton Street Overall Project Costs: $86,000 Mike Monteith Skokie,Illinois 60077 Phone: 847 933-8230 I Abstract Envirogen was retained by the Village of Skokie to provide services associated with the demoltion, investigation, I remediation, and redevelopment of a property formerly used for the incineration of municipal refuse. Envirogen prepared, on behalf of the Village, bid specifications necessary for the removal of asbestos and demolition of the onsite structures. Envirogen also assisted in selecting contractors and providing general oversight management I of the project. Following completion of the demolition activities, Envirogen reviewed reports compiled by others to prepare and implement a comprehensive Phase II subsurface investigation. Former Skokie Incinerator Site Results of the investigation indicated concentrations of tetrachloroethylene (PCE), certain polynuclear aromatics (PNAs), • I and arsenic exceeding the Tier I Soil Remediation Objectives (SROs) listed. Based on the analytical results, Envirogen enrolled A` f 0 --- -- the property into the Site Remediation Program (SRP) with the -V A purposes of securing a No Further Remediation (NFR) Letter. 1 .w..,...ra...r..: - L In order to further determine the property's redevelopment �T ` potential, Envirogen prepared and submitted a Brownfields Redevelopment Grant (BRG) application to the IEPA on behalf of - -- ` I the Village. Envirogen has utilized grant monies to complete additional site investigations necessary to delineate the extent of impact. Data from these investigations has been incorporated - - Y into submittals to the Illinois Site Remediation Program (SRP). �." Envirogen completed limited soil removal activities to remove PCE and arsenic impacted soil from further consideration. Skokie Fire Station and Trainin. Center Envirogen then utilized Risk Based Corrective Action by r `3. 111 developing site specific soil remediation objectives using Tier II calculations calculations provided in TACO and utilized engineered barriers (asphalt pavement and building) to remove the certain PNAs from further evaluation. Envirogen secured a Draft NFR Letter for the site pending demonstration of the proposed engineered f �.K_ I _ barriers. ,A Construction of the Village's new Fire Station and Training Center V. Je 4 Q� _ is scheduled to begin in July 2002. Following demonstration that -111 the engineered barriers are in place, a Final NFR Letter will be "G issued. Envirogen is currently closing the BRG out by submitting the required closure reports and final reimbursement. 1 I ENVIROGEN I 0 ENVIROGEN Project Descriptions Project Descriptions Project Type and Envirogen's Responsibility Project Title and Location Client and No.Years as Client Project Type and Envirogen's Project Title and Location Client and No.Years as Client Type: Brownfields Redevelopment Evergreen&Halsted Site Chicago DOE I Responsibility Prime consultant responsible for: Restoration Mr. Renante Marante Type: Remediation Burlington Site Restoration,Chicago, Chicago DOE • Proper removal and disposal of 62,000 tons of debris. Chicago,Illinois Prime consultant responsible for: Illinois • Comprehensive Phase II Subsurface Soil and I • Brownfields Redevelopment Groundwater Investigation • Environmental Investigation • TACO Tier II Soil and Groundwater Cleanup • Physical and Chemical Analysis of Soil Objectives /Water I . Soil and Groundwater Sample Collection • Groundwater Modeling • Use of TACO Regulations • Site Remediation Program Reporting • Site Remediation Program Reporting • Final NFR Letter on 3 of 7 Acres No.Years: On Going No.Years:On Going Reference Pri4atttest s Enviirog i PMetereold ilifetibeft Reference Project Cost ' Envirogen-CN Project Team Mr. Renante Marante $1,300,000 Devin Moose II Members 30 North LaSalle St. 25th Floor Doug Allen Chicago DOE $1,000,000 Mike Monteith Chicago,IL 60602 Mike Monteith Ms. Kelly Kennoy Devin Moose 312-742-0123(Phone) 30 N. LaSalle St.25'" Floor Doug Allen 312-744-6451(fax) I Chicago, IL 60602 Phone:312-744-8692 Fax: 312-744-3586 Abstract I Abstract Envirogen was contracted by the City of Chicago Department , of Environment to remove approximately 62,000 tons of �a M ; Envirogen performed site remediation activities on illegally dumped debris comprised of contaminated soil, large -. behalf of the Chicago Department of Environment pieces of concrete, tires, and other miscellaneous waste. • I (CDOE) at a 6 acre site located on South Halsted Street Envirogen managed all subcontractors and completed the in the City of Chicago. The property is a high profile project ahead of schedule and under budget. a ` . brownfields site, covered with approximately 120,000 r`r ---- �' ..: Envirogen was subsequently contracted by the City and 4-0.,,„„,..,,,,, ._.--:,-,4„.„. cubic yards of illegally dumped debris comprised of „� private developer to complete a file review and prepare and ` 4`s ''.i.::.1.41',..../.`'e; ` I contaminated soil, largepieces of concrete, tires, and 5,. p p p p '`i= 9 Y implement a comprehensive subsurface site investigation. „ .r. `�s r `-f '"` other miscellaneous waste materials. The debris pile _ ��r ... it ... Recognized Environmental Concerns (RECs) included the ,w. -- s was generally 20 to 50 feet in height and covered the -. •,,A, - , ., -" - ` illegally dumped material, former or suspected underground - ` III entire site. storage tanks (UST5), a former service station, and also a . y "�' former metal finishing plant. - ,, Managing a large team of MBE/WBE earthmoving and ) r truckingbrokers, Envirogen successfullycompleted I ' o " - �" � `� ` g p r Results of the subsurface investigation indicated -,.. . // 1 removal activities in 67 working days, or 25 percent ::.:.t-: g ahead of schedule. This resulted in significant cost .� �Y. 4 i --,t;. -C-'1,_ : concentrations of certain polynuclear aromatics(PNA5), arsenic, savings to the client. Timely completion of the project and lead exceeded the Illinois Environmental Protection Agency , was critical, as redevelopment of the property is of (IEPA)Tier I Soil Remediation Objectives (SROs). The Site was e I divided into two parcels for enrollment into the Site Remediation prime importance to the City. Program (SRP). One parcel was on a fast tract for remediation )., through the Illinois Housing and Development Agency (IDHA). . , MU . r Following removal of the debris pile, Envirogen coordinated with the CDOE to develop and implement an investigation i i • - 1 plan to ascertain the extent of contamination in the surface and subsurface soils. The overall redevelopment of the seven acre parcel is to ._ kz Iconstruct a mixed income residential development. Envirogen - rrr , + P ' "' M.was able to secure Draft No Further Remediation (NFR) Letters k Through experienced project management, strict adherence to project goals, and long standing relationships with in order to allow the release of funding for the redevelopment II - 1-'sI _ , , K ' I CDOE project managers, Envirogen continues to be a leader in the City of Chicago's aggressive brownfields project. e , al/9r ; redevelopment initiative. - `- t r.- , Envirogen proposed the limited excavations of lead and arsenic hot spots and used Tier II site specific remediation objectives Iand engineered barriers(asphalt pavement, buildings, and three feet of clean soil cover) to gain regulatory closure. As sections of the site have the required engineered barriers in place, Envirogen has been able to secure Final NFR Letters. To date, Envirogen has obtained NFR Letters on 3.2 of the total 7 acres.The entire property is anticipated to be I developed and closed through the SRP by August 2002. North Town Village is the first project of its kind to convert a brownfields site into combined public housing and for-sale townhouse units. I I 43ENVIROGEN IProject Descriptions I Project Type and Envirogen's Project Title and Location Client and No.Years as Client Responsibility Type:Comprehensive Phase I/II ESA Former Alcoa Site Brownfield Mr. Lee Brandsma Prime consultant responsible for: Redevelopment 1759 Elmhurst Road I • Property transaction assist West Chicago, Illinois Elk Grove Village,IL 60007 • ALTA survey coordination 773-242-1977 • Preparation of remediation strategy/cost estimate • Preparation of demolition/remediation bid specs • Field oversi.ht of remediation activities No.Years:On Goin• Reference Project Cost Efert -CN Project Team I Mr. Lee Brandsma $150,000 Devin Moose 1759 Elmhurst Road Mike Monteith Elk Grove Village,IL 60007 Doug Allen Phone: 773-242-1977 IAbstract The former Alcoa aluminum extrusion plant ceased operations in the mid 1990's. A Phase I ESA revealed I the presence of an active LUST incident and potential heavy-metals contamination. In addition, an adjacent property exhibited potential PCB contamination. Envirogen conducted a comprehensive Phase II ESA to determine the extent of environmental impacts. The investigation indicated chlorinated solvent contamination in limited areas of the site. I Concentrations of metals were below Section 742 Tier 1 remediation objectives for industrial / commercial " _ -- property. Based upon the investigation findings, A.- Envirogen prepared a remediation strategy and cost I estimate which facilitated property transfer negotiations. The site is currently enrolled in the Site Remediation Program, with a goal of receiving a No Further Remediation Letter for industrial / commercial I use. Envirogen also prepared a comprehensive bid package requesting demolition, asbestos abatement and remediation services for over 175,000 square feet of existing warehouse space which will not be incorporated into the site I redevelopment. Envirogen assisted Client to review vendor bids and will provide field oversight of demolition and remediation activities. Envirogen assisted Client to investigate and secure innovative funding for the project including conservation Ieasements, brownfields redevelopment loans, and brownfields tax credits. I I I I I 4ENVIROGEN Project Descriptions IProject Type and Envirogen's Project Title and Location Client and No.Years as Client Responsibility Type:Characterization Multiple UST/AST Sites throughout Wisconsin Central LTD I Prime consultant responsible for: Wisconsin, Michigan,and Illinois • UST Removal/Abandonment • Regulatory Reporting • Confirmation Sam.lin. No.Years: 8 I Reference Project Cost Envirogen-CN Project Team Members Mr.Geoff Nokes Over 50 sites R.Schowengerdt WCL Environmental Engineer $1,000—$10,000 per site M. Oberhofer I 6250 North River Road P. Moiling Rosemont, IL 60018 Phone: 847-318-4648 Fax: 847-318-4613 I Abstract WCL contracted with Envirogen to identify USTs/ASTs iiii I at multiple WCL and WCL Lease sites for abandonment. Once storage tank sites were identified Envirogen provided turn key services to close the subject USTs 4` and ASTs either by removal/disposal or abandonment o I in place. Envirogen was responsible for the following ., , �'.-. project activities: lit x ' r • Residual product removal/disposal Y ` m • Tank cleaning a, • Tank excavation • In-situ closure via slurry injection 4 +' I . Removal/capping of distribution and vent lines •-• �'� • Certified disposal of steel as scrap • Permitting/notification of DILHR/DCOM - • Tank bed confirmation sampling I • Tank registration • WDNR notification • Insulation/asbestos characterization/disposal 1 •4 as 1 �. ' •A' �' ate'.. I ,4 � _ ' � i I I I ENVIROGEN IProject Descriptions I Project Type and Envirogen's Project Title and Location Client and No.Years as Client Responsibility Type: Remediation Superfund Site Arco Environmental Remediation, LLC. Prime consultant responsible for: Upstate New York Plano,TX • Project Technical Oversight • Remedial Progress Monitoring and Evaluation • En•ineerin• No.Years:October 1996-Present I Reference Project Cost Envirogen-CN Project Team Members Terry J. Moore, Ph.D. $2,600,000 Doug Callahan Environmental Business Portfolio Manager Travis Peterson Arco Environmental Remediation, LLC. I 2300 West Plano Parkway Plano,TX 75075 Phone: 972-509-6931 Fax: 972-509-6998 Abstract The Site is a former refinery and was listed on the National Priority List 1 (NPL) when it was discovered that Site contaminants were impacting an adjacent surface water body. Groundwater and soils in the former refinery area contained contaminants typically associated with petroleum hydrocarbons, as well as chlorinated hydrocarbons, nitrobenzene, aniline, I arsenic, and lead. The ROD for the site called for pumping and treating groundwater to remediate Site groundwater to ARARs (MCLS and New York State water quality standards). II EPA agreed to aphased approach for implementing 1,..k. F g pp p g groundwater 'k` remediation, with Phase I consisting of an evaluation of the ROD selected �, , % ` I '' "• remedy alongside alternative remedial technologies. Envirogen became ' ' ' . , involved in the project in October 1996 to evaluate and optimize the ., I Phase I groundwater remediation systems, to provide project technical \ oversight, and to monitor the progress of Site remediation during Phase I ' operations. In 1997, Envirogen designed and oversaw construction of an 4. expansion AS/SVE system within the pump & treat area (15 AS wells, 5 �`„. w ISVE wells). Envirogen's current responsibilities involve: `w''.. ..*t • Optimization of remediation systems ;k,F,\ `ti .t • Progress monitoring plan development and remedial progress ` ` 4 s • Planning and technical direction for all Site monitoring and sampling • Coordination of non-routine monitoring and sampling with the Site O&M Contractor • Maintenance of a Site database for all remediation system operational and monitoring data, as well as all groundwater, surface water and soil analytical data • Engineering services for design associated with system expansion, modification, improvement, or decommissioning • Assisting the client with long term project planning and budgeting Remediation performance monitoring during Phase I has shown that groundwater organic contaminant concentrations are declining in the remediation areas primarily as a result of biodegradation, and are also naturally Y I attenuating outside of the remediation areas. Although significant remedial progress has been made, the ability to achieve and maintain ARARs in Site groundwater has been limited due to the nature, distribution, and age of the petroleum related contaminants at the Site. Based on these findings, Envirogen has assisted our Client in negotiations with the EPA to implement a groundwater containment strategy with concurrent post-ROD changes and a waiver of ARARs for Site groundwater based on Technical Impracticability. i ENVIROGEN Project Descriptions Project Type and Envirogen's Project Title and Location Client and No.Years as Client Responsibility Type: Remediation Former Monarch Range Site Dodge County Prime consultant responsible for: Beaver Dam,WI • Risk Based Closure • SVE/AS • Soil Excavation No.Years: 7 1 Reference Project Cost Envirogen-CN Project Team Members Mr.Earl Schultz $2,000,000 R. Schowengerdt Dodge County Commissioner D.J. Burns 127 East Oak Street P. Moiling Juneau,WI 53039 V.Loveland Phone: 262-386-3592 M. Love Abstract Dodge County, Wisconsin acquired a 14-acre brownfield property due to delinquent taxes. A variety 1 of petroleum hydrocarbon, non-Petroleum hydrocarbon, heavy metal, and PCB contamination was ,was _ observed in both soil and groundwater. Isolated and T 210 t t .I n'`�`�ii 'i; commingling contaminant plumes were present. .ate 4ii1111 dos. - -:1 ¢s Envirogen was retained for the project subsequent to a , activities by two previous consulting firms. Activities y' conducted by these firms had not led to an adequate 1 evaluation of the extent of contamination according to the WDNR. Based on the pre-existing data a test boring and monitoring well installation (soil and groundwater sampling) investigation was begun. Using the results of the supplemental investigation, Envirogen was able to negotiate in-place closure for heavy metals(Pb, Cr). Additionally, Envirogen successfully negotiated the implementation of an elevated standard to address diesel fuel contamination. These achievements have been estimated to have saved over$1,000,000 in remedial costs. Envirogen's final remedial system design included in-situ treatment for volatile constituents and the excavation and thermal treatment of soil. Due to the presence of commingling PECFA-eligible and ineligible contaminants, Envirogen also negotiated directly with the PECFA program to maximize reimbursement. Subsequent efforts to acquire funding from other state agencies were also initiated with Envirogen's aid and technical support. The in-situ remediation system consisting of six air sparging wells, nine groundwater extraction wells, and six soil vapor extraction wells was completed in 1996, and was operated for over a one year period. During its operation, 1 the remedial treatment system successfully removed over 600 lbs of chlorinated solvents from both soil and groundwater media. Based on the reduction of the overall contaminant mass that has been achieved, further operation of the system has been suspended pending an analysis of the remediation of remaining contaminants by natural attenuation and biodegradation processes. The success of the Monarch redevelopment effort has been hailed as a model for other sites within the State of Wisconsin. A profile of the site's history was provided in the Wisconsin Natural Resources magazine in October 1996. I I I I I ENVIROGEN Project Descriptions IProject Type and Envirogen's Project Title and Location Client and No.Years as Client Responsibility Type:Characterization Shoreline Phase I/Phase II ESA Miller Compressing Company Prime consultant responsible for: Milwaukee, Wisconsin I • Site Characterization of former industrial .ro.e No.Years: 11 Reference Project Cost Envirogen-CN Project Team I Members Mr.Joseph Kovacich $25,000 Matthew Giovanelli,P.G., CHMM Miller Compressing Company 1640 W. Bruce Street I Milwaukee,WI 53204 414 671-5980 I Abstract Miller Compressing was interested in a parcel of land t -.4 -:-.-A-; 0 ' . ,. $. that was formerly used as part of a large industrial :- Y � 0 , complex. In order to determine the potentialI y: ' environmental risk associated with the parcel, t, =� =�' -Y Envirogen conducted a Phase I Environmental Site - _`' ' Assessment(ESA). Based on the results of the Phase I �; ',� '" $ . .--e x ,-.p , I ESA which included record reviews, historical research , -;/,-ti, and site inspections, several Recognized Environmental _: ., ''-i `-'=' Conditions (REC) were identified. The RECs included liki i►_ • .I surface staining and the presence of suspect fill _e c.� �. Imaterial and the former use of the site as a power �r `' :;41.4-*if' plant and maintenance facility. a3#iLM ' :. '�,,,s ; t , I In order to determine the potential impacts of the RECs on the parcel, a subsurface investigation was conducted. A Geoprobe was used to collect soil and groundwater samples in the areas of concern. The soil samples were analyzed for volatile organic compounds, RCRA metals, PCBs and polynuclear aromatic hydrocarbons. Because of the I detection of high total lead concentration,TCLP analysis of the samples containing high total lead concentrations was also performed. Groundwater samples were collected from selected Geoprobe boring locations at the time the borings were installed in order to determine if groundwater impacts were present and if those impacts had the potential to migrate offsite. Soil sampling analytical results were compared to NR 720 generic soil cleanup standards. I For those samples that exceeded the generic cleanup standards, a preliminary risk assessment using site specific data was utilized to determine the potential level of remedial action that may be necessary to comply with WDNR regulations. This information was used to develop likely environmental costs associated with the parcel in order to Ihelp in the evaluation of acquiring the parcel. 1 I I I I I 0 ENVIROGEN IProject Descriptions I Project Type and Envirogen's Project Title and Location Client and No.Years as Client Responsibility Type:Storm Water and Remediation Blaine's Auto Salvage Site-Slinger, Blaine's Auto Salvage Prime consultant responsible for: Wisconsin • Respond to Notice of Violation with respect to violations of State Spills and Storm Water Laws • Development of Comprehensive BMPs • Investigation and Remediation of Metals I and Petroleum Impacts No.Years:4 Reference Project Cost Envirogen-CN Project Team Members Mr. Ken Blaine $80,000 Jay Diebold, P.E.,P.G. 300 Storck Street Rich Schowengerdt I Slinger,WI 53086 Phone: 262-644-8808 Abstract I An anonymous complaint generated a site inspection by the Wisconsin Department of Natural Resources (WDNR). During the inspection, the WDNR collected a '4* soil sample and submitted the sample to an analytical laboratory. Based on the analytical results and site '� — . I � ' , observations, the site owner was found to be in t�.,"�.. -._d+e� - violation of the state spills and storm water laws. As a - result of these findings a notice of violation was issued I and an enforcement action was initiated. Envirogen was retained to assist the owner with regulatory negotiations and to develop corrective measures to rp- .` bring the site into compliance with all applicable laws. Based on the preliminary findings, Envirogen implemented a sampling program to define the extent of lead and petroleum impacts at the site. A series of shallow hand augers, backhoe test pits, and deeper I test borings and monitoring wells were installed at the site. Onsite testing also included the use of a handheld metals analyzer to obtain surface soil lead values across the site. The site investigation findings demonstrated that isolated pockets of characteristically hazardous lead were present on site. Additionally wide spread elevated total lead I values exceeded industrial worker exposure standards. Petroleum contamination was also found to be widespread but generally limited to the upper 4 feet of the soil column. Some areas of soil also contained organic compounds above industrial worker health risk standards. Very little impact to groundwater was observed. I The contaminant impacts were attributed to operating practices, which allowed for some automotive fluids to be released to the environment during storage and handling of the salvaged autos. In order to bring the site into compliance with both the spills and storm water laws, a comprehensive plan was developed for the facility. Major elements of the plan include: I .I the creation of a fully contained auto dismantling area to allow for the capture of all automotive fluids • covering and wrapping motor blocks during on-site storage • the construction of a water impoundment area at the primary facility outfall with an integrated oil skimming boom I .I improved housekeeping and spill response procedures ♦ site re-grading and capping to incorporate all non-hazardous lead and petroleum impacted soils into covered areas to eliminate direct contact health risks ♦ improved diversions and the addition of terracing to reduce the amount of sediment transported off-site I with storm water The corrective measures have been approved and are being implemented in stages in accordance with the negotiated schedule. I I I 4ENVIROGEN I Project Descriptions p I Type and Envirogen's Project Title and Location Client and No.Years as Client Responsibility Type: BioRemediation Jones Island Turnings Facility, Miller Compressing Company I Prime consultant responsible for: Milwaukee,WI • Characterization • Treatability Testing • Remediation and Closure No.Years: 11 I Reference Project Cost Ennvingen-CN Project Team Members Mr.Joe Kovacich $1,200,000 R. Schowengerdt Miller Compressing Company J. Diebold, P.E., P.G. I 140 West Bruce Street Mike Cushman Milwaukee,WI Phone: 414-671-5980 Fax: 414-671-2529 IAbstract A large scrap metal recycler discontinued scrap processing operations at a lease property. Envirogen was ' I retained to conduct a site investigation, remedial options analysis, and remedial system design and implementation. Site investigation activities conducted i I'` l ka`,R at 4. at the site identified soil contamination problems with _:.:,. _ ..r•,..-:yrs' 8117; k. ,T: ..: I cutting and lubricating oils and metals(primarily lead), in ...•:. the soils over most of the 7.5 acre site. Light �` nonaqueous phase liquid (LNAPL) was identified near former turnings dryer. In addition, the site investigation I activities revealed that substantial foundry sand and slaga- '` T . fill had been used by the owner to raise the site grade • <,' ' prior to leasing the site. Based on the results of the site __dt--- ..--- -, A �.T ' investigation it was possible to demonstrate that elevated non-leachable lead levels found in site soils were not associated with cutting and lubricating fluids and were a product of the fill matrix. An isolated area of leachable lead resulting from a battery acid spill required Iremediation along with levels of waste oil in the soil. Remedial options analyses indicated in-situ bioremediation coupled with LNAPL recovery offered significant cost saving over other remedial approaches. Enumeration testing and laboratory bench scale and field scale degradation I studies were conducted. Results demonstrated the ability of bioremediation to degrade the target waste oil contaminants within the time frame requirements of the client. Engineering and design testing determined that the most cost effective air delivery system would involve the use of horizontally drilled air injection. Plans and specifications for the system were prepared and issued for bidding. IThe following remedial measures have been implemented at this site: • Installation of an air sparging system to provide adequate oxygen levels. • Installation of an irrigation system to control water and nutrients. • Installations of a sump, gravel trench network, and rope skimmer for LNAPL recovery. • Startup of all remedial components I • Installation of a groundwater recirculation cell to control groundwater Envirogen's design innovation led to cost savings for the client of over $2,000,000 by treating the soils in-situ with bioventing as opposed to ex-situ bioremediation or landfill disposal. Several hundred thousand dollars were also tsaved by utilizing an approach which does not require the removal and replacement of existing railroad service lines. 1 Devin A. Moose, P.E., DEE Director St. Charles, IL Qualifications As Director, Mr. Moose is responsible for overall administration and technical review for all environmental permitting projects, planning studies and remediation projects for the St. Charles Office. He supervises the planning, design and permitting of solid waste disposal facilities, including landfills, ' transfer stations, recycling processing centers and composting facilities. Mr. Moose also directs the development and implementation of regional solid waste management plans and manages the engineering and hydrogeological analyses for design of remediation projects, solid waste landfills, containment features, UST and LUST projects, dry cleaner sites, brownfield redevelopment projects, groundwater monitoring systems, foundations, pavements, retaining walls, and slope stability analysis. Mr. Moose supervises the development of engineers' cost estimates,economic impact studies and facility business plans; provides contract negotiation expertise for host community agreements, solid waste facility development and operating contracts; performs public presentations for solid waste plans and solid waste facilities;and provides expert witness testimony. ' Education B.S.,Civil Engineering, University of Missouri-Rolla ' Professional Registrations/Certifications • Registered Professional Engineer, Illinois,Wisconsin,Iowa,Indiana,Minnesota,and Missouri • Diplomate of the American Academy of Environmental Engineers ' Professional Affiliations • American Academy of Environmental Engineers 1 • American Society of Civil Engineers • Solid Waste Assoc.of North America • National Society of Professional Engineers • National Solid Waste Management Association ' • Illinois Society of Professional Engineers • Association of Engineering Geologists • National Groundwater Association ' Professional Experience Total years of related experience: 20 Joined Envirogen in 1996 Key Experience-Other ' • Supervised the development, completion and initial implementation of solid waste management plans for 50 counties representing more than 7 million people. The needs assessment components of the plans included determining existing and future waste generation and recycling rates, and ' conducting curbside weighing programs and waste composition studies. The solid waste management plans included extensive evaluation and design of waste minimization and recycling programs. Final reports included evaluation of alternate disposal technologies and recommendation of a final integrated system for future solid waste management. The plans have received awards from the American Planning Association and the Consulting Engineers Council. 1 1 I Devin A. Moose, P.E., DEE Page 2 I • Supervised development of comprehensive local, state and federal permit applications for construction of landfills, balefills, and compost facilities. Siting and permitting activities include Ifacility design and analyses, preparation of operating and closure plans, and interaction with permitting agencies, elected officials and members of the public. Supervised development of engineering due diligence reports for landfill acquisitions. Provided expert witness testimony and assists units of local government reviewing facilities for compliance with applicable regulations, Isupervised remedial action plans for numerous landfill facilities. • Supervised the development of comprehensive local, state and federal permit applications for I construction of transfer stations, recycling facilities, and recycling drop-off centers. Siting and permitting activities included facility design,site layout,equipment specification, time-motion study, expert testimony,and preparation of operating and accident prevention plans. Assisted units of local I government reviewing facilities for compliance with applicable regulations. The transfer station facilities have received awards from the Consulting Engineers Council, the American Public Works Association,and the American Society of Civil Engineers. I • Managed geotechnical and hydrogeological analyses for design of solid waste landfills, containment features, groundwater monitoring systems, foundations, pavements, retaining walls, dewatering systems, slope stability analysis, monitoring well construction, field permeability testing and 1 groundwater modeling. • Managed the development of site locations studies for regional solid waste facilities and recycling I centers. Studies included transportation analyses, development of siting criteria, public consensus building and site identification. I • Directed development of economic performance studies for solid waste facilities including landfills, recycling centers, transfer stations, collection vehicles, and recycling drop-off facilities. Analyses included system construction cost estimates, operating cost estimates, and calculation of financing I costs. System studies included review of existing solid waste facilities, analyses and recommendations for improvement as well as comprehensive waste audits. • Preparation of supporting data and participation in contract negotiations for solid waste facilities. I Scope of work included host community benefit agreements, negotiation of special conditions for landfill and transfer station siting approval, contracts for construction and operation of waste and recycling facilities,drafting local ordinances governing landfills and transfer stations,as well as other Isolid waste related facilities. • Expert testimony on solid waste related facilities and studies. Expert witness testimony experience I includes Cook County, City of Chicago, the Illinois Pollution Control Board and numerous other municipalities and county governments. Experience on approximately 45 Illinois SB-172 proceedings. Development of public education programs, including information booklets, videos, I slide presentations,graphics,public presentations,and field trips. I I I I I Devin A. Moose, P.E., DEE Page 3 I • Overall division manager providing construction quality control/quality assurance and materials testing. Trained nuclear density device and windsor probe operator. Certified by Illinois Department of Transportation in bituminous and Portland cement concrete proportioning, I documentation,bridge structure foundations and traffic safety in construction zones. Experienced in Subtitle D landfill QA/QC procedures, including geomembranes, test liners, and sealed double- ringed infiltrometers. Significant experience in dewatering and geotechnical related construction Iprojects. • Managed site investigations and regulatory compliance activities for numerous UST and LUST I projects. Overall responsibility for numerous brownfield projects involving the State of Illinois Site Remediation Program. Selected Project Experience I Solid Waste Management Planning Boone County Iowa JoDaviess County I Carroll County Kankakee County Central Illinois Municipal Joint Action Agency Lawrence County City of Freeport Lee County Coles County Regional Planning Comm. Livingston County I Crawford County Mason County DeKalb County Menard County DeWitt County Ogle County DuPage County Richland County IEast Central Solid Waste Commission Solid Waste Agency of N.Cook County Grundy County West Central Illinois Regional Solid Waste Consortium Henry County Will County I Landfill Design, Permitting and Due Diligence I Amoco Chemical Landfill Midway Landfill Belvidere Municipal Landfill No.2 Morris Community Landfill Brickyard Disposal Landfill Newton County Landfill CC Landfill Northwest Cook County Balefill I Clinton Landfill Pheasant Run Landfill Coles County Landfill Prairie Hills Landfill Congress Development Landfill Rhodes Landfill I Countryside Landfill Rochelle Landfill Davis Junction Landfill Rochelle Waste Disposal Five Oaks Landfill Saline County Landfill Greene Valley Landfill Sangamon Valley Landfill I Herrin Municipal Landfill Settlers Hill Landfill H&L Landfill Spoon Ridge Landfill Kankakee Regional Landfill Streator Area Landfill LandComp Corporation Landfill Taylor Ridge Landfill I Land&Lakes 122"d Street Tazewell RDF Landfill Lawrence County Disposal Centre Inc. Various Permit Application Reviews for the City of Chicago Lee County Landfill Department of Environment Livingston Landfill Willow Ranch Landfill I Mallard Lake Landfill Winnetka Landfill Marathon Oil Landfill Woodland II Landfill I 1 Devin A. Moose, P.E., DEE Page 4 ITransfer Station/MRF Design/Permitting City of Batavia Groot Industries MRF/Transfer Station Brooks Transfer Homewood Disposal Transfer Station I Calumet(Liberty)Transfer Loop Transfer Station\64`h Street Carroll Street Transfer Station Loop Transfer Station\Laflin Chicago Disposal Transfer Station City of Metropolis Transfer Station Clearing Disposal Transfer Station Midtown(Hoving)Transfer Station I Cloverleaf Transfer Station Norton Mixed Waste Processing Facility Crown Disposal MRF/Transfer Station Onyx Evanston Transfer Station DuKane Transfer Station Planet Recovery(National) I DuPage Co.Recycling Drop-off Centers Rolling Meadows Transfer Station DuPage Yard Waste Facility Speelman Transfer Station City of Freeport Transfer Station SWANCC Transfer Station#1 Ellis Street Station Transfer Station Wheeling Township Transfer Station I Evanston Material Recovery Center Various Permit Application Reviews for the City of Chicago City of Freeport Transfer Station Department of Environment 1 Hydrogeologic/Geotechnical Investigations Belvidere Municipal Landfill No.2 Lee County Landfill I Brickyard Disposal Landfill Little Calumet Borrow Area Investigation Burr Ridge Park Marathon Oil Landfill CC Landfill New Milford Landfill Chicago Deep Tunnel Project North-South Tollway I Danville Landfill Five Oaks Landfill Northwest Cook County Balefill Rhodes Landfill Herrin Municipal Landfill Saline County Landfill Kankakee Regional Landfill Streator Area Landfill ILandComp Corporation Landfill I Regional Site Location Studies Northern Cook County Kane County DuPage County Will County I Economic and Performance Studies l Brickyard Disposal Pro Forma Northwest Cook County Balefill Business Plan,Private Transfer Station Regional Disposal Project DuPage County Drop-off Centers SWANCC Transfer Station No. 1 Essex Windsor Solid Waste Authority Balefill Feasibility Analysis I Evanston MRF Business Plan West Cook County Solid Waste Agency Groot Industries Transfer Station/MRF Wheeling Township Transfer Station LandComp Corporation Will County Arsenal Site Nord MRF Business Plan I I I IDevin A.Moose, P.E., DEE Page 5 I Contract Negotiation and Procurement Bond County Landfill Siting Review Lawrence Co.Host Community Agreement City of Batavia Host Community Agreement Lawrence Co.Landfill Siting Review I City of Chicago Dept.of Environment Rules and Regulations Lee Co.Landfill Ordinance Livingston Co.Host Community Agreement City of Freeport Contract Procurement Livingston Co.Landfill Siting Review City of Freeport Hauling Lease and Host Agreements Livingston Co.Landfill Ordinance I Coles County Landfill Siting Review Ogle Co.Host Community Agreement DeWitt County Host Community Agreement Ogle Co.Landfill Siting Review Douglas Co.Waste Disposal Agreement Ogle Co.Landfill Ordinance Henry County Host Community Agreement Operating Contract for Wheeling Township I Jackson Co.Host Community Agreement Transfer Station Jackson Co.Landfill Siting Review Richland Co.Host Community Agreement Land Purchase Negotiations for Wheeling West Cook Co.Solid Waste Agency Regional I Township Transfer Station Disposal Project LaSalle Co.Host Community Agreement Will County Landfill Siting Review IExpert Testimony and Public Education BFI Davis Junction Landfill Kankakee Regional Landfill Barrington Composting Facility LandComp Corp.Information Booklet I Belvidere/Boone County Newsletter City of Freeport Lawrence County Disposal Centre Lee County Landfill D&L Landfill Northwest Cook County Balefill Video I DuKane Transfer Station SWANCC Transfer Station No. 1 Ellis Street Station SWANCC Waste Audit Manual Groot Industries Transfer Station Streator Area Landfill Illinois Recycling Association Waste Audit West Cook Co.Regional Disposal Project Brochure I and Source Reduction Manual Wheeling Township Transfer Station Jackson County Landfill Will County Siting Study and Source Reduction Manual Willow Ranch Landfill I Construction Oversight/Material Testing Brickyard Disposal Sherman Hospital I Burr Ridge Office Park St.Charles Road Improvements Highland Green Subdivision St.Luke's Hospital H.J.Thomas Memorial Hospital Swedish Covenant Hospital I Northwest Community Hospital Pinebrook Subdivision Washington Street Improvements Woodland II Landfill Rush,Presbyterian, St.Luke's Hospital York Road Improvements I Brownfield Projects Alcoa Village of Justice I City of Chicago Village of Palatine City of Woodstock Village of Skokie Holsten Development Walsh Development I Village of Broadview Will County I 1 Michael D. Monteith, CPG L.P.G Project Manager Qualifications 111 Mr. Monteith is responsible for developing and managing cost effective environmental strategies for public and private sector clients. His extensive experience includes business development, project initiation, management and completion of; Phase I environmental assessments, geologic/hydrogeologic investigations, geotechnical investigations, storage tank management, drycleaner management, and brownfield redevelopment. Mr. Monteith has been successfully completing Phase I environmental assessments prior to development of the ASTM Standard Practice E1527. Current Phase I ESAs routinely ' exceed the ASTM E1527-00 Standard. Mr. Monteith has successfully moved Leaking Underground Storage Tank(LUST) Sites through Part 731 and Part 732. Mr. Monteith has also managed and successfully closed properties through the Site Remediation Program, Part 740. Mr. Monteith's experience with Part 742 "The Tiered Approach to Corrective Action Objectives" (TACO) has mutually benefited the client and IEPA by utilizing Risk Based Corrective Action(RBCA)practices to cost effectively bring impacted sites to closure. Education MBA,in progress,Keller Graduate School of Management B.S.,Natural Resources Management-Major Emphasis Soil Science,Grand Valley State University Continuing Education Quality Geotechnical Laboratory Testing,University of Missouri-Rolla Drilling,Sampling Well Installation Short Course,STS Consultants,Ltd.,Northbrook,Illinois Landfill Design and Construction Monitoring Short Course,STS Consultants,Ltd.,Northbrook,Illinois Technology Assessment and Development Seminar,Amoco Corporation,Naperville,Illinois Field Techniques Short Course,Association of Engineering Geologists and Northeastern Illinois University- Demonstrator for Geoprobe Sampling Techniques and Field Soil Identification Environmental Chemistry,Graduate Level Environmental Engineering Course Illinois Institute of Technology,Wheaton,Illinois Chemodynamics,Graduate Level Environmental Engineering Course,Illinois Institute of Technology, Wheaton,Illinois Certifications/Licenses ' • Licensed Professional Geologist-State of Illinois-#196-000352 • Certified Professional Geologist-American Institute of Professional Geologists-#10238 • Certified OSHA 1910.120 Hazardous Waste Training and Site Supervisor • Certified IFCI Underground Storage Tank Decommissioning-#5029930-26 Professional Affiliations • Association of Engineering Geologists Professional Experience Total years of related experience: 15 Joined Envirogen in 1999 I I Michael D. Monteith, CPG, L.P.G. Page 2 iKey Experience-Other • Tiered Approach to Corrective Action Objective Applications Multiple Sites, Throughout Illinois - Principal investigator, project manager, and I geologist/hydrogeologist for projects entered into the Leaking Underground Storage Tank (LUST), and Site Remediation Programs (SRP). Since 1997, Part 742 "The Tiered Approach to Corrective Action Objectives" (TACO) Guidance Document has been used to manage and close sites through the LUST Iand SRP programs Palos Hills,Illinois-Principal investigator,and project manager for a White Castle property situated on I a former service station. The client had a contract with another consultant to close the site through the SRP. The IEPA rejected the consultant's request for closure based on a series of deficiencies. The consultant proposed $440,000 in costs to address the deficiencies and close the site. Envirogen was contracted to review the plan and develop a scope of work that would address the deficiencies for less I cost. A work plan was developed and initiated to obtain additional site data. Based on the data collected, Envirogen was able to develop a Remedial Action Completion Report Addendum that included the use of engineered barriers (concrete, asphalt, Highway Authority Agreement), and I institutional controls (onsite groundwater use restriction, construction worker caution) to successfully obtain a No Further Remediation Letter in August 2002. Total cost to successfully close the site was $25,000. IDuQuoin, Illinois - Principal investigator, and project manager for an inactive Coastal Mart service station property. Project activities included the development of groundwater models through the use of I RBCA equations listed in TACO. Prepared and submitted a Corrective Action Completion Report (CACR) demonstrating that groundwater contamination had not migrated off-site. The client obtained a No Further Remediation(NFR)letter in March 1999. I Chicago,Illinois- Program Manager for two ongoing Chicago Department of Environment Brownfield sites that were enrolled into the SRP. Project activities have included preparing the Comprehensive Site Investigation Reports (CSIRs) Remedial Objectives Reports (ROR) and Remedial Action Plans (RAP). I As part of the ROR, generated Tier II ingestion exposure route objectives for PNAs, and groundwater models using the RBCA equations outlined in TACO. Utilized Tier III evaluations in assessing levels of risk for redeveloping the properties into residential housing units. Draft No Further Remediation I (NFR) Letters were obtained on the properties in order to release the funding for development. The properties have since been receiving final NFR Letters as the development has been completed. The last NFR letter is anticipated in December 2002. The overall site has become a success story for the CDOE and is the model for redeveloping brownfields into mixed-income residential properties. IBlue Island, Illinois - Program Manager for drycleaner property enrolled in the Illinois Fabricare Drycleaner Program. Project activities included completing a Phase I ESA and focused site I investigation. Tier II calculations provided in TACO were used to successfully close the site through Risk Based Corrective Action. An NFR letter was obtained in March 2002 I • Municipal Brownfield Redevelopment Programs Program Manager for developing strategies in cleaning up underutilized impacted properties. Develop work plans and costs for incorporation into the Brownfield Grant Program. Secure Grant dollars for the I Municipality to assess the level and extent of soil and groundwater impact. Develop cost effective cleanup approaches and work with the developer in minimizing costs to remediate the property. Enroll the sites into the Site Remediation Program to secure a NFR letter. Secured NFR letters for sites in I Skokie and Palatine. Other Municipalities managing through the Grant and SRP programs include; Crete,Hoopeston,Justice,Palatine(additional properties),and Woodstock. I 1 Michael D. Monteith,CPG, L.P.G. Page 3 I • Phase I Environmental Site Assessments Colorado, Indiana, Illinois, Texas, and Wisconsin - Principal investigator for over 200 Phase I ESAs. Properties have included vacant/idle properties, agricultural properties, commercial buildings, shopping malls, and industrial/manufacturing plants. Activities have included a site reconnaissance, review of historical data, review of city, state, and federal databases and preparation of a final report. Since 1994,all Phase I ESAs have been completed in accordance with ASTM 1527 standards. McGregor, Texas - Principal investigator for a Phase I ESA at an approximately 10 acre parcel located within a former Navel Ordinance Plant. The parcel was part of an overall plan to redevelop the former ordinance facility into an industrial park. The site was the location of a former shell casing manufacturing plant. Adjoining properties were the locations of the bomb making activities and a bunker used to test the bombs. Activities included a site reconnaissance, review of historical data, interviews with navel personnel and preparation of a final report. 1 Chicago,Illinois-Principal investigator for a Phase I ESA on a section of the former Union Stockyards. The properties included former slaughterhouses, blacksmiths, stables, tanneries, fertilizer plants, pharmaceuticals, clothing manufacturers, and rail yards. Activities included a site reconnaissance, review of historical data, review of city, state, and federal databases and preparation of a final report. Emphasis was placed on identifying historical Recognized Environmental Conditions (RECs) in developing a geotechnical/environmental subsurface investigation. Chicago,Illinois-Principal investigator for a Phase I ESA of a former meat processing plant. Activities included a site reconnaissance,review of historical data,review of city,state,and federal databases and preparation of a final report. RECs included; petroleum oil storage tanks, ethylene glycol tanks, an onsite wastewater treatment unit, a smoker floor with suspected creosote contamination, and asbestos containing materials. Emphasis was placed on identifying RECs in developing a scope-of-work to remediate the property prior to redeveloping the property. Chicago, Illinois - Principal investigator for a Phase I ESA of a lithographic printing company. Activities included a site reconnaissance, review of historical data, review of city, state, and federal databases and preparation of a final report. An emphasis was placed on assessing a level of risk associated with the property's CERCLA status. RECs included Volatile Organic Compounds (VOCs), metals and cyanide use. • Phase II Environmental Site Assessment Service Stations, Throughout Illinois - Principal investigator, project manager, and geologist/hydrogeologist for over 150 active and inactive service stations representing 10 major oil companies.The investigations were used to manage and move the service stations through Part 731 and 732 "The Leaking Underground Storage Tank Program". Project activities have included utility clearance, preparation of health and safety plans, drilling soil borings/monitoring well installations, chemical screening of soil samples, soil sample collection and logging, groundwater sampling, surveying, report preparation and submittal, and project control/budget monitoring. Reports completed include; Clean Closure, 20 & 45-Day, Free Product, Site Classification Work Plans with Budgets, Site Classification Completion Reports, Corrective Action Plans, Low Priority Corrective Action Plans, and Corrective Action Completion Reports. Ancillary duties have included coordination with local agencies,and liaison with state regulatory agencies. Geneseo, Illinois - Project manager and geologist/hydrogeologist for an investigation to determine the source of cadmium and chromium contamination in soil and groundwater. A complaint was filed with I 1 Michael D. Monteith, CPG, L.P.G. Page 4 the State Attorney General's office alleging the service station had impacted soil and groundwater on an adjoining property to the south with chromium and cadmium. Activities included drilling/sampling of soil, groundwater sample collection, interviews, historical research, and preparation of a final report. The results of the investigation presented information that other sources of contaminants may have affected the adjoining property. Calumet City, Illinois-Project manager and geologist/hydrogeologist for an investigation to determine the source of petroleum contamination at the client's property. The client was prepared to complete approximately $300,000 in remediation costs at the site and approximately $150,000 operations and maintenance costs. After review of historical sanborn fire insurance maps of the area, an offsite subsurface investigation was completed. Activities included drilling/sampling of soil, groundwater sample collection,interviews, resurveying the onsite monitoring wells and preparation of a final report. Based on the findings of the investigation,it was determined that the source of impact was coming from an adjoining property. Total cost to complete all the tasks was$12,000. Waukegan,Illinois-Geologist/hydrogeologist for an investigation to determine the extent of methylene chloride contamination at a former label making plant. The site was enrolled in the voluntary cleanup program and transferred into the Site Remediation Program(SRP). Project activities included sampling and logging of soil,chemical screening of samples, field testing,surveying and measuring each sample ' location, and QA/QC split laboratory testing. Results of the investigation revealed three sources of impact and not the one catastrophic release originally believed to be the source. Additional activities included using voxel analyst to design 3-D models identifying the three source areas, assisting in generating site-specific cleanup objectives and writing a Remedial Action Plan. New Holstein,Wisconsin-Principal investigator,project manager,and geologist/hydrogeologist for an investigation at an active manufacturing plant. The additional investigation was deemed necessary when review of historical documentation identified three potential RECs. The potential RECs were identified as a storage tank of unknown use, a former dipping tank and a former dye cleaning room. Project activities included sampling and logging of soil, chemical screening of samples,monitoring well installations, groundwater sampling, surveying and measuring each sample location, laboratory analyses, and submitting a final report to the client. The findings confirmed new areas of VOC and metals contamination in soil and groundwater. The client was successful in having an escrow account established by the seller to use in remediating the property. Kalamazoo, Michigan - Geologist/hydrogeologist for an investigation to assess soil and groundwater contamination at a pharmaceutical manufacturing plant. Project activities included sampling and logging of soil, chemical screening of samples,and monitoring well installations. The monitoring wells were installed at depths ranging from 125 to 350 feet below ground surface. Primary contaminants of concern were VOCs. Rantool, Illinois - Project manager responsible for scheduling and implementing an underground storage tank (UST) inventory program at the Chanute Air Force Base. Project activities included coordinating schedules between the Air Force and the subcontractor, and direct the field activities necessary to locate potential leaking USTs. A geoprobe unit was used to install one inch diameter vapor extraction wells next to each of the tanks and release a tracer into the tank. Air samples were collected at each extraction well point and measured with an onsite GC unit to determine if a release has occurred. A total of 20 USTs were inventoried. Volumes ranged from 1,000 to 25,000 gallons and contents were gasoline,jet fuel,diesel fuel,and heating oil. Northeast Indiana - Field team member for a geophysical investigation at a Superfund site. Activities consisted of completing an electromagnetic survey to delineate the extent of heavy metal contamination 1 I I Michael D. Monteith,CPG, L.P.G. Page 5 in the soil. A data logger was used to collect readings at predetermined sampling points and downloaded for interpretation. Chicago, Illinois - Field team member for a geophysical investigation at a former railroad yard. Activities consisted of completing an electromagnetic survey to locate buried tanks and/or drums. A data logger was used to collect readings at predetermined sampling points and downloaded for interpretation. • Storage Tank Management Chicago, Illinois - Principal investigator, project manager, and geologist/hydrogeologist for an UST upgrading program at the Bradshaw Praeger facility. The contaminants-of-concern was stoddard solvents. The upgrading activities were completed in two phases. The first phase consisted of utility clearance, preparation of a health and safety plan, drilling soil borings, chemical screening of soil samples, soil sample collection and logging, and project control/budget monitoring. Project activities for the second phase consisted of contaminated soil and UST removal oversight,new tank installations, ' report preparation and submittal, and project control/budget monitoring. Approximately 1,200 cubic yards of impacted soil, eight 2,000 gallon and six 10,000 gallon USTs were removed. Six 8,000 gallon USTs were installed. The site was closed out in 1993. Chicago, Illinois - Field team member for an inventory and removal program of 43 USTs at a former Valspar facility. Project activities included inventorying tank volumes and remaining contents, UST removal oversight,air monitoring,and chemical screening of soil samples. Former tank contents were a variety of VOCs,sulfuric acid,and linseed oil. Level C PPE was required in the UST removal area due to a historical release of asbestos from a building explosion. Ancillary duties included abandonment oversight of three heating oil USTs, PCB wipe sampling, subcontractor oversight for a sewer clean out, subcontractor oversight for placement of an engineered barrier over two railroad spurs located on the property, and assisting in the preparation of the Remedial Action Plan and Remedial Action Completion Report. The site received an NFR letter in 1997. ' Joliet, Illinois - Project manager for scheduling and overseeing field activities associated with the removal of 11 fuel oil, diesel fuel, and gasoline USTs from various locations at the former Joliet Arsenal Ammunition Plant. Project activities included coordinating schedules between plant personnel and the subcontractor,and direct the field activities necessary to properly remove and dispose of the USTs. I I I I I I I I Mark Z. Waxali, P. E. Project Manager& Design Engineer St. Charles, IL Qualifications Mr. Waxali is responsible for developing and managing cost effective environmental strategies for public and private sector clients. His extensive experience includes business development, management and completion of: Landfill design/remediation, MGP sites, geologic/hydrogeologic investigations, geotechnical investigations, drycleaner management, Brownfield redevelopment. Mr. Waxali serves as a senior project manager and lead design engineer on remediation projects that require a significant engineering focus. Mr. Waxali prepares design documents including construction specifications and drawings. Mr. Waxali also develops cost estimates for closure, post-closure care, construction, and procurement. These projects are typically associated with the following regulatory programs: RCRA, CERCLA Superfund,Illinois LUST,Illinois SRP,DOD Facilities. Education B.S.,Geotechnical Engineering,University of Toronto,Canada Professional Registrations/Certifications • Professional Engineer,Illinois 1 • Engineer-in-Training(EIT),Ontario,Canada • Association of Civil Engineers,Geotechnical Engineering Division,Membership Pending • Illinois Society of Professional Engineers,Member • NationaI Groundwater Association,Member • Wetland Soils and Hydrology presented by Wetlands Training Institute,1990 • OSHA Hazardous Waste Operations and Emergency Response Training 40 Hour Training,Manassas,Virginia, 1992 • Foundation Design presented by University of Wisconsin,Madison,1993 • Radiation Training(10CFR19,10CFR20,and 29CFR1910,96),1995,1997 • Horizontal Wells for Environmental Remediation,University of Wisconsin,Madison 1997 • Implementing Natural Attenuation for sites contaminated with Hydrocarbons or Chlorinated Solvents,University of Wisconsin,Madison 1998 Professional Affiliations • Illinois Society of Professional Engineers • National Groundwater Association Professional Experience Total years of related experience: 16 Joined Envirogen in 2002 Key Experience-Other 1 • Whitside County, Illinois Lead civil engineer and primary author, Mr. Waxali prepared a Corrective Measures Study for remediating ground water contamination at a closed landfill. This study involved identifying and evaluating alternatives associated with the corrective action,and recommending a preferred alternative. Designed a system of horizontal wells to remove leachate from beneath a closed, unlined municipal landfill. Design consisted of drawings and specifications subsequently used to construct the system. I I I Mark Z.Waxali, P.E. Page 2 Responsibilities also included interacting on a monthly basis with the County board to strategize, and present design and pertinent project information to the Public Works Committee and County board. Interaction with Illinois EPA personnel was an integral component of project management responsibilities. • East Central Solid Waste Commission,Minnesota Currently preparing the final deign of an above ground leachate storage tank at this active landfill. This tank will temporarily store leachate from four landfill cells delivered to the tank via a series of pumps and a lift station. The tank will be equipped with heaters and a recirculating pump. The tank will b e located within a reinforced concrete containment area. • Calumet City, Illinois Project manager and lead engineer responsible for a pre-design subsurface investigation to obtain data on the extent of refuse and the geotechnical characteristics of soils underlying the refuse. This data was used in the design of a subsurface vertical barrier (soil-bentonite slurry wall) and a leachate/gas collection and management system. This vertical barrier was designed and constructed to satisfy the requirements of a RCRA Corrective Measures permit issued by the USEPA. A certification report which included record drawings, a narrative discussing the construction activities, and pertinent material testing data was prepared and submitted to the USEPA. ' • New Haven,Michigan Lead engineer associated with review and field installation of a landfill cap, and drainage structures at this active foundry. Prepared record drawings documenting the construction. • Calumet City,Illinois Project manager and on site engineer responsible for decontamination and closure of a former onsite RCRA permitted stabilisation facility. This stabilization facility utilized a variety of additives to stabilize soil materials that had been impacted by heavy metals. Directed and documented the decontamination of this facility and prepared the necessary documents for submittal to the TEPA. A clean closure was subsequently granted by the IEPA. • Fort Wayne,Indiana Lead technical reviewer for the design of a vibrated beam barrier wall. This barrier was installed to ' minimize the potential for the migration of groundwater from outside the property into a groundwater recovery trench constructed on the property. • Oak Park,Illinois Served as the project engineer on site responsible for preparing execution plans for various remediation activities to be performed at this former Manufactured Gas Plant. Interacted on a daily basis with the representatives of the site responsible parties to address engineering issues related to excavation designs, temporary structure installations and relocations, utility improvements, site restoration and overall site logistics. • Bridgort, Connecticut Lead engineer responsible for the design of a material management system to address 100,000 cubic yards of soils impacted with lead and unexploded ordnance (UXO). Key components of the project included process flow analyses,UXO segregation and stabilization of lead impacted soils. Served as the lead Design Engineer and Task Manager responsible for the Design of an automated mechanical system that will remove UXO anomalies from soil impacted with high lead concentrations. Integrated to the design were pilot studies performed during the design process. I I I Mark Z.Waxali, P. E. Page 3 I • Argo, Illinois Client manager responsible for preparing scopes of work, budgets, and schedules for various projects. Activities were typically associated with defining extents of soil impacts caused by spills,etc. preparing approaches to remediating these impacts, waste characterization of excavated soil to establish final disposition,and site restoration. I • North Carolina&Wisconsin Project manager responsible for preparing SPCC Plans for a number of sites containing emergency generators at communication facilities. I • Batavia,Illinois Project manager responsible for overseeing the implementation of a Corrective Action Plan(CAP) . The CAP outlined the procedures and action levels of contaminants of concern associated with the removal Iof abandoned solvent storage tanks and the subsequent soil remediation. Impacted soil was remediated by means of low temperature thermal desorption. Treated soil was used as backfill material during site restoration. A Corrective Action Completion Report documenting the remedial activities was Icompleted and submitted to the IEPA for approval. • Oak Brook, Illinois I Provided technical assistant to legal staff involved with insurance litigation at former landfill sites. Responsibilities included reviewing site and regulatory documents, and interviewing site personnel to prepare chronologies of each site's operating procedures and remediation activities. Other responsibilities included responding to Case Management Order interrogatories, preparing narratives I that summarized site operating procedures and histories, and supporting legal staff for the impending litigation. I • Utica, IL Project manager and lead technical engineer responsible for the subsurface investigation for, and the design of, a vertical barrier (vibrated beam slurry wall). This barrier was constructed to isolate waste I materials, high in pH, minimizing the potential for contaminant migration. This design included the preparation of drawings and specifications that were used by the client to solicit bids for construction. • Ellsworth AFB, Rapid City, South Dakota 1 Lead on-site engineer responsible for preparing a work plan for the excavation and removal of radioactive debris disposed of at a site. Also responsible for overseeing the removal activities, and ensuring that these activities were conducted in conformance with the work plan. The preparation of I the work plan included communication aspects of the operation to the USACE, Ellsworth AFB personnel, South Dakota DNR individuals, and the debris removal contractor. A report documenting the activities performed during the removal act5ivities was prepared for submittal to the USACE at the Icompletion of the removal activities. • West Chicago, Illinois Task Manager responsible for preparing a Preliminary Decommissioning Plan for the decontamination Iof a low-level radioactive site in Northeastern Illinois. Preliminary plan included conceptual material processing activities, the staging and scheduling of contaminant removal and transportation to an off- site disposal facility. The designing of civil engineering components of the site decommissioning,these I include a railcar spur, loading facility,and 3000+ feet of sheet pile retaining walls. Clean-up of the site is currently being conducted to satisfy existing guidelines established by the Nuclear Regulatory Commission and the Illinois Department of Nuclear Safety. I i I Mark Z.Waxali, P.E. Page 4 • Des Plaines, Illinois Lead Engineer for the design of a re-compacted soil barrier wall and a vertical HDPE barrier along the perimeter of a closed landfill. These were designed and constructed to prevent the subsurface migration of landfill gas to adjacent residences. • Orland Park,Illinois Resident engineer responsible for the construction of service facilities for a 100,000 square foot manufacturing/office building. Documented and conducted construction quality assurance services for all aspects of building sub-grade and foundations, floor, pavement, and utilities construction. A portion of the pavement construction impacted an existing pond and wetland area. Erosion control measures were installed during the construction to minimize adverse impacts to an existing wetland. Prepared and submitted a wetland delineation report and a 404 permit application (a required as part of the Clean Water Act)for work subsequently performed within jurisdictional wetlands. • Lemont, Illinois Project Manager responsible for inspecting and repairing process sewer lines at an active chemical refinery. Project was undertaken to identify and repair leaks present within the process lines. Presentations • University of Illinois (Chicago Circle Campus) 2001 - served as a guest lecturer for a graduate level remediation course. Presented topic entitled, Performing a Successful Remediation Project. • Northern Illinois University 2001 -participating in a student union job fair resume workshop. • September 1998 - Presented a technical case study at the American Public Works Association annual meeting. Paper entitled Retrofitting a Closed Landfill to Meet Current Regulatory Requirements (reference to the Whiteside County project). Selected Project Experience Landfill Investigation Remediation Design Amoco Chemical Landfill, Illinois Whiteside County Landfill, Illinois CID Landfill,Illinois Dear Croft Landfill,Indiana Fort Wayne Reduction Site, Indiana Autumn Hills Landfill,Michigan Hartley&Hartley, Michigan New Haven Foundry, Michigan Northwest Cook County Balefill, Illinois Zion Landfill,Illinois Winnetka Landfill, Illinois Lakeland Disposal, Indiana • I Design and Installation of Cap and Containment Systems PQ Corporation,Illinois CID Landfill, Illinois Capri LCC, Illinois Whiteside County Landfill, Illinois Fort Wayne Reduction Site, Indiana Lakeland Disposal, Indiana New Haven Foundry, Michigan I I I I Ryan M. LaDieu, P.E. Project Engineer St. Charles, IL Qualifications As a Project Engineer,Mr. LaDieu is responsible for the assisting,planning and completion of Phase I and Phase II Environmental Site Assessments, Determination of Remedial Objectives and Remedial Actions, and Brownfields Redevelopment Program administration. Mr. LaDieu's background includes design experience in the area of wastewater/water treatment, asbestos project design, and regulatory compliance. Mr. LaDieu's experience also includes leaking underground storage tank (LUST) I management. He investigates and reports about sites in accordance with the requirements of Title 35 Illinois Administrative Code Parts 732,740,and 742. Education M.S.,Environmental Engineering,Illinois Institute of Technology,Chicago,Illinois B.S.,Civil Engineer,Purdue University,West Lafayette,Indiana 1 Professional Licenses/Certifications • Licensed Professional Engineer in the State of Illinois,Wisconsin,Michigan,and Indiana • Illinois Department of Public Health Licensing:Asbestos Project Designer,Asbestos Project Manager, Asbestos Building Inspector,Air Sampling Professional • NIOSH Accreditations: "Asbestos Fiber Counting," "Microscopical Identification of Asbestos" • 40-Hour OSHA Hazardous Materials Training Professional Affiliations • American Society of Civil Engineers • National Society of Professional Engineers Professional Experience Total years of related experience: 8 Joined Envirogen in 2002 1 Key Experience • Phase I Environmental Site Assessments Illinois,Wisconsin,Missouri,Minnesota,Oklahoma,and Colorado-Principal investigator for over 50 Phase I assessments. Properties have included vacant/idle properties, agricultural properties, commercial buildings, shopping malls, residential trailer parks, and abandoned and operating industrial/manufacturing facilities. Activities have included a site reconnaissance, review of historical data,review of city,state, and federal databases, preparation of a final report in accordance with ASTM 1527 standards as well as client-specific specifications. Missouri and Oklahoma - Principal investigator for seven trailer parks spanning two states. Client- "' specific requirements included asbestos and lead inspections for all common areas within the parks. Activities included a site reconnaissance, review of historical data, interviews with park personnel, oversight of lead and asbestos inspections and ensuing lead abatement, and regulatory database reviews. Illinois - Principal investigator for a Phase I assessment at a former railroad and canal off-loading station and lumberyard. The site was located on several environmental databases due to leaking underground storage tanks at the site and contamination due to lumberyard activities. The site was enrolled in the Illinois State Site Remediation Program and was performing remediation at the time of I I Ryan M. LaDieu, P.E. Page 2 the investigation. Activities included site reconnaissance,review of current remedial documentation, review of regulatory databases,and preparation of a final report with recommendations. Wisconsin-Principal investigator for a Phase I assessment of a shopping center. The shopping center was located on the site of a former hospital dating back to the 1930s. The hospital utilized several underground storage tanks for power generation at the facility. Activities included a site reconnaissance, a regulatory record review, interviews with local officials and site representatives, and preparation of a final report with recommendations. • Phase II Environmental Site Assessments Illinois and Wisconsin-Principal investigator and project manager for several Phase II assessments. These investigations were performed due to prior uses of the site that are suspect for contamination and for determination of contamination extents from a known release. Project activities included utility clearance, preparation of health and safety plans, drilling soil borings, monitoring well installations,chemical screening of soil samples,soil and groundwater sample collection and logging, surveying, and report preparation and submittal. Reports completed include 20-day certification,45- day report, Free Product, Low Priority Corrective Action Plans, and Corrective Action Completion Reports. Illinois-Project engineer for a Phase II assessment at a local vocational school. The vocational school operated a waste oil underground storage tank for several years to service the automotive shop. The tank was removed and a release was filed with the Illinois Emergency Management Agency. Contamination from the release was not removed during the tank removal. A subsurface investigation was performed to determine the extents and magnitude of contamination and it was determined that contaminants did not leave the site. The site was closed under the TACO regulations which included the installation of an engineered barrier at the site. Project activities included drilling soil borings, soil sample collection, regulatory coordination, and submittal of a corrective action completion report. Illinois -Project engineer for a Phase II assessment at a drycleaner facility. A confirmed release was identified from a drycleaning unit containing perchloroethylene. The investigation was performed to determine the extents of contamination resulting from the release. Activities included the drilling of soil borings,volatile organic compound screening of soil borings,soil sample collection,data analysis, and reporting. Wisconsin- Project engineer for a Phase II assessment at a former tannery facility. The tannery was operated since the 1940s and disposed of hides and waste on the site. A soil boring and groundwater monitoring well plan was prepared based on the historical records and interviews with employees of waste disposal. Soil borings were drilled throughout the site to determine the extents of contamination. Monitoring wells were also installed to determine if groundwater was impacted by buried waste. The main contaminant of tannery waste is hexavalent chromium. Additional borings were installed in an area identified as containing a heating oil underground storage tank. Activities included historical research, employee interviews, soil boring, monitoring well installation, soil and groundwater sample collection,and reporting. • Storage Tank Management Illinois - Project manager and project engineer for several underground storage tank removals and upgrades. Activities included project oversight, project coordination, regulatory liaison, soil remediation,and report preparation. Illinois-Project engineer for the upgrading of a 10,000 gallon gasoline underground storage tank at a I I Ryan M. LaDieu, P.E. Page 3 municipality. The project included the design of a new dispensing unit and upgrading the existing tank. The product lines were replaced and overfill and spill protection were installed at the site. Also, the cathodic protection servicing the tank was tested to determine if it complied with the required specifications. The island above the tank was redesigned to increase access to the dispenser unit. Due to the importance of gasoline utilization at the facility, a strict schedule had to be met to assure continue facility operation. Activities included upgrade equipment specifications, design of 1 dispenser island, coordination with regulatory and municipality personnel, contractor coordination, and final reporting. Illinois-Project engineer for the removal of three 10,000 gallon petroleum underground storage tanks from three schools within a suburban school district. This project required that the tanks be removed during the school year due to confirmed releases at each of the schools. The tanks were abandoned in place, therefore, requiring the removal of several cubic yards of contaminated sand from the interior of the tanks prior to removal. The tanks were removed and further excavation was required due to contamination within the soil. Approximately a combined total of 300 cubic yards of contaminated soil was removed from the site. Prior to removal off-site, the soil was screened to determine an approximate quantity of soil to be removed. The sites were entered and closed under the Illinois LUST program. Activities included utility clearance, contractor coordination, on-site management, soil disposal determination,soil removal,regulatory coordination,and regulatory reporting. • Drycleaner Investigations Illinois - Project engineer for several drycleaner investigations participating in the Drycleaner Environmental Response Trust Fund of Illinois. Drycleaners participating in this state-regulated 1 program are reimbursed for investigation of potential contamination associated with drycleaning activities at the site. A Phase I environmental site assessment is required to determine the history of the site and any recognized environmental conditions associated with the previous and current uses of the site. A Phase II investigation plan is then prepared and performed to determine the existence and extents of drycleaner associated contaminants in the site's subsurface. Based on the results of this investigation, sites may be closed by risk-based closure or may require active remediation. These sites are entering in the IEPA's Site Remediation Program with the intent of receiving a Focused No Further Remediation letter for the site. • Brownfields Redevelopment Program Illinois — Project engineer involved in the development of an investigation plan for an abandoned cement distribution factory. The plan includes an initial Phase I environmental site assessment to identify potential recognized environmental conditions at the site. The Phase II investigation stage addresses these conditions to I determine the presence and extents of contaminant impact. This on-going project has been designed to assist the City in the redevelopment of river front property within the downtown area. Other Experience • Wastewater/Water Treatment Experience Illinois and Mexico -Project engineer involved with the design and evaluation of wastewater/water treatment systems. Activities included equipment specification, client correspondence, design of system components, system testing, and system evaluation. Projects include the installation of a 150 gpm system for a picture-tube manufacturing plant in Mexico. Assisted in design of system components, managed installation of components at the facility, troubleshooting for equipment 1 malfunctions, and monitored for system performance. Projects also include the evaluation of a 100 gpm biological treatment system at a polystyrene production plant. Performed an evaluation of treatment performance across the system and on a system component basis. Activities for this project included sampling of wastewater at several locations throughout the system,flowrate determinations, analytical data analysis,and final reporting with recommendation for performance enhancement. I I I Ryan M. LaDieu, P.E. Page 4 111 • Asbestos Related Experience Illinois - Project designer, project manager, building inspector, air sampling professional for several asbestos projects throughout the Greater Chicagoland area. Projects include K-12 public and private schools, public and commercial buildings, and industrial/manufacturing facilities. As an asbestos project designer,Mr. LaDieu has been involved with several public and commercial facilities as well as schools designing asbestos abatement projects. As a project manager and air sampling professional, Mr. LaDieu has effectively managed several school abatement projects ranging in size from 20 square feet to 25,000 square feet. As an asbestos building inspector, Mr. LaDieu has inspected a variety of buildings including elementary schools, high schools, and commercial buildings. 11I I I I I I I I I I I I IJeffrey J. Cademartori, P.G. Senior Project Manager St. Charles, IL I Qualifications Mr. Cademartori has extensive experience in environmental consulting, geologic investigations, and project I management. His background includes Phase I and Phase II environmental assessments, Phase III Environmental Risk Assessments, groundwater investigations, site inspections, and storage tank management. Mr. Cademartori has extensive knowledge of important environmental and health I regulations such as Illinois Environmental Protection Act, Illinois Administration Codes/Title 35, TACO, RBCA, RCRA, CERCLA, EPCRA, UST/LUST regulations, CWA, TSCA, NPDES, NESHAPs, OSHA and other regulations. As Project Manager, he is responsible for project management, tracking, reporting, I scheduling and client liaison/business development activities. He also develops cost-effective investigative strategies for bringing projects to closure. Education B.S.,Geology,Western Illinois University,1989 Professional Registrations/Certifications • State of Illinois Licensed Professional Geologist;License#196-000133 • OSHA 8-hour Hazardous Waste Site Supervisor Certification • OSHA 40-hour Hazardous Waste Site Worker Certification I • National Institute of Occupational Safety&Health/Microscopy#582 • Illinois Department of Public Health/Asbestos Building Inspector, • Asbestos Project Manager,and Air Sampling Professional#100-2696 I • Troxler Nuclear Testing Equipment/Radiation Safety Certification • Institute of Business Law/Environmental Management Certification Professional Affiliations I • American Institute of Professional Geologists/Illinois Chapter Member • International Association of Environmental Hydrogeologists I Professional Experience Total years of related experience: 13 Joined Envirogen in 2001 IKey Experience • Dry Cleaners Properties,Illinois Program Manager for several drycleaner properties enrolled in the Illinois Fabricare Drycleaner I Program. Project activities include preparing the Focused Site Investigation Reports (FSIRs) Remedial Objectives Reports (RORs), and Remedial Action Plans (RAPs). Two properties are currently proposed using Risk Based Closure through the use of Tier 2 analysis, use of engineered barriers and institutional Icontrols as outlined in TACO. • Village of Skokie,Illinois 1 Project Manager for a Brownfields Re-Development Grant Program site. This site was historically utilised as a municipal trash incinerator. Site contaminants included Poly-Nuclear Aromatics (PNAs) and Heavy Metals.Project activities include preparing,environmental site investigation reports for soil and groundwater contamination assessments, cost estimation, bid plan/specification preparation, and I remedial action oversight, and preparation of the Remedial Action Completion Report (RACR) under the Illinois Environmental Protection Agency(IEPA),Site Remediation Program(SRP). I I I Jeffrey J.Cademartori, P.G. Page 2 I ' • City of Broadview, Illinois Project Manager for a Brownfields Re-Development Grant Program site. This site was historically utilized as a fuel service station containing several Underground Storage Tanks (USTs), and was entered into the Illinois SRP. Project activities include site demolition and remedial construction oversight, preparation of Phase I and II Environmental Site Assessments, Comprehensive Site Investigation Reports (CSIRs), multiple UST removals and project management, Remedial Objectives Reports (RORs),and Remedial Action Plans (RAPs). • Allied Waste, Illinois Project Manager for multiple Leaking Underground Storage Tank(LUST)sites.Project activities include site remedial action oversight, site soil and groundwater investigations, Site Classification Work Plans (SCWPs), and Corrective Action Completion Reports (CACRs). Work performed under the Illinois EPAs LUST Program regulations in accordance with Title XVI of the Illinois Environmental Protection Act,and the Illinois Office of the State Fire Marshal's UST regulations. Key Experience—Other • Illinois Department of Natural Resources Projects Principle investigator for two Illinois Department of Natural Resources (IDNR)projects;both projects involved comprehensive Phase I ESAs and one project included a limited Phase II ESA. The first project involved the environmental analysis of the proposed SWANCC bale-fill property, for a potential State land acquisition. The second project involved a 13 mile tract of former railroad right- of-way property for a proposed rails-to-trails project known as the Wauponsee Glacial Trail. The proposed rails-to-trails development would connect the Illinois Grand Trail to the Midewin Prairie Nature Preserve, (former Joliet Arsenal) in Joliet, Illinois. Existing environmental conditions and feasibility for the proposed trail development were assessed through Phase II investigations along the project corridor and in a former rail yard. Preliminary engineering cost estimates for environmental cleanup activities were also completed. of • UniversityChicago,Illinois Principle Investigator for an alternative remediation technology feasibility study project for the University of Chicago. Alternative Remediation Technologies were evaluated through site pilot testing of soil vapor extraction, air-sparging and enhanced biodegradation methods. Also provided environmental consulting services, including field inspection, sampling and analysis for various building demolition and re-development project on the Hyde Park,Illinois campus. • Schaumburg Township District Library,Hoffman Estates,Illinois Project Manager for a planned demolition and site re-development for a new library facility. Services included the performance of a Phase I ESA. Based upon the ESA results, additional Phase II ESA services were performed including subsurface soil investigations,geo-physical/magnetometer survey to identify potential USTs,asbestos and PCB inspections and sampling. Additional services included asbestos,PCBs,and mercury containing lamp abatement design and management,LUST removal bid plan/specification preparation,remedial contractor oversight,and site closure under the Illinois SRP. Following the submittal of the Focused Remedial Action Completion Report (FRACR), the site successfully received a No Further Remediation(NFR)letter. • State Toll Highway Authority, Illinois Project Manager for the environmental decommissioning of the former Illinois State Toll Highway Authority (ISTHA) administrative building and property in Oak Brook,Illinois. The project involved the inspections and sampling of various building materials for asbestos, lead-based paint, and other I I Jeffrey J. Cademartori, P.G. Page 3 hazardous materials,subsurface soil and groundwater investigations related to multiple UST/LUSTs, bid plan/specification preparation for site abatement and remedial activities, project management, remedial contractor oversight, and IEPA reporting for the sites remedial activities and closure. The remedial activities and site closure accomplishments allowed for the successful site redevelopment as a multi-use shopping center facility. Project manager for environmental engineering and consulting services at 23 ISTHA UST sites. Services included the construction oversight of planned UST system upgrades, removals, contaminated soil remediation,soil and groundwater investigations, monitoring, and preparation of IEPA 20-day report,45-day reports,site investigation reports,corrective action work plans,corrective action completion reports and LUST Fund reimbursement claims. Performed numerous Phase I Environmental Site Assessments in Illinois, Indiana, Wisconsin and Texas, Phase II Environmental Site Investigations, and Phase III Environmental Risk Assessments. Extensive use of IEPAs Tiered Approach to Cleanup Objectives (TACO) guidelines (Tier 1, 2 and 3 ' evaluations). Provided project management on environmental site investigations, groundwater investigations and 1 remedial construction oversight projects. Illinois Site Remediation Program(SRP) and LUST projects, and Indiana and Wisconsin LUST projects. Provided out-source council to a large commercial real estate corporation regarding forensic and legal reviews of environmental reports and conditions relating to environmental liabilities;Provided expert witness testimony for environmental regulatory issues. Provided environmental consulting and engineering firm, corporate management, client interaction for private/governmental projects, new business development for environmental services, billing, technical proposal preparation,etc. Prepared numerous Leaking Underground Storage Tank (LUST) site soil/groundwater investigation reports, corrective action reports, remediation construction plans and specifications, and State LUST Fund applications/claims for reimbursement. Assisted in the design of two UST refueling systems for two county agencies. Obtained IEPA Division of Air Pollution Control Joint Construction/Operation Air Permits, National Pollutant Discharge Elimination System(NPDES)water discharge permits. Performed safety compliance audits under SARA Title III regulations; asbestos inspection, project management and air sampling under NESHAPS, AHERA, and IDPH rules and regulations; performed industrial hygiene air sampling and indoor air quality testing under OSHA's occupational exposure guidelines. Participated as a guest speaker on Environmental Risk Transfer issues for a nationally recognized insurance firm. Collected and tested geo-technical soil samples in the field, performed footing inspections, as well as the writing of geo-technical reports. Received training and certification to operate Troxler Nuclear Testing Equipment for the determination of soil densities and moisture content. i 1 1 1 tDaniel J. Drommerhausen, P.G. Senior Project Manager St. Charles, IL Qualifications As a Senior Project Manager and Hydrogeologist, Mr. Drommerhausen has ten years of experience in the ' performance and technical management of Solid Waste Assessments, Contamination Assessments, Site Investigations,RCRA/CERCLA Site Investigations,Remedial Investigations/Feasibility Studies (RI/FSs), Initial Remedial Actions (IRAs), and Remedial Design/Remedial Action (RD/RA) implementation at petroleum and hazardous materials/waste sites. Specialization includes analytical and field data evaluation/management, slug testing and hydraulic conductivity analyses, physical/chemical hydrogeology,project QA/QC,remedial design and groundwater modeling. ' Education M.S.,Hydrogeology(groundwater modeling),University of Georgia Masters Thesis: The Use of Electromagnetic Conductivity and Installation of Monitor Wells to Evaluate Nitrate Plumes at Dairy Farms. B.A.,Geology,Augustana College Publications Drommerhausen, D.J., D.E. Radcliffe, D.E. Brune, and H.D. Gunter. 1995. Electromagnetic Conductivity Surveys of Dairies for Groundwater Nitrate.J. Environ.Qual.24:1083-1091. Drommerhausen, D.J., D.E. Radcliffe, D.E. Brune, and H.D. Gunter. April 1994. Assessing Dairy Lagoon Seepage using Ground Electromagnetic Conductivity. Environ. Resources Center, Georgia Institute of Technology,Technical Report ERC 01-94. Radcliffe, D.E., D.E. Brune, D.J. Drommerhausen, and H.D. Gunter. Dairy Loafing Areas as Sources of Nitrate in Wells. Proceedings of the Second Conference on Environmentally Sound Agriculture, Orlando, Florida,Apri11994,p.307-313. Continuing Education • Environmental Drilling and Field Investigations Course,NGWA,Tampa,Florida • U.S.EPA Contractor Standard Operating Procedures and Overview Workshop,U.S.EPA,Athens, Georgia • Expedited Site Assessment Tools,The Environmental Institute,Atlanta,Georgia • Monitored Natural Attenuation for Groundwater Seminar,U.S.EPA,Atlanta,Georgia Professional Registrations/Certification • Professional Geologist in the State of Illinois • Professional Geologist in the State of Indiana • Professional Geologist in the State of Georgia • OSHA 40-Hour Health and Safety Training • Site Health and Safety Coordinator,1995 Professional Experience Total years of related experience: 10 Joined Envirogen in 2000 1 I r Daniel J. Drommerhausen Page 2 Key Experience • CC Landfill, Inc. Hydrogeologist responsible for the technical assessment of the hydrogeologic investigation, groundwater impact assessment,and groundwater monitoring report. • Northwest Cook County Balefill Hydrogeologist responsible for the review of cross sections,isopach and potentiometric surface maps, and packer and slug test data. ' • Lee County Landfill Hydrogeologist responsible for the development of a groundwater impact assessment model to meet revised design requirements at the facility. • Lake County C/D Landfill Hydrogeologist responsible for the review of the hydrogeologic investigation. ' • Streator Area Landfill, Inc. Hydrogeologist responsible for the development of cross sections,isopach and potentiometric surface maps, and groundwater impact assessment model and technical assessment of packer and slug test data for the site. • Livingston County Landfill Hydrogeologist responsible for the hydrogeologic report and review of the groundwater impact ' assessment. • Kankakee Regional Landfill,Inc. Hydrogeologist responsible for the development of cross sections, isopach and potentiometric surface ' maps, and groundwater impact assessment model and technical assessment of packer and slug test data for the site. ' • City of Rochelle Hydrogeologist responsible for the technical assessment of the hydrogeologic investigation and groundwater impact assessment for the expansion of the Rochelle Municipal Landfill No.2. • Clinton Landfill Hydrogeologist responsible for the technical assessment of the hydrogeologic investigation and groundwater impact assessment for the expansion of the Clinton Landfill. • Planet Recovery Systems Assisted in the preparation of modifications to the design and operating plan at the existing solid waste transfer station. ' • Will County Land Use Department-Waste Services Division Responsible for reviewing various IEPA permit applications that propose initial confidence limits, AGQS and MAPC values and changes to groundwater and leachate monitoring plans. Review these ' applications for compliance with regulations and statistical methods. • Clinch County Landfill, Georgia Project Manager and Hydrogeologist responsible for coordinating site assessment activities. Evaluated the extent of contamination at the site through the use of groundwater modeling software (MODFLOW,MODPATH, and MT3D). Wrote and produced the Assessment of Corrective Measures Report for the site. Coordinated and executed meetings with the County, informing them of site conditions and possible solutions for the problems at the site. Worked with the State Regulatory Agency on developing a Corrective Action Plan for the landfill. i I Daniel J. Drommerhausen Page 3 • Dawson County Landfill, Georgia Project Manager and Hydrogeologist responsible for coordinating site assessment activities. Evaluated the extent of contamination at the site through the use of groundwater modeling software (MODFLOW, MODPATH,and MT3D). Wrote and produced the Assessment of Corrective Measures Report for the site. Coordinated and executed meetings with the County, informing them of site conditions and possible solutions for the problems at the site. Worked with the State Regulatory Agency on developing a Corrective Action Plan for the landfill. • Elbert County Landfill, Georgia Project Manager and Hydrogeologist responsible for coordinating site assessment activities. Evaluated the extent of contamination at the site through the use of groundwater modeling software (MODFLOW,MODPATH, and MT3D). Wrote and produced the Assessment of Corrective Measures Report for the site. Coordinated and executed meetings with the County, informing them of site conditions and possible solutions for the problems at the site. Worked with the State Regulatory Agency on developing a Corrective Action Plan for the landfill. ' • Haralson County Landfill, Georgia Project Manager and Hydrogeologist responsible for coordinating site assessment activities. ' Evaluated the extent of contamination at the site. Wrote and produced the Assessment of Corrective Measures Report for the site. Coordinated and executed meetings with the County and the public, informing them of site conditions and possible solutions for the problems at the site. Worked with the State Regulatory Agency on developing a Corrective Action Plan for the landfill. • Jackson County Landfill, Georgia Project Manager and Hydrogeologist responsible for coordinating site assessment activities. Evaluated the extent of contamination at the site through the use of groundwater modeling software (MODFLOW,MODPATH,and MT3D). Wrote and produced the Assessment of Corrective Measures Report for the site. Coordinated and executed meetings with the County, informing them of site conditions and possible solutions for the problems at the site. Worked with the State Regulatory Agency on developing a Corrective Action Plan for the landfill. • Jefferson County Landfill, Georgia Project Manager and Hydrogeologist responsible for coordinating site assessment activities. Evaluated the extent of contamination at the site through the use of groundwater modeling software (MODFLOW,MODPATH,and MT3D). Wrote and produced the Assessment of Corrective Measures Report for the site. Coordinated and executed meetings with the County, informing them of site conditions and possible solutions for the problems at the site. Worked with the State Regulatory Agency on developing a Corrective Action Plan for the landfill. • Lumpkin County Landfill, Georgia Project Manager and Hydrogeologist responsible for coordinating site assessment activities. Evaluated the extent of contamination at the site through the use of groundwater modeling software (MODFLOW,MODPATH,and MT3D). Wrote and produced the Assessment of Corrective Measures Report for the site. Coordinated and executed meetings with the County, informing them of site conditions and possible solutions for the problems at the site. Worked with the State Regulatory Agency on developing a Corrective Action Plan for the landfill. I I 1 Daniel J. Drommerhausen Page 4 111 • McIntosh County Landfill, Georgia Project Manager and Hydrogeologist responsible for coordinating site assessment activities. Evaluated the extent of contamination at the site through the use of groundwater modeling software (MODFLOW, MODPATH, and MT3D). Wrote and produced the Assessment of Corrective Measures Report for the site. Coordinated and executed meetings with the County, and the public, informing them of site conditions and possible solutions for the problems at the site. Worked with the State Regulatory Agency on developing a Corrective Action Plan for the landfill. • Murray County Landfill, Georgia Project Manager and Hydrogeologist responsible for coordinating site assessment activities. Evaluated the extent of contamination at the site. Wrote and produced the Assessment of Corrective Measures Report for the site. Coordinated and executed meetings with the County, and the public, informing them of site conditions and possible solutions for the problems at the site. Worked with the State Regulatory Agency on developing a Corrective Action Plan for the landfill. ' • Newton County Landfill, Georgia Project Manager and Hydrogeologist responsible for coordinating site assessment activities. ' Evaluated the extent of contamination at the site through the use of groundwater modeling software (MODFLOW,MODPATH, and MT3D). Wrote and produced the Assessment of Corrective Measures Report for the site. Coordinated and executed meetings with the County, informing them of site conditions and possible solutions for the problems at the site. Worked with the State Regulatory Agency on developing a Corrective Action Plan for the landfill. Key Experience-Other • Project Manager > Responsible for the coordination and execution of wastewater sampling at the Plano Molding Sandwich,Plano,and Mendota facilities. D Accountable for the coordination and execution of sampling events, analytical and field data evaluation/management,and technical reports at the CITGO Lemont Refinery. > Responsible for the coordination and execution of sampling events, analytical and field data evaluation/management, and technical reports at the SWANCC Glenview Stockpile Site. ' Executed meetings with the Village of Glenview and other responsible parties,informing them of site conditions and possible solutions for the problems at the site. • Hydrogeologist/Site Manager > Executed the assessment of seven sites at Charleston Air Force Base, Charleston, SC, which included the following: installation of 80 Geoprobe borings and 30 monitor wells, preparation of ' drilling logs, Site Investigation/Closure Reports and Contamination Assessment Reports. All of the sites involved the implementation of UST and RBCA guidelines. Also worked on developing the FSAP,HASP,and the QAPP. D Accountable for the coordination and execution of site events, analytical and field data evaluation/management, technical reports and interceptor trench system evaluation at the Cabot/Koppers Superfund Site in Gainesville,FL. I I Daniel J. Drommerhausen Page 5 ➢ Managed and executed the site assessment activities at the Tower Chemical Superfund Site in Orlando, FL. Worked with personnel from the Environmental Protection Agency on site and in IAtlanta,GA. ➢ Executed the assessment of the fire training area, four UST locations, the northern landfill, and I the jet fuel pump house locations on the flight line at Barksdale Air Force Base, LA, which included the following: installation of Geoprobe borings and monitor wells, preparation of drilling logs,slug testing and sampling of the wells,and site assessment reports. - I > Performed the installation of Geoprobe borings and monitor wells and coordinated monitor well sampling activities at the Milliken Plant in Inman,SC. > Coordinated well sampling activities at the 3M Plant in Decatur,AL. > Performed oriented coring and installation of monitoring wells and well sampling activities at the I3M Plant in Laurens,SC. > Executed the installation of Geoprobe borings and monitor wells and coordinated monitor well sampling activities at the GM Plant in Doraville,GA. > Accountable for the installation of monitor wells and coordinated monitor well sampling activities at the Lockheed Martin Plant in Marietta,GA. I > Conducted an extensive soil investigation at the B.F. Goodrich Plant in Gastonia. NC. Also worked on developing the FSAP,HASP,and the QAPP. I > Performed the installation of monitor wells and coordinated monitor well sampling activities at the AT&T truck maintenance shop in Decatur,GA. I > Assisted in a quick response site investigation to a train derailment, which involved a 20,000 gallon CS2 spill in Sweetwater, TN. Worked closely with Norfolk Southern to determine the extent of the spill and its impact on the local environment. ID Executed slug testing and well sampling activities at the Dalton-Whitfield Landfill in Dalton,GA. I > Coordinated well sampling and methane monitoring activities at the Truetlen-Wheeler Landfill in Vidalia,GA. > Managed and helped in the installation of an air sparging/vapor extraction system at the Haven Manufacturing Facility in Brunswick,GA. > Performed the installation of monitor wells and coordinated monitor well sampling activities at Ithe Uniform Tubes Facility in Miami,FL. ➢ Conducted a soil investigation at the Coca-Cola Plant in Leesburg,FL. > Developed the FSAP,HASP,and the QAPP for the Reasor Chemical Superfund Site in Cape fear, NC. r I 1 I Daniel J. Drommerhausen Page 6 ➢ Assisted in the treatment of contaminated water at the North Belmont Superfund Site in North Belmont,NC. i ➢ Executed a hydrogeologic investigation at the Gun Club Landfill in Atlanta,GA. ➢ Performed sludge sampling at the National Southwire Site in Owensboro,KY. ➢ Conducted oversight on a soil investigation at the FCX Superfund Site in Statesville,NC. ➢ Conducted oversight on monitoring well installation and groundwater sampling activities at the Woolfolk Chemical Superfund Site in Fort Valley,GA. ' ➢ Conducted extensive oversight on monitoring well installation and groundwater sampling activities at the Shuron Chemical Superfund Site in Barnwell,SC. I 1 I I I 1 I I I Brian S. Mihelich Environmental Scientist St. Charles, IL Qualifications As an Environmental Scientist, Mr. Mihelich has experience in the completion of Phase I and Phase II Assessments, Site Assessments, Determination of Remedial Objectives and Remedial Actions. Other ' experience includes managing the office's Illinois Brownfields Redevelopment Grant ProgramGeophysical Investigations, application of Geographic Information Systems (GIS), Global Positioning Systems(GPS)and Aerial Photography. Specialization includes field acquisition and analysis of surficial water, groundwater, and soil data. His experience also includes investigations and reporting for sites in accordance with the requirements of Title 35 Illinois Administrative Code Parts 732, 740, and 742. Mr.Mihelich is also the safety&health coordinator for the St.Charles Office. ' Education MS,Environmental Science,Indiana University Concentrations: Hazardous Materials Management,Environmental Chemistry 1 BS,Environmental Sciences,Chemistry Earth Sciences,Summa Cum Laude,University of Wisconsin at Green Bay ' Professional Registrations/Certifications • 40 hour HAZWOPER Certified • Three Rivers Safety Center Safety Orientation and Refinery Site Specific Trained I . The Nielsen Environmental Field School Complete Ground-Water Monitoring Field Course Professional Experience Total years of related experience: 5 1 Joined Envirogen in 2001 Key Experience—Brownfields Redevelopment Projects ' • Village of Palatine Responsible for Brownfields Redevelopment Grant Program oversight for property redevelopment through the Illinois Environmental Protection Agency (IEPA) Bureau of Land. Activities include the preparation and submittal of quarterly reports, amendments, and reimbursement requests for the Village. Additionally completed the installation of monitoring wells and collection of groundwater samples. ' • Village of Skokie Responsible for Brownfields Redevelopment Grant Program oversight for redevelopment at former incinerator through the IEPA Bureau of Land. Activities include the preparation and submittal of quarterly reports,amendments,and reimbursement requests for the Village. Additionally,completed the installation of monitoring wells and collection of groundwater samples. ' • Village of Justice Responsible for Brownfields Redevelopment Grant Program oversight for property redevelopment through the IEPA Bureau of Land. Activities include the preparation and submittal of quarterly reports,amendments,and reimbursements. 1 • Village of Broadview I I Brian S. Mihelich, Environmental Scientist Page 2 Responsible for the preparation and submittal of Brownfields Redevelopment Grant Program application for former retail petroleum service station. Responsible for Brownfields Redevelopment Grant Program oversight for property redevelopment through the IEPA Bureau of Land. Activities include the preparation and submittal of quarterly reports, amendments, and reimbursement requests for the Village. IAdditionally,completed oversight of demolition activities at the property. Completed UST closure by removal and subsequent Phase I& I II investigation. Responsible for the preparation and submittal of a Federal Brownfields Assessment Grant,Revolving Loan Fund,and Cleanup Grant applications for numerous sites within the Village. • Village of Crete I Responsible for the preparation and submittal of Brownfields Redevelopment Grant Program application for former wastewater treatment facility. Responsible for Brownfields Redevelopment Grant Program oversight for property redevelopment through the IEPA Bureau of Land. Activities I include the preparation and submittal of quarterly reports,amendments,and reimbursement requests for the Village. Completed a Phase II investigation and Comprehensive Site Investigation Report (CSIR). I • City of Woodstock Responsible for the preparation and submittal of Brownfields Redevelopment Grant Program application for the former Woodstock Sportsmen's Club.Responsible for Brownfields Redevelopment Grant Program oversight for property redevelopment through the TEPA Bureau of Land. Activities include the preparation and submittal of quarterly reports,amendments,and reimbursement requests for the Village. Completed a Phase I investigation. Scheduled to complete a Phase II investigation. I • City of Mendota Responsible for the preparation and submittal of Brownfields Redevelopment Grant Program I application for three sites within the City. Responsible for Brownfields Redevelopment Grant Program oversight for property redevelopment through the IEPA Bureau of Land. Activities include the preparation and submittal of quarterly reports,amendments,and reimbursement requests for the I Village.Scheduled to complete Phase I and Phase II investigations at all three sites. • Alcoa/Groot Involved with assessment activities at Former Aluminum Extrusions facility on 29-acre parcel scheduled Ifor redevelopment as a recycling center. Key Experience—Dry Cleaner Projects I • Burling Cleaners Involved in the Phase II investigation at an active plant on premises dry cleaner. Activities completed in conjunction with the requirements of the Illinois Dry Cleaner Trust Fund. I • Shamrock Cleaners Involved in the Phase II investigation at an active plant on premises dry cleaner. Activities completed in conjunction with the requirements of the Illinois Dry Cleaner Trust Fund. I • Plaza Cleaners Involved in the Phase II investigation at an active plant on premises dry cleaner. Activities completed in Iconjunction with the requirements of the Illinois Dry Cleaner Trust Fund. 1 I Brian S. Mihelich, Environmental Scientist Page 3 • Yorktown Cleaners IInvolved in the Phase I&II investigation at an active plant-on-premise dry cleaner. Activities completed in conjunction with the requirements of the Illinois Dry Cleaner Trust Fund. • Perruso Cleaners Involved in the Phase I&II investigation at an active plant-on-premise dry cleaner. Activities completed in conjunction with the requirements of the Illinois Dry Cleaner Trust Fund. I • Burchard's Clothes Care Cleaners I Involved in the Phase I&II investigation at an active plant-on-premise dry cleaner. Activities completed in conjunction with the requirements of the Illinois Dry Cleaner Trust Fund. • P&j Cleaners 1 Involved in the Phase I&II investigation at an active plant-on-premise dry cleaner. Activities completed in conjunction with the requirements of the Illinois Dry Cleaner Trust Fund. • Modern Way Cleaners Involved in the Phase I&II investigation at an active plant-on-premise dry cleaner. Activities completed in conjunction with the requirements of the Illinois Dry Cleaner Trust Fund. I • Ellis Cleaners Involved in the Phase I&II investigation at an active plant-on-premise dry cleaner. Activities completed in conjunction with the requirements of the Illinois Dry Cleaner Trust Fund. 111 • One-Hour Cleaners Involved in the Phase I&II investigation at an active plant-on-premise dry cleaner. Activities completed Iin conjunction with the requirements of the Illinois Dry Cleaner Trust Fund. Key Experience— Phase I Reporting I • City of Chicago-13 N. Laramie Completed site investigation and Phase I Report. • City of Chicago-4835 N. Central ICompleted site investigation and Phase I Report. • City of Chicago -114th St., 118th St. &Avenue F ICompleted site investigation and Phase I Report. • The Drew Group,Inc. Completed site investigation and Phase I Report. I • Prices-Less Foods Completed site investigation and Phase I Report. rKey Experience—Other • Indiana University School of Public&Environmental Affairs-Bedford, IN I Site Technician(subcontracted through Indiana University) Manage and maintain an EPA experimental treatability site involving bioremediation of contaminated soils. Conduct weekly soil sampling to monitor conditions and progress of remediation techniques. 1 Responsible for preparation and submittal of sampling reports to both private consultant and EPA. i III Brian S. Mihelich, Environmental Scientist Page 4 • Private Health&Safety Consultant-Batavia, IL Environmental Health Intern I Developed computer-based (PowerPoint) employee training programs for OSHA safety and health topics compliant with OSHA General Industry Guidelines. Helped conduct effective onsite worker training of OSHA standards. Assisted in project management of a Phase III remediation project involving the removal of contaminated soils. Independently completed industrial hygiene surveys for Ivarious clients of consultant. • U.S. Department of Labor-Occupational Safety&Health Administration-Des Plaines, IL IIndustrial Hygienist Conducted 70 independent safety & health inspections of manufacturing and construction firms to I identify and evaluate hazardous industrial work operations and conditions regulated under the OSHA Act. Initiated compliance activities to eliminate safety and health violations. Developed recommendations for eliminating and controlling workplace hazards. Provided formal and informal occupational safety and health training to facility managers,hourly employees,and public. I • Solid Waste Industry 1 Industrial Hygiene Intern Conducted safety & health inspections at solid waste facilities including hauling facilities, transfer stations,and landfills. Helped conduct effective onsite worker training of OSHA standards. I I IRef:T:\Marketing\Resumes-ILlmihelich.2001.doc I I I I I I I L Eric D. Brumbaugh Geologist St. Charles, IL Qualifications As a Project Geologist, Mr. Brumbaugh is responsible for the assisting, planning and completion of Phase I and Phase II Environmental Site Assessments, and the determination of Remedial Objectives and Remedial Actions. Mr. Brumbaugh is very experienced in both regulatory compliance driven consulting and property transaction driven consulting. Because of his vast experience in resolving a wide range of environmental issues for a full spectrum of ' clientele, Mr. Brumbaugh specializes in making complex technical and regulatory issues readily understandable to both clients and affected third parties. Mr. Brumbaugh's regulatory background includes Leaking Underground Storage Tank, Site Remediation Program and Dry Cleaner Trust Fund management. He investigates and reports about sites in accordance with the requirements of Title 35 Illinois Administrative Code Parts 732, 740, and 742. I Education B.S.,Geology, Western Illinois University,Macomb, IL 1 Professional Licenses/Certifications • OSHA 40-hour Hazardous Waste Site Worker Certification • OSHA 8-Hour HAZWOPPER Refresher Certification Professional Experience Total years of related experience: 6 Joined Envirogen in 2002 Key Experience ' • Leaking Underground Storage Tank(LUST)Program • Illinois—Project professional for sites managed under the Illinois Leaking Underground Storage Tank program. Responsibilities included UST removal, Site Assessment, Site Characterization, Corrective Action implementation,Closure reporting,LUST Fund Budget Submittals and Reimbursement Requests. Confidential Client — Project Professional for LUST sites regulated under a Consent Order by the Illinois Attorney General. Portfolio characterized by High Priority Corrective Action sites where the release represented a threat to active private and municipal potable water well groundwater management zones. Responsibilities included interaction with municipal leaders and private well owners to convey the complex issues surrounding groundwater safety. Worked with affected third party property owners implementing health and human safety measures outside of Agency requirements in order to alleviate client concern and liability. Assisted in multiple negotiations of potable well abandonment in favor of a municipal water provider, often requiring annexation. iAdditional responsibilities included extensive evaluation and modeling of impact and high-level interaction with Agency project managers. Also involved in negotiating Environmental Land Use Controls (ELUCs) for public and private properties. Closure Requests for these sites often entailed Tier III arguments detailing stable or decreasing benzene trends and emphasizing delineated extent of impact over modeled extent of impact in order to avoid difficult and costly ELUCs. Village of Northlake, Illinois—Implemented High Priority Corrective Action for a release characterized by the migration of free product into a surface water pathway. Responsible for budget submittals and reimbursement requests. Successfully recovered 100%of the Corrective Action costs for client(>$300,000). I Eric D. Brumbaugh Page 2 IAdditional responsibilities included development of groundwater assessment plan for Agency approval and participating in teleconferences with the IEPA to discuss alternative corrective action. 1 Site Remediation Program/Illinois Dry Cleaner Trust Fund Illinois—Guided multiple clients through IEPA Site Remediation Program in order to gain both comprehensive II and focused"No Further Action" letters for facilities characterized by impact originating from Dry Cleaner tenants. Responsibilities included initial Site Investigation Report submittals, developing scope of work for site I characterization and Remedial Objective Report submittals. Additional responsibilities included coordination with the Illinois Dry Cleaner Trust fund for client reimbursement. I • Phase I Environmental Site Assessments Illinois, Indiana, Iowa, South Dakota, Rhode Island and Maine—Principal investigator for over 100 Phase I Site Assessments including metal plating facilities, filling stations, dry cleaning facilities, light industrial facilities, I heavy industrial facilities, public works facilities, large commercial retail facilities, hospitals, and large undeveloped tracts. Clients include municipalities, developers, realtors, lenders, site owners and development committees 1 comprised of multiple interests. Experience includes participation in quick-turn-around large portfolio assignments associated with realty firm ownership transitions and acquisitions. Typical activities included a proposal development, site reconnaissance, regulatory record review, interviews with local officials and site Irepresentatives,and preparation of a final report with recommendations. Prospect Heights, Illinois — Project Professional responsible for the assessment of a multi-parcel municipal I acquisition intended to be developed as a multi-purpose convention/entertainment complex. Worked closely with elected and appointed municipal officials, project engineers and architects to identify and assess recognized environmental conditions originating from historic and present light industrial usage. These recognized environmental conditions included underground storage tanks, chlorinated solvent usage, a historic Iquarry and subsequent suspected landfilling,and abandoned 55-gallon storage containers. • Phase II Environmental Site Assessments I Illinois, Illinois and Wisconsin — Project Professional for Phase II assessments of filling stations, dry cleaning facilities, light industrial facilities, heavy industrial facilities, public works facilities and large undeveloped tracts. These investigations were performed due to prior uses of the site that are suspect for contamination and I for determination of contamination extents from a known release. Project activities included utility clearance, preparation of health and safety plans,drilling soil borings,monitoring well installations,chemical screening of soil samples, soil and groundwater sample collection and logging, surveying, and report preparation and submittal. IIllinois — Following the execution of Phase I ESA which indicated multiple historic dry cleaner tenants and individual heating oil tanks for each tenant space, a Phase II ESA was performed in order to evaluate soil and I groundwater conditions. Additional investigative borings were performed at locations based on historic engineering drawings. A historic abandoned heating oil was discovered within a temporarily vacant tenant space with limited access and limited overhead. I Following the discovery of the UST, Mr. Brumbaugh supervised the expedited UST removal under severe access limitations with no disruptions to the client's tenant occupancy schedule. A focused effort by the client and the consultant led to the receipt of No Further Action status from the IEPA within 120 days of first Iobserving the long forgotten UST on a historic drawing. I Eric D. Brumbaugh Page 3 Other Experience • Project Type Communication Tower Assessment Illinois—Completed FCC NEPA checklists for Illinois Interstate network. Responsibilities included evaluation of endangered specie concerns, national and state landmark concerns,Native American landmark concerns and wetlands and floodplain concerns. Surveys were often done in conjunction with Phase I ESAs, Phase II ESAs and Geotechnical Assessments. Marina Sediment Survey Illinois and Wisconsin — Sampling survey of marina sediment necessary prior to application of a dredging permit. Researched sampling technology and modified existing equipment to suit site specific conditions. Worked with multiple state regulators in various agencies to assure scope of work served both client and regulatory concerns. Regulatory On-Site Monitoring Illinois — Served as contractual IEPA regulatory compliance monitor for an Illinois waste-to-energy facility. 1 Responsibilities included daily evaluation and reporting of plant emissions, Agency compliance enforcement and coordination between industrial representatives and regulatory agents. Ref:T:\Marketing\Resumes-IL\Brumbaugh-2002-St. Charles.doc I I I I I I I i I I Scott Knoepke Geological Engineer St. Charles, IL Qualifications As a Geologist/Geological Engineer, Mr. Knoepke is responsible for the assisting, planning and completion of Phase I and Phase II Environmental Site Assessments,Determination of Remedial Objectives and Remedial Actions. Education B.E.Geological Engineering,University of Minnesota,Twin Cities;Institute of Technology,Minneapolis,MN B.S.Geophysics,University of Minnesota,Twin Cities;Institute of Technology,Minneapolis,MN B.S.Geology,University of Minnesota,Twin Cities;Institute of Technology,Minneapolis,MN Concentrations: GeoEnvironmental Engineering/Environmental Geosciences Professional Licenses/Certifications • FE(ETT)License#124609 • OSHA 40-hour Hazardous Waste Site Worker Certification Professional Affiliations • American Society of Civil Engineers Professional Experience Total years of related experience: 1.5 Joined Envirogen in 2002 Key Experience—Phase II Site Assessment • Veterinary Centers of America,2600 W Galena BIvd Principal field investigator for site assessment and Phase II reporting. • Phase II Environmental Site Assessments Illinois and Wisconsin-Principal investigator and project manager for several Phase II assessments. Key Experience—Phase I Site Assessment I . Tobin&Ramon,Automobile Dealership Phase I investigation and reporting. • Ten Boys LLC, K-mart Phase I investigation and reporting. • Aetna Development, Wal-Mart Phase I investigation and reporting. • LaSalle Bank, Sony Building Phase I investigation and reporting. • Phase I Site Assessments Performed various Phase I site assessments within the state of Illinois. Key Experience—Dry Cleaner Program • Key Club Cleaners Involved in the Phase I&II investigation at an active plant on premises dry cleaner. Activities completed in conjunction with the requirements of the Illinois Dry Cleaner Trust Fund. • Yorktown Cleaners Involved in the Phase II investigation at an active plant on premises dry cleaner. Activities completed in conjunction with the requirements of the Illinois Dry Cleaner Trust Fund. • Elmhurst Cleaners Involved in the Phase II investigation at an active plant on premises dry cleaner. Activities completed in conjunction 1 Scott Knoepke Page 2 with the requirements of the Illinois Dry Cleaner Trust Fund. • Spotless Cleaners Involved in the Phase I &II investigation at an active plant on premises dry cleaner. Activities completed in conjunction with the requirements of the Illinois Dry Cleaner Trust Fund. • Prime 1Hour Cleaners Involved in the Phase II investigation at an active plant on premises dry cleaner. Activities completed in conjunction with the requirements of the Illinois Dry Cleaner Trust Fund. • Star Glo Cleaners Involved in the Phase I&II investigation at an active plant-on-premise dry cleaner. Activities completed in conjunction with the requirements of the Illinois Dry Cleaner Trust Fund. 1 • Ellis Cleaners Involved in the Phase I&II investigation at an active plant on premises dry cleaner. Activities completed in conjunction with the requirements of the Illinois Dry Cleaner Trust Fund. • Roosevelt Cleaners Involved in the Phase I investigation at an active plant on premises dry cleaner. Activities completed in conjunction with the requirements of the Illinois Dry Cleaner Trust Fund. Other Experience • Soil Scientist/Intern-American Engineering Testing Performed ASTM soil tests such as gradations,proctors,deleterious materials,specific gravity,and LAR. Ref:T:\Marketing\Resumes-IL\Knoepke-2002-St.Charles.doc 1 I I I I I I 1 I I I Martin N. Fallon Geologist St. Charles, IL tQualifications As a Geologist,Mr. Fallon is capable of carrying out hydrogeologic investigations associated with the siting,design, and permitting of solid waste management facilities,including municipal solid waste landfills and transfer stations. Additionally,Mr.Fallon evaluates existing facilities for compliance with local, state and federal regulations. Mr. Fallon has experience with assessment of groundwater flow and contaminant transport through porous and fractured media, and is skilled in the characterization and analysis of organic and inorganic chemical components in natural and contaminated sediments and water. Along with his solid waste geologic work, Mr. Fallon has also conducted feasibility analyses for proposed solid waste management facilities and has conducted numerous environmental site investigations. Mr.Fallon's specialization includes analytical and field data evaluation/management,slug testing and hydraulic conductivity analyses,physical/chemical hydrogeology,project QA/QC,remedial design and groundwater 1 modeling. Education B.S.,Geology,St.Norbert College(Wisconsin) B.A., Business Administration,St. Norbert College(Wisconsin) Continuing Education Attended Midwest Geosciences Seminar on Improving Hydrogeologic Analysis of Fractured Bedrock Systems. Professional Registrations/Certifications • OSHA 40 Hour Hazardous Material Certification,2003 Professional Affiliations . Geological Society of America Professional Experience Total years of related experience:4 Joined Envirogen in 2000 Additional Experience Research: Mapping of Surficial Glacial Deposits;Montana Research: Formation of Carbonate Environment;Florida Keys Research: Studied the Compositional Change in a Magma Body over Time;Arenal Volcano,Costa Rica Key Experience—Solid Waste Projects • Lee County Landfill Expansion,Lee County Assisted in the Phase I and H hydrogeological investigation for siting and permitting of a municipal waste landfill expansion in Lee County,Illinois. Supervised a drilling crew,operating a CME-75 truck- mounted drill rig. Responsible for logging continuously sampled soil borings and rock cores, conducting field soil strength testing using a hand penetrometer, construction of piezometers, and performing packer tests. Assisted with field and laboratory data reduction and interpretation. Performed rising- and falling-head slug tests, both manually and using the In-Situ Mini Troll Environmental Data Logger. Assisted with the reduction and interpretation of slug test data using AQTESOLV for Windows. Also assisted with the development of hydrogeologic drawings and researched regional and local geology and hydrogeology for preparation of the local siting application. I I I Martin N.Fallon Page 2 • Northwest Cook County Balefi Il Assisted in quarterly groundwater background sampling and potentiometric map construction. • Will County Waste Services Division Responsible for reviewing various proposed significant modifications to existing solid waste permits. • Livingston Landfill, Livingston County Assisted in a review of the hydrogeologic investigation. i • City of Rochelle, Ogle County Assisted in a review of the hydrogeologic investigation. • Kankakee Regional Landfill,Kankakee County Assisted in the Phase I and II hydrogeological investigation for the siting and permitting of a municipal waste landfill in Kankakee County, Illinois. Supervised a drilling crew, operating a Deitrich-D50 Turbo track-mounted 1 drill rig. Responsible for logging continuously sampled soil borings and rock cores (both vertical and angular), conducting field soil strength testing using a hand penetrometer, construction of piezometers, and performing packer tests. Assisted with field and laboratory data reduction and interpretation. Performed rising- and falling- head slug tests, both manually and using the In-Situ Mini Troll Environmental Data Logger. Assisted with the reduction and interpretation of slug test data using AQTESOLV for Windows. Assisted with creation of geologic drawings. Assisted with collection of background groundwater quality samples. Also researched regional and local geology and hydrogeology and assisted with preparation of the local siting application and the IEPA permit application. • City Waste Transfer, Cook County Assisted with a permit renewal application for a City of Chicago Department of Environment transfer station. • Boone County,Iowa Performed a comprehensive analysis of the operation of a construction and demolition debris processing facility as a waste diversion technique. Key Experience—Site Remediation • Kevin Keenan Property Oversaw subsurface exploration to delineate extent of petroleum hydrocarbon impact at former service station. Evaluation of analytical data and preparation of Corrective Action Completion Report in accordance with IAC 732 proposing conditional closure through TACO. • Village of Justice Oversaw geophysical investigation to verify presence of USTs and conducted a geoprobe investigation to determine subsurface condition. Prepared project reports required by the Illinois Site Remediation Program. Project funded through the Illinois Brownfields Grant Program. ' • Betscher Cleaners, Tinley Park Conducted a Phase II Environmental Site Assessment in accordance with ASTM standards. Oversaw the completion of a Focused Site Investigation as required by the Illinois Site Remediation Program (SRP). Preparation of all SRP related reports and submittals required by the Illinois Dry Cleaner Fund. • Former Commuters Plaza Cleaners, Palatine Oversight of Phase II Investigation at a former dry cleaner facility scheduled for redevelopment into an office complex. Site enrolled in SRP and funded through the Illinois Brownfields Grant Program. Prepared all reports required through SRP for IEPA submittal. I I i 4ENVIROGEN Z I w nvirogen is committed to providing the highest level of service to our 0 (� clients. This commitment has enabled our staff to build relationships ■rte with clients that have spanned over many years. We encourage you limm Iw to review some of the letters of recommendation we have received to obtain Cl) a client-based perspective of the Envirogen team and our unique capabilities related to the Illinois Brownfields Redevelopment Grant Program. W 0 271 1 I Z 0Brownfields Redevelopment Grant Recipients: Broadview, Village of W Mr. Henry Vicenik, Village President I ~ Z2 w Crete, Village of& Will County I Ms. Donna Shehane, Will County Solid Waste Engineer 2 2 Justice, Village of 1/ 0 Mr. Philip DePaola, Director of Public Works U 0 I < Palatine, Village ofCI) Mr. Dave Fieldman, Director of Planning & Economic Development W I Skokie, Village of Ce Mr. Wayne Hanson, Deputy Director Community Development I LLI 0 1I I I I I IW J I I Village of Broadview LUSTEEC; Municipal Building VILLAGE CLERK A. C. PAYNE k2350 South 25th Mum,Broadview,Illinois 6)155-3800 PATRIC� V1nt1RlAMs JOHNSON,.Ki. t•708.661. 000 • FAX 1.708.681-2018 TREASURE RUTH LUTOHEL L MICHAEL TYL COLLECTOR 'ON FERGUSON HENRY VICENIK,President(Mayor) JOANNE JOHNSON VILLAGE ATTORNEYS ODELEON&STERK,LTD. December 1 N,WO 1 tTo whom it may concern, I The Village. of Broadview has contracted Envirogen, Inc. to provide environmental services for the redevelopment of a former retail service station. The scope of work performed by Envirogen on behalf of the Village of Broadview includes, but is not limited to: 111 A.)secure an Illinois Brownfields Redevelopment Grant on behalf of the Village, age, I B.) conduct demolition oversite of the structure, C.) complete underground storage tank(UST)closure by removal, U.)complete a Phase I Environmental Site Assessment (FSA) and Phase II Site Investigation, IE.) manage the Brownfields Redevelopment Grant for the Village by completing quarterly reports,grant amendments and reimbursement requests, IF.) enroll the site into the Illinois Voluntary Site Remediation Program(SRN). ' Envirogen, has demonstrated thorough working knowledge of the Brownfields Redevelopment Grant Program, along with a good working relationship with the Illinois Environmental Protection Agency's Office of Brownficlds Assistance and field ' service personnel. Based on the ongoing success of their efforts in acquiring a Brownfields Redevelopment Grant for the Village, and the ability to complete the project within I established time frames and budgetary constraints; the Village of Broadview is pleased to provide this letter of recommendation on behalf of Fsnvirogen. Sin rely, IHenry Vicen��Vi�e Village President 1 tj:IIV cc:file I I I (ti-at.0 WILL COUNTY LAND USE DEPARTMENT y� 58 East Clinton Street • Suite 500 • Joliet, Illlinois 60432 1 December 19,2001 I Devin Moose,P.E. Director Envirogen,Inc. I 1150 N.Fifth Avenue St. Charles,IL 60174 gRe: Successful Brownfield Redevelopment Grant Application Dear Mr.Moose: I Recently I was informed by Mr. Brian Mihelich of Envirogen,Inc.that Will County's Illinois EPA Brownfield Redevelopment Grant Application,prepared in conjunction with the Village of Crete,Illinois,was officially approved by the Illinois EPA and the I Governor's Office. This grant will fund over$56,000.00 of a Phase II Environmental Assessment at a County-owned and abandoned wastewater treatment facility,which has long posed a number of threats to the surrounding community's residents. These threats I include potential adverse human health and environmental effects;attraction of vandals, open dumping and other criminal activities; lowering of property values and limited economic growth and development. II would like to commend Envirogen for their excellent and expeditious work on this grant application. The completion of the Phase I Environmental Assessment,performed by I Envirogen previously,and the completion of the Phase II Environmental Assessment at this site will allow Will County and Village of Crete to explore ways to bring this site back into productive use,thereby improving public health, increasing local tax revenues, and revitalizing the neighborhood. 111 Will County's long-standing relationship with Envirogen,Inc.has allowed us to work successfully on several projects, including siting of the County's Prairie View Landfill, I groundwater compliance reviews at eleven area landfills,determination of waste volumes at the Joliet Anny Ammunition Plant,and development of remedial action plans at environmentally impaired sites throughout the County. With field work scheduled to I begin in the near future,we trust that Envirogen staff will continue to provide the expertise necessary to complete this Brownfields project, including investigative oversight,preparation of quarterly reimbursement requests,quarterly progress reports, and requested Grant amendments,etc.during the term of this Grant. i Please do not hesitate to contact us if you require assistance during any phase of Ithis process. Sincerely, I alfALk.)e Girt—C___, Donna Shehane Solid Waste Engineer I BUILDING ENGINEERING PLANNING WASTE SERVICES ZONING MAIN FAX (815)727-8634 (815)740-8140 (815)727-8430 (815)727-8834 (815)727-8850 (815)727-8638 I I VILLAGE OF JUSTICE 1111UP A.OEPAOIA Telephone 70a.s6.2n1 DIRECTOR OF rUBUC WORKS Fax 706 -' "47 I 7800 f.ARCUS ROAD JUSTICE,ILLINOIS c0Is6 January 11, 2002 To Whom It May Concern: IThe Village ofJustice has contracted Envirogen,Inc.to provide environmental services for the redevelopment of a former gas station. The scope of work performed by Envirogen on behalf of the Village of Justice includes, but is not limited to securing an Illinois Brownf gilds Redevelopment Grant(BRG)on behalf of the Village in a timely manner;completing Phase I Environmental Site Assessment(ESA) and Phase II Site Investigation work within established time frames and budgetary requirements;mRn ging the BRG for the Village by completing quarterly reports,grant amendments,and reimbursement requests;and enrolling the site into the Illinois Voluntary Site 1 Remediation Program(SRP),if necessary. Envirogen has demonstrated a thorough working knowledge of the BRG program along 1 with a gook working relationship with the Illinois Environmental Protection Agency's Office of Brownfields Assistance. We have found their word to be professional and would recommend their services,especially on BRG projects. Sincerely, I )94/0,a,.. DIRECTOR DIRECTOR OF PUBLIC WORKS PHILIP A. DEPAOLA CC: FILE COPY I I I I waioY•ttt! tit r,'pi:ik�ipv, VILLAGE OF PALATINE A LAT J N 1 E 200 B.Wood Street • Palatine,IL 60067.5559 '\lephone(847)558 7500 • Fax(847)559.9040 I wwwpalatine thus MEMBER: Northwest Municipal Conference Mimic Municipal League National League of Cities I Devin A. Moose,P.E. U.S.Conference of Mayors Director lir Envirogen, Inc. 1150 N. Fifth Ave, Suite C St. Charles,IL 60174 I December 19, 2001 1 RE:Envirogen IDear Mr.Moose: Envirogen,Inc.recently secured a Illinois Brownfields Redevelopment Grant ifor the Village of Palatine in order to facilitate the Village's extensive downtown redevelopment efforts.Envirogen completed all the required reporting to the TEPA and requests for reimbursement. 11 In addition to assisting in with applying for this Illinois Brownfields Development Grant, IEnvirogen is also completing the required site assessments,engineering and remediation,where necessary. IWe have found their work to be professional and would recommend their services,especially on brownfields redevelopment projects. Please feel free to contact me regarding this recommendation.I can be reached at(847)359- 9047. a Sincerely, 4 -.7_-.P ---- IDavid Fieldman Director of Planning&Economic Development I 'Y'44 e�e Lfncouv FOUN DArtort •. o • FOR BUSINESS Exc ElLENce •r MxorpotYttod w]8G6 tin a i r*a E,ccs�caKt Y USA councJl-eKarngix o ted In ettc btnoc Me �lr rw WOW" I li a,- t ..-.k°`` " .to� Village of Skokie 1880 rjUNTY ,S. tillage Hall December 19, 2001 5127 Oakton Street Skokie,Illinois 60077 (847)673-0500 47) x skokie.o g Mr. Devin A. Moose, P.E. www.skokie.org Director, Envirogen 1150 N. Fifth Avenue, Suite C ouncil-Manager Government St. Charles, IL 60174 Mayor George Van Dusen liefkMarlene Williams ,Mees Michele L.Bromberg Dear Mr. Moose: Michael A.Gelder Frank G.McCabe Donald P.Perige The Village of Skokie has worked with Envirogen, Inc. through its Harry C.Piper g g g Randall E.Roberts Engineering Solutions Division, on a number of environmental projects. ounsel Barbara M Meyer These projects have included: I Manager Albert 1.Rigoni P J Assisting the Village to evaluate the progress of clean- up activities at an idled,privately-owned property. The I work included the following tasks: reviewing groundwater data and other information to determine whether progress was being made in cleaning up the site; determining if 1 the remediation system being implemented was the most appropriate technology for the site; determining when the clean-up could be expected to be completed; reviewing I whether the site was being managed under the most appropriate regulatory scheme; determining what other activities the Village should be performing to protect I its interests at this site; and,determing what other activities the Village should be performing to protect . - Awards and Distinctions its interests at other potential contaminated sites. tAmerica City finalist mission on Accreditation for Assistingthe Village with remediation and site closure Law Enforcement Agencies(CAtEA) g ttch,,mission o„ A ,,at;o„ activities at a former incinerator site owned by the emat;«,al(CFA!) Village. This included assisting the Village in acquiring KBA MA Financial Bond Rating the Brownfield Redevelopment Grant from the State of GoverAssoc ikon BFudget Awanance rd Illinois Envinonmental Protection Agency. Envirogen Icyfinance Offkecs has completed quarterly reports, amendment and Certificate of Achievement reimbursement requests required to the grant requirements. for Excellence in Financial Reporting Ite Services Office(ISO) IFOne Fire Department The Village of Skokie has been very satisfied with Envirogen's overall llinoisCertifed performance on these projects. Envirogen has been able to clearly identify Health Department Tree City U.S.A.Distinction I I . I 1 Mr. Devin A. Moose,P.E. Director, Envirogen II December 19, 2001 Page 2 I and explain the often complex environmental issues associated with these I sites, as well as present useful, relevant recommendations on their clean-up. Project time frames and budgets have been met on a consistent basis. We look forward to a continued working relationship with Envirogen's Iprofessional staff. V ry truly 1 ours, I 01 in, Wayne anon, Deputy Director Comm 'ty Development Department WCH/mm I 85992 1 I I I 1 I 1 I I OENVIROGEN CO I W I LU nvirogen is committed to providing the highest level of service (} to our clients. This commitment has enabled our staff to build CO) > relationships with clients that have spanned over many years. IW We encourage you to contact our references to obtain a client-based C/) perspective of the Envirogen team and our unique capabilities related I to the Illinois Brownfields Redevelopment Grant Program. LIJ Z CY —J Broadview,Village of Wellington Partners I 0 Mr. Henry Vicenik Mr. Larry DeVito,Developer L 0 Village President 925 E. Rand Road H 2350 South 25th Ave. Suite 209 I H LI- Broadview,Illinois 60155 Arlington Heights, Illinois 60004 z (708) 681-3600 (847) 368-8020 Umil W I Crete, Village of&Will County Hinshaw&Culbertson is-F'- Ms. Donna Shehane Mr. Charles Helsten CX Solid Waste Engineer Environmental Attorney c 58 E. Clinton St., Suite 500 100 Park Ave.,P.O. Box 1389 I 0 G Joliet, Illinois 60432 Rockford, Illinois 61105 (815) 727-8834 (815) 963-8488 U I < Justice,Village of Mr. Philip DePaola Illinois State Representative Mr. Brent Hassert 7800 S.Archer Rd. Spokesman for Energy & Justice,Illinois 60458 Environmental Committee I (708) 458-2961 1413 Sherman Drive, Suite 60 Romeoville, Illinois 60446 Palatine, Village of (630) 739-7063 I Mr. David Fieldman, Director Planning&Economic Development Woodstock, City of 200 E. Wood St. Mr. Derik Morefield,Director Palatine. Illinois 60067 Department of Business Development I (847) 359-9047 P.O. Box 190- 121 W. Calhoun Street Woodstock Illinois 60098 Skokie,Village of (815) 337-9332 I Mr. Wayne Hanson, Deputy Director Community Development Mendota, City of 5127 Oakton St. Mr. Don P. Adams,Director of Community and I Skokie,Illinois Economic Development (847)673-0500 P.O. Box 710-800 Washington Street Mendota, Illinois 61342 Holsten Real Estate Development Corp. (815) 538-4047 I Ms. Linda Brace, Vice President 1333 North Kingsbury Hoopeston, City of Suite 305 Mr. Chalmers Flint,Mayor I Chicago, Illinois 60622 301 W. Main (312) 337-4202 Hoopeston, Illinois 60942 (217) 283-5320 • 52 Wheeler Road • Sugar Grove, IL 60554 TEL: 630/466-9350 FAX: 630/466-9380 www.eeiweb.com Englnssring Enterprise s. May 15, 2003 Inc. Mr. Tony Graff City Administrator United City of Yorkville 800 Game Farm Road Yorkville, IL 60560 Re: Connection Fee Analysis United City of Yorkville Kendall County, Illinois Mr. Graff: As requested, we have reviewed the connection fees for the Water Works System. As you know, each connection to the system will add additional demand on the water supply, treatment and storage components of the Water Works System. The primary purpose of a connection fee is to collect the appropriate amount of funds from each new connection such that the fee would be able to cover the incremental capital costs that already have been incurred, or will be incurred, to be able to supply water to each additional connection. In essence, the connection fee provides a purchase of the required level of water supply, treatment and storage capacity within the United City of Yorkville's Water Works System. The purpose of this analysis is to determine the most appropriate cost for the City to be able to continue to cost-effectively expand the water supply, treatment, and storage components of the Water Works System, and then develop the associated cost for each new connection. It is clear that water supply, treatment, and storage capacity is not added with each individual connection to the system. In most cases the capital investment to provide additional capacity is either created when a shortage is projected to exist, or when sufficient funds become available in advance of a known number of connections. The cost for an individual connection to the system is typically part of a project or a number of projects that provides additional capacity in larger increments. Therefore, in order to establish the cost for each connection, there must be an identification of a total project cost, and then a division of the total cost by the capacity to determine the cost for each connection. The United City of Yorkville's Water Works System is configured such that cost-effective additions to the system will be added in fairly uniform sizes. Additions to the system will be based on the most cost-effective addition that can be provided for the amount of funding that is Consulting Engineers Specializing in Civil Engineering and Land Surveying Mr. Tony Graff May 15, 2003 Page 2 available. Given the fact that there is an economy of scale relative to the capital investment for Water Works System expansion, the most cost-effective approach moving forward would be to incrementally expand the water supply, treatment and storage components as large as possible based on the funds that are available. For instance, cost-effective water supply and treatment additions to the system have been, and probably will continue to be, based on an addition of a 1,000 gpm water well and the associated 1,000 gpm water treatment facility. Cost-effective water storage additions have been, and probably would continue to include, the addition of either a 1,000,000 gallon (1.0 MG) or 1,500,000 gallon (1.5 MG) elevated water storage tank (EWST). In an effort to demonstrate the economy of scale created by adding larger water supply, treatment, and storage increments, we have prepared the attached Exhibit A. Exhibit A presents a given water supply and treatment addition (a water well and treatment system at a certain capacity), and the additional population that would be served by the water supply and treatment addition. Exhibit A then presents the capital cost to integrate the certain size supply and treatment, and then the cost of the addition per population served. Exhibit A also presents the same calculation for different size elevated water storage tanks. Inspection of Exhibit A clearly shows that as the water supply and treatment capacity, or the storage capacity additions increase, the cost per population served decreases. Given the fact that the most cost-effective water supply and treatment, and storage additions to the United City of Yorkville's Water Works System would most likely include a 1,000 gpm well and treatment facility and a 1.5 MG EWST, it would seem logical to base the connection fee on the total costs for these improvements. For reference purposes, we have provided detailed costs estimates for the 1,000 gpm water well and treatment facility and the 1.5 MG elevated water storage tank within Exhibits B-1 and B-2, respectively. Inspection of Exhibit A indicates the cost of a 1,000 gpm water well and treatment facility per population served would be $522. Exhibit A also states that the cost of a 1.5 MG EWST per population served would be $231. Consequently, the total water supply, treatment, and storage cost would be $753 per population served. Since it is typically assumed that the average population per single family house is 3.5 people, the water connection fee per single family house would be 3.5 X $753 = $2,635. Therefore, in an effort to keep up with the current market costs of expanding the City's water supply, treatment and storage facilities, we recommend increasing the connection fees as follows: Current Recommended Connection Fee Connection Fee $800 / Unit $2,635 / Unit It would seem the above analysis establishes the most likely approach the City will take in the expansion of the water supply, treatment, and storage system. Consequently, it would seem Mr. Tony Graff May 15, 2003 Page 3 the above analysis provides the most appropriate cost analysis to determine the most appropriate connection fee for the City at this time. If you have any questions or require additional information, please contact our office. Respectfully submitted, p Y ENGINEERING ENTERPRISES, INC. )1"(-(-- \ Jeffrey W. Freeman, P.E. Project Manager JWF/me Enclosures pc: Mayor Art Prochaska Mr. Larry Kot—Alderman Mr. Joe Wywrot, P.E. — City Engineer Mr. Eric Dhuse — Director of Public Works Mr. Dan Kramer— City Attorney PGW, JTW, BPS — EEI \\EEINT\EEI-DOCS\PUBLIC\Yorkville\2002\Y00225 Impact Fee Analysis\Doc\Igraff01.doc EXHIBIT A: WATER WORKS SYSTEM CONNECTION FEE ANALYSIS United City of Yorkville, Kendall Co., IL WATER SUPPLY AND TREATMENT Well Capacity Additional Construction Construction Contingency Engineering Total Project Cost Per (GPM) P.E. Served' Cost-Well Cost-Treatment (10%) (15%) Cost P.E. 350 1,800 $371,000 $975,250 $134,625 $222,131 $1,703,006 $946 700 3,600 $416,000 $1,280,500 $169,650 $279,923 $2,146,073 $596 1000 5,143 $680,000 $1,442,000 $212,200 $350,130 $2,684,330 $522 a Based on Reliable Source Capacity(Well operating 18 hours per day to meet the Maximum Day Demand). WATER STORAGE Tower Volume Additional Construction Contingency Engineering Total Project Cost Per (Gallons) P.E. Served Cost (10%) (10%) Cost P.E. 500,000 3,401 $750,000 $75,000 $82,500 $907,500 $267 1,000,000 6,803 $1,400,000 $140,000 $154,000 $1,694,000 $249 1,500,000 10,204 $1,950,000 $195,000 $214,500 $2,359,500 $231 Based on Peak Hour Storage(Storage capacity to meet four hours of Peak Hour Demand using a maximum of 50%of the storage) CONNECTION FEE SUMMARY WATER SUPPLY AND TREATMENT $522 to$946/ P.E. $1,827 to $3,311 / Unity WATER STORAGE $231 to $267/ P.E. $ 808 to $935/ Unity TOTAL WATER IMPACT $753 to $1,213/ P.E. $2,635 to $4,246/ Unit" G:\PUBLIC\Yorkville\2002\YO0225 Impact Fee Analysis\Eng\[impact fee summary.xls]Sheetl Based on 3.5 P.E. per unit. ENGINEERING ENTERPRISES,INC. SUGAR GROVE, IL EXHIBIT B-1: 1,000 GPM WATER SUPPLY AND TREATMENT COST ESTIMATE United City of Yorkville, Kendall Co., Illinois ITEM NO. ITEM AMOUNT 1 1,000 GPM WELL Construction (Casing, Hole, Grout, Etc.) $410,000 Development(Disinfection, Testing, Etc.) $90,000 Equipment(Pump/Motor, Pitless Adapter, Etc.) $180,000 2 WELL HOUSE AND TREATMENT BUILDING Structures (Building, Surge Tank, & Brine Storage Tank) $535,000 Equipment(Chemical Feed, Brine and WW Pumps, Etc.) $52,000 3 TREATMENT EQUIPMENT Cation Exchange Equipment(3 -8.0 Foot Diameter Units) $440,000 Interior Piping $65,000 4 EMERGENCY GENERATOR $200,000 5 YARD PIPING AND SITE WORK $150,000 SUB-TOTAL $2,122,000 CONTINGENCY (10%) $212,200 TOTAL ESTIMATED COST OF CONSTRUCTION $2,334,200 ENGINEERING (15%) $350,130 ESTIMATE PROJECT CAPITAL COST $2,684,330 G\PUBLIC\Yorkville\2002\700225 Impact Fee Analysis\Eng\[Cost Summary.xls)1,000 GPM Well and Treatment ENGINEERING ENTERPRISES, INC. SUGAR GROVE, IL • EXHIBIT B-2: 1.5 MG ELEVATED WATER STORAGE TANK COST ESTIMATE United City of Yorkville, Kendall Co., Illinois Item No. Item Amount 1 Elevated Water Storage Tank- 1,500,000 Gallons $1,900,000 (109 Feet To BCL, Includes Foundation And Painting) 2 Yard Piping And Site Work $50,000 Sub-total $1,950,000 Contingency (10%) $195,000 Engineering (10%) $214,500 Total Estimated Cost Of Construction $2,359,500 G:\PUBLIC\Yorkville\2002\Y00225 Impact Fee Analysis\Eng\[Cost Summary.xls]1.5 MG Elevated Storage ENGINEERING ENTERPRISES,INC. SUGAR GROVE, IL 05/26/2003 22: 35 630-553-0805 THOMAS ALARMS PAGE 31 3 0 71 1. North Bridge Street THOMAS ALARM SYSTEMS Yorkville. Illinn;s 60560 Phone: 630,553.4560 Fax: 630.553.0805 •masosi°1." Ern i1 AlannSysm.iriol.corn May 27, 2003 United City of Yorkville/Police Dept. 804 (iame Farm Road Yorkville IL 60560 630 553 8507 630 553 1141 fax Attn: Ron Diederich PROPOSAL Job Site: City Flail Remodeling, Yorkville, Illinois EQLIPNIENT INSTALLATION! At the above location, we propose to fiirnish all labor and material consisting of the following items: 28 Data/Phone Combination Outlets 1 Data Outlet 9 Phone Outlets 2 Phone Wall Outlets ] Patch Panel w/32 Positions TOTAL LABOR AND MATERIAL FOR THE ABOVE INSTALLATION SHALL BE FOLR.THOUSAND FOUR HUNDRED DOLLARS AND NO/100 S4.40 00 J `7 eTx e 7ia,%j S, Conduit and Stubs and boxes by others. Price excludes permits & municipal fees. 1f you have any questions, please feel free to give me a call. Respectfully submitted by: .4 moi►_ -David A. Sorich for T omas arm Systems Accepted. By 06/04/2003 12:43 FAX 630 553 5764 DANIEL J. KRAMER Z 002/004 Revised June 4, 2003 STATE OF ILLINOIS ) )ss COUNTY KENDALL ) ORDINANCE NO, 2002- ORDINANCE DECLARING THE UNITED CITY OF YORKVILLE'S COMPLIANCE WITH ILLINOIS PREVAILING WAGE ACT WHEREAS, there is in effect,in the State of Illinois, an act known as the Illinois Prevailing Wage Act (820 ILCS 130/0.01 et. seq. 2000); and WHEREAS, said Act requires municipalities to comply with the Prevailing Wage Act when contracting for public works projects and imposes certain obligations on the part of said municipalities to implement and enforce the terms and provisions of said Act; and to pay the prevailing wages for all contractors, subcontractors, employees, and for any labor required under Municipal Public Works contracts in compliance with the Act; NOW THEREFORE, the Mayor and City Council of the UNITED CITY OF YORKVILLE, upon motion duly made, seconded, and approved,do hereby ORDAIN as follows: 1. The UNITED CITY OF YORKVILLE shall comply with the Illinois Prevailing Wage Act as set forth in 820 ILCS 130/0.01 et. seq. 2. The UNITED CITY OF YORKVILLE shall comply with all provisions of the Davis-Bacon Act at the Federal level if stricter than Illinois requirements. Page 1 of 3 06/04/2003 12 43 FAX 630 553 5764 DANIEL J KRAMER Z003/004 3. All ordinances or parts of ordinances conflicting with any of the provisions of this ordinance shall be and the same are hereby repealed. 4. If any section, subsection, sentence, clause,phrase or portion of this ordinance is for any reason held invalid or unconstitutional by any court of competent jurisdiction, such portion shall be deemed a separate, distinct, and independent provision, and such holding shall not affect the validity of the remaining portions hereof. IN WITNESS WHEREOF, this Ordinance has been enacted this day of , 2003. PAUL JAMES MARTY MUNNS RICHARD STICKA WANDA OHARE VALERIE BURD ROSE SPEARS LARRY KOT JOSEPH BESCO APPROVED by me, as Mayor of the United City of Yorkville, Kendall County, Illinois, this Day of ,A.D. 2003. MAYOR Page 2 of 3 06/04/2003 12 43 FAX 630 553 5764 DANIEL J. KRAMER al 004/004 e ' PASSED by the City Council of the United City of Yorkville, Kendall County, Illinois this Day of ,A.D. 2003. Attest: CITY CLERK Prepared by: Law Offices of Daniel J. Kramer 1107A South Bridge Street Yorkville, Illinois 60560 630-553-9500 Page 3 of 3 WSW 4110 TROY & BANKS Utility and Telecommunication Consultants Coroorate Offices: BUFFALO-NEW YORK Snyder Professional Ctr. Suite 102 4536 Main Street June 4,2003 Buffalo,NY 14226 (BOO)499-8599 Ms. Traci Pleckham (716)839-4402 Telefax(716]839-4452 Finance Director City of Yorkville 800 Game Farm Road Branch Offices: Yorkville,IL 60560 CAUFORNIA 1143 M Street Fresno,CA 93654 RE: Troy& Banks' Utility Audit Dear Ms.Pleckham: FLORIDA 34912 Teeview Lane Tampa,FL 33541 On Monday,June 2,2003,I had a conversation with Mr. Bart Olson,from your office. As promised, please find enclosed a brochureof information outlining the services of our firm,accompanied by recent articles GEORGIA detailing some of our work. P.D.Box 923474 Norcross,GA 30010 Troy&Banks,Inc. (T&B)is a utility and telecommunication consulting firm which specializes in auditing commercial customer accounts for billing errors and overcharges,and prosecuting claims for refunds, NEW YORK credits and rate changes to utilities and state Public Service Commissions. 62 Matlock Road Rochester,NY 14428 Our firm has assisted thousands of rate payers(including publicly owned,privately held businesses, 4764 Summerhurst Drive not-for-profit organizations and government entities) in significantly reducing their annual utility and Liverpool,NY 13088 telecommunication costs, as well as recovering refunds for over billings. We are currently performing or have completed audits for the following entities: City of Elgin,City of Albany, City of Buffalo, Bristol Meyers Squibb,M&T Bank,Fleet Boston Financial,County of Boulder Colorado,Lockheed Martin,United States TENNESSEE Postal Service,Canisius College and AMTRAK—nationwide and L.L. Bean. 904 Lake Haven Road Knoxville,TN 37922 T&B's success has been aided by an extensive knowledge of the utilities and telecommunications industry. Our auditors and analysts(many of whom worked for utility and telecommunication companies e-mail: before joining our firm),and attorneys who have extensive experience in contract and regulatory matters,give save@troybanks.com us the experience needed for success. As a result,T&B's efforts have saved our clients millions of dollars Internet address: annually and have been very effective in obtaining refunds and credits for companies across the country. www.troyban ks.corn Troy&Banks'fees are based on results,if we are unable to obtain a refund or credit;there is no charge for our services. An audit of this nature has the potential to save City of Yorkville thousands of dollars paid on utility and telecommunication bills. I am available to speak with you to explain in greater detail, how Troy&Banks, Inc.provides its services. Therefore,should you have any questions,please feel free to contact me at our office at(716) 839- 4402. Sincerely, TROY&BANKS, INC. BY: . . �' l ,. 'Keith G.Tyson, Con- ltant KGT/ Enclosure Cc: Mr. Bart Olson,City of Yorkville TO BEGIN A TROY & BANKS AUDIT: satesss*ssssrassaassssaasaasssissrrssssasrrWss®Msr0 w®•aasessassssssssssssss*ossa This instruction sheet has been prepared for your use in gathering the information for your utility and telecommunication audit. 1 . Copy one ( I ) bill from each of your utility accounts including electric, gas, fuel, and from all telecommunication accounts including, cellular, local, long distance, data, and frame relay. (Summary Page Only). 2 . Execute the enclosed Client Agreement and Letter of Authorization form. 3 , Send all information to: TROY & BANKS Utility and Telecommunication Consultants 4536 Main Street, Suite 102 Buffalo, NY 14228 Tel. 839-4402 or Fax 839-4452 If you have any questions please call us at 1 -800-499-8599 PLEASE RETYPE THIS AUTHORIZATION FORM ONTO YOUR COMPANY LETTERHEAD • Date: Our utility and telephone companies are: Dear Representative: We have this date engaged Troy & Banks, Inc. as utility and telephone consultants to serve as our agent for the purpose of auditing and evaluating our account(s). Please respond to Troy & Banks, Inc. in all matters pertaining to our accounts with you. This includes providing all billing information, billing records, and order activity with reference to our service and equipment. This authorization shall continue until same is canceled in writing from our office. Troy &Banks is hereby authorized to pursue credits due us for past billing discrepancies and act as our agent should a refund check be desired in lieu of a credit. Their representative will present this request when contacting your offices. Very truly yours, Print Name: Title: TROY & BANKS Utility and Telecommunication Consultants Corporate Offices: BUFFALO-NEW YORK Agreement Snyder Professional Ctr. Suite 102 4536 Main Street This Agreement is entered into as of between Troy & Banks, Inc. ("TB") and Buffalo,NY 14226 (800)499-8599 (716)839-4402 with an address at Telefax(716)839-4452 (the "Client"). Branch Offices: CALIFORNIA 1143 M Street In consideration of the mutual agreements hereafter set forth, TB and Client agree as follows: Fresno,CA 93654 1. The Client engages TB to conduct an audit or survey of Client's gas, electric, FLORIDA telecommunications and water utility ("Utility") service accounts for the purpose of securing 34912 Teeview Lane refunds, credits and cost reductions resulting from discovery of charges or costs in excess of Tampa,FL 33541 those permitted or allowed by applicable contracts, tariffs, statutes, rules and regulations and/or from overcharges or billing errors. TB agrees to conduct such audit. GEORGIA P0.Box 923474 2. Overcharges — For any refunds, credits or rebates obtained by TB for prior overcharges, Norcross,GA 30010 billing errors or costs in excess of those permitted by applicable contracts, tariffs, statutes, rules or regulations, TB shall be paid 50% of all monies refunded or credited to the Client. NEW YORK 62 Mallock Road 3. Future Cost Reductions - For any reductions in future costs for electric, gas, Rochester,NY 14428 telecommunication and water services resulting from TB analysis, the fee is 50% of the 4764 Summerhurst Drive amount saved each month for 12 months. TB will document actual monthly savings obtained Liverpool,NY 13088 by analysis of tariff cost applications. NORTH CAROLINA 4. TB has made and makes no guarantee or assurance of any credit or refund amount or cost 12260 Greenway Circle saving results. Laurinburg,NC 28352 5. If Client does not receive refunds, credits, or reductions in future billings, there will TENNESSEE be no fee for TB services. 904 Lake Haven Road Knoxville,TN 37922 6. This Agreement sets forth the entire understanding and agreement between the parties. e-mail: save@troybanks.com [Client Name] Troy & Banks, Inc. internet address: www.troybanks.com By: By: Thomas T. Ranallo, President Name: Title: Telephone: Telefax: -L_ , ':: 4 'i 'L ' µ -. 4 TROY & BANKS Excerpts from selected press releases Rochester City Schools get $500,000 back: Frontier Corp. Settles with the District in a Dispute of Overcharged Telephone Costs Rochester Democrat and Chronicle - Saturday, August 8, 1998 Troy & Banks recovers millions of dollars for companies in billing discrepancies and overpayments to utilities The Buffalo News - Sunday, October 14, 2001 More overcharges found by consultant The Buffalo News - Saturday, October 10, 1998 Niagara Mohawk Power Corp. owes Buffalo $ I million USA Today - Tuesday, July 6, 1999 $430,000 of money and snow delivered to Town of Amherst, NY Amherst Bee - Wednesday, November 22, 2000 City Mission gets a $ 101 ,000 refund, ending dispute over electric bills The Buffalo News - Wednesday, February 2, 2000 COST 88 Boone Hills Drive RECOVERY St.Peters, Missouri 63376-2409 TEL 636-939-4838 CORPORATION FAX:636-447-6064 January 10, 2003 Ms. Traci Pleckham Finance Director City of Yorkville 800 Game Farm Rd. Yorkville, IL 60560 Dear Ms. Pleckham: Last September, I spoke with you regarding the utility auditing services CRC provides. While we agreed that an audit could be greatly beneficial to City of Yorkville, the timing for you was not good. Now that it is the beginning of the year, I would like to revisit this opportunity with you. Since 1991, CRC has helped clients reduce and control costs for utilities, all telephone services, and property leases. Our auditing procedure and extensive knowledge of tariffs, billing policies, codes and regulations allows us to ensure our clients receive the refunds, credits and cost reductions to which they are entitled. We have saved thousands of dollars for our clients by finding overcharges, alternate rates for services and many other opportunities to reduce cost. I am sure we can do the same for City of Yorkville. CRC's services are provided on a small set-up charge, which is credited toward our fees. Our contingency fees are directly tied to results and are payable only after you have received the benefits of refunds or reduced costs. We provide written reports of our audit findings. Implementing any recommendation will always be the city's decision. I have enclosed a brochure highlighting our services. After you have had an opportunity to review the attached information, I will call to schedule a convenient time to meet with you and answer any questions you may have about the services we can provide you. Sincerely, Daniel P. Tang Director JUN-10-03 02 : 10 PM COST RECOVERY CORP 6364476064 P. 01 COST 88 Boone Hills Drive RECOVERY St Peters,Missouri 83378-2409 TEL:638-939-4848 CORPORATION FAX:838-447.8094 June 10, 2003 FAX: 630-553-7575 1 PAGE Ms. Tracy Pleckham City of Yorkville, Illinois Dear Ms. Pleckham: Here are the references for our utility audit services in Illinois. There are two Municipal and one County government clients. They are expecting your call. CITY OF ALTON,ILLINOIS Ms. Stephanie J. Elliott, Controller—618-463-3544 We are auditing all electric, gas, telephone and water accounts. We found both refunds and cost reductions. CITY FAIRVIEW HEIGHTS, ILLINOIS Mr. Robert(Bob)Hotz, P,E., Director of Public Works— 618-489-2020 We are auditing electric and telephone accounts and have identified cost reductions for electric accounts. MADISON COUNTY GOVERNMENT Mr. Mark Von Ida, County Clerk—618-692-7040 x4346 .i We audited 19 electric and gas accounts and identified several cost reductions. We look forward to helping The City of Yorkville reduce and control utility expenses. Dan will follow up with you. Thank you for your consideration. Very truly yours, COST RECOVERY CORPORATION Elaine K. Young g Vice President From 618 656 2968 to 630 553 7575 at 6/10/200.3 11:02 AM 002/006' COST 88 Boone Hills Dive. RECOVERY st. Peters,Missouri 63376-2409 TEL 636-939-4833 CORPORATION FAX:636-447-6064 June 10,2043 Ms. Traci Pleckham Mr. Bart Olsen. City of Yorkville 800 Game FaiYn Rd. Yorkville,IL 60560 Dear Traci and Bart: Enclosed, please find the following forms for your review. I will call next week after you have had a chance to review them. UTILITY AUDIT AGREEMENT(ALONG WITH ADDENDUM A)—This form is signed and dated with the original.to CRC,along with a cheek for the set-up-charges. The telephone set-up charge includes basic monthly telephone service, long distance and cellular,if applicable. The term of agreement for cost reductions is 60 months. During this period we consult with. you to monitor your accounts for overcharges. If you receive a.questionable bill, either unusually high or unusually low, we will researchit and let you know why. LETTER OF AGENCY AUTHORIZATION--This form is copied and signed on company letterhead for each vendor. This letter is necessary because we cannot discuss your bills with the telephone or utility companies unless we file this form. We will fillout the account. numbers for you from your bills. CLIENT TASK LIST—This is for your information in helping you get together the information needed for the audit. With an audit performed by CRC,you will have the confidence in knowing that you are paying the lowest cost and you will be able to better manage, plan and control costs. Thank you, Daniel P. Tang Director From 618 656 2968 to 630 553 7575 at 6/10/200.3 11:02 AM 003/006' COST as Boone Hills Drive RECOVERY St, Peters,Missouri 63376-2409 TEL'636-939-4838 CORPORATION FAX:636-447-6064 UTILITY AUDIT AGREEMENT This AGREEMENT dated is made between COST RECOVERY CORPORATION(herein called CRC),and (herein called.CLIENT)_ CLIENT engages CRC under the following conditions. CRC agrees to conduct a UTILITY REFUND SURVEY by analyzing CLIENT'S utility bills. The object is to obtain refunds, credits and/or cost reductions for all billing errors or service discrepancies. CLIENT agrees to compensate CRC as:follows: Forrefunds or credits,the fee is 50%of all refunds or credits that result from the survey and. CRC efforts. The fee is payable within 10 days of receipt by CLIENT of these refunds or credits. If CLIENT does not receive any refunds,credits,or reductions in monthly costs,there will be NO FEE due to CRC. Where there is a reduction in the CLIENT'S Monthly Costs,the fee will be 50%of the reduction for a period of 60 months or will terminate earlier when CLIENT no longer realizes cost reductions due to CRC efforts. Fees will start with the first month's billing that. reflects the reduction. CLIENT has final authority over the way cost reductions are calculated. CLIENT will pay a.set-up.charge in the amount of$ to CRC prior to initiation of the audit process. Set-up charge is credited toward CRC fees on recovery;, CLIENT: ADDRESS: CITY/ST/ZIP: COST RECOVERY CORPORATION ACCEPTANCE Signed: Title: Vice President CLIENT ACCEPTANCE Signed: Title: From 618 656 2968 to 630 55.3 7575 at 6./10/2Q03 :1:1:Q2 AM 004/006.. COST 88 Boone.HiIls Drive RECOVERY St, Peters,Missouri 63378-2409 TEL..636-939-4838 :CORPORATION 688-447-8084 ADDENDUM A: Set-up ChargesfOr UTILITIES,TO LOCATION BE AUDITED SET-UP CHARGE. TOTAL Set-up charges are credited toward contingency fees earned: From 618 656 2968 to 630 553 7575 at 6/10/2003 11:02 AM 005/006 Letter of Agency Authorization Date: TO WHOM IT MAY CONCERN: This letter authorizes COST RECOVERY CORPORATION to acton our behalf as our Communications and Utility Consultant Agent for the following,accounts: Account No: Upon their request,please provide them with whatever information is needed concerning our Telephone, Communications,or Utility Services. This Authorization is in effect until rescinded in writing. The Agent is authorized to have unrestricted access to all our records,including copies thereof; obtain billing information; negotiate refunds and/or credits that will be refunded or credited directly to us; and effect permanent.monthly cost reductions on our behalf. Your assistance and cooperation with the Agent will be greatly appreciated. Respectfully yours, By: Title: Signed:. From 618 656 2968 to 630 553 7575 at 6/10/2003 11 :02 AM 006/006' COST 88 Boone Hills.Drive. RECOVERY St. Peters„Missouri 63376-2409 TEL' 636-939-483$ CORPORATION FAX:636-447-6064 CLIENT TASK LIST In order for Cost Recovery Corporation to provide you with the benefits of refunds,credits or cost reductions from the audits of your bills,there are only a few tasks that you need to complete. These are identified for each area below. TASK For all Utilities except telephone: 1. Give CRC copies of the past 12 months' bills. 2, Tell us about your business and any changes during the audit period that may have affected usage. For Telephone: 1. Give CRC copies of three recent months'telephone, cellular and long distance bills as applicable, If you:'have any questions,please call CRC at(636) 939-4838. We prepare complete documentation of all refund requests and cost reduction actionsand are available to explain the findings in detail and to help you negotiate the maximum benefits with the Utility Companies. Are your utility and telephone bills It is the customer's responsibility to About us: correct? find utility billing errors and get Are you being overcharged for them corrected. Cost Recovery Corporation, established common area maintenance? State regulators allow utilities to put the in 1991, has found our clients over burden on you. Cost Recovery Corpora- $2,000,000 in refunds and cost reduc- tion can help you reduce costs by doing an tions. audit of your utility bills, telephone bills Seven out of ten companies are losing and CAM charges. We will find billing er- We are: money because they are being incorrectly rors, rate reductions and other opportunities billed for utility and telephone services. to save you money. Using our knowledge Professional: CRC is comprised of Errors in billing and application of lease of rates, codes, tariffs, regulations and bill- knowledgeable individuals who work terms cost lessees thousands of dollars. ing procedures, we analyze your bills to well with people at all levels within identify overcharges and other areas of cost your organization and with your • Incorrect readings, defective meters and reduction. We document the benefits, nego- service providers. complicated tariffs cause overcharges tiate the refunds and ensure you receive Confidential: Information we obtain for gas, electric, water and sewer ser- your money. Refunds and credits are about your organization always remains vices. sent directly to you. confidential. Reliable: We do what we say we will • There are high error rates in billing for There is no fee if we cannot save do, report in full to you and get the job basic monthly and cellular telephone you money. services. Once a billing error occurs, it done in a timely manner. continues until identified and corrected. We find billing errors and cost reductions for the majority of our clients. We work on Available: We keep you informed of a contingency fee basis with a small set-up our progress and will respond promptly • Incorrect billing for common area charge, which is credited towards fees to any questions or concerns. maintenance(CAM) expenses and in- accurate application of lease terms cost earned. We get a percentage of the actual commercial property lessees thousands cost reductions, refunds and credits. Our of dollars each year. fee is directly tied to actual results. Who can benefit from NOTES Find out how much our service? you are being • Manufacturing overcharged for... • Distribution • Electric/Gas • Retail • Water/Sewer • Restaurants • Telephone • Convenience Stores • Cellular • Apartments/Condos • Lease CAM Charges • State and Local And let us help you stop! Government • Private and Public Schools • Charitable Organizations COST • Churches RECOVERY • Recreation/Entertainment CORPORATION • Hospitality Call us today and find Utility, Telephone & Lease out how we can benefit Consultants you. 88 Boone Hills Drive St. Peters, Missouri 63376-2409 Cost Recovery Corporation 636-939-4838 636-939-4838 ACCURATE CONSULTING LTD. Relentlessly searching for the lowest Commonwealth Edison rates for our municipal clients. 417 Cherry Creek Lane Suite 250 Prospect Hts, IL 60070 Tel:(847)392-9300 Fax:(847)392-9303 February 5, 2003 Traci Pleckham Finance Director City of Yorkville 800 Game Farm Rd. Yorkville, Illinois 60560 Dear Traci, It was a pleasure meeting you and learning more about the City's operations. I am confident that savings of$1,600 per month are immediately available to the City's Commonwealth Edison costs. We are proud of our extensive coverage within the local government market. Our client list includes 100 northern Illinois local governments. This extensive coverage allows us to be confident of our abilities to achieve the savings in the City's Commonwealth Edison charges. We will be able to accomplish this with no changes to your operations. Nor do we require the City to move from Commonwealth Edison to another supplier. I also wanted to remind you that you are not obligated to remain on our new rates throughout the life of our Agreement. The City is free to move to a lower rate or another provider at any time. Should you do so, all compensation to AccuRate would immediately cease. This provision allows the City to take advantage of the most competitive pricing at any time in the future. I look forward to working with the City to reduce your Commonwealth Edison costs. It is our intention to provide the City with additional funds to enhance your existing facilities or services. incerely, David A. Hoover Managing Director DAH/mbs ACCURATE CONSULTING LTD. Relentlessly searching for the lowest Commonwealth Edison rates for our municipal clients. January 15, 2003 Traci Pleckham Finance Director City of Yorkville 800 Game Farm Road Yorkville, Illinois 60560 Dear Traci, I am following up on our recent phone conversation. Enclosed you will find a flashlight, which is a symbol of our relentless search for the lowest Commonwealth Edison rates for our clients. Over the 12 months alone, we have saved our 100 government clients $1,000,000 in electric charges. We achieved these savings by moving certain facilities to lower billing rates with Commonwealth Edison. Our typical government client is now paying $12,500 less annually for their CornEd service. As your facilities are similar to our other clients, we are confident that these savings are also available to you. We do not require you to move to a new electric supplier. Nor do we involve ourselves in energy conservation issues. No change to your operation is required to achieve these savings; we simply move your accounts to the most favorable of the 56 billing rates and riders. • Your approval is required before any changes are made to your accounts. • We charge no up-front fee and there are no out of pocket costs. Our compensation is based upon a percentage of the savings achieved and paid as the savings are realized. • You are not required to stay on our "new" rates. Should you find a more attractive rate or supplier, you are free to move and our compensation will cease immediately. • Should the savings cease during our compensation period for any reason, our compensation will immediately cease. I will be contacting you in the next few days to determine how you would like to proceed. It is our hope that these savings will allow you to further enhance your existing facilities and services. 'ncerely, David A. Hoover Managing Director DAH/mbs 417 Cherry Creek Lane Suite 250 Prospect Hts, IL 60070 Tel: (847) 392-9300 Fax: (847) 392-9303 GOVERNMENT CLIENT LIST ACCURATE CONSULTING, LTD (formerly Glenview Utility Bill Auditors) Antioch HS Dist 107 Village of Glendale Hts. Village of Oak Brook Village of Barrington Village of Glen Ellyn City of Oak Forest Bartlett Park District Village of Glencoe Village of Oak Park Village of Bedford Park Village of Glenwood Village of Olympia Fields Village of Beecher Village of Gurnee Village of Orland Park City of Belvidere Village of Hampshire Village of Palatine Bensenville Park District Village of Harvard Village of Park Forest Bolingbrook Park District Village of Hazelcrest Plainfield Park District Calumet City Park District Hickory Hills Park District City of Rolling Meadows Village of Carol Stream Hoffman Estates Park District Village of River Grove Village of Carpentersville Village of Homewood Village of Round Lake Cary Park District Village of Itasca Round Lake Park District Central Lake Co. JAWA Lake in the Hills San. District Salt Creek Park District City of Chicago Heights Village of Lake Zurich Village of Schiller Park . Clarendon Hills Park District Libertyville School Dist. # 70 Village of South Holland Village of Crete Village of Lindenhurst Village of Villa Park Deerfield Park District Lisle Park District Wauconda Park District Dolton Park District Lisle Woodridge Fire District Waukegan Park District Downers Grove Park District Lockport Fire District City of West Chicago DU-COMM Lockport Park District West Chicago Park District Dundee Twp. Park District Lombard Park District Village of West Dundee DuPage Co. Forest Preserve Village of Lyons West Dundee Park District Village of East Hazelcrest Village of Manhattan Westmont Park District Elk Grove Park District Village of Manteno City of Wheaton Elmhurst Park District City of Marengo Wheaton Park District Emmons School District Village of McCook Wheeling Park District Village of Evergreen Park Memorial Park District City of Wilmington Village of Flossmoor Village of Minooka Winthrop Harbor School Dist. Village of Frankfort Mt. Prospect Park District Wood Dale Park District Frankfort Park District Village of Mokena Village of Woodridge Village of Forest Park Mokena Park District Woodridge Park District Foss Park District Mundelein Park District Zion School District#6 Village of Fox Lake Village of Mundelein Zion Park District Glenbard Wastewater Authority UTILITY BILL AUDITING WHAT IS IT? An audit of existing utility billing rates, terms and metering to determine if lower rates or terms are available (from existing carriers). All changes are guaranteed to be transparent to your operations. WHICH UTILITIES? Electricity • Natural Gas • Local Telephone PURPOSE? To free up Village monies for new expenditures or ongoing programs. No SURPRISES! The Village must approve all recommendations before we implement them. COST? No up-front fees or out of pocket costs. Our fee is 50% of the savings (due solely from our audit) for 5 years. If the savings cease for any reason, compensation to AccuRate also ceases. WHAT HAPPENS The lower billing rates and terms will remain in effect and the AFTER 5 YEARS? Village will enjoy 100% of the savings. WHAT ABOUT The Village is not required to stay on our recommended DEREGULATION? rates. You are free to take advantage of any lower rates or new providers in the future. At that time, all compensation to AccuRate would cease. CLIENTS Orland Park • Woodridge • Lockport Park Dist. • Mokena (partial) Frankfort • Bolingbrook Park Dist. • Plainfield Park Dist. Minooka • Shorewood • West Chicago • Warrenville Wheaton • Chicago Heights • Manhattan • Wilmington ACCURATE CONSULTING, LTD. • 417 Cherry Creek Lane • Prospect Hts, IL 60070 ACCURATE CONSULTING, LTD. 417 Cherry Creek Lane Suite 250 Prospect Hts, Illinois 60070 AccuRate Consulting, Ltd. agrees to conduct a Utility Audit by analyzing your Telephone, Electricity, and/or Gas billings and records. We agree to seek refunds and/or credits for billing errors and overcharges, in addition to rate reductions. We will in a Cost Savings Program, identify actions that are GUARANTEED to be completely transparent to your business operations and imperceptible in any fashion except in the form of reduced billings. YOU WILL THEN HAVE THE OPTION TO CHOOSE WHICH, IF ANY, OF THE RECOMMENDED ACTIONS YOU WANT US TO IMPLEMENT. (However, if you later implement during the next 60 months any recommended action that you declined from our Cost Savings Program, we are entitled to our share of the savings over the following 60 months, as outlined below.) For refunds or credits, from any utility company, the fee is fifty (50)% of the refunds and/or credits that result SOLELY from our audit. This fee is payable upon receipt of the refund or credit. The fee for the Cost Savings Program is fifty (50)% of the savings due SOLELY from our recommendations demonstrated over the 60 month period following the implementation of the Program, payable within twenty five (25) days of each monthly invoice. All savings after this 60 month period will accrue to the sole benefit of the client. IF YOU DO NOT RECEIVE A REFUND, CREDIT OR EXPENSE REDUCTION, THERE WILL BE NO FEE FOR OUR SERVICE. SHOULD THE SAVINGS FROM OUR COST SAVINGS PROGRAM CEASE DURING THE TERM OF THIS AGREEMENT FOR ANY REASON, COMPENSATION TO US WILL LIKEWISE CEASE. The following actions have been considered by the client and should be excluded as a fee item under the Cost Savings Program: Should you fail to pay any fee or part thereof when due, we are entitled to recover all costs of litigation including reasonable attorneys fees for all efforts to collect the audit fees. This agreement is controlled by the laws and exclusive jurisdiction of the state of Illinois. During the two months following the date of this Agreement or until the date when the Cost Savings Program is presented, whichever is sooner, should any inhouse review or any vendor, business, or entity conduct any analysis or audit, we are still entitled to the fifty (50)% fee produced by the Cost Savings Program, credits or refunds. This agreement constitutes our entire and complete agreement between us and replaces all previous written or verbal agreements. AccuRate Consulting, Ltd. ACCEPTED AND APPROVED, BY TITLE CLIENT DATE ADDRESS CITY, STATE Accountants&Management Consultants PTWPTW&Co. Phone:630 574 1040 2221 Camden Court,Suite 300 fax:630'574.8313 Oak Brook,Illinois 60523 Web:www.ptwcpa.com June 1, 2003 Ms. Traci Pleckham Finance Director City of Yorkville 800 Game Farm Road Yorkville, IL 60560-9999 Dear Ms. Pleckham: Effective June 1, 2003, FPT&W, Ltd. changed its name to PTW & Co. We will continue to provide the same superior service on which we have built our reputation. Our services include: • Audit • Accounting Outsourcing • Financial Advisory • Internal Audit • Business Services • Rate Studies • Program Management Office • Treasury Management Thank you for being one of our valued customers and we look forward to continuing our relationship with you. Sincerely, PTW & Co. Bert Nuehring James Pandolfi Stephen Topolski Greg Wass John Weber Partner Partner Partner Principal Partner Chicago•Oak Brook•Springfield•New York•Indiana PROJECT FINANCIAL TRACKING WORKSHEET PROJECT&DEVELOPER PROJECT SIZE CONCEPT ANNEX. REZONE PRELIM.PLAN P.U.D. ADMIN FEE FINAL PLAT ENG REVIEW EEI DEPOSIT LGL DEPOSIT FLOOD STUDY IMPACT STUDY MISC.FEES COMMENTS/STATUS 1 Ravine Woods:Bowman Prop.,Inland 18 lots on 32 acres $250.00 1.5 mile review approved 1 2 Bristol Club:Lay-Corn 104 sfd $1,746.50 $200.00 $500.00 $9,482.50 $5,000.00 Preliminary Plan pending County review 2 3 Caledonia:Inland 85.296 acres $500.00 $500.00 Inv.20k,not rcd $5,000.00 $7,500.00 Preliminary Plat;5-14-03 Plan Commission 3 4 Cannonball Run Plaza:Jim Ratos 8 commercial lots 4 5 Carrvilla:Kurt and Pat Karr Property 9.24 acres $250.00 Approved 11/12/02 City Council 5 6 Cimarron Ridge:Conover Bldrs. 29 sfd,42 dup.,9.9 A comm. 70%built out 6 7 Country Hills:Dennis Dwyer 84 sfd $27,687.52 Ph2$500.00 60%built out 7 8 Deere Crossing:B&B Land Developm't 18 lots on 37 acres 1.5 mile review approved 8 9 Fields of Farm Colony:Inland 160 lots on 281 acres $500.00 County Subdivision 9 10 Fifth Third Bank-Tucker Rte 34&Marketplace 10 11 Fisher Property/TBD:Kimball Homes COUNTY-405 sfd on 308 Acres $500.00 $3,200.00 $250.00 $500.00 $500.00 $20,000.00 $5,000.00 $10,500.00 5K flow meter Annex,Zoning,PUD,Prelim.Plat;5-14-03 Plan Comm. 11 12 Foxfield's 2nd Add.:Barry Niles 3.44 acres,R-2 Zoned 12 13 Fox Highlands:Frontier Land Grp. 33 sfd,84 town.,6 duplexes $2950.Ann ex&Rezone $500.00 $500.00 $40,025.02 $500.00 $11,050.00 $5,000.00 30%built out 13 14 Fox Hill:Dresden 222 sfd,144 town.,32 duplexes U4,U6$500 Ea 90%built out 14 15 Fox Hill:DCI,Unit 7 $500.00 $5,000.00 Final Plat;90%built out 15 16 Fox Hill:Primus,Unit 5 $500.00 $2,390.00 90%built out 16 17 Fox Mill Landing:JCPC Corp. 20 residential units $1074.25 Due $1,000.00 $1686.84 Due Admin,Inspection Fees due prior to C.O. 17 18 Fox River Bluffs:Inland COUNTY-141 sfd,302.6 Acres $250.00 Concept,1.5 mi review approved;Annex&Rezone 18 19 Grande Reserve:MPI 1127.3 acres 1324 sfd,394 dup.,632 town.,300 apts $11,473.00 _ $500.00 $20k Due $5,000.00 $15,000.00 $35k h2o lmpr./$24.6k Traffic/$50k h2o Tank Annexation,Zoning Approved;5-15-03 EDC 19 20 Greenbriar:Ron Wehrli Develop. 152 sfd,9 duplexes Ph 4$471.36 $500.00 Ph 4$336.68 90%built out 20 21 Heartland Circle 250 sfd $1,280.00 $500.00 $8,200.00 $5,000.00 Final Plat Review 21 22 Heartland Subdivision 186 sfd $250.00 $500.00 $500.00 $34+k U1;$23+k U2,3 Ph1,2,3$500ea $4590 Unit1 55%built out 22 23 The Highlands:Wyndham Deerpoint 404 sfd,238 dup.,320 acres $500.00 $500.00 $11,050.00 $11,050.00 $5,000.00 $24k h2o system needs/$96k Hyd.Interceptor Final Plat Review;6-11-03 Plan Commission 23 24 Hopkin's Comer:S&K Development 87 townhomes $570.00 $500.00 $500.00 $2,000.00 $5,000.00 Annex,Zoning,PUD;5-15-03 EDC 24 25 Inland Office Building:Inland $500.00 $400.00 25 26 Inland Senior Apartments:New Directions 3.48 acres $250.00 $2,500.00 $2,500.00 $250 Special Use 26 27 Kylyn's Crossing(Cannonball Hill) $360.00 $500.00 $500.00 27 28 Kylyn's Crossing West:(CanEst)AMG 111 sfd $15,253.45 $500.00 $5,000.00 95%built out 28 29 Kylyn's Ridge:AMG Homes 120 sfd $500.00 $963.13 $500.00 26731.97 Unit 1 $500.00 19094 Unit 1 $10,000.00 $5,000.00 $8,835.00 $42,735.00:U1 W/S Recapture Final Plat Phase I approved 29 30 Laniosz Garden Center:Dan Laniosz $250.00 1.5 mile review approved 30 31 Lo Destro Dental Center residential-to-office $200.00 $400.00 $1,000.00 31 32 Longford Lakes:Montalbano Homes 11 bldgs,62 apts on 13.6 acres $10,897.42 $500.00 $2,432.50 $5,000.00 $9300 Dev.Fee:62 Units x$150 each Final Plat approved 32 33 Maple Grove Sub.:Ron Tucek 30 lots on 51.2 acres $250.00 1.5 mile review approved 33 35 Menards:Menard,Inc. commercial development $151,912.60 waived $5,000.00 Complete 35 36 Menards Residential:Menard,Inc. 142.2 acres:174 sfd,268 mfd $500.00 $885.00 $887.00 $500.00 $5,000.00 Annex,PUD;5-27-03 City Council 36 37 Northgate:Inland 86 acres:59 town,184 mfd,32 A.comm. $1,060.00 $500.00 $4,450.00 $5,000.00 Annex/PUD approved 9/24/02 City Council 37 38 Prairie Gardens:Windham Homes 56 sfd,6 Commercial,24.205 Acres $433.80 $200.00 $500.00 $500.00 $23,618.08 $500.00 $2,919.00 $5,000.00 50%built out 38 39 Pride Pantry service station WITHDRAWN 39 40 Reserve at Fox River Apts:Brisben 132 apts $5k Sanitary Flow Meters Deposit 40 41 River's Edge:S&K Development 166 sfd $1,164.00 $200.00 $500.00 $500.00 $73,031.14 Ph.2$500.00 $4,731.91 $5,000.00 35%built out 41 42 Rose Hill:Property Concepts COUNTY-57 units on 98 acres $250.00 1.5 mile review approved 42 43 Runge Property:Ken Neumann 150 acres commercial wiaved Concept Plan,review fees waived per Art. 43 44 Savitski Site:Savitski $508.00 44 45 Senior Apts:New Directions Housing 6-11-03 Plan Commission 45 46 Suburban Terrace Apts:Pilmer Trust 46 47 Sunflower Estates Unit 1:Inland 117 sfd total $10,758.25 $35,826.21 Ph.1,2 W/S Recapture Fees 47 48 Sunflower Estates Unit 2:Inland 117 sfd total $18,841.58 $500.00 Project totals 40%built out 48 49 Sunflower Estates Unit 3:Inland 117 sfd total $9,903.43 $500.00 $2,664.50 $28,076.72 River Xing:$10237.50;W/S Reca:$17839.22 49 50 Town Crossing:Rehannah Enterprises $1,491.43 $1,200.00 $2,500.00 $4,792.96 County Reca:$2173.55;Can.Trl Reca:$2619.41 50 51 Valentine Prop.:Chris Valentine Rental Center,total 16 acres waived waived waive Annex,Lgl.Deposit;Site Plan Pending 51 52 Walgreen's:G&H Developers commercial development $1,491.43 $1,040.00 $2,500.00 Refund of Dev.Deposit 12/10/02 52 53 Wendy's commercial development • Complete 53 , 54 Westbury Village:Ocean Atlantic 337 sfd,585 mfd;300acres,20ac Comm $500.00 $780.00 $3,150.00 $500.00 $10,000.00 $5,000.00 $25,000.00 Annex,PUD 54 .. _ Jennifer Woodrick May 16, 20 3 PROJECT FINANCIAL TRACKING WORKSHEET PROJECT&DEVELOPER PROJECT SIZE CONCEPT ANNEX. REZONE PRELIM.PLAN P.U.D. ADMIN FEE FINAL PLAT ENG REVIEW EEI DEPOSIT LGL DEPOSIT FLOOD STUDY IMPACT STUDY MISC.FEES COMMENTS/STATUS 55 White Oaks:Crestview Builders 82-87 sfd Ph4$7413.49 90%built out 55 56 Wildwood:Fox Valley Farms Partn. 37 sfd 60%built out 56 57 Windett Ridge-Wiseman Hughes 163 acres:283 sfd,5.5 acres Comm. $500.00 $500.00 $500.00 $20,000.00 $5,000.00 $42k:Hydraulic Ave.Interceptor Final Plat Review;6-11-03 Plan Commission 57 58 Woodworth Estates:Woodworth Dev. $500.00 $2,000.00 58 59 YBC Unit 1:Inland $2,385.00 $500.00 $2,109.00 $2,500.00 Complete 59 60 YBC Unit 2:Inland $2,806.50 $500.00 $2,040.50 under construction 60 61 YBC Unit 3:Inland $500.00 $3,042.50 under construction 61 62 YMP/Jewel:Tucker Development commercial development $500.00 $34,836.26 $800.00 $5,000.00 under construction 62 63 York Meadows Apts:York Meadows 96 apts $5,130.42 $2,100.00 $2,500.00 30%built out 63 64 Yorkville National Bank Countryside Facility 64 Jennifer Woodrick May 16, 2003 DRAFT ORDINANCE NO. 2003- AN ORDINANCE ESTABLISHING UNITED CITY OF YORKVILLE SPECIAL SERVICE AREA NUMBER 2003-101 (WINDETT RIDGE) BE IT ORDAINED BY THE CITY COUNCIL OF THE UNITED CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS, AS FOLLOWS: Section 1. Authority. The United City of Yorkville (the "City") is authorized, pursuant to Article VII, Section 7(6) of the Constitution of the State of Illinois, and pursuant to the provisions of the Illinois Special Service Area Tax Law, 35 ILCS 200/27-5 et seq. (the "Act"), to establish special service areas for the provision of special governmental services in portions of the City and to levy or impose a special tax and to issue bonds for the provision of such special services. Section 2. Findings. (a) The question of establishment of the area hereinafter described as a special service area (the "Special Service Area") was considered by the City Council of the City pursuant to "An Ordinance Proposing the Establishment of Special Service Area Number 2003-101 (Windett Ridge) in the United City of Yorkville and Providing for Other Procedures in Connection Therewith,"being Ordinance No. 2003-26, adopted on April 22, 2003. The establishment of the Area was considered at a public hearing commenced on July 8, 2003, and finally adjourned on July 8, 2003 (the "Public Hearing"). The Public Hearing was held pursuant to notice duly published in the Kendall County Record, a newspaper of general circulation within the City, on June 19, 2003, which was at least fifteen (15) days prior to the Public Hearing, and also pursuant to notice by mail addressed to the person or persons in whose name the general taxes for the last preceding year were paid on each lot, block, tract or parcel of land lying within the Area. Said notice by mail was given by depositing said notice in the United States mail not less than ten (10) days prior to the date set for the Public Hearing. In the event taxes for the last preceding year were not paid, said notice was sent to the person last listed on the tax rolls prior to that year as the owner of said property. A certificate of publication of notice and evidence of mailing of notice are attached to this Ordinance as Exhibit A and Exhibit B, respectively. Said notices conform in all respects to the requirements of the Act. (b) At the Public Hearing, all interested persons were given an opportunity to be heard on the question of the issuance of bonds to finance a part of the cost of engineering, 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, equestrian paths and related street improvements, and equipment and materials necessary for the maintenance thereof, landscaping, wetland mitigation and tree installation, costs for land and easement acquisitions relating to any of the foregoing improvements, required tap-on and related fees for water or sanitary sewer services and other eligible costs (collectively, the "Improvements"), on the question of the conditions for participating in the Special Service Area as more particularly set forth herein, and on the question of the retirement of said bonds as due from time to time by a levy of a tax on real property within the Area. (c) After considering the data as presented to the City Council of the City and at the Public Hearing, the City Council of the City finds that it is in the best interests of the City and of the residents and property owners of the United City of Yorkville Special Service Area Number 2003-100 that the Special Service Area, as hereinafter described,be established. (d) More than 60 days have passed since the final adjournment of the Public Hearing, and no petition objecting to the creation of the Special Service Area, the levy of the Special Tax as herein described or the issuance of bonds has been filed with the City Clerk. (e) The Special Service Area is compact and contiguous as required by the Act. (f) An annual special tax based upon a special tax roll levied against each residential lot and each parcel in the Special Service Area as herein described does not exceed the tax rate or method proposed in the notice of public hearing referred to herein and such special tax, taking into account the direct and indirect special service benefits to current and future owners of property within the Special Service Area, bears a rational relationship between the amount of tax levied against each lot, block, tract and parcel of land in the Special Service Area and the special service benefit conferred. (g) It is in the best interests of the City that the Special Service Area be created for the financing of the Improvements within the Special Service Area, that the Improvements be financed by the sale of bonds, and that taxes be levied on real property within the Special Service Area to retire the bonds and to cover costs and expenses connected with the financing of the Improvements within the Special Service Area. (h) It is in the best interests of the United City of Yorkville Special Service Area Number 2003-100 that the furnishing of the Improvements proposed be considered for the common interests of the Special Service Area and that the Special Service Area will benefit specially from the Improvements. Section 3. United City of Yorkville Special Service Area Number 2003-101 (Windett Ridge) Established. A special service area to be known and designated as "United City of Yorkville Special Service Area Number 2003-101 (Windett Ridge)" is hereby established and shall consist of the contiguous territory legally described in Exhibit C hereto, and outlined on the map of a portion of the City attached as Exhibit D hereto, which description and map are by this reference incorporated herein and made a part hereof. Section 4. Purpose of Area. United City of Yorkville Special Service Area Number 2003-101 (Windett Ridge) is established to provide special services to the Special Service Area in addition to services provided in the City generally. United City of Yorkville Special Service Area Number 2003-100 is also created so that bonds may be issued for the purposes aforesaid (the "Bonds"), payable from taxes levied on real property in the Special Service Area in accordance with the special tax roll established by this Ordinance. Such taxes shall be levied in addition to all other City taxes so levied, provided no Bonds shall be issued in excess of the 2 principal amount of$15,000,000 or at an interest rate to exceed the greater of nine percent (9%) per annum or 125% of the rate for the most recent date shown in the 20 G.O. Bonds Index of average municipal bond yields as published in the most recent edition of The Bond Buyer, published in New York, New York, at the time the contract is made for the sale of the Bonds and the Bonds shall mature within not more than forty (40) years from their date. Section 5. Special Tax Roll for Bond Retirement. In lieu of an ad valorem tax to be levied and extended for the payment of principal of and interest on any Bonds issued on behalf of the Special Service Area, a special tax roll is hereby established. Such special tax roll shall be used only for levying and extending taxes for the payment of principal of and interest on any Bonds issued for the purposes set forth in Section Four hereof and the administration and maintenance of the Special Service Area. The description of the special tax roll shall be as set forth in the "United City of Yorkville Special Service Area Number 2003-101 (Windett Ridge) Rate and Method of Levying Special Taxes" substantially in the form attached as Exhibit E hereto, which description is by this reference incorporated herein and made a part hereof. Section 6. Supercede Conflicting Ordinance. All ordinances or parts of ordinances in conflict with the provisions of this ordinance are repealed to the extent of such conflict. Section 7. Effective Date. This Ordinance shall be in full force and effect from and after its passage and approval in the manner provided by law. PASSED BY THE CITY COUNCIL OF THE UNITED CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS this day of , 2003. PAUL JAMES MARTY MUNNS RICHARD STICKA WANDA O'HARE VALERIE BURD ROSE SPEARS LARRY KOT JOSEPH BESCO PASSED AND APPROVED this day of , 2003. Mayor ATTEST: City Clerk [SEAL] 3 A ♦ Exhibit E Rate and Method of Levying Special Taxes 011.529577.1 11111DRAFT TRUST INDENTURE Between UNITED CITY OF YORKVILLE, ILLINOIS and BNY MIDWEST TRUST COMPANY, as Trustee Dated as of , 2003 UNITED CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS SPECIAL SERVICE AREA NUMBER 2003-101 (WINDETT RIDGE) SPECIAL TAX BONDS, SERIES 2003 (WINDETT RIDGE PROJECT) Table of Contents Page ARTICLE I STATUTORY AUTHORITY AND DEFINITIONS 3 Section 1.1 Authority for this Indenture. 3 Section 1.2 Agreement for Benefit of Owners of Bonds. 3 Section 1.3 Definitions 3 ARTICLE II BOND DETAILS 10 Section 2.1 Purpose of Issuance; Amount of Bonds 10 Section 2.2 Form; Denominations; Numbers 11 Section 2.3 Date of Bonds; CUSIP Identification Numbers. 11 Section 2.4 Maturities; Interest Rates. 11 Section 2.5 Interest 11 Section 2.6 Form of Bonds; Execution; Authentication. 12 Section 2.7 Payment of Bonds. 12 Section 2.8 Appointment of Trustee. 12 Section 2.9 Registration of Bonds; Persons Treated as Owners. 12 Section 2.10 Global Form; Securities Depository. 13 ARTICLE III RESERVED 14 ARTICLE IV REDEMPTION OF BONDS 15 Section 4.1 Mandatory Sinking Fund Redemption 15 Section 4.2 Optional Redemption. 15 Section 4.3 Mandatory Redemption Upon Condemnation, Completion Date and Change in Density. 16 Section 4.4 Special Mandatory Redemption from Optional Prepayment of Special Taxes. 17 Section 4.5 Redemption Provisions;Notice of Redemption. 17 Section 4.6 Purchase in Lieu of Redemption 18 ARTICLE V APPLICATION OF PROCEEDS 18 Section 5.1 Application of Proceeds. 18 ARTICLE VI SECURITY FOR THE BONDS 19 Section 6.1 Limited Obligations. 19 Section 6.2 Levy of Special Taxes 19 ARTICLE VII FUNDS AND ACCOUNTS 20 Section 7.1 Bond and Interest Fund. 20 Section 7.2 Reserve Fund. 22 Section 7.3 Improvement Fund. 22 Section 7.4 Administrative Expense Fund 23 Section 7.5 Rebate Fund. 23 Section 7.6 Investment of Funds 23 ARTICLE VIII COVENANTS AND AGREEMENTS OF THE CITY 24 Section 8.1 Tax Covenants. 24 Section 8.2 Levy and Collection of Taxes. 25 Section 8.3 Proper Books and Records. 26 Section 8.4 Against Encumbrances 26 Section 8.5 No Continuing Disclosure Undertaking 26 Section 8.6 Additional Information. 26 Section 8.7 Public Infrastructure Agreement 26 ARTICLE IX DEFAULTS AND REMEDIES 27 Section 9.1 Events of Default. 27 Section 9.2 Remedies. 28 Section 9.3 Notice of Default 28 Section 9.4 Termination of Proceedings by Trustee. 28 Section 9.5 Right of Bondholders to Control Proceedings. 28 Section 9.6 Right of Bondholders to Institute Suit. 29 Section 9.7 Suits by Trustee 29 Section 9.8 Remedies Cumulative. 29 Section 9.9 Waiver of Default. 29 Section 9.10 Application of Moneys After Default. 30 ARTICLE X TRUSTEE 31 Section 10.1 Appointment of the Trustee. 31 Section 10.2 Performance of Duties. 31 Section 10.3 Instruments Upon Which Trustee May Rely. 32 Section 10.4 Trustee not Responsible for Recitals and Other Matters. 33 Section 10.5 Trustee May Acquire Bonds. 33 Section 10.6 Qualification of Trustee. 33 Section 10.7 Resignation or Removal of Trustee and Appointment of Successor. 33 Section 10.8 Concerning the Successor Trustee. 34 Section 10.9 Monthly Statements. 35 ARTICLE XI SUPPLEMENTAL INDENTURES 36 Section 11.1 Supplemental Indentures Not Requiring Consent of Bondholders 36 Section 11.2 Supplemental Indentures Requiring Consent of Bondholders 37 Section 11.3 Supplemental Indenture to Modify this Indenture. 37 Section 11.4 Trustee May Rely Upon Opinion of Counsel Re: Supplemental Indenture. 38 Section 11.5 Notation 38 Section 11.6 Opinion of Bond Counsel. 38 ARTICLE XII DEFEASANCE 38 Section 12.1 Defeasance. 38 ii ARTICLE XIII MISCELLANEOUS 40 Section 13.1 Severability. 40 Section 13.2 Notices. 40 Section 13.3 Holidays. 41 Section 13.4 Execution of Counterparts. 41 Section 13.5 Applicable Law. 41 Section 13.6 Immunity of Officers, Employees, Elected Officials of the City. 41 EXHIBITS Exhibit A Legal Description of Special Service Area Exhibit B Form of Bond Exhibit C Form of Satisfaction of Tax Lien Exhibit D Form of Disbursement Request Exhibit E Form of Continuing Disclosure Agreement iii TRUST INDENTURE THIS TRUST INDENTURE (the "Indenture" is made and entered into as of 2003, by and between the United City of Yorkville, Illinois, a municipal corporation organized and existing under and by virtue of the Constitution and laws of the State of Illinois (the "City"), and BNY Midwest Trust Company, an Illinois trust company, as Trustee (the "Trustee"). WITNESSETH: WHEREAS, by Ordinance No. adopted on , 2003 (the "Establishing Ordinance") the City has established the "United City of Yorkville Special Service Area Number 2003-101 (Windett Ridge)" as further described in Exhibit A to this Indenture (the "Special Service Area"); and WHEREAS, pursuant to Ordinance No. adopted on , 2003 (the "Bond Ordinance") and pursuant to the Special Service Area Tax Law, 35 ILCS 200/27-5 et seq. (the "Special Service Area Act") it was determined in the best interests of the City to issue $ principal amount of the United City of Yorkville Special Service Area Number 2003-101 Special Tax Bonds, Series 2003 (Windett Ridge Project) (the "Bonds") for the purpose of providing a portion of the funds needed for costs of the Special Services (defined below); and WHEREAS, the Bond Ordinance authorized the Mayor and City Clerk to establish certain specific terms of the Bonds by executing and delivering a Bond Purchase Agreement with the Purchaser (defined below); and WHEREAS, pursuant to the terms so established the City will issue $ principal amount of Bonds upon the terms specified in this Indenture; and WHEREAS, it is in the public interest and for the benefit of the City, the Special Service Area and the owners of the Bonds that the City enter into this Indenture to provide for the issuance of the Bonds, the disbursement of proceeds of the Bonds, the deposit of the special taxes levied pursuant to the Bond Ordinance securing the Bonds, and the administration and payment of the Bonds; and WHEREAS, all things necessary to cause the Bonds, when executed by the City and issued as provided in the Special Service Area Act, the Local Government Debt Reform Act (as defined below), the Bond Ordinance and this Indenture, to be legal, valid and binding and special obligations of the City in accordance with their terms, and all things necessary to cause the creation, authorization, execution and delivery of this Indenture and the creation, authorization, execution and issuance of the Bonds, subject to the terms of this Indenture, have in all respects been duly authorized; NOW, THEREFORE, THIS TRUST INDENTURE WITNESSETH: GRANTING CLAUSES That the City in consideration of the premises, the acceptance by the Trustee of the trusts created hereby and the purchase and acceptance of the Bonds by the owners thereof, and of the sum of one dollar, lawful money of the United States of America, to it duly paid by the Trustee at or before the execution and delivery of these presents, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, in order to secure the payment of the principal of, premium, if any, and interest on the Bonds according to their tenor and effect, and to secure the performance and observance by the City of all the covenants expressed or implied herein and in the Bonds, does hereby pledge and assign, and grant a security interest in, the following (the "Trust Estate") to BNY Midwest Trust Company, as Trustee, and its successors in trust and assigns forever, for the securing of the performance of the obligations of the City hereinafter set forth; GRANTING CLAUSE FIRST All right, title and interest of the City in and to the Special Taxes and any monies held under this Indenture by the Trustee, including the proceeds of the Bonds and the interest, profits and other income derived from the investment thereof other than amounts held by the Trustee in the Administrative Expense Fund and the Rebate Fund; GRANTING CLAUSE SECOND All funds, monies, property and security and any and all other rights and interests in property whether tangible or intangible from time to time hereafter by delivery or by writing of any kind, conveyed, mortgaged, pledged, assigned or transferred as and for additional security hereunder for the Bonds by the City or by anyone on its behalf or with its written consent to the Trustee, which is hereby authorized to receive any and all such property at any and all times and to hold and apply the same subject to the terms hereof; TO HAVE AND TO HOLD, all and singular the Trust Estate, whether now owned or hereafter acquired, unto the Trustee and its respective successors in said trust and assigns forever; IN TRUST NEVERTHELESS, upon the terms and trust herein set forth for the equal and proportionate benefit, security and protection of all present and future owners of the Bonds from time to time issued under and secured by this Indenture without privilege, priority or distinction as to the lien or otherwise of any of the Bonds over any of the other Bonds (except as otherwise provided herein); PROVIDED, HOWEVER, that if the City, its successors or assigns, shall pay, or cause to be paid, the principal of, premium, if any, and interest on the Bonds due or to become due thereon, at the times and in the manner mentioned in the Bonds according to the true intent and meaning thereof, and shall cause the payments to be made on the Bonds as required under this Indenture, or shall provide, as permitted hereby, for the payment thereof by depositing with the Trustee the entire amount due or to become due thereon and shall cause to be kept, performed and observed all of its covenants and conditions pursuant to the terms of this Indenture, and shall 2 pay or cause to be paid all sums of money due or to become due in accordance with the terms and provisions hereof, then upon the final payment thereof, this Indenture and the rights hereby granted shall cease, determine and be void; otherwise this Indenture is to be and remain in full force and effect. THIS INDENTURE OF TRUST FURTHER WITNESSETH, and it is expressly declared, that all Bonds issued and secured hereunder are to be issued, authenticated and delivered and all said property, rights and interests, and amounts hereby assigned and pledged are to be dealt with and disposed of under,upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as herein expressed, and the City has agreed and covenanted, and does hereby agree and covenant with the Trustee and with the respective owners of the Bonds as follows: ARTICLE I STATUTORY AUTHORITY AND DEFINITIONS Section 1.1 Authority for this Indenture. This Indenture is entered into pursuant to the powers of the City pursuant to Part 6 of Section 7 of Article VII of the 1970 Constitution of the State of Illinois and pursuant to the respective provisions of the Special Service Area Act, the Local Government Debt Reform Act and the Bond Ordinance. Section 1.2 Agreement for Benefit of Owners of Bonds. The provisions, covenants and agreements to be performed by or on behalf of the City under this Indenture shall be for the equal benefit, protection and security of the Bondholders except as otherwise expressly provided herein. All of the Bonds, without regard to the time or times of their issuance or maturity, shall be of equal rank without preference, priority or distinction of any of the Bonds over any other of the Bonds, except as expressly provided in or permitted by this Indenture. The Trustee may become the owner of any of the Bonds in its own or any other capacity with the same rights it would have if it were not the Trustee. Section 1.3 Definitions. Unless the context otherwise requires, the terms defined in this Section 1.3 shall, for all purposes of the Indenture, of any Supplemental Indenture, and of any certificate, opinion or other document mentioned in this Indenture, have the meanings specified below. All references in this Indenture to "Articles," "Sections" and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Indenture, and the words "herein," "hereof," "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or subdivision of this Indenture. "Administrative Expenses" means the following actual or reasonably estimated costs permitted in accordance with the Special Service Area Act and directly related to the administration of the Special Service Area and the Bonds as determined by the City or the Consultant on its behalf: the costs of computing the Special Taxes and of preparing the annual Special Taxes collection schedules; the costs of collecting the Special Taxes (whether by the City, the County or otherwise), the costs of remitting the Special Taxes to the Trustee; the costs of the Trustee and any fiscal agent (including its legal counsel) in the discharge of the duties required of it under this Indenture or any trustee or fiscal agent agreement; the costs of the 3 Rebate Consultant; the costs of the City or its designee in complying with disclosure requirements of applicable federal and state securities laws and of the Special Service Area Act, including, but not limited to, public inquiries regarding the Special Taxes; the costs associated with the release of funds from any escrow account; and amounts advanced by the City for any other administrative purposes of the Special Service Area, including the costs of prepayment of Special Taxes, recordings related to the prepayment, discharge or satisfaction of Special Taxes; the costs of commencing foreclosure and pursuing collection of delinquent Special Taxes and the reasonable fees of legal counsel of the City incurred in connection with the foregoing. "Administrative Expense Fund" means the fund by that name established pursuant to Section 7.4 of this Indenture. "Administrative Services Agreement" means the Agreement For Administration Services dated , 2003 between the City and the Consultant. "Authorized Denomination" means (i) initially denominations of $100,000 and integral multiples of$1,000 in excess thereof and (ii) denominations of$5,000 and integral multiples of $1,000 in excess thereof from and after such time as the conditions set forth in Section 2.2 of this Indenture have been complied with for the exchange of Bonds in minimum denominations of $5,000. "Authorized Newspaper" means a financial newspaper of general circulation in the Borough of Manhattan, City and State of New York (including, at such times as they are published, The New York Times, The Wall Street Journal and The Bond Buyer) which is customarily published at least once a day for at least five (5) days (other than legal holidays) in each calendar week, printed in the English language. "Authorized Officer"means the Mayor, the City Administrator, the City Treasurer or any other officer designated as such pursuant to a certificate of the Mayor delivered to the Trustee. "Beneficial Owner" means, when the Bonds are in a book-entry system, any person who acquires a beneficial ownership interest in a Bond held by DTC. For purposes of the Sections of this Indenture requiring notice to or communications with Beneficial Owners (including, without limitation, Section 10.9) the Trustee, the Bond Registrar and the City shall be entitled to treat as Beneficial Owners only such persons or entities that provide notice of their beneficial ownership of the Bonds in writing to the Trustee and the City at least three Business Days prior to the date upon which any notice or communication must be given by the Trustee, the Bond Registrar or the City under this Indenture. Such notice shall be in form together with evidence of beneficial ownership satisfactory to the Trustee, the Bond Registrar and the City and shall include the name of the Beneficial Owner, the address of the Beneficial Owner (which shall also include a delivery address if a post office box is given) and the principal amount of Bonds in which the Beneficial Owner has a beneficial ownership interest. The Trustee, the Bond Registrar and the City may rely on any notice so given until such time as it is revoked or amended by subsequent written notice to the Trustee and the City. The Beneficial Owners of the Bonds are acknowledged to be the Notice Beneficial Owners until the Trustee, the Bond Registrar and the City are notified to the contrary. 4 "Bond and Interest Fund" means the fund by that name established pursuant to Section 7.1 of this Indenture. "Bond Registrar"means BNY Midwest Trust Company and its successors or assigns. "Bondholder" means the person in whose name such Bond is registered in the bond register maintained by the Bond Registrar. "Bonds" means the City's Special Service Area Number 2003-101 (Windett Ridge) Special Tax Bonds, Series 2003 (Windett Ridge Project) in the aggregate principal amount of "Business Day" means a day on which banks in Chicago, Illinois, and New York, New York are open to transact business. "Capitalized Interest Account" means the account by that name established pursuant to Section 7.1 of this Indenture. "City"means the United City of Yorkville, Kendall County, Illinois. "Code"means the Internal Revenue Code of 1986, as amended. "Completion Date"has the meaning set forth in Section 7.3 of this Indenture. "Consultant" means David Taussig & Associates, Inc. and its successors and assigns or any other firm selected by the City to assist it in administering the Special Service Area and the extension and collection of Special Taxes pursuant to the Rate and Method. "Corporate Authorities" means the City Council of the City. "Costs of Issuance Account" means the account by that name established pursuant to Section 7.3 of this Indenture. "County"means Kendall County, Illinois. "Defeasance Securities" means any bond or other obligations which, as to both principal and interest, constitute direct obligations of, or the timely payment of which are unconditionally guaranteed by, the United States of America, and any certificates or any other evidences of an ownership interest in obligations or in specified portions thereof(which may consist of specified portions of the interest thereon) of the character described in this definition. "Depository Participant" shall have the meaning given that term in Section 2.10 of this Indenture. "Developer"means Wiseman-Hughes Enterprises, Inc. and its successors and assigns. "Disbursement Request" means a request from the City signed by an Authorized Officer requesting a disbursement of amounts held in the Improvement Fund. 5 "DTC"means The Depository Trust Company,New York,New York. "Establishing Ordinance" means Ordinance Number 2003- adopted on 2003 by the Corporate Authorities. "Event of Default" shall have the meaning given that term in Section 9.1 of this Indenture. "Foreclosure Proceeds" means the proceeds of any redemption or sale of property in the Special Service Area sold as the result of a foreclosure action of the lien of the Special Taxes. "Government Securities" means bonds, notes, certificates of indebtedness, treasury bills or other securities constituting direct obligations of the United States of America and all securities and obligations, the prompt payment of principal of and interest on which is guaranteed by a pledge of the full faith and credit of the United States of America. "Improvement Fund" means the fund by that name established pursuant to Section 7.3 of this Indenture. "Indenture" means this Trust Indenture dated as of , 2003 between the City and the Trustee, as amended and supplemented from time to time. "Indirect Participant" shall have the meaning given that term in Section 2.10 of this Indenture. "Interest Payment Date" means, with respect to the Bonds, March 1 and September 1 of each year, commencing on March 1, 2004. "Letter of Representations" means the Blanket Issuer Letter of Representations dated from the City to DTC, as amended from time to time. "Local Government Debt Reform Act" means the Local Government Debt Reform Act, 30 ILCS §350/1 et seq., as amended. "Maximum Parcel Special Tax" shall have the meaning given that term in the Rate and Method. "Notice Beneficial Owners" means any Beneficial Owners of the Bonds owning $500,000 or more aggregate principal amount of the Bonds who have given written notice to the Trustee that they are a Notice Beneficial Owner. "Parcel" shall have the meaning given that term in the Rate and Method. "Penalty" shall have the meaning given that term in Section 8.1(c) of this Indenture. "Principal Prepayment Amount" means the "Maximum Parcel Special Tax Prepayment Amount" as defined in the Rate and Method. 6 "Public Infrastructure Agreement" means the Public Infrastructure Agreement dated as of , 2003 between the Developer and the City. "Purchase Contract" means the Bond Purchase Agreement dated , 2003 among the Purchaser, the City and the Developer. "Purchaser"means William Blair& Company, L.L.C. "Qualified Investments" means, to the extent permitted by then applicable Illinois law, the following: (a) bonds, notes, certificates of indebtedness, treasury bills or other securities which are guaranteed by the full faith and credit of the United States of America as to principal and interest; (b) bonds, notes, debentures, or other similar obligations of the United States of America or its agencies, including (i) federal land banks, federal intermediate credit banks, banks for cooperative, federal farm credit banks, or any other entity authorized to issue debt obligations under the Farm Credit Act of 1971 (12 U.S.C. 2001 et seq.); (ii) the federal home loan banks and the federal home loan mortgage corporation; and (iii) any other agency created by Act of Congress; (c) interest bearing obligations of any county, township, city, village, incorporated town, municipal corporation or school district, which obligations are registered in the name of the City or held under a custodial agreement at a bank, if such obligations at the time of purchase are in one of the two highest general classifications established by a rating service of nationally recognized expertise in rating bonds of states and their political subdivisions; (d) interest bearing certificates of deposit, interest bearing savings accounts, interest bearing time deposits, or other investments constituting direct obligations of any bank as defined by the Illinois Banking Act which are insured by the Federal Deposit Insurance Corporation; (e) repurchase agreements of government securities which are subject to the Government Securities Act of 1986. The government securities, unless registered or inscribed in the name of the City, shall be purchased through banks or trust companies authorized to do business in the State of Illinois; (f) repurchase agreements (other than those described in clause (e) of the definition of"Qualified Investments")meeting the following requirements: (i) the securities, unless registered or inscribed in the name of the City, are purchased through banks or trust companies authorized to do business in the State of Illinois; (ii) an Authorized Officer after ascertaining which firm will give the most favorable rate of interest, directs the custodial bank to "purchase' specified 7 • securities from a designated institution. The "custodial bank" is the bank or trust company, or agency of government, which acts for the City in connection with repurchase agreements involving the investment of funds by the City. The State Treasurer may act as custodial bank for the City; (iii) a custodial bank must be a member bank of the Federal Reserve System or maintain accounts with member banks. All transfers of book-entry securities must be accomplished on a Reserve Bank's computer records through a member bank of the Federal Reserve System. These securities must be credited to the City on the records of the custodial bank and the transaction must be confirmed in writing to the City by the custodial bank; (iv) trading partners shall be limited to banks or trust companies authorized to do business in the State of Illinois or to registered primary reporting dealers; (v) the security interest must be perfected; (vi) the City must enter into a written master repurchase agreement which outlines the basic responsibilities and liabilities of both buyer and seller; (vii) the repurchase agreement shall be for periods of 330 days or less; (viii) the Authorized Officer must inform the custodial bank in writing of the maturity details of the repurchase agreement; (ix) the custodial bank must take delivery of and maintain the securities in its custody for the account of the City and confirm the transaction in writing to the City. The custodial undertaking shall provide that the custodian takes possession of the securities exclusively for the City; that the securities are free of any claims against the trading partner; and any claims by the custodian are subordinate to the City's claims to rights to those securities; (x) the obligations purchased by the City may only be sold or presented for redemption or payment by the fiscal agent bank or trust company holding the obligations upon the written instruction of the City or Authorized Officer; and (xi) the custodial bank shall be liable to the City for any monetary loss suffered by the City due to the failure of the custodial bank to take and maintain possession of such securities; (g) short-term obligations of corporations organized in the United States with assets exceeding $500,000,000 if(i) such obligations are rated at the time of purchase in one of the three highest rating categories by at least two standard rating services and which mature not later than 180 days from the date of purchase, (ii) such purchases do not exceed 10% of the corporation's outstanding obligations and (iii) no more than one- 8 third of the City's funds are invested in short-term obligations of such corporation as evidenced by a certificate from an Authorized Officer; and (h) money market mutual funds registered under the Investment Company Act of 1940 as amended invested solely in obligations listed in paragraph (a) and (b) above and in agreements to repurchase such obligations; together with such other investments as shall from time to time be lawful for the investment of City funds and shall be approved by the holders of fifty-one percent (51%) of aggregate principal amount of Bonds outstanding; provided that "Qualified Investments" shall not include a financial instrument, commonly known as a "derivative," whose performance is derived, at least in part, from the performance of any underlying asset, including, without limitation, futures, options on securities, options on futures, forward contracts, swap agreements, structured notes and participations in pools of mortgages or other assets. "Rate and Method" means the United City of Yorkville Special Service Area Number 2003-101 Rate and Method of Levying Special Taxes prepared by the Consultant. "Rebate Consultant" means an entity selected by the City expert in the calculation of rebate amounts pursuant to Section 148 of the Internal Revenue Code of 1986, as amended. If at any time the Rebate Consultant resigns or is removed, and the City shall not have appointed a successor within 30 days, the Rebate Consultant shall be an entity selected by the Trustee. "Rebate Fund" means the fund by that name established pursuant to Section 7.5 of this Indenture. "Rebate Requirement" shall have the meaning given that term in Section 8.1(b) of this Indenture. "Record Date"means the fifteenth day of the month preceding an Interest Payment Date. "Reserve Fund" means the fund by that name created pursuant to Section 7.2 of this Indenture. "Reserve Fund Credit" shall have the meaning given that term in Section (J)(1) of the Rate and Method. "Reserve Requirement" means, as of any particular date of calculation, an amount equal to the lesser of (i) 10% of the stated principal amount of the Bonds, (ii) the maximum annual principal and interest requirements on the Bonds or (iii) 125% of the average annual principal and interest requirements on the Bonds, as adjusted for prepayments as set forth in Section 7.1 of this Indenture. The Trustee may rely on a certificate from the City or the Consultant which states the Reserve Requirement as of the date of such certificate. "Special Redemption Account" means the account by that name established pursuant to Section 7.1 of this Indenture. 9 "Special Service Area" means United City of Yorkville Special Service Area Number 2003-101, described more fully in Exhibit A to this Indenture. "Special Service Area Act"means the Special Service Area Tax Law, 35 ILCS §200/27-5 et seq., as amended. "Special Services" means the improvements benefiting the Special Service Area consisting of engineering, 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, equestrian paths and related street improvements, and equipment and materials necessary for the maintenance thereof, landscaping, wetland mitigation and tree installation, costs for land and easement acquisitions 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. Special Services are referred to as the Public Improvements in the Public Infrastructure Agreement. Special Services shall not include any annexation fees associated with the Special Service Area. "Special Taxes"means the taxes levied by the City on all taxable real property within the Special Service Area pursuant to the Special Tax Roll and this Indenture. "Special Tax Requirement" means the "Special Tax Requirement" as defined in the Rate and Method, provided that credit may be given for any amounts on deposit in the Funds and Accounts created by this Indenture and available to pay the Special Tax Requirement. "Special Tax Roll" means the special tax roll for the payment of the Bonds established and amended from time to time pursuant to the Rate and Method. "Supplemental Indenture" means an indenture adopted by the Corporate Authorities of the City as provided in Article XI hereof which amends or supplements this Indenture. "Tax Agreement" or "Tax Agreements" means the Tax Compliance Certificate and Agreement of the City dated the date of issuance and delivery of the Bonds, as amended from time to time. "Trustee" means BNY Midwest Trust Company, Chicago, Illinois and its successors and assigns. ARTICLE II BOND DETAILS Section 2.1 Purpose of Issuance; Amount of Bonds. The sum of$ shall be borrowed by the City pursuant to the Special Service Area Act and the Local Government Debt Reform Act for the purpose of funding a portion of the costs of the Special Services, including the costs of the City in connection with the issuance of the Bonds, deposits to the Reserve Fund and the Administrative Expense Fund and interest on the Bonds through 10 1, 2005. In evidence of such borrowing, Bonds in the aggregate principal amount of $ shall be issued as provided in this Indenture. Section 2.2 Form; Denominations; Numbers. The Bonds shall be issued only in fully registered form without coupons initially in the denominations of $100,000 and integral multiples of$1,000 in excess of that sum. At such time as the Developer certifies in writing to the City and the Trustee that not less than single family homes have been sold and conveyed to homeowners, Bonds may be exchanged for new Bonds of the same aggregate principal amount and maturity in minimum denominations of $5,000 and integral multiples of $1,000 in excess thereof. Prior to any such exchange the City shall have executed a Continuing Disclosure Agreement substantially in the form of Exhibit E hereto with such changes thereto as are deemed necessary by the City and its counsel in order to comply with federal securities laws including Rule 15c2-12 promulgated by the Securities and Exchange Commission as in effect on the date of such exchange or any successor thereto. The Bonds shall be designated "Special Service Area Number 2003-101 Special Tax Bonds, Series 2003 (Windett Ridge Project)" and shall be numbered consecutively from R-1 upward but need not be authenticated or delivered in consecutive order. Section 2.3 Date of Bonds; CUSIP Identification Numbers. The Bonds shall be dated as of the date of delivery of the Bonds to the Purchaser upon original issuance. CUSIP identification numbers shall be imprinted on the Bonds, provided that any failure on the part of the City or the Trustee to use such CUSIP numbers in any notice to any Bondholders shall not constitute an Event of Default or any violation of the City's contract with such Bondholders and shall not impair the effectiveness of such notice. Section 2.4 Maturities; Interest Rates. The Bonds shall mature and become payable on March 1 in the years and in the amounts and shall bear interest at the rates set forth below: Year Amount Interest Rate $ Section 2.5 Interest. The Bonds shall bear interest at the rate set forth in Section 2.4 payable on the Interest Payment Dates in each year with the first Interest Payment Date being March 1, 2004. Interest on the Bonds shall be calculated on the basis of a 360 day year composed of twelve 30-day months. Each Bond shall bear interest from the Interest Payment Date next preceding the date of authentication of such Bond unless (i) it is authenticated on an Interest Payment Date, in which event it shall bear interest from such date of authentication, or (ii) it is authenticated prior to an Interest Payment Date and after the close of business on the Record Date preceding such Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or (iii) it is authenticated prior to the Record Date preceding the first Interest Payment Date, in which event it shall bear interest from its dated date; provided, however, that if at the time of authentication of a Bond, interest is in default on such Bond, such Bond shall bear interest from the Interest Payment Date to which interest had previously been paid or made available for payment on such Bond. 11 Section 2.6 Form of Bonds; Execution; Authentication. The Bonds shall be in substantially the form set forth in Exhibit B to this Indenture. Each Bond shall be executed by the manual or facsimile signature of the Mayor and the manual or facsimile signature of the City Clerk and shall have the corporate seal of the City affixed to it (or a facsimile of that seal printed on it). The Mayor and the City Clerk (if they have not already done so) are authorized and directed to file with the Illinois Secretary of State their manual signatures certified by them pursuant to the Uniform Facsimile Signatures of Public Officials Act, as amended, which shall authorize the use of their facsimile signatures to execute the Bonds. Each Bond so executed shall be as effective as if manually executed. In case any officer of the City whose signature or a facsimile of whose signature shall appear on the Bonds shall cease to be such officer before authentication and delivery of any of the Bonds, that signature or facsimile signature shall nevertheless be valid and sufficient for all purposes, the same as if the officer had remained in office until delivery. 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 Exhibit B to this Indenture shall have been duly executed by the Trustee appointed by this Indenture as authenticating agent of the City. Execution of that certificate upon any Bond shall be conclusive evidence that the Bond has been authenticated and delivered under this Indenture. Section 2.7 Payment of Bonds. The Bonds shall be payable in lawful money of the United States at the office of the Trustee. The principal of each Bond shall be payable at maturity upon presentment of the Bond at the office of the Trustee. Interest on each Bond shall be payable on each Interest Payment Date by check or draft of the Trustee mailed to the person in whose name that Bond is registered on the books of the Bond Registrar at the close of business on the Record Date. During such time as the Bonds are registered so as to participate in a securities depository system with DTC, principal of and interest and redemption premium on each Bond shall be payable by wire transfer pursuant to instructions from DTC. Section 2.8 Appointment of Trustee. BNY Midwest Trust Company is appointed Trustee and Bond Registrar for the Bonds. Section 2.9 Registration of Bonds; Persons Treated as Owners. The Bonds shall be negotiable, subject to the following provisions for registration and registration of transfer. The City shall maintain books for the registration of the Bonds at the office of the Bond Registrar. Each Bond shall be fully registered on those books in the name of its owner, as to both principal and interest. Transfer of each Bond shall be registered only on those books upon surrender of that Bond to the Bond Registrar by the registered owner or his or her attorney duly authorized in writing together with a written instrument of transfer satisfactory to the Bond Registrar duly executed by the registered owner or his or her duly authorized attorney. Upon surrender of a Bond for registration of transfer, the City shall execute, the Trustee shall authenticate, and the Bond Registrar shall deliver, in the name of the transferee, one or more new Bonds of the same aggregate principal amount and of the same maturity as the Bond surrendered. Bonds may be exchanged, at the option of the registered owner, for an equal aggregate principal amount of Bonds of the same maturity of any other Authorized Denominations, upon surrender of those Bonds at the office of the Bond Registrar with a written instrument of transfer 12 satisfactory to the Bond Registrar duly executed by the registered owner or his or her duly authorized attorney. In all cases in which the privilege of exchanging or transferring Bonds is exercised, the City shall execute, the Trustee shall authenticate, and the Bond Registrar shall deliver, Bonds in accordance with the provisions of this Indenture. All Bonds surrendered in any exchange or transfer shall be canceled immediately by the Bond Registrar. For every exchange or registration of transfer of Bonds, the City or the Bond Registrar may make a charge sufficient to reimburse it for any tax, fee or other governmental charge, other than one imposed by the City, required to be paid with respect to that exchange or registration of transfer, and payment of that charge by the person requesting exchange or registration of transfer shall be a condition precedent to that exchange or registration of transfer. No other charge may be made by the City or the Bond Registrar as a condition precedent to exchange or registration of transfer of any Bond. The Bond Registrar shall not be required to exchange or register the transfer of any Bond following the close of business on the 15th day of the month preceding any Interest Payment Date on such Bond, nor to transfer or exchange any Bond after notice calling such Bond for redemption has been mailed, nor during a period of 15 days next preceding mailing of a notice of redemption of any Bonds. The City, the Trustee and the Bond Registrar may treat the registered owner of any Bond as its absolute owner, whether or not that Bond is overdue, for the purpose of receiving payment of the principal of or interest on that Bond and for all other purposes, and neither the City, the Bond Registrar nor the Trustee shall be affected by any notice to the contrary. Payment of the principal of and interest on each Bond shall be made only to its registered owner, and all such payments shall be valid and effective to satisfy the obligation of the City on that Bond to the extent of the amount paid. Section 2.10 Global Form; Securities Depository. It is intended that the Bonds be registered so as to participate in a securities depository system with DTC, as set forth herein. The Bonds shall be initially issued in the form of a single fully registered Bond for each of the maturities as established in Section 2.4 of this Indenture. Upon initial issuance, the ownership of the Bonds shall be registered in the name of Cede & Co., or any successor thereto, as nominee for DTC. The City and the Trustee are authorized to execute and deliver such letters to or agreements with DTC as shall be necessary to effectuate the securities depository system of DTC, including the Letter of Representations. With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the City, the Bond Registrar and the Trustee shall have no responsibility or obligation to any broker-dealer, bank or other financial institution for which DTC holds Bonds from time to time as securities depository (each such broker-dealer, bank or other financial institution being referred to herein as a "Depository Participant") or to any person on behalf of whom such a Depository Participant holds an interest in the Bonds (each such person being herein referred to as an "Indirect Participant"). Without limiting the immediately preceding sentence, the City, the Bond Registrar and the Trustee shall have no responsibility or obligation with respect to (a) the accuracy of the records of DTC, Cede & Co., or any Depository Participant with respect to the ownership interest in the Bonds, (b) the delivery to any Depository 13 Participant or any Indirect Participant or any other person, other than a registered owner of a Bond, of any notice with respect to the Bonds, including any notice of redemption or (c) the payment to any Depository Participant or Indirect Participant or any other person, other than a registered owner of a Bond, of any amount with respect to principal of, premium, if any, or interest on, the Bonds. Notwithstanding the foregoing, the City, the Bond Registrar and the Trustee shall have those obligations and responsibilities set forth in this Indenture with respect to Beneficial Owners and Notice Beneficial Owners who have provided notice of their beneficial ownership to the City, the Bond Registrar and the Trustee as set forth in the definition of Beneficial Owner. While in the securities depository system of DTC, no person other than Cede & Co., or any successor thereto, as nominee for DTC, shall receive a Bond certificate with respect to any Bond. Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions of this Indenture with respect to the payment of interest by the mailing of checks or drafts to the registered owners of Bonds at the close of business on the record date applicable to any interest payment date, the name "Cede & Co." in this Indenture shall refer to such new nominee of DTC. In the event that (a) the Trustee determines that DTC is incapable of discharging its responsibilities described herein and in the Letter of Representations, (b) the Letter of Representations shall be terminated for any reason or (c) the City determines that it is in the best interests of the Beneficial Owners of the Bonds that they be able to obtain certificated Bonds, the City shall notify DTC of the availability through DTC of Bond certificates and the Bonds shall no longer be restricted to being registered in the name of Cede & Co., as nominee of DTC. At that time, the City may determine that the Bonds shall be registered in the name of and deposited with a successor depository operating a securities depository system, as may be acceptable to the City or such depository's agent or designee, and if the City does not select such alternate securities depository system then the Bonds may be registered in whatever name or names registered owners of Bonds transferring or exchanging Bonds shall designate, in accordance with the provisions hereof Notwithstanding any other provisions of this Indenture to the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of, premium, if any, and interest on the Bonds and all notices with respect to the Series shall be made and given, respectively, in the manner provided in the Letter of Representations. ARTICLE III RESERVED 14 ARTICLE IV REDEMPTION OF BONDS Section 4.1 Mandatory Sinking Fund Redemption. The Bonds are subject to mandatory sinking fund redemption and final payment at a price of par plus accrued interest, without premium, on March 1, of the years and in the amounts as follows: Year Amount 2007 $ 2008 2009 2010 2011 2012 • 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 The City covenants that it will redeem the Bonds pursuant to the mandatory sinking fund redemption requirements for the Bonds to the extent amounts are on deposit in the Bond and Interest Fund. Proper provision for mandatory redemption having been made, the City covenants that the Bonds so selected for redemption shall be payable upon redemption and taxes have been levied and will be collected as provided herein and in the Bond Ordinance for such purposes. Section 4.2 Optional Redemption. The Bonds are subject to optional redemption prior to maturity at the option of the City, in whole or in part, on any date on or after March 1, 2013, at 15 a redemption price (expressed as a percentage of the principal amount of the Bonds to be redeemed), as set forth below, plus accrued and unpaid interest to the date of redemption: Redemption Dates Redemption Prices March 1, 2013 through February 28, 2014 102% March 1, 2014 through February 28, 2015 101 March 1, 2015 and thereafter 100 Any optional redemption of Bonds in part shall be applied, to the extent possible, to reduce pro rata the amount of Bonds required to be redeemed by mandatory sinking fund redemption pursuant to Section 4.1 of this Indenture, and so as to maintain the proportion of principal maturing in each year to the total original principal amount of Bonds. Section 4.3 Mandatory Redemption Upon Condemnation, Completion Date and Change in Density. (a) The Bonds are subject to mandatory redemption on any Interest Payment Date, in part, at a redemption price equal to the principal amount to be redeemed, together with accrued interest to the date fixed for redemption, without premium, from amounts in the Bond and Interest Fund consisting of the proceeds received by the City in connection with a condemnation of any of the Special Services or any other property dedicated to, or owned by, the City within the Special Service Area and allocable to the Bonds as determined by the Consultant and which proceeds are not used by the City to rebuild the Special Services. (b) The Bonds are subject to redemption on any Interest Payment Date, in part, at a redemption price equal to the principal amount to be redeemed, together with accrued interest to the date fixed for redemption, without premium, from amounts transferred from the Improvement Fund to the Bond and Interest Fund as described in Section 7.3 hereof (c) The Bonds are subject to mandatory redemption on any Interest Payment Date, in whole or in part, at a redemption price equal to the principal amount to be redeemed, together with accrued interest to the date fixed for redemption, without premium, in the event of a mandatory prepayment of the Special Taxes upon a reduction in the Maximum Parcel Special Tax as a result of a change in the expected number of single family lots to be built within the Special Service Area as set forth in the final plat or plots of subdivision approved by the City or any other event that reduces the total of the Maximum Parcel Special Tax as described in, and in the amounts set forth in, Section of the Rate and Method. 16 Any mandatory redemption of the Bonds pursuant to this Section 4.3 shall be applied, to the extent possible, to reduce pro rata the amount of Bonds required to be redeemed by mandatory sinking fund redemption pursuant to Section 4.1 of this Indenture and so as to maintain the proportion of principal maturing in each year to the total original principal amount of the Bonds. Section 4.4 Special Mandatory Redemption from Optional Prepayment of Special Taxes. The Bonds are also subject to mandatory redemption at any time, in part, from amounts available for disbursement from the Special Redemption Account pursuant to Section 7.1(e) and from amounts transferred from the Reserve Fund to the Special Redemption Account pursuant to Section 7.1(e), at a redemption price (expressed as a percentage of the principal amount of the Bonds to be redeemed), as set forth below, together with accrued interest on such Bonds to the date fixed for redemption: Redemption Dates Redemption Prices On or prior to February 28, 2013 103% March 1, 2013 through February 28, 2014 102 March 1, 2014 through February 28, 2015 101 March 1, 2015 and thereafter 100 Any special mandatory redemption of the Bonds pursuant to this Section 4.4 shall be applied, to the extent possible, to reduce pro rata the amount of Bonds required to be redeemed by mandatory sinking fund redemption pursuant to Section 4.1 of this Indenture and so as to maintain the proportion of principal maturing in each year to the total original principal amount of Bonds. Section 4.5 Redemption Provisions; Notice of Redemption. If less than all the Bonds of any maturity are to be redeemed on any redemption date, the Bond Registrar appointed in this Indenture shall assign to each Bond of the maturity to be redeemed a distinctive number for each $1,000 of principal amount of that Bond. The Bond Registrar shall then select by lot from the numbers so assigned, using such method as it shall deem proper in its discretion, as many numbers as, at $1,000 per number, shall equal the principal amount of Bonds of that maturity to be redeemed; provided that following any redemption, no Bond shall be outstanding in an amount less than the minimum Authorized Denomination except as necessary to effect the mandatory sinking fund redemption of Bonds as provided in Section 4.1 hereof. Notice of the redemption of any Bonds, which by their terms shall have become subject to redemption, shall be given to the Notice Beneficial Owners and the registered owner of each Bond or portion of a Bond called for redemption not less than 30 or more than 60 days before any date established for redemption of Bonds, by the Bond Registrar, on behalf of the City, by 17 first class mail sent to the registered owner's last address, if any, appearing on the registration books kept by the Bond Registrar. All notices of redemption shall include at least the designation, date and maturities of Bonds called for redemption, CUSIP Numbers, if available, and the date of redemption. In the case of a Bond to be redeemed in part only, the notice shall also specify the portion of the principal amount of the Bond to be redeemed. The mailing of the notice specified above to the Notice Beneficial Owners and the registered owner of any Bond shall be a condition precedent to the redemption of that Bond, provided that any notice which is mailed in accordance with this Indenture shall be conclusively presumed to have been duly given whether or not the owner received the notice. The failure to mail notice to the owner of any Bond, or any defect in that notice, shall not affect the validity of the redemption of any other Bond for which notice was properly given. Section 4.6 Purchase in Lieu of Redemption. In lieu of redemption as provided in this Article IV, moneys in the Bond and Interest Fund may be used and withdrawn by the City for the purchase of outstanding Bonds, at public or private sale as and when, and at such prices (including brokerage and other charges) as the City may provide, but in no event may Bonds be purchased at a price in excess of the principal amount of such Bonds, plus interest accrued to the date of purchase and any premium which would otherwise be due if such Bonds were to be redeemed in accordance with this Indenture. ARTICLE V APPLICATION OF PROCEEDS Section 5.1 Application of Proceeds. The proceeds of the sale of the Bonds in the amount of$ , which is net of original issue discount in the amount of$ and underwriter's discount in the amount of$ , shall be applied as follows immediately upon receipt of the purchase price: (a) Capitalized interest in the amount of$ shall be deposited in the Capitalized Interest Account of the Bond and Interest Fund. (b) The amount of$ shall be deposited in the Reserve Fund. (c) The amount of $ shall be deposited in the Administrative Expense Fund. (d) The amount of $ shall be deposited in the Costs of Issuance Account of the Improvement Fund. (e) The balance of the proceeds of sale of the Bonds ($ ) shall be deposited in the Improvement Fund and applied at the direction of the City to the payment of a portion of the costs of the Special Services. All amounts received upon the sale of the Bonds, together with all interest and other investment earnings on those amounts, are appropriated and set aside for the purposes for which the Bonds are being issued as set forth in this Indenture. 18 ARTICLE VI SECURITY FOR THE BONDS Section 6.1 Limited Obligations. The Bonds shall constitute limited obligations of the City, payable from the Special Taxes and other moneys deposited in the Funds and Accounts established pursuant to Article VII other than the Administrative Expense Fund and the Rebate Fund. The Bonds shall not constitute general obligations of the City and neither the full faith and credit nor the unlimited taxing power of the City shall be pledged as security for payment of the Bonds. Section 6.2 Levy of Special Taxes. (a) Pursuant to the Bond Ordinance there have been levied Special Taxes upon all taxable real property within the Special Service Area subject to the Special Taxes sufficient to pay and discharge the principal of the Bonds at maturity or mandatory sinking fund redemption dates and to pay interest on the Bonds for each year at the interest rates set forth in Section 2.4 of this Indenture, to pay the estimated Administrative Expenses of the City for each year and to replenish the Reserve Fund to an amount equal to the Reserve Requirement. (b) The City Clerk has been directed to file a certified copy of the Bond Ordinance, and an accurate map of the Special Service Area, with the County Clerk of the County of Kendall. The Special Taxes shall be computed, extended and collected in accordance with the Rate and Method and the Special Tax Roll, and divided among all taxable real property within the Special Service Area in accordance with the terms of the Establishing Ordinance and the Rate and Method. It shall be the duty of the City and the City hereby covenants, annually on or before the last Tuesday of December for each of the years 2004 through 2031 to calculate or cause the Consultant to calculate the Special Tax Requirement; to amend the Special Tax Roll pursuant to Section _ of Exhibit A to the Rate and Method and provide the County tax collector with the amended Special Tax Roll; to adopt an ordinance approving the amount of the current calendar year's Special Tax Requirement and abating the Special Taxes levied pursuant to the Bond Ordinance to the extent the taxes levied pursuant to the Bond Ordinance exceed the Special Tax Requirement as calculated by the City pursuant to the Establishing Ordinance and the Rate and Method. On or before the last Tuesday of January for each of the years 2005 through 2032 the City shall notify the Trustee and the Notice Beneficial Owners of the amount of the Special Tax Requirement and the amount of the Special Taxes to be abated. The City shall take all actions which shall be necessary to provide for the levy, extension, collection and application of the taxes levied bythe Bond Ordinance, pp including enforcement of such taxes by providing the County with such information as is deemed necessary to enable the County to include any property subject to delinquent Special Taxes in the County Collector's annual tax sale and in the event the tax lien is forfeited at such tax sale, by institution of foreclosure procedures as provided by law; provided, however, that the obligation to institute any foreclosure action shall only arise in the event the City makes the determination that the proceeds from the foreclosure action have a commercially reasonable expectation of exceeding the costs thereof 19 The City covenants that to the extent necessary to enforce a prepayment it will adopt a supplemental levy ordinance in the event of a mandatory prepayment of the Special Taxes pursuant to Section of Exhibit A to the Rate and Method caused by a change in the expected number of single family lots as set forth in the final plat of subdivision approved by the City, to the extent that the mandatory prepayment amount calculated pursuant to the terms of the Rate and Method exceeds the Special Taxes levied for the year in which the prepayment is due pursuant to the Bond Ordinance. (c) Upon receipt by the Trustee of any prepayment of Special Taxes in an amount calculated by the Consultant as being required pursuant to the Rate and Method to satisfy the lien on a Parcel within the Special Service Area, the City and the Trustee shall execute a Satisfaction of Tax Lien substantially in the form of Exhibit C hereto, appropriately completed and the Trustee shall deliver the Satisfaction of Tax Lien to the City for filing with the Recorder of Deeds of Kendall County, Illinois. The City shall deliver a copy of each such Satisfaction of Tax Lien to the property owner of record and a copy of the recorded Satisfaction of Tax Lien to the Trustee. ARTICLE VII FUNDS AND ACCOUNTS Section 7.1 Bond and Interest Fund. (a) There is hereby created and established with the Trustee a separate and special fund of the City established exclusively for paying principal of, interest on and redemption premium on the Bonds and which shall be designated as "The Special Service Area Number 2003-101 Special Tax Bonds, Bond and Interest Fund" (the "Bond and Interest Fund"). When collected, the Special Taxes and the Foreclosure Proceeds, including any interest and penalties collected in connection with such Special Taxes or Foreclosure Proceeds, shall be placed in the Bond and Interest Fund. The City may provide for the County to transmit directly to the Trustee for deposit to the Bond and Interest Fund any Special Taxes collected by the County. In addition, proceeds received by the City in connection with a condemnation of any of the Special Services or any other property owned by or dedicated to the City within the Special Service Area and allocable to the Bonds as determined by the Consultant which is not used to rebuild the Special Services shall be deposited in the Bond and Interest Fund. Moneys deposited in the Bond and Interest Fund and investments of the Bond and Interest Fund shall never be commingled with or loaned to any other funds of the City. All interest and other investment earnings on the Bond and Interest Fund shall become, when received, a part of the Bond and Interest Fund. When the amount of condemnation proceeds deposited to the Bond and Interest Fund equals $5,000 or more, such amount shall be used to redeem Bonds pursuant to Section 4.3 of this Indenture on the next Interest Payment Date. Any amounts representing condemnation proceeds which remain on deposit in the Bond and Interest Fund for a continuous period of thirty (30) months and which will not be used to redeem the Bonds on the next Interest Payment Date in accordance with Section 4.3 and this section shall be used to pay debt service on the Bonds on the next Interest Payment Date. 20 (b) Amounts deposited in the Bond and Interest Fund are appropriated for and irrevocably pledged to, and shall be used solely for the purpose of, paying the principal of and interest and redemption premium on the Bonds, or for transfers to the Reserve Fund or the Administrative Expense Fund as permitted by paragraph (c) of this Section 7.1 and by Section 7.2. (c) At any time after September 1 but in no event later than December 1 of each year, the Trustee shall determine the amount needed to pay principal of and interest and redemption premium on the Bonds on the next succeeding Interest Payment Date. After the Trustee has determined that sufficient amounts are on deposit in the Bond and Interest Fund to pay principal of, interest on and redemption premium due on the Bonds on the next succeeding Interest Payment Date, the Trustee shall notify the City and the Consultant of any excess amounts on deposit in the Bond and Interest Fund, and, at the written direction of the City, shall transfer an amount from the Bond and Interest Fund to the Administrative Expense Fund which the City has determined will be adequate, together with other amounts in the Administrative Expense Fund or reasonably expected to be transferred to or deposited in such Fund, to pay all Administrative Expenses during the succeeding calendar year. After making such transfer.to the Administrative Expense Fund any excess amounts on deposit in the Bond and Interest Fund shall be transferred to the Reserve Fund to the extent necessary to replenish the Reserve Fund to the Reserve Requirement. Written notice of each such transfer shall promptly be given to the Notice Beneficial Owners. (d) There is hereby created within the Bond and Interest Fund established with the Trustee a separate account designated the "Capitalized Interest Account." Amounts deposited in the Capitalized Interest Account shall be used and shall be applied for such purpose without any further authorization or direction solely for the purpose of paying interest on the Bonds first coming due and shall be applied by the Trustee for such purpose without any further authorization or direction. Investment earnings on amounts deposited in the Capitalized Interest Account shall be transferred to the Improvement Fund on each Interest Payment Date. (e) There is hereby created within the Bond and Interest Fund established with the Trustee a separate account designated the "Special Redemption Account." Amounts deposited in the Special Redemption Account shall be applied to the redemption of Bonds pursuant to Section 4.4 of this Indenture. All prepayments of the Special Taxes made in accordance with the Rate and Method shall be deposited in the Special Redemption Account. Moneys in the Special Redemption Account shall be used exclusively to redeem Bonds pursuant to Section 4.4 or Section 4.3(c), as applicable, or to pay debt service on the Bonds pursuant to this Section 7.1. In the event of any prepayment of the Special Taxes, prior to giving notice of the redemption of Bonds in accordance with Section 4.4 or Section 4.3(c) of this Indenture, as applicable, the Trustee shall transfer from the Reserve Fund to the Special Redemption Account an amount equal to the Reserve Fund Credit upon the direction of the Consultant in accordance with the Rate and Method. When the amount on deposit in the Special Redemption Account equals or exceeds $1,000, such amount shall be used to redeem Bonds on the next Interest Payment Date in accordance with Section 4.4 or Section 4.3(c), as applicable. 21 On each such Interest Payment Date, the Trustee shall withdraw from the Special Redemption Account and pay to the owners of the Bonds the amounts to redeem the Bonds pursuant to Section 4.4 or Section 4.3(c). Notwithstanding the foregoing, any amounts contained in the Special Redemption Account for a continuous period of thirty (30) months and which will not be used to redeem Bonds on the next Interest Payment Date in accordance with the immediately preceding sentence and Section 4.4 or Section 4.3(c), as applicable, shall be used to pay debt service on the Bonds on the next Interest Payment Date. Any amounts contained in the Special Redemption Account on the final maturity date of the Bonds shall be used to pay outstanding debt service on the Bonds. Section 7.2 Reserve Fund. There is hereby created and established with the Trustee a separate and special fund of the City which shall be designated as "The Special Service Area Number 2003-101 Special Tax Bonds, Reserve Fund" (the "Reserve Fund"), which must be maintained in an amount equal to the Reserve Requirement. The Reserve Requirement shall be an amount equal to $ as adjusted for prepayments pursuant to Section 7.1(e). Amounts deposited in the Reserve Fund shall be used solely for the purpose of (i) making transfers to the Bond and Interest Fund to pay the principal of, including mandatory sinking fund payments, and interest and any premium on, all Bonds when due, in the event that moneys in the Bond and Interest Fund are insufficient therefor, (ii) making any transfers to the Bond and Interest Fund if the balance in the Reserve Fund exceeds the amount required to redeem all Bonds then outstanding, or (iii) if the amount then on deposit in the Reserve Fund is at least equal to the Reserve Requirement, for transfer in accordance with the next paragraph, provided that no moneys shall be transferred from the Reserve Fund pursuant to clause (i) of this sentence without the written consent of the Notice Beneficial Owners owning a majority of the beneficial interests in the Bonds, if such Notice Beneficial Owners exist. On the Business Day prior to each Interest Payment Date, moneys in the Reserve Fund in excess of the Reserve Requirement shall be transferred by the Trustee from the Reserve Fund to the Bond and Interest Fund to be used for the payment of interest on Bonds on the next following Interest Payment Date. Section 7.3 Improvement Fund. There is hereby created and established with the Trustee a separate and special fund of the City which shall be designated as "The Special Service Area Number 2003-101 Special Tax Bonds, Improvement Fund" (the "Improvement Fund"). Moneys in the Improvement Fund shall be disbursed solely for the payment of the cost of acquiring, constructing, installing and performing the Special Services. Disbursements from the Improvement Fund shall be made by the Trustee upon receipt of a Disbursement Request of the City substantially in the form attached as Exhibit D to this Indenture executed by an Authorized Officer which shall (i) set forth the amount required to be disbursed, the purpose for which the disbursement is to be made, that such Special Services have been completed in accordance with the terms of the Public Infrastructure Agreement, that the disbursement is for the payment of a Special Service, and payment instructions to the Trustee for the amount to be disbursed; and (ii) certify that no portion of the amount then being requested to be disbursed was set forth in any previous request for disbursement. On the date on which a certificate of an Authorized Officer of the City is delivered certifying that the Special Services have been completed (the "Completion Date"), the Trustee shall transfer all amounts remaining in the Improvement Fund to the Bond and Interest Fund to be applied to the redemption of the Bonds pursuant to Section 22 4.3(b) hereof provided, however, that any amounts transferred to be applied to the redemption of Bonds which do not equal $1,000 or an integral multiple of$1,000 may be applied to pay interest owing on the Bonds on the next succeeding Interest Payment Date; and provided further, however, that upon written direction of an Authorized Officer an amount specified by the City may be transferred to the Capitalized Interest Account upon delivery to the Trustee of an opinion of Bond Counsel to the effect that the transfer of such amounts will not adversely affect the exclusion from gross income of interest on the Bonds for federal income tax purposes and is permitted under Illinois law. There is hereby created within the Improvement Fund established with the Trustee a separate account designated the"Costs of Issuance Account." Amounts deposited in the Costs of Issuance Account shall be used solely for the purpose of paying costs incurred in connection with the issuance of the Bonds. Disbursements from the Costs of Issuance Account shall be made by the Trustee upon receipt of a request of the City which shall (i) set forth the amount required to be disbursed, the purpose for which the disbursement is to be made, that the disbursement is a proper expenditure from the Costs of Issuance Account, and payment instructions to the Trustee for the amount to be reimbursed; and (ii) certify that no portion of the amount then being requested to be disbursed was set forth in any previous request for disbursement. On the date which is six (6) months after the date of issuance of the Bonds, the Trustee shall transfer all amounts remaining in the Costs of Issuance Account to the Improvement Fund. Section 7.4 Administrative Expense Fund. There is hereby created and established with the Trustee a separate and special fund of the City which shall be designated as "The Special Service Area Number 2003-101 Special Tax Bonds, Administrative Expense Fund" (the "Administrative Expense Fund"). Amounts in the Administrative Expense Fund shall be withdrawn by the Trustee and paid to the City or its order upon receipt by the Trustee of a written request from an Authorized Officer stating the amount to be withdrawn, that such amount is to be used to pay an Administrative Expense, and the nature of such Administrative Expense. Section 7.5 Rebate Fund. There is hereby created and established with the Trustee a separate and special fund of the City which shall be designated as "The Special Service Area Number 2003-101 Special Tax Bonds, Rebate Fund" (the "Rebate Fund"), into which there shall be deposited as necessary investment earnings in the Bond and Interest Fund and the Reserve Fund to the extent required so as to maintain the tax exempt status of interest on the Bonds. All rebates, special impositions or taxes for such purpose payable to the United States of America (Internal Revenue Service) shall be payable from the Rebate Fund. Section 7.6 Investment of Funds. Moneys on deposit in Funds and Accounts established hereunder may be invested from time to time in Qualified Investments pursuant to directions from the City to the Trustee provided that moneys on deposit in the Special Redemption Account shall be invested in Qualified Investments having a maturity of 180 days or less. Except as otherwise expressly provided herein, earnings or losses on such investments shall be attributed to the Fund or Account for which the investment was made. In the event that the Trustee does not receive directions from the City to invest funds held hereunder, the Trustee shall invest such funds in the or a successor or similar fund which invests in (i) short-term securities issued or guaranteed by the United States 23 Government, its agencies or instrumentalities and/or (ii) repurchase agreements relating to such securities. The Trustee is hereby authorized to execute purchases and sales of Qualified Investments through the facilities of its own trading or capital markets operations or those of any affiliated entity. The Trustee shall send statements to the City on a monthly basis reflecting activity in the account for the preceding month. Although the City recognizes that it may obtain a broker confirmation or written statement containing comparable information at no additional cost, the City hereby agrees that confirmations of Qualified Investments are not required to be issued by the Trustee for each month in which a monthly statement is rendered. ARTICLE VIII COVENANTS AND AGREEMENTS OF THE CITY Section 8.1 Tax Covenants. (a) 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 Code; (ii) will take all actions reasonably within its power to take which are necessary to be taken (and avoid taking any actions which are reasonably within its power to avoid taking and which are necessary to avoid) so that interest on the 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 in the Bond and Interest Fund 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, City Clerk and City Treasurer are authorized and directed to take such action as is necessary in order to carry out the issuance and delivery of the Bonds including, without limitation, to make any representations and certifications they deem proper pertaining to the use of the proceeds of the Bonds and moneys in the Funds and Accounts established hereunder in order to establish that the Bonds shall not constitute arbitrage bonds as so defined. (b) The City further covenants as follows with respect to the requirements of Section 148(f) of the Code, relating to the rebate of "excess arbitrage profits" (the "Rebate Requirement") to the United States: (c) Unless an applicable exception to the Rebate Requirement is available to the City, the City will meet the Rebate Requirement. (i) Relating to applicable exceptions, the City shall make such elections under the Code as it shall deem reasonable and in the best interests of the City. If such election may result in a"penalty in lieu of rebate" as provided in 24 the Code, and such penalty is incurred (the "Penalty"), then the City shall pay such Penalty. (ii) The City shall cause to be established, at such time and in such manner as it shall deem necessary or appropriate hereunder, the Rebate Fund for the Bonds, and the City shall further, not less frequently than annually, cause to be transferred to the Rebate Fund the amount determined to be the accrued liability under the Rebate Requirement or Penalty. The City shall cause to be paid to the United States, without further order or direction from the Corporate Authorities, from time to time as required, amounts sufficient to meet the Rebate Requirement or to pay the Penalty. (iii) Interest earnings in the Bond and Interest Fund and the Reserve Fund are hereby authorized to be transferred, without further order or direction from the Corporate Authorities, from time to time as required, to the Rebate Fund for the purposes herein provided; and proceeds of the Bonds, investment earnings or amounts on deposit in any of the other funds and accounts created hereunder and any other funds of the City are also hereby authorized to be used to meet the Rebate Requirement or to pay the Penalty, but only if necessary after application of investment earnings as aforesaid and only as appropriated by the Corporate Authorities. Section 8.2 Levy and Collection of Taxes. The City 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 taxes levied by this Indenture and the Bond Ordinance including enforcement of the Special Taxes as described in clause (c)below; (b) it will not take any action which would adversely affect the levy, extension, collection and application of the taxes levied by this Indenture and the Bond Ordinance, except to abate those taxes to the extent permitted by this Indenture and the Rate and Method; (c) it will comply with all requirements of the Special Service Area Act, the Bond Ordinance and other applicable present and future laws concerning the levy, extension and collection of the taxes levied by this Indenture and the Bond Ordinance; in each case so that the City shall be able to pay the principal of and interest on the Bonds as they come due and replenish the Reserve Fund to the Reserve Requirement and it will take all actions necessary to assure the timely collection of the Special Taxes, including without limitation, the enforcement of any delinquent Special Taxes by providing the County of Kendall with such information as is deemed necessary to enable the County to include any property subject to delinquent Special Taxes in the County Collector's annual tax sale and in the event the tax lien is forfeited at such tax sale, by the commencement and maintenance of an action to foreclose the lien of any delinquent Special Taxes all in the manner provided by law; provided, however, that the obligation to institute any 25 foreclosure action shall only arise in the event the City makes the determination that the proceeds from the foreclosure action have a commercially reasonable expectation for exceeding the costs thereof; and (d) in the event the City approves any change in the plat of subdivision which changes the density of the Special Service Area or otherwise becomes aware of a change in density, it will provide prompt written notice to the Consultant of such fact and the circumstances resulting in the change in density. Section 8.3 Proper Books and Records. The City will keep, or cause the Trustee to keep, proper books of record and accounts, separate from all other records and accounts of the City, in which complete and correct entries shall be made of all transactions relating to the deposits to and expenditure of amounts disbursed from the Funds and Accounts created hereunder and the Special Taxes. Such books of record and accounts shall at all times during business hours be subject to the inspection of the holders of not less than ten percent (10%) of the principal amount of the Bonds then outstanding, or their representatives authorized in writing. The City, or the Trustee on behalf of the City, upon written request will mail to the Purchaser, the Developer and any Notice Beneficial Owner any information relating to the Bonds, the Special Service Area or the Special Services, including, but not limited to, the annual audits of the Funds and Accounts established under this Indenture for each and every year. Section 8.4 Against Encumbrances. The City will not encumber, pledge or place any charge or lien upon any of the Special Taxes or other amounts pledged to the Bonds superior to, on a parity with, or junior to, the pledge and lien created in this Indenture for the benefit of the Bonds, except as permitted by, or specifically set forth in, this Indenture. Section 8.5 No Continuing Disclosure Undertaking. Based upon the fact that the Bonds are being initially issued in minimum denominations of$100,000 and that the Purchaser has advised the City of its intention (as further described in the Limited Offering Memorandum dated , 2003, relating to the Bonds) to offer the Bonds to 35 or fewer sophisticated investors, the offering and sale of the Bonds is exempt from the provisions of Rule 15c2-12, in effect as of the date of this Indenture, promulgated under the Securities and Exchange Act of 1934, as amended. Section 8.6 Additional Information. The City agrees to provide to the Trustee (i) each of the reports, certificates and other information required to be delivered by the Developer to the City pursuant to Section 6.1 of the Public Infrastructure Agreement, (ii) a report or reports not later than December 31 in each year commencing December 31, 2005, which may be prepared by the Consultant, setting forth the Special Tax Requirement for the current year and the immediately succeeding year and the amount of taxes to be abated for the current year, the current year's collection of taxes, delinquencies, tax sales, foreclosures, the Special Service Area's equalized assessed valuation, the estimated new value-to-lien ratio and the current ad valorem property tax rate(s), and (iii) a copy of the annual audited financial statements of the City. Section 8.7 Public Infrastructure Agreement. The City agrees to take all actions which are necessary to be taken to enforce the City's rights under the Public Infrastructure Agreement. 26 ARTICLE IX DEFAULTS AND REMEDIES Section 9.1 Events of Default. "Events of Default" under this Indenture are as follows: (a) Default shall be made by the City in the payment of the principal of or premium, if any, on any Bond when and as the same shall become due and payable, either at maturity or by proceedings for redemption or otherwise. (b) Default shall be made by the City in the payment of any installment of interest on any Bond when and as such installment of interest shall become due and payable. (c) The City shall (1) commence a voluntary case under the Federal bankruptcy laws, as now or hereafter constituted, or any other applicable Federal or state bankruptcy, insolvency or other similar law, (2) make an assignment for the benefit of its creditors, (3) consent to the appointment of a receiver of itself or of the whole or any substantial part of its property, or (4)be adjudicated a bankrupt or have entered against it any order for relief in respect of any involuntary case under the Federal bankruptcy laws, as now or hereafter constituted, or any other applicable Federal or state bankruptcy, insolvency or other similar law and such order shall continue in effect for a period of 60 days without stay or vacation. (d) A court of competent jurisdiction shall enter an order,judgment or decree appointing a receiver of the City, or of the whole or any substantial part of its property, or approving a petition seeking reorganization of the City under the Federal bankruptcy laws or any other applicable Federal or state law or statute and such order,judgment or decree shall not be vacated or set aside or stayed within 60 days from the date of the entry thereof. (e) Under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the City or of the whole or any substantial part of its property, and such custody or control shall not be terminated or stayed within 60 days from the date of assumption of such custody or control. (f) The City shall default in the due and punctual performance of any other of the covenants, conditions, agreements and provisions contained in the Bonds, the Bond Ordinance or in this Indenture on the part of the City to be performed, and such default shall continue for 30 days after written notice specifying such default and requiring the same to be remedied shall have been given to the City by the Trustee (which may give such notice whenever it reasonably determines that such a default exists and shall give such notice at the written request of the holders of not less than 25% in principal amount of the Bonds then outstanding). 27 Section 9.2 Remedies. Upon the occurrence of an Event of Default the Trustee may, and upon the written request of the holders of 25% in principal amount of the outstanding Bonds affected by the Event of Default and upon being indemnified as provided in Section 10.2(i) hereof shall, proceed to protect and enforce its rights and the rights of the holders of the Bonds by a suit, action or special proceeding in equity or at law, by mandamus or otherwise, either for the specific performance of any covenant or agreement contained herein or in aid or execution of any power herein granted or for any enforcement of any proper legal or equitable remedy as the Trustee, being advised by counsel, shall deem most effective to protect and enforce the rights aforesaid. During the continuance of an Event of Default, all moneys received by the Trustee under this Indenture from the City or from any other source shall be applied by the Trustee in accordance with the terms of Section 9.10 hereof Upon the occurrence of an Event of Default described in Section 9.1(a) or (b) of this Indenture, which occurs during such time as amounts remain on deposit in the Improvement Fund, upon the written request of the holders of 25% in principal amount of the outstanding Bonds, the Trustee shall transfer any amounts on deposit in the Improvement Fund to the Bond and Interest Fund to be applied by the Trustee in accordance with Section 9.10 hereof; provided that such transfer may only occur in the event the City has provided written notice to the Trustee that the Developer has abandoned construction of the Special Services and the City has elected not to complete the Special Services. Any judgment against the City shall be enforceable only against the amounts pledged pursuant to this Indenture. There shall not be authorized any deficiency judgment against any assets of, or the general credit of, the City. The Bonds shall not be subject to acceleration upon the occurrence of an Event of Default. Section 9.3 Notice of Default. The Trustee shall, within 10 days after the Trustee receives notice or obtains knowledge of the occurrence of an Event of Default, mail to the City, the Developer, the Notice Beneficial Owners and the Bondholders at the address shown on the registration books of the City maintained by the Bond Registrar, notice of all Events of Default known to the Trusteeunless such Events of Default shall have been cured before the giving of such notice. Section 9.4 Termination of Proceedings by Trustee. In case any proceedings taken by the Trustee on account of any Event of Default shall have been discontinued or abandoned for any reason, or shall have been determined adversely to the Trustee, then and in every such case the City, the Trustee and the Bondholders shall be restored to their former positions and rights hereunder, respectively, and all rights, remedies and powers of the Trustee shall continue as though no such proceeding had been taken. Section 9.5 Right of Bondholders to Control Proceedings. Anything in this Indenture to the contrary notwithstanding, the holders of a majority in principal amount of the Bonds then outstanding shall have the right, by an instrument in writing executed and delivered to the Trustee, to direct the method andplace of conductingall remedial proceedings to be taken bythe p g Trustee hereunder in respect of the Bonds; provided that such direction shall not be otherwise 28 than in accordance with law and the Trustee shall be indemnified to its satisfaction against the costs, expenses and liabilities to be incurred therein or thereby. Section 9.6 Right of Bondholders to Institute Suit. No holder of any of the Bonds shall have any right to institute any suit, action or proceeding in equity or at law for the execution of any trust hereunder, or for any other remedy hereunder or on the Bonds unless such holder previously shall have given to the Trustee written notice of an Event of Default as hereinabove provided, and unless also the holder, or holders, of 25% in principal amount of the outstanding Bonds affected by the Event of Default shall have made written request of the Trustee after the right to exercise such powers, or right of action, as the case may be, shall have accrued, and shall have afforded the Trustee a reasonable opportunity either to proceed to exercise the powers hereinbefore granted, or to institute such action, suit, or proceeding in its name; and unless, also, there shall have been offered to the Trustee security and indemnity satisfactory to it against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee shall have refused or neglected to comply with such request within a reasonable time; and such notification, request and offer of indemnity are hereby declared in every such case, at the option of the Trustee, to be conditions precedent to the execution of the powers and trusts of this Indenture or for any other remedy hereunder; it being understood and intended that no one or more holders of the Bonds shall have any right in any manner whatever by his or their action to affect, disturb or prejudice the security of this Indenture, or to enforce any right hereunder, except in the manner herein provided, and that all proceedings at law or in equity shall be instituted, had and maintained in the manner herein provided and for the equal benefit of all holders of the outstanding Bonds. Nothing in this Section 9.6 contained shall, however, affect or impair the right of any Bondholder, which is absolute and unconditional, to enforce the payment of the principal of and interest on the Bondholder's Bonds out of the Bond and Interest Fund, or the obligation of the City to pay the same, out of the Bond and Interest Fund, at the time and place in the Bonds expressed. Section 9.7 Suits by Trustee. All rights of action under this Indenture, or under any of the Bonds, enforceable by the Trustee, may be enforced by it without the possession of any of the Bonds or the production thereof at the trial or other proceeding relative thereto, and any such suit, or proceeding, instituted by the Trustee shall be brought in its name for the ratable benefit of the holders of the Bonds affected by such suit or proceeding, subject to the provisions of this Indenture. Section 9.8 Remedies Cumulative. No remedy herein conferred upon or reserved to the Trustee or to the Bondholders is intended to be exclusive of any other remedy or remedies, and each and every remedy shall be cumulative, and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute. Section 9.9 Waiver of Default. No delay or omission of the Trustee or of any Bondholder to exercise any right or power shall be construed to be a waiver of any such default, or an acquiescence therein; and every power and remedy given by this Article IX to the Trustee and the Bondholders, respectively, may be exercised from time to time, and as often as may be deemed expedient. 29 • Section 9.10 Application of Moneys After Default. The City covenants that if an Event of Default shall happen and shall not have been remedied, the Trustee shall apply moneys, securities and funds on deposit in the Funds and Accounts established pursuant to Article VII or received by the Trustee pursuant to any right given or action taken under the provisions of this Section as follows and in the following order: (a) To the payment of the reasonable and proper charges, expenses and liabilities of the Trustee, the Bond Registrar and any paying agent, including the fees and expenses of outside counsel for the Trustee, the Bond Registrar and any paying agent and the payment of Administrative Expenses owed to the City or the Consultant. (b) To the payment of the principal and interest then due on the Bonds as follows: (i) first, to the payment to the persons entitled thereto of all interest then due or payable on the Bonds in the order of the maturity of such installments; and (ii) second, to the payment to the persons entitled thereto of the unpaid installments of principal of any of the Bonds which have become due in the order of the maturity of such installments. Whenever moneys are to be applied by the Trustee pursuant to the provisions of this paragraph, such moneys shall be applied by the Trustee at such times, and from time to time, as the Trustee in its sole discretion shall determine, having due regard for the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future. The deposit of such moneys with the paying agent, or otherwise setting aside such moneys, in trust for the proper purpose, shall constitute proper application by the Trustee; and the Trustee shall incur no liability whatsoever to the City, to any Bondholder or to any other person for any delay in applying any such funds, so long as the Trustee acts with reasonable diligence, having due regard to the circumstances, and ultimately applies the same in accordance with such provisions of this Indenture as may be applicable at the time of application by the Trustee. Whenever the Trustee shall exercise such discretion in applying such funds, it shall fix the date (which shall be an Interest Payment Date unless the Trustee shall deem another date more suitable) upon which such application is to be made and upon such date interest on the amounts of principal paid on such date shall cease to accrue. The Trustee shall give such notice as it may deem appropriate of the fixing of any such date and of the endorsement to be entered on each Bond on which payment shall be made, and shall not be required to make payment to the holder of any unpaid Bond until such Bond shall be presented to the Trustee for appropriate endorsement, or some other procedure deemed satisfactory by the Trustee. 30 ARTICLE X TRUSTEE Section 10.1 Appointment of the Trustee. The Trustee hereunder is hereby constituted and appointed as the trustee of an express trust hereby created for the Bondholders. The further rights and duties of the Trustee are set forth in this Article X. Section 10.2 Performance of Duties. The Trustee shall perform such duties and only such duties as are specifically set forth in this Indenture, using such care as a corporate trustee ordinarily would use in performing trusts under a corporate indenture or trust or depositary agreement. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (a) The duties and obligations of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee. (b) In the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificate or opinion furnished to the Trustee conforming to the requirements of this Indenture; but in the case of any such certificate or opinion which by any provision hereof is specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not it conforms to the requirements of this Indenture. (c) The Trustee shall not be liable for any error of judgment made in good faith by a responsible officer or officers of the Trustee unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts. (d) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority (or such larger percentage as is otherwise specifically required by the terms hereof) in aggregate principal amount of all the Bonds at the time outstanding. (e) None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur individual financial liability in the exercise of any of its rights or powers. (f) At any and all reasonable times, upon first providing 48 hours' notice to the City, the Trustee, and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, shall have the right fully to inspect any and all of the 31 books, papers and records of the City pertaining to the Special Services and the Bonds, and to take such memoranda from and in regard thereto as may be desired. (g) The Trustee shall not be required to give any bond or surety in respect of the execution of the trusts and powers granted by this Indenture or otherwise in respect of the premises. (h) Notwithstanding anything elsewhere in this Indenture contained, the Trustee shall have the right, but shall not be required, to demand, in respect of the withdrawal of any cash or any action whatsoever within the purview of this Indenture, any showings, certificates, opinions, appraisals or other information or corporate action or evidence thereof, in addition to that by the terms hereof required as a condition of such action by the Trustee, reasonably necessary to establish the right of the City to the withdrawal of any cash or the taking of any other action by the Trustee. (i) Before taking any action under Section 9.2, the Trustee may require that a satisfactory indemnity bond or other security satisfactory to it be furnished by the party requesting that the Trustee take such action for the reimbursement of all expenses to which it may be put and to protect it against all liability, except liability which is adjudicated to have resulted from the negligence or willful default of the Trustee in connection with any action so taken. (j) All moneys received by the Trustee or any paying agent shall, until used or applied or invested as herein provided, be held in trust for the purposes for which they were received. (k) The Trustee may execute any of the trusts or powers hereof and perform any of its duties by or through attorneys, agents, receivers, or employees and shall not be answerable for the conduct of the same if appointed with due care hereunder. Section 10.3 Instruments Upon Which Trustee May Rely. Except as otherwise provided in paragraph(b)hereof: (a) The Trustee may rely and shall be protected in acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. (b) Any notice, request, direction, election, order or demand of the City mentioned herein shall be sufficiently evidenced by an instrument signed in the name of the City by its Mayor or its City Clerk (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Corporate Authorities may be evidenced to the Trustee by a copy thereof certified by the City Clerk under the City seal. (c) The Trustee may consult with reputable counsel (who may but need not be counsel for the City) and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel. 32 (d) Whenever in the administration of the trusts under this Indenture, the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by a certificate of the City; and such certificate of the City shall, in the absence of negligence or bad faith on the part of the Trustee, be full warranty to the Trustee for any action taken or suffered by it under the provisions of this Indenture upon the faith thereof. Section 10.4 Trustee not Responsible for Recitals and Other Matters. The Trustee shall not be responsible in any manner whatsoever for the correctness of the recitals herein or in the Bonds (except the Trustee's certificate of authentication thereon), all of which are made by the City solely; and the Trustee shall not be responsible or accountable in any manner whatsoever for or with respect to the validity or execution or sufficiency of this Indenture, or of any indenture supplemental hereto, or of the Bond Ordinance or the Bonds, or the sufficiency of the taxes levied to pay the principal of and interest on the Bonds, or for the security afforded hereby or for the validity of any securities at any time held hereunder, and the Trustee makes no representation with respect thereto. The Trustee shall not be accountable for the use or application by the City of the proceeds of any Bonds authenticated and delivered hereunder, or for the use or application of any moneys paid over by the Trustee in accordance with any provision of this Indenture. Section 10.5 Trustee May Acquire Bonds. The Trustee and its officers and directors may acquire and hold, or become the pledgee of, Bonds and may otherwise deal with the City in the manner and to the same extent and with like effect as though it were not Trustee hereunder. Section 10.6 Qualification of Trustee. There shall at all times be a Trustee hereunder which shall be a corporation organized and doing business under the laws of the United States or any state thereof, authorized under such laws to exercise corporate trust powers, having a combined capital, surplus and undivided profits of at least $50,000,000, and subject to supervision or examination by federal or state authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purposes of this paragraph the combined capital, surplus and undivided profits of such corporation shall be deemed to be its combined capital, surplus and undivided profits as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this paragraph, the Trustee shall resign immediately in the manner and with the effect specified in Section 10.7. Section 10.7 Resignation or Removal of Trustee and Appointment of Successor. (a) The Trustee may at any time resign by giving written notice to the City, the Developer, each Notice Beneficial Owner, and the Bondholders by first class mail to the names and addresses shown on the list maintained by the Bond Registrar. Upon receiving such notice of resignation, the City shall promptly appoint a successor Trustee by an instrument in writing executed by order of the City. If no successor Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of 33 such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee, or any Bondholder who has been a bona fide holder of a Bond or Bonds for at least six months may, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor Trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor Trustee. (b) In case at any time any of the following shall occur: (i) The Trustee shall cease to be eligible in accordance with the provisions of Section 10.6 and shall fail to resign after written request therefor by the City, by any Notice Beneficial Owner or by any Bondholder who has been a bona fide holder of a Bond or Bonds for at least six months, or (ii) The Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, the City may remove the Trustee and appoint a successor Trustee by an instrument in writing executed by order of the City or any Bondholder may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor Trustee. (c) The holders of a majority in aggregate principal amount of all the Bonds at the time outstanding may at any time remove the Trustee and appoint a successor Trustee by an instrument or concurrent instruments in writing signed by such Bondholders. Such successor Trustee shall be a corporation authorized under applicable laws to exercise corporate trust powers, may be incorporated under the laws of the United States or of any State within the United States. Such successor Trustee shall satisfy the minimum combined capital, surplus and undivided profits requirement set forth in Section 10.6. (d) The City, subject to the approval of the holders of a majority in aggregate principal amount of all the Bonds at the time outstanding, may at any time remove the Trustee and appoint a successor Trustee by an instrument in writing signed by the City and accompanied by an instrument or concurrent instruments in writing signed by such Bondholders approving such removal and appointment. (e) Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 10.7 shall become effective upon acceptance of appointment by the successor Trustee as provided in Section 10.8. Section 10.8 Concerning the Successor Trustee. Any successor Trustee appointed as provided in Section 10.7 shall execute, acknowledge and deliver to the City and to its predecessor Trustee an instrument accepting such appointment hereunder, and thereupon the 34 resignation or removal of the predecessor Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations of its predecessor in the trusts hereunder, with like effect as if originally named as Trustee herein; but nevertheless on the written request of the City or the request of the successor Trustee, the Trustee ceasing to act shall execute and deliver an instrument transferring to such successor Trustee, upon the trusts herein expressed, all the rights, powers and trusts of the Trustee so ceasing to act. Upon request of any such successor Trustee, the City shall execute any and all instruments in writing more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and duties. Any Trustee ceasing to act shall nevertheless be entitled to receive the amounts due it as compensation, reimbursement, expenses and indemnity afforded to it by this Article X. No successor Trustee shall accept appointment as provided in this Section 10.8 unless at the time of such acceptance such successor Trustee shall be eligible under the provisions of Section 10.6. Upon the acceptance of appointment by a successor Trustee as provided in this Section 10.8, the City shall mail a copy of such notice to each person whose name appears as an owner of Bonds on the list maintained by the Bond Registrar and each Notice Beneficial Owner. If the City fails to mail such notice within 10 days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the City. Any banking association or corporation into which the Trustee may be merged, converted or with which the Trustee may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any banking association or corporation to which all or substantially all of the corporate trust business of the Trustee shall be transferred, shall succeed to all the Trustee's rights, obligations and immunities hereunder without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. Section 10.9 Monthly Statements. The Trustee shall provide the Purchaser, the Consultant, the Developer and the City, or their designees, a monthly statement, commencing on , 2003, itemizing all moneys received by it and all payments made by it under this Indenture during the preceding monthly period and annual reports relating to the Funds and Accounts created under this Indenture and such other information relating to the Bonds and the Funds and Accounts maintained by the Trustee under this Indenture as the Purchaser, the Developer and the City shall reasonable request. The Trustee shall also provide to (i) each Notice Beneficial Owner(until such time as it is not a Beneficial Owner) and (ii) each other Beneficial Owner upon written request the following: (a) copies of the monthly statements described above; (b) Copies of all notices or reports given to the City by the Trustee under this Indenture; (c) Copies of all notices given by the Trustee to, or requests for consent requested by the Trustee from, the Bondholders; 35 (d) Notices or reports given by the City to the Trustee pursuant to this Indenture and the audited financial statements delivered to the Trustee pursuant to Section 8.6 of this Indenture; (e) Any report, notice or communication given by the Developer to the City pursuant to the Public Infrastructure Agreement, if any, and pursuant to this Indenture including, but not limited to, information delivered to the Trustee pursuant to Section 8.6 of this Indenture; (f) Any notice required to be given to the Beneficial Owners under this Indenture; (g) Copies of all amendments and supplements to this Indenture; and (h) The name and telephone number of the officer of the Trustee who will provide information required to be delivered pursuant to this Section 10.9, if different than the name and telephone number set forth in Section 13.2 hereof. ARTICLE XI SUPPLEMENTAL INDENTURES Section 11.1 Supplemental Indentures Not Requiring Consent of Bondholders. The City by the Corporate Authorities, and the Trustee from time to time and at any time, subject to the conditions and restrictions in this Indenture contained, may pass and accept an indenture or indentures supplemental hereto, which indenture or indentures thereafter shall form a part hereof, for any one or more of the following purposes: (a) To add to the covenants and agreements of the City in this Indenture contained, other covenants and agreements thereafter to be observed or to surrender, restrict or limit any right or power herein reserved to or conferred upon the City; (b) To grant to or confer upon the Trustee for the benefit of the owners of the Bonds any additional rights, remedies, powers, authority or security that may lawfully be granted to or conferred upon the owners or the Trustee; (c) To modify, amend or supplement this Indenture in such manner as to permit, if presented, the qualification of this Indenture under the Trust Indenture Act of 1939 or any similar federal statute then in effect or under any state blue sky law; and (d) To surrender any right, power or privilege reserved to or conferred upon the City by the terms of this Indenture, provided that the surrender of such right, power or privilege is not contrary to or inconsistent with the covenants and agreements of the City contained in this Indenture. Any supplemental indenture authorized by the provisions of this Section 11.1 may be executed by the City, by the Corporate Authorities, and by the Trustee without the consent of any 36 Notice Beneficial Owners or the registered owners of any of the Bonds at the time outstanding, but only upon receipt of an opinion of bond counsel if requested pursuant to the provisions of Section 11.6, notwithstanding any of the provisions of Section 11.2, but the Trustee shall not be obligated to accept any provision of such supplemental indenture to the extent that it affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Section 11.2 Supplemental Indentures Requiring Consent of Bondholders. With the consent (evidenced as provided herein) of the Notice Beneficial Owners and the registered owners of not less than a majority in aggregate principal amount of the Bonds, respectively, at the time outstanding, but only upon receipt of an opinion of bond counsel if requested pursuant to the provisions of Section 11.6, the City, by the Corporate Authorities may pass, and the Trustee may accept from time to time and at any time an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this indenture or of any supplemental indenture; provided that no such modification or amendment shall extend the maturity or reduce the principal of or the interest rate on or otherwise alter or impair the obligation of the City to pay the principal, interest or redemption premium, if any, at the time and place and at the rate and in the currency provided therein of any Bond without the express consent of the registered owner of such Bond or permit the creation of a preference or priority of any Bond or Bonds over any other Bond or Bonds, or reduce the percentage of Bonds, respectively, required for the affirmative vote or written consent to an amendment or modification, or deprive the registered owners of the Bonds (except as aforesaid) of the right to payment of the Bonds, from the Special Taxes and the Foreclosure Proceeds without the consent of the registered owners of all the Bonds (as the case may be) then outstanding. Upon receipt by the Trustee of a certified copy of such Indenture and upon the filing with the Trustee of evidence of the consent of Bondholders as aforesaid, the Trustee shall accept such supplemental indenture, but the Trustee shall not be obligated to accept any provision of such supplemental indenture to the extent that it affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. It shall not be necessary for the consent of the Bondholders under this paragraph to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the passage by the City and the acceptance by the Trustee of any supplemental indenture pertaining to the Bonds pursuant to the provisions of this paragraph, the City shall mail a notice by first class mail to the Bondholders, setting forth in general terms the substance of such supplemental indenture, and that the supplemental indenture has been consented to by the requisite percentage of the Bondholders. Any failure of the City to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. Section 11.3 Supplemental Indenture to Modify this Indenture. Upon the execution of any supplemental indenture pursuant to the provisions of this Article XI, and upon receipt of the opinion of bond counsel if required by the provisions of Section 11.6, this Indenture shall be modified and amended in accordance therewith and the respective rights, duties and obligations under this Indenture of the City, the Trustee and all registered owners of Bonds, outstanding thereunder shall thereafter be determined, exercised and enforced hereunder subject in all 37 respects to such modification and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes. Section 11.4 Trustee May Rely Upon Opinion of Counsel Re: Supplemental Indenture. The Trustee may receive an opinion of counsel as conclusive evidence that any supplemental indenture executed pursuant to the provisions of this Article XI complies with the requirements of this Article XI. Section 11.5 Notation. Bonds authenticated and delivered after the execution of any supplemental indenture pursuant to the provisions of this Article XI may bear a notation, in form approved by the Trustee, as to any matter provided for in such supplemental indenture, and if such supplemental indenture shall so provide, new Bonds, so modified as to conform, in the opinion of the Trustee and the Corporate Authorities, to any modification of this Indenture contained in any such supplemental indenture, may be prepared by the City, authenticated by the Trustee and delivered without cost to the registered owners of the Bonds then outstanding, upon surrender for cancellation of such Bonds in equal aggregate principal amounts. Section 11.6 Opinion of Bond Counsel. Prior to the adoption of a supplemental indenture executed pursuant to the provisions of this Article XI the Trustee shall give written notice by mail to the Developer, the Notice Beneficial Owners and the registered owners of all Bonds Outstanding at the addresses as set forth in the Register of the Bonds held by the Bond Registrar of the substance of the proposed supplemental indenture. If within 10 days of the Trustee's mailing such notice any Notice Beneficial Owner or registered owner of the Bonds requests that an opinion of bond counsel be delivered to the effect that such supplemental indenture will not adversely affect the exclusion from gross income of interest on the Bonds for federal income tax purposes, such supplemental indenture shall not become effective until such opinion has been delivered to the Trustee. ARTICLE XII DEFEASANCE Section 12.1 Defeasance. (a) If the City shall pay or cause to be paid, or there shall otherwise be paid, to the Bondholders of all Bonds the principal or redemption price, if applicable, and interest due or to become due thereon, at the times and in the manner stipulated therein and in this Indenture, then the pledge of the Trust Estate, and all covenants, agreements and other obligations of the City to the Bondholders, shall thereupon cease, terminate and become void and be discharged and satisfied. In such event, the Trustee shall cause an accounting for such period or periods as shall be requested by the City to be prepared and filed with the City and, upon the request of the City, shall execute and deliver to the City all such instruments as may be desirable to evidence such discharge and satisfaction, and the Trustee shall pay over or deliver to the City all moneys or securities held pursuant to this Indenture which are not required for the payment of principal or redemption price, if applicable, of and interest on the Bonds. If the City shall pay or cause to be paid, or there 38 shall otherwise be paid, to the Bondholders of any outstanding Bonds the principal or redemption price and interest due or to become due thereon, at the times and in the manner stipulated therein and in this Indenture, such Bonds shall cease to be entitled to any lien, benefit or security under this Indenture, and all covenants, agreements and obligations of the City to the Bondholders of such Bonds shall thereupon cease, terminate and become void and be discharged and satisfied. (b) Bonds or interest installments for the payment or redemption of which moneys shall have been set aside and shall be held in trust by the Trustee (through deposit by the City of funds for such payment or redemption or otherwise) at the maturity or redemption date thereof shall be deemed to have been paid within the meaning and with the effect expressed in subsection (a) of this Section 12.1. In addition, any Outstanding Bonds shall, prior to the maturity or redemption date thereof, be deemed to have been paid within the meaning and with the effect expressed in subsection (a) of this Section 12.1 upon compliance with the provisions of subsection (c) of this Section 12.1. (c) Subject to the provisions of subsection (d) of this Section 12.1, any Outstanding Bonds shall, prior to the maturity or redemption date thereof, be deemed to have been paid within the meaning and with the effect expressed in subsection (a) of this Section 12.1 if: (i) in case any of said Bonds are to be redeemed on any date prior to their maturity, the City shall have given to the Trustee irrevocable instructions accepted in writing by the Trustee to give as provided in Section 4.5 notice of redemption of such Bonds on said date; (ii) there shall have been deposited with the Trustee either moneys in an amount which shall be sufficient or Defeasance Securities, the principal of and the interest on which when due will provide moneys which, together with the moneys, if any, deposited with the Trustee at the same time, shall be sufficient, to pay when due the principal or redemption price, if applicable, and interest due and to become due on said Bonds on or prior to the redemption date or maturity date thereof, as the case may be; and (iii) in the event said Bonds do not mature, are not by their terms subject to redemption or, under the plan of refunding applicable thereto, are not to be redeemed, in each case, within the next succeeding ninety (90) days, the City shall have given the Trustee in form satisfactory to it irrevocable instructions to give, as soon as practicable, by first-class mail, postage prepaid, to the owners of such Bonds at their last addresses appearing on the books of the City kept at the office of the Bond Registrar a notice that the deposit required by (ii) above has been made with the Trustee and that said Bonds are deemed to have been paid in accordance with this Section 12.1 and stating such maturity or redemption date upon which moneys are to be available for the payment of the principal or redemption price, if applicable, on said Bonds. 39 (d) Anything in this Indenture to the contrary notwithstanding, any moneys held in trust for the payment and discharge of any of the Bonds which remain unclaimed for one year after the date when such Bonds have become due and payable, either at their stated maturity dates or by call for earlier redemption shall be repaid to the City, as its absolute property and free from trust, and the Trustee shall thereupon be released and discharged, with respect thereto and the Bondholders shall look only to the City for the payment of such Bonds; provided, however, that before being required to make any such payment to the City, the Trustee shall, at the expense of the City, (i) give to the owners of such Bonds as to which any moneys remain unclaimed, by first class mail, postage prepaid, at the last address of such owners appearing on the books of the City kept at the office of the Bond Registrar and (ii) cause to be published one time in an Authorized Newspaper, a notice that said moneys remain unclaimed and that, after a date named in said notice, which date shall be not less than thirty (30) days after the date of the publication of such notice, the balance of such moneys then unclaimed will be returned to the City. (e) Upon the payment or defeasance of all outstanding Bonds as provided in this Article XII, the Trustee and the City shall execute a Satisfaction of Tax Lien substantially in the form of Exhibit C hereto for all Parcels for which a satisfaction of tax lien has not previously been delivered and the City shall file or cause to be filed such Satisfaction of Tax Lien with the Recorder of Deeds of Kendall County, Illinois. ARTICLE XIII MISCELLANEOUS Section 13.1 Severability. If any provision of this Indenture shall be held or deemed to be illegal, inoperative or unenforceable under applicable law or interpreted in such manner as to be prohibited by or be held invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Indenture. Section 13.2 Notices. Except as otherwise provided in this Indenture, all notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed given when personally delivered or mailed by certified mail, postage prepaid, or when sent by telecopy(receipt confirmed by telephone) or telegram, addressed as follows: If to the City: United City of Yorkville 800 Game Farm Road Yorkville, Illinois 60560 Attention: Mayor Telephone: 630-553-4350 Telecopier: 630-553-7570 40 If to the Trustee: BNY Midwest Trust Company 2 North LaSalle Street, Suite 1020 Chicago, Illinois 60602 Attention: Corporate Trust Department Telephone: 312-827-8528 Telecopier: 312-827-8522 If to the Developer: Wiseman-Hughes Enterprises, Inc. 975 East 22nd Street Wheaton, Illinois 60187 Attention: John Kulczewski Telephone: 630-653-0500 Telecopier: 630-653-0639 If to the Purchaser: William Blair& Company, L.L.C. 222 West Adams Street Chicago, Illinois 60606 Attention: Peter J. Raphael Telephone: 312-364-8386 Telecopier: 312-236-0174 Section 13.3 Holidays. If any date for the payment of an amount hereunder or the taking of any other action required or permitted to be taken hereunder, is not a Business Day, then such payment shall be due, or such action shall or may be taken, as the case may be, on the first Business Day thereafter with the same force and effect as if done on the nominal date provided in this Indenture. Section 13.4 Execution of Counterparts. This Indenture may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 13.5 Applicable Law. This Indenture shall be governed by and construed in accordance with the internal laws of the State of Illinois. Section 13.6 Immunity of Officers, Employees, Elected Officials of the City. No recourse shall be had for the payment of the principal of or premium, if any, or interest on any of the Bonds or for any claim based thereon or upon any obligation, covenant or agreement contained in this Indenture or any agreement supplemental hereto, against any past, present or future mayor or other officer, director, member, employee, attorney or agent of the City, or any incorporator, officer, director, member, employee or agent of any successor corporation or body politic, as such, either directly or through the City or any successor corporation or body politic, 41 under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such incorporators, officers, directors, members, employees or agents, as such, is hereby expressly waived and released as a condition of and consideration for the execution of this Indenture and the issuance of any of the Bonds. 42 IN WITNESS WHEREOF, the United City of Yorkville, Illinois has caused these presents to be signed in its name and on its behalf by its Mayor and its corporate seal to be hereunto affixed and attested by its City Clerk and to evidence its acceptance of the trusts hereby created BNY Midwest Trust Company has caused these presents to be signed in its name and on its behalf by its Authorized Officer, its official seal to be hereunto affixed and the same to be attested by its Authorized Officer, all as of the day and year first above written. UNITED CITY OF YORKVILLE, ILLINOIS By: Mayor [SEAL] Attest: By: City Clerk BNY MIDWEST TRUST COMPANY, as trustee By: Authorized Officer [SEAL] Attest: By: Authorized Officer 43 EXHIBIT A UNITED CITY OF YORKVILLE SPECIAL SERVICE AREA NUMBER 2003-101 EXHIBIT B UNITED STATES OF AMERICA STATE OF ILLINOIS COUNTY OF KENDALL UNITED CITY OF YORKVILLE KENDALL COUNTY, ILLINOIS SPECIAL SERVICE AREA NUMBER 2003-101 SPECIAL TAX BOND SERIES 2003 (WINDETT RIDGE PROJECT) Bond No. Principal Amount: $ Date of Bond: , 2003 Interest Rate: % CUSIP: Date of Maturity: Registered Owner: Cede & Co. The United City of Yorkville, Kendall County, Illinois (the "City"), for value received, promises to pay to the Registered Owner specified above or registered assigns, upon presentation and surrender of this bond at the office of BNY Midwest Trust Company, Chicago, Illinois, as Trustee (the "Trustee") the Principal Amount of this bond specified above on the Date of Maturity specified above and to pay the Registered Owner of this bond interest on that sum at the Interest Rate per year specified above from the Date of Bond specified above to the Date of Maturity specified above, payable semiannually on March 1 and September 1, with the first interest payment date being March 1, 2004. Interest shall be computed on the basis of a 360-day year of twelve 30-days months. Interest on this bond shall be payable on each interest payment date by check or draft of the Trustee mailed to the person in whose name this bond is registered at the close of business on the 15th day of the month preceding such interest payment date. During such time as this bond is registered so as to participate in a securities depository system with The Depository Trust Company ("DTC"), principal of and interest on this Bond shall be payable by wire transfer pursuant to instructions from DTC. The principal of, interest on and redemption premium on this bond are payable in lawful money of the United States of America. No interest shall accrue on this bond after its Date of Maturity unless this bond shall have been presented for payment at maturity and shall not then have been paid. This bond is one of an authorized issue of bonds in the aggregate principal amount of $ . This bond and the issue of which it is a part (together, the "Bonds") are issued pursuant to the provisions of the "Special Service Area Tax Law," 35 ILCS §200/27-5 et seq., as amended, and the provisions of the Local Government Debt Reform Act, 30 ILCS §350/1 et seq., as amended, and the principal of and interest on the Bonds are payable from special taxes (the "Special Taxes") levied on all taxable real property within the United City of Yorkville Special Service Area Number 2003-101 (the"Special Service Area")pursuant to a special tax roll. The Bonds are being issued for the purpose of paying a portion of the costs of special services to be provided to the Special Service Area, all as more fully described in an ordinance adopted by the City Council of the City on , 2003 (the "Bond Ordinance") and a Trust Indenture dated as of , 2003 between the City and the Trustee (the "Indenture"), to all the provisions of which the holder by the acceptance of this bond assents. Terms not otherwise defined herein shall have the meanings ascribed to such terms in the Indenture. The Bonds, together with the interest thereon, are limited obligations of the City, payable solely from the collection of the Special Taxes and other moneys deposited in certain Funds and Accounts established pursuant to the Indenture. For the prompt payment of the principal of and interest on this bond the Special Taxes are hereby irrevocably pledged. THE BONDS DO NOT CONSTITUTE GENERAL OBLIGATIONS OF THE CITY AND NEITHER THE FULL FAITH AND CREDIT NOR THE UNLIMITED TAXING POWER OF THE CITY SHALL BE PLEDGED AS SECURITY FOR THE PAYMENT OF THE BONDS. The Bonds maturing are subject to mandatory sinking fund redemption and final payment at a price of par plus accrued interest, without premium, on March 1, of the years and in the amounts as follows: Year Amount 2007 $ 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 B-2 The City covenants that it will redeem the Bonds pursuant to the mandatory sinking fund redemption requirements for the Bonds to the extent amounts are on deposit in the Bond and Interest Fund. The Bonds are also subject to optional redemption prior to maturity at the option of the City, in whole or in part, on any date on or after March 1, 2013, at a redemption price (expressed as a percentage of the principal amount of the Bonds to be redeemed), as set forth below, plus accrued and unpaid interest to the date of redemption: Redemption Dates Redemption Prices March 1, 2013 through February 28, 2014 102% March 1, 2014 through February 28, 2015 101 March 1, 2015 and thereafter 100 Any optional redemption of Bonds shall be applied, to the extent possible, to reduce pro rata the amount required to be redeemed by mandatory sinking fund redemption pursuant to the Indenture, and so as to maintain the proportion of principal maturing in each year to the total original principal amount of Bonds. The Bonds are also subject to mandatory redemption on any interest payment date, in part, at a redemption price equal to the principal amount to be redeemed, together with accrued interest to the date fixed for redemption, without premium, from amounts in the Bond and Interest Fund consisting of the proceeds received by the City in connection with a condemnation of any of the special services or any other property owned by or dedicated to the City within the Special Service Area and allocable to the Bonds as determined by the Consultant and which proceeds are not used by the City to rebuild the Special Services. The Bonds are subject to redemption on any Interest Payment Date, in part, at a redemption price equal to the principal amount to be redeemed, together with accrued interest to the date fixed for redemption, without premium, from amounts transferred from the Improvement Fund to the Bond and Interest Fund. The Bonds are subject to mandatory redemption on any Interest Payment Date, in whole or in part, at a redemption price equal to the principal amount to be redeemed, together with accrued interest to the date fixed for redemption, without premium, in the event of a mandatory prepayment of the Special Taxes upon a reduction in the Maximum Parcel Special Tax as a result of a change in the expected number of single family to be built within the Special Service Area or any other event that reduces the total of the Maximum Parcel Special Tax as described in, and in the amounts set forth in, Section of the Rate and Method (as defined in the Indenture). B-3 The Bonds are also subject to mandatory redemption on any interest payment date, in part, from amounts available for disbursement from the Special Redemption Account and from amounts transferred from the Reserve Fund to the Special Redemption Account in connection with prepayments of the Special Taxes, at a redemption price (expressed as a percentage of the principal amount of the Bonds to be redeemed), as set forth below, together with accrued interest on such Bonds to the date fixed for redemption: Redemption Dates Redemption Prices On or prior to February 28, 2013 103% March 1, 2013 through February 28, 2014 102 March 1, 2014 through February 28, 2015 101 March 1, 2015 and thereafter 100 Any mandatory redemption of the Bonds in part from proceeds from condemnation, proceeds transferred from the Improvement Fund to the Bond and Interest Fund or prepayments of the Special Taxes shall be applied to reduce pro rata the amount of Bonds required to be redeemed by mandatory sinking fund redemption pursuant to the Indenture, and so as to maintain the proportion of principal maturing in each year to the total original principal amount of Bonds. If less than all the Bonds of any maturity are to be redeemed on any redemption date, the Bond Registrar named below will assign to each Bond of the maturity to be redeemed a distinctive number for each $1,000 of principal amount of that Bond. The Bond Registrar will then select by lot from the numbers so assigned, using such method as it shall deem proper in its discretion, as many numbers as, at $1,000 per number, shall equal the principal amount of Bonds of that maturity to be redeemed; provided that following any redemption, no Bonds shall be outstanding in an amount less than the minimum Authorized Denomination except as necessary to effect the mandatory sinking fund redemption of Bonds as provided in the Indenture. Notice of the redemption of any Bonds, which by their terms shall have become subject to redemption, will be given to the Notice Beneficial Owners, as defined in the Indenture, and the registered owner of each Bond called for redemption in whole or in part not less than 30 or more than 60 days before any date established for redemption of Bonds, by the Bond Registrar, on behalf of the City, by registered or certified mail sent to the registered owner's last address, if any, appearing on the registration books kept by the Bond Registrar. All notices of redemption shall include at least the designation, date and maturities of Bonds called for redemption, CUSIP Numbers, if available, and the date of redemption. In the case of a Bond to be redeemed in part only, the notice will also specify the portion of the principal amount of the Bond to be redeemed. The mailing of the notice specified above to the registered owner of any Bond will be a condition precedent to the redemption of that Bond, provided that any notice which is mailed in accordance with the Indenture will be conclusively presumed to have been duly given whether or not the B-4 owner received that notice. The failure to mail notice to the owner of any Bond, or any defect in that notice, shall not affect the validity of the redemption of any other Bonds. This bond is negotiable, subject to the following provisions for registration and registration of transfer. The City maintains books for the registration and registration of transfer of Bonds at the office of the Trustee, as Bond Registrar. This bond is fully registered on those books in the name of its owner, as to both principal and interest, and transfer of this bond may be registered on those books upon surrender of this bond to the Bond Registrar by the registered owner or his or her attorney duly authorized in writing together with a written instrument of transfer satisfactory to the Bond Registrar duly executed by the registered owner or his or her duly authorized attorney. Upon surrender of this bond for registration of transfer, a new bond or bonds in the same aggregate principal amount and of the same maturity will be issued to the transferee as provided in the Indenture. This bond may be exchanged, at the option of the Registered Owner, for an equal aggregate principal amount of bonds of the same maturity of any other Authorized Denominations, upon surrender of this bond at the office of the Bond Registrar with a written instrument of transfer satisfactory to the Bond Registrar duly executed by the Registered Owner or his or her duly authorized attorney. For every exchange or registration of transfer of this bond, the City or the Bond Registrar may make a charge sufficient to reimburse it for any tax, fee or other governmental charge, other than one imposed by the City, required to be paid with respect to that exchange or registration of transfer, and payment of that charge by the person requesting exchange or registration of transfer shall be a condition precedent to that exchange or registration of transfer. No other charge may be made by the City or the Bond Registrar as a condition precedent to exchange or registration of transfer of this bond. The Bond Registrar shall not be required to exchange or register the transfer of any Bond following the close of business on the 15th day of the month preceding any interest payment date on such Bond, nor to transfer or exchange any Bond after notice calling such Bond for redemption has been mailed, nor during a period of 15 days next preceding mailing of a notice of redemption of any Bonds. The City, the Trustee and the Bond Registrar may deem and treat the registered owner of this bond as its absolute owner, whether or not this bond is overdue, for the purpose of receiving payment of the principal of or interest on this bond and for all other purposes, and neither the City, the Bond Registrar nor the Trustee shall be affected by any notice to the contrary. Payment of the principal of and interest on this bond shall be made only to its registered owner, and all such payments shall be valid and effective to satisfy the obligation of the City on this bond to the extent of the amount paid. All conditions which by law must have existed or must have been fulfilled in the issuance of this bond existed and were fulfilled in compliance with law. Provision has been made for the levy, collection and segregation of the Special Taxes sufficient to pay and discharge the principal of this bond at maturity and to pay interest on this bond as it falls due. The issuance of the Bonds by the City will not cause the City to exceed or violate any applicable limitation or B-5 condition respecting the issuance of bonds imposed by the law of the State of Illinois or by any indenture, ordinance or resolution of the City. The Bonds are issued for purposes for which the City is authorized by law to issue bonds including but not limited to the payment of a portion of the costs of the special services to be provided to the Special Service Area, making deposits to a reserve fund, administrative expense fund and a capitalized interest account, and paying costs of the City in connection with the issuance of the Bonds. This bond shall not be valid for any purpose unless and until the certificate of authentication on this bond shall have been duly executed by the Trustee. B-6 IN WITNESS WHEREOF, the United City of Yorkville, Kendall County, Illinois, by its Mayor and City Council, has caused this bond to be executed by the manual or facsimile signature of its Mayor and attested by the manual or facsimile signature of its City Clerk and has caused its corporate seal to be affixed to this bond (or a facsimile of its seal to be printed on this bond), all as of the Date of Bond specified above. UNITED CITY OF YORKVILLE, ILLINOIS By: Mayor (SEAL) ATTEST: City Clerk Date of Authentication: This bond is one of the bonds described in the Indenture authorizing the issuance of $ United City of Yorkville, Kendall County, Illinois Special Service Area Number 2003-101 Special Tax Bonds, Series 2003 (Windett Ridge Project). BNY MIDWEST TRUST COMPANY, as Trustee By: Authorized Signatory For Value Received, the undersigned sells, assigns and transfers to this bond and all rights and title under this bond, and irrevocably constitutes and appoints attorney to transfer this bond on the books kept for registration of this bond. Dated: B-7 EXHIBIT C (The Above Space For Recorder's Use Only) This Document was prepared by and after recording return to: BNY Midwest Trust Company 2 North LaSalle Street, Suite 1020 Chicago, Illinois 60602 Attention: Corporate Trust Department SATISFACTION OF TAX LIEN The undersigned duly elected and acting Mayor of the United City of Yorkville, Kendall County, Illinois (the "City"), in consideration of the receipt of the sum of $ , hereby acknowledges and certifies that special taxes levied and to be extended in accordance with the Special Tax Roll approved by the City Council of the City pursuant to Ordinance No. (the "Establishing Ordinance") are paid and the lien of such taxes satisfied with respect to the following lots in the City's Special Service Area Number 2003-101 (the "SSA") legally described on Exhibit A attached hereto: Lot PIN The undersigned further certifies that pursuant to Section of the Rate and Method of Levying Special Taxes attached to and incorporated in the Establishing Ordinance as Exhibit E (the "Rate and Method"), upon payment of the prepayment amount as calculated pursuant to the Rate and Method, the Special Taxes which were prepaid shall not be levied on the Parcel for which the prepayment was made. Pursuant to Section of the Rate and Method, the City shall amend the Special Tax Roll each calendar year to reflect the Maximum Parcel Special Tax. Dated: UNITED CITY OF YORKVILLE By: Title: Approved by: DAVID TAUSSIG & ASSOCIATES, INC. By: Title: The Trustee hereby acknowledges receipt of the sum of$ BNY MIDWEST TRUST COMPANY, as trustee By: Title: C-2 • STATE OF ILLINOIS ) ) SS. COUNTY OF ) I, , a Notary Public in and for such County and State aforesaid, do hereby certify that , personally known to me to be the Mayor of the United City of Yorkville, Illinois, whose name is subscribed to the foregoing Satisfaction, appeared before me this day in person and acknowledged that as such officer he signed and delivered the foregoing Satisfaction as such officer of the United City of Yorkville, Illinois, as his free and voluntary act, and as the free and voluntary act and deed of such City, for the uses and purposes therein set forth. Given under my hand and notarial seal, this day of , Notary Public Commission expires: C-3 EXHIBIT D DISBURSEMENT REQUEST TO: BNY Midwest Trust Company, Trustee 2 North LaSalle Street, Suite 1020 Chicago, Illinois 60602 Attention: Corporate Trust Department RE: $ United City of Yorkville Kendall County, Illinois Special Service Area Number 2003-101 Special Tax Bonds, Series 2003 (Windett Ridge Project) Amount Requested: Total Disbursements to Date: 1. Each obligation for which a disbursement is hereby requested is described in reasonable detail in Schedule I hereto together with the name and address of the person, firm, or corporation to whom payment is due, which may include the Developer for reimbursement of amounts expended, and any other payment instructions. 2. The bills, invoices, or statements of account for each obligation referenced in Schedule I are attached hereto as Schedule II. 3. Pursuant to a Commitment dated , 2003 from an endorsement to the Title Policy in the amount requested shall be delivered within days. 4. The Issuer hereby certifies that: a. This written requisition is for payment of costs in connection with the issuance of the above-referenced Bonds and the specific purpose for which this request is made is described in Schedule I. b. The disbursement is for payment of a Special Service. c. Such Special Service has been completed in accordance with the terms of the Public Infrastructure Agreement. d. Payment instructions sufficient to make the requested payment are set forth in Schedule I. e. No portion of the amount being requested to be disbursed was set forth in any previous request for disbursement. 5. All capitalized terms herein shall have the meanings assigned to them in the Trust Indenture for the above-referenced Special Tax Bonds dated as of , 2003 by and between the United City of Yorkville, Kendall County, Illinois and , as Trustee. By: Authorized Officer D-2 EXHIBIT E CONTINUING DISCLOSURE AGREEMENT UNITED CITY OF YORKVILLE KENDALL COUNTY, ILLINOIS SPECIAL SERVICE AREA NUMBER 2003-101 SPECIAL TAX BONDS, SERIES 2003 (WINDETT RIDGE PROJECT) This Continuing Disclosure Agreement (the "Agreement") is executed and delivered by the United City of Yorkville, Kendall County, Illinois (the "City") and with its principal office at as Dissemination Agent (the "Dissemination Agent") in connection with the issuance by the City of $ aggregate principal amount of Special Service Area Number 2003-101 Special Tax Bonds, Series 2003 (Windett Ridge Project) (the "Bonds"). The Bonds are being issued pursuant to a Trust Indenture dated as of , 2003 between the City and BNY Midwest Trust Company, as trustee (the "Indenture"). The City and the Dissemination Agent covenant and agree as follows: Section 1. Purpose of the Agreement. This Agreement is being executed and delivered by the City and the Dissemination Agent for the benefit of the holders and Beneficial Owners of the Bonds and in order to assist the Participating Underwriter in complying with S.E.C. Rule 15c2-12(b)(5). Section 2. Definitions. In addition to the definitions set forth in the Indenture, which apply to any capitalized term used in this Agreement unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: "Annual Report" shall mean any Annual Report provided by an Obligated Person pursuant to, and as described in, Sections 3 and 4 of this Agreement. "Beneficial Owner" shall mean any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal income tax purposes. "Disclosure Representative" shall mean the City Administrator or his or her designee, or such other officer or employee as the City shall designate in writing to the Dissemination Agent from time to time. "Dissemination Agent" shall mean initially or any successor Dissemination Agent appointed by the City pursuant to Section 7 of this Agreement to serve as Dissemination Agent and which has filed with the City a written acceptance of such designation. "Listed Events" shall mean any of the events listed in Section 5 of this Agreement. "National Repository" or "NRMSIR" shall mean any Nationally Recognized Municipal Securities Information Repository for purposes of the Rule, The National Repositories currently approved by the Securities and Exchange Commission are set forth in Exhibit A. "Obligated Person" shall mean the City. "Participating Underwriter" shall mean any of the original underwriters of the Bonds and any remarketing agent approved in writing by the City who is retained by the City to remarket the Bonds and who is required to comply with the Rule in connection with the remarketing of the Bonds. "Repository" shall mean each National Repository and each State Repository. "Rule" shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. "State Repository" shall mean any public or private repository or entity designated by the State of Illinois as a state repository for the purpose of the Rule and recognized as such by the Securities and Exchange Commission. As of the date of this Agreement, there is no State Repository. Section 3. Provision of Annual Reports. (a) Within 210 days after the end of each fiscal year of the Obligated Person (which currently ends ), commencing with the first fiscal year after the Rule becomes applicable to the Bonds, the Obligated Person shall, or shall cause the Dissemination Agent to, provide to each Repository, an Annual Report which is consistent with the requirements of Section 4 of this Agreement. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in Section 4 of this Agreement, provided that the audited financial statements of the Obligated Person may be submitted separately from the balance of the Annual Report and later than the date required above for the filing of the Annual Report if they are not available by that date. If the Obligated Person's fiscal year changes, it shall give notice of such change in the same manner as for a Listed Event under Section 5 of this Agreement. (b) Not later than ten (10) business days prior to the date required in subsection (a), the Obligated Person shall provide the Annual Report to the Dissemination Agent. If the Obligated Person is unable to provide to the Repositories an Annual Report by the date required in subsection (a), the Dissemination Agent shall send a notice to the State Repository, if any, and to each National Repository or the Municipal Securities Rulemaking Board in substantially the form attached as Exhibit B. (c) The Dissemination Agent shall: E-2 (i) determine each year, prior to the date for providing the Annual Report the name and address of each National Repository and State Repository, if any, and (ii) file a report with the Obligated Person certifying that the Annual Report has been provided pursuant to this Agreement, stating the date it was provided and listing all the Repositories to which it was provided. Section 4. Content of Annual Reports. The City's Annual Report shall contain or incorporate by reference the following items: (a) The City's audited financial statements for the prior fiscal year, prepared in accordance with generally accepted auditing standards and the standards for financial audits contained in Government Auditing Standards (1988 Revision), issued by the Comptroller General of the United States. The City may from time to time, in order to comply with federal or State legal requirements, modify the basis upon which its financial statements are prepared. Notice of any such modification shall be provided to (i) either each NRMSIR or the Municipal Securities Rulemaking Board and (ii) the State Repository, if any, and shall include a reference to the specific federal or State law or regulation describing such accounting basis. If the City's audited financial statements are not available by the time the Annual Report is required to be filed pursuant to Section 3.(a), the Annual Report shall contain unaudited financial statements and the audited financial statements shall be filed in the same manner as the Annual Report when they become available. If a change is made to the basis on which financial statements are prepared, the annual financial information for the year in which the change is made shall present a comparison between the financial statements or information prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. Such comparison shall include a qualitative and, to the extent reasonably feasible, quantitative discussion of the differences in the accounting principles and the impact of the change in the accounting principles on the presentation of the financial information. (b) The Annual Report shall include financial information and operating data relating to the City updating the financial information and operating data presented in the Limited Offering Memorandum dated , 2003 relating to the Bonds (the "Offering Memorandum") under the following captions (provided, however, that the updating information may be provided in such format as the City deems appropriate; and provided further, that if a new disclosure document is prepared at or prior to the time the Rule becomes applicable to the Bonds, the City and the Participating Underwriters, who are subject to the Rule, may select such other financial information and operating data presented in such disclosure document in addition to, or in lieu of, the information described below): "DEBT SERVICE REQUIREMENTS— E-3 - Expected Special Taxes and Debt Service Coverage" [adjusted to reflect actual debt service and debt service reserve earnings] "SECURITY AND SOURCE OF PAYMENT FOR THE BONDS — - Representative Property Taxes" "THE CITY— . — Number of Residential Building Permits" - Equalized Assessed Value" If the City changes its fiscal year, the City shall send, or cause to be sent, notice of such change to (A) either each NRMSIR or the Municipal Securities Rulemaking Board and (B) the National Repository, if any. (c) The Annual Report shall include a copy of the Trustee's annual report pursuant to Section 10.9 of the Indenture showing the Special Taxes received, and all disbursements from the Funds and Accounts administered by the Indenture, including the balances in all Funds and Accounts relating to the Bonds and the Special Services as of the end of such fiscal year. (d) The Annual Report shall include a copy of the semi-annual reports regarding collection of taxes, delinquencies, tax sales and foreclosures delivered by the Consultant pursuant to Section of the Administrative Services Agreement for the prior fiscal year. Any or all of the items listed above may be incorporated by specific reference to other documents, including official statements of debt issues of the City or related public entities, which have been submitted to each of the Repositories or the Securities and Exchange Commission. If the document incorporated by reference is a final official statement, it must be available from the Municipal Securities Rulemaking Board. The City shall clearly identify each such other document so incorporated by reference. The City will also provide, or cause to be provided, in a timely manner, to (i) either each NRMSIR or the Municipal Securities Rulemaking Board and (ii) the National Repository, if any, notice of a failure to satisfy the requirements of this Section. Section 5. Reporting of Significant Events. (a) Pursuant to the provision of this Section 5, the Dissemination Agent shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds, if material: (i) Principal or interest payment delinquencies, E-4 X (ii) Non-payment related defaults, (iii) Modification to rights of owners of the Bonds, (iv) Optional, contingent or unscheduled calls of the Bonds, (v) Defeasances, (vi) Rating Changes, (vii) Adverse tax opinions or events affecting the tax-exempt status of the Bonds, (viii) Unscheduled draws on any reserve fund for the Bonds reflecting financial difficulties, (ix) Unscheduled draws on any credit enhancements reflecting financial difficulties, (x) Substitution of any credit or liquidity facility providers or their failure to perform, (xi) Release, substitution or sale of property (other than the sale of homes in the ordinary course) securing repayment of the Bonds. (b) The Dissemination Agent shall, within one business day of obtaining actual knowledge of the occurrence of any of the Listed Events, contact the Disclosure Representative, inform such person of the event and request that the City promptly notify the Disseminating Agent in writing whether or not to report the event pursuant to subsection (f). (c) Whenever the Obligated Person obtains knowledge of the occurrence of a Listed Event, whether because of notice from the Dissemination Agent pursuant to subsection (b) or otherwise, the Obligated Person shall as soon as possible determine if such event would be material under applicable federal securities laws. (d) If the Obligated Person determines that knowledge of the occurrence of a Listed Event would be material under applicable federal securities laws, the Obligated Person shall promptly notify the Dissemination Agent in writing. Such notice shall instruct the Dissemination Agent to report the occurrence pursuant to subsection (f). (e) If in response to a request under subsection (b), the City determines that the Listed Event would not be material, the City shall so notify the Dissemination Agent in writing and instruct the Dissemination Agent not to report the occurrence pursuant to subsection (f). (f) If the Dissemination Agent has been instructed by the City to report the occurrence of a Listed Event, the Dissemination Agent shall file a notice of such E-5 occurrence with the State Repository, if any, and the Municipal Securities Rulemaking Board or each National Repository. Notwithstanding the foregoing, notice of Listed Events described in subsections (a)(4) and (5) need not be given under this subsection any earlier than the notice, if any, of the underlying event is given to holders of affected Bonds pursuant to the Indenture. Section 6. Termination of Reporting Obligation. The Obligated Person's obligations under this Agreement shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds. If such termination occurs prior to the final maturity of the Bonds, the Obligated Person shall give notice of such termination in the same manner as for a Listed Event under Section 5. Section 7. Dissemination Agent. The Obligated Person may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Agreement and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. The Dissemination Agent shall not be responsible in any manner for the content of any notice or report prepared by an Obligated Person pursuant to this Agreement. Section 8. Amendment; Waiver. Notwithstanding any other provision of this Agreement, the Obligated Person and the Dissemination Agent may amend this Agreement (and the Dissemination Agent shall agree to any amendment so requested by the Obligated Person), and any provision of this Agreement may be waived, provided that the following conditions are satisfied: (a) If the amendment or waiver relates to the provisions of Sections 3(a), 4, or 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of an obligated person with respect to the Bonds; (b) The undertaking, as amended or taking into account such waiver, would not in the opinion of nationally recognized bond counsel or counsel expert in federal securities law in and of itself cause the undertakings therein to violate the Rule, taking into account any subsequent change in or official interpretation of the Rule. In the event of any amendment or waiver of a provision of this Agreement, the Obligated Person shall describe such amendment in the next Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the Obligated Person. Section 9. Additional Information. Nothing in this Agreement shall be deemed to prevent the Obligated Person from disseminating any other information, using the means of dissemination set forth in this Agreement or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Agreement. If the Obligated Person chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to E-6 that which is specifically required by this Agreement, the Obligated Person shall have no obligation under this Agreement to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. Section 10. Default. If the Obligated Person or the Dissemination Agent fails to comply with any provision of this Agreement, the Dissemination Agent or any holder or Beneficial Owner of Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Obligated Person or the Dissemination Agent to comply with its obligations under this Agreement. A default under this Agreement shall not be deemed a default under the Indenture and the sole remedy under this Agreement in the event of any failure of the Obligated Person or the Dissemination Agent to comply with this Agreement shall be an action to compel performance. Section 11. Duties, Immunities and Liabilities of Dissemination Agent. The Dissemination Agent shall have only such duties as are specifically set forth in this Agreement and the Obligated Person, to the extent permitted by law, agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may occur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent's negligence or willful misconduct. The obligations of the Obligated Person under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds. Section 12. Beneficiaries. This Agreement shall inure solely to the benefit of the Obligated Person, the Dissemination Agent, the Participating Underwriter and the holders and Beneficial Owners of the Bonds, and shall create no rights in any other person or entity. Section 13. Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but such counterparts shall together constitute but one and the same instrument. [The rest of this page is intentionally left blank.] E-7 A Date: , 200_. UNITED CITY OF YORKVILLE By: Title: , as Dissemination Agent By: Title: E-8 $ , , EXHIBIT A Nationally Recognized Municipal Securities Information Repositories approved by the Securities and Exchange Commission as of the date of this Agreement: Bloomberg Municipal Repository P.O. Box 940 Princeton,New Jersey 08542-0940 Internet address: MUNIS@bloomberg.doc (609) 279-3200 FAX (609) 279-5962 Thomson NRMSIR Attn.: Municipal Disclosure 395 Hudson Street; 3rd Floor New York, New York 10014 Internet address: Disclosure@muller.com (212) 807-3814 FAX (212) 989-9292 Kenny Information Systems, Inc. 65 Broadway, 16th Floor New York, New York 10006 (212) 770-4595 FAX (212) 797-7994 DPC Data, Inc. One Executive Drive Fort Lee,NJ 07024 (201) 346-0701 FAX (201) 947-0107 EXHIBIT B NOTICE OF FAILURE TO FILE ANNUAL REPORT Name of Obligated Person: United City of Yorkville, Kendall County, Illinois Name of Bond Issue: $ Special Service Area Number 2003-101 Special Tax Bonds, Series 2003 (Windett Ridge Project) Date of Issuance: , 2003 NOTICE IS HEREBY GIVEN that as an Obligated Person under Rule 15c2- 12(b)(5) has not provided an Annual Report with respect to the above-named Bonds as required by the Indenture authorizing the issuance of the Bonds. The Obligated Person anticipates that the Annual Report will be filed by Dated: Dissemination Agent By: Title: DRAFT UNITED CITY OF YORKVILLE KENDALL COUNTY STATE OF ILLINOIS ORDINANCE NUMBER 2003- AN ORDINANCE PROVIDING FOR ISSUANCE OF UNITED CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS SPECIAL SERVICE AREA NUMBER 2003-101(WINDETT RIDGE) SPECIAL TAX BONDS, SERIES 2003 (WINDETT RIDGE PROJECT) ADOPTED BY THE CITY COUNCIL OF THE UNITED CITY OF YORKVILLE KENDALL COUNTY STATE OF ILLINOIS The day of , 2003 Published in pamphlet form by authority of the City Council of the United City of Yorkville, Kendall County, Illinois this day of , 2003. ORDINANCE NO. 2003- AN ORDINANCE PROVIDING FOR ISSUANCE OF UNITED CITY OF YORKVILLE,KENDALL COUNTY, ILLINOIS SPECIAL SERVICE AREA NUMBER 2003-101 (WINDETT RIDGE) SPECIAL TAX BONDS, SERIES 2003 (WINDETT RIDGE 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 2003- 101(Windett Ridge) described more fully in Exhibit A to this Ordinance (the "Special Service Area") pursuant to Ordinance Number 2003- adopted on , 2003 (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, 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, equestrian paths and related street improvements, and equipment and materials necessary for the maintenance thereof, landscaping, wetland mitigation and free installation, costs for land and easement acquisitions 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"). Special Services shall not include any annexation fees associated with the Special Service Area. 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 $6,150,000. 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 $ principal amount of its Special Service Area Number 2003-101 (Windett Ridge) Special Tax Bonds, Series 2003 (Windett Ridge Project) (the "Bonds") 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$ 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 May 27, 2003 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. Section 2. Issuance of Bonds. The City shall borrow the sum of $ 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 2003-101 (Windett Ridge) Special Tax Bonds, Series 2003 (Windett Ridge 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 BNY Midwest Trust Company, as Trustee, to be dated as of , 2003, 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 Wiseman-Hughes Enterprises, Inc. (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 Public Infrastructure Agreement between the City and the Developer, which form of Public Infrastructure Agreement is attached as Exhibit D to this Ordinance; 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; and e. a form of the Agreement for Administration Services between David Taussig & Associates, Inc. and the City which form of Agreement for Administration Services is attached as Exhibit F to this Ordinance. Such documents are approved as to form and substance and the Mayor and the City Clerk of the City are authorized and directed to execute and deliver and/or authorize the use of such documents on behalf of the City in the forms submitted with such additions, deletions and completions of the same (including the establishment of the terms of the Bonds within the parameters set forth in this Ordinance) as the Mayor and the City Clerk deem appropriate; and when each such document is executed, attested, sealed and delivered on behalf of the City, as provided herein, each such document will be binding on the City; from and after the execution and delivery of each such document, the officers, employees and agents of the City are hereby authorized, empowered and directed to do all such acts and things and to execute all such additional documents as may be necessary to carry out, comply with and perform the provisions of each such document as executed; and each such document shall constitute, and hereby is made, a part of this Ordinance, and a copy of each such document shall be placed in the official records of the City, and shall be available for public inspection at the office of the City Clerk. Either the Mayor or 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$ , shall be dated, shall mature, shall bear interest at the rates (not to exceed in any year nine percent (9%) 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 $ , which represents $ principal amount of Bonds less underwriter's discount of$ 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 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 Special Tax; Pledge. The Bonds shall constitute limited obligations of the City, payable from the Special Taxes (as defined below) to be levied on all taxable real property within the Special Service Area as provided below. The Bonds shall not constitute the general obligations of the City and neither the full faith and credit nor the unlimited taxing power of the City shall be pledged as security for payment of the Bonds. There are hereby levied Special Taxes upon all taxable real property within the Special Service Area in accordance with the Rate and Method (as defined below) 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 set forth in Section 2.4 of the Indenture (assuming an interest rate of 9% per annum) 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 "Special Taxes"): An Amount Sufficient Year of Levy to Produce the Sum of: 2003 $ 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 An Amount Sufficient Year of Levy to Produce the Sum of: 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 Pursuant to the Special Tax Roll established by the Rate and Method of Levying Special Taxes prepared for the Special Service Area (the "Rate and Method"), the Special Taxes shall be computed, extended and collected in accordance with the Rate and Method and the Special Tax Roll, and divided among the taxable real property within the Special Service Area in accordance with the terms of the Establishing Ordinance and the Rate and Method. It shall be the duty of the City and the City hereby covenants, annually on or before the last Tuesday of December for each of the years 2003 through 2031 to calculate or cause the Consultant appointed pursuant to the Indenture to calculate the Special Tax Requirement (as defined in the Indenture); to amend the Special Tax Roll pursuant to Section of the Rate and Method; to adopt an ordinance approving the amount of the current calendar year's Special Tax Requirement and to abate the Special Taxes levied pursuant to this Ordinance to the extent the taxes levied pursuant to this Ordinance exceed the Special Tax Requirement as calculated by the City pursuant to the Establishing Ordinance and the Rate and Method; and provide the County tax collector of Kendall County the amended Special Tax Roll. On or before the last Tuesday of January for each of the years 2004 through 2032 the City shall notify the Trustee and the Notice Beneficial Owners (as defined in the Indenture) of the amount of the Special Tax Requirement and the amount of the Special Taxes to be abated. The City shall take all actions which shall be necessary to provide for the levy, extension, collection and application of the taxes levied by this Ordinance, including enforcement, of such taxes as provided by law but only as set forth in Section 7(a)below. The Special Taxes levied as provided above shall be deposited in the Bond and Interest Fund created pursuant to the Indenture and are appropriated to and are irrevocably pledged to and shall be used only for the purposes set forth in Section 7.1 of the Indenture. Section 7. Special Covenants. The City covenants with the holders of the Bonds from time to time outstanding that it (i) will take all actions which are necessary to be taken (and avoid any actions which it is necessary to avoid being taken) so that interest on the Bonds will not be or become included in gross income for federal income tax purposes under existing law, including without limitation the Internal Revenue Code of 1986, as amended (the "Code"); (ii) will take all actions reasonably within its power to take which are necessary to be taken (and avoid taking any actions which are reasonably within its power to avoid taking and which are necessary to avoid) so that the interest on the Bonds will not be or become included in gross income for federal income tax purposes under the federal income tax laws as in effect from time to time; and (iii) will take no action or permit any action in the investment of the proceeds of the Bonds, amounts held under the Indenture or any other funds of the City which would result in making interest on the Bonds subject to federal income taxes by reason of causing the Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code, or direct or permit any action inconsistent with the regulations under the Code as promulgated and as amended from time to time and as applicable to the Bonds. The Mayor, City Clerk, 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 Special Taxes imposed by or pursuant to this Ordinance or the Establishing Ordinance, including enforcement of the Special Taxes by providing the County of Kendall with such information as is deemed necessary to enable it to include the property subject to the delinquent tax in the County Collector's annual tax sale and in the event the tax lien is forfeited at such tax sale by instituting foreclosure proceedings all in the manner provided by law; provided, however, that the obligation to institute any foreclosure action shall only arise in the event the City makes the determination that the proceeds from each foreclosure action have a commercially reasonable expectation of exceeding the costs thereof; b. it will not take any action which would adversely affect the levy, extension, collection and application of the Special Taxes, except to abate the Special Taxes to the extent permitted by the Rate and Method and as provided in this Ordinance; and c. it will comply with all present and future laws concerning the levy, extension and collection of the Special Taxes; in each case so that the City shall be able to pay the principal of and interest on the Bonds as they come due and replenish the Reserve Fund to the Reserve Requirement and it will take all actions necessary to assure the timely collection of the Special Taxes, including without limitation, the enforcement of any delinquent Special Taxes as described in paragraph (a) above. 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. The City Clerk shall cause this Ordinance to be published in pamphlet form. This Ordinance shall be effective upon its passage and publication as provided by law. PASSED BY THE CITY COUNCIL OF THE UNITED CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS this day of , 2003. PAUL JAMES MARTY MUNNS RICHARD STICKA WANDA O'HARE VALERIE BURD ROSE SPEARS LARRY KOT JOSEPH BESCO PASSED AND APPROVED this day of , 2003. Mayor ATTEST: City Clerk [SEAL] DRAFT ORDINANCE NO. 2003- AN ORDINANCE ESTABLISHING UNITED CITY OF YORKVILLE SPECIAL SERVICE AREA NUMBER 2003-100 (RAINTREE VILLAGE) BE IT ORDAINED BY THE CITY COUNCIL OF THE UNITED CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS, AS FOLLOWS: Section 1. Authority. The United City of Yorkville (the "City") is authorized, pursuant to Article VII, Section 7(6) of the Constitution of the State of Illinois, and pursuant to the provisions of the Illinois Special Service Area Tax Law, 35 ILCS 200/27-5 et seq. (the "Act"), to establish special service areas for the provision of special governmental services in portions of the City and to levy or impose a special tax and to issue bonds for the provision of such special services. Section 2. Findings. (a) The question of establishment of the area hereinafter described as a special service area (the "Special Service Area") was considered by the City Council of the City pursuant to "An Ordinance Proposing the Establishment of Special Service Area Number 2003-100 (Raintree Village) in the United City of Yorkville and Providing for Other Procedures in Connection Therewith," being Ordinance No. 2003-27, adopted on April 22, 2003. The establishment of the Area was considered at a public hearing commenced on May 27, 2003, and finally adjourned on May 27, 2003 (the "Public Hearing"). The Public Hearing was held pursuant to notice duly published in the Kendall County Record, a newspaper of general circulation within the City, on May 8, 2003, which was at least fifteen (15) days prior to the Public Hearing, and also pursuant to notice by mail addressed to the person or persons in whose name the general taxes for the last preceding year were paid on each lot, block, tract or parcel of land lying within the Area. Said notice by mail was given by depositing said notice in the United States mail not less than ten (10) days prior to the date set for the Public Hearing. In the event taxes for the last preceding year were not paid, said notice was sent to the person last listed on the tax rolls prior to that year as the owner of said property. A certificate of publication of notice and evidence of mailing of notice are attached to this Ordinance as Exhibit A and Exhibit B, respectively. Said notices conform in all respects to the requirements of the Act. (b) At the Public Hearing, all interested persons were given an opportunity to be heard on the question of the issuance of bonds to finance a part of the cost of engineering, 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, equestrian paths and related street improvements, and equipment and materials necessary for the maintenance thereof, landscaping, wetland mitigation and tree installation, costs for land and easement acquisitions relating to any of the foregoing improvements, required tap-on and related fees for water or sanitary sewer services and other eligible costs (collectively, the "Improvements"), on the question of the conditions for participating in the Special Service Area as more particularly set forth herein, and on the DRAFT question of the retirement of said bonds as due from time to time by a levy of a tax on real property within the Area. (c) After considering the data as presented to the City Council of the City and at the Public Hearing, the City Council of the City finds that it is in the best interests of the City and of the residents and property owners of the United City of Yorkville Special Service Area Number 2003-100 (Raintree Village) that the Special Service Area, as hereinafter described, be established. (d) More than 60 days have passed since the final adjournment of the Public Hearing, and no petition objecting to the creation of the Special Service Area, the levy of the Special Tax as herein described or the issuance of bonds has been filed with the City Clerk. (e) The Special Service Area is compact and contiguous as required by the Act. (f) An annual special tax based upon a special tax roll levied against each residential lot and each parcel in the Special Service Area as herein described does not exceed the tax rate or method proposed in the notice of public hearing referred to herein and such special tax, taking into account the direct and indirect special service benefits to current and future owners of property within the Special Service Area, bears a rational relationship between the amount of tax levied against each lot, block, tract and parcel of land in the Special Service Area and the special service benefit conferred. (g) It is in the best interests of the City that the Special Service Area be created for the financing of the Improvements within the Special Service Area, that the Improvements be financed by the sale of bonds, and that taxes be levied on real property within the Special Service Area to retire the bonds and to cover costs and expenses connected with the financing of the Improvements within the Special Service Area. (h) It is in the best interests of the United City of Yorkville Special Service Area Number 2003-100 (Raintree Village) that the furnishing of the Improvements proposed be considered for the common interests of the Special Service Area and that the Special Service Area will benefit specially from the Improvements. Section 3. United City of Yorkville Special Service Area Number 2003-100 (Raintree Village) Established. A special service area to be known and designated as "United City of Yorkville Special Service Area Number 2003-100 (Raintree Village)" is hereby established and shall consist of the contiguous territory legally described in Exhibit C hereto, and outlined on the map of a portion of the City attached as Exhibit D hereto, which description and map are by this reference incorporated herein and made a part hereof. Section 4. Purpose of United se Area. U ted Crty of Yorkville Special Service Area Number 2003-100 (Raintree Village) is established to provide special services to the Special Service Area in addition to services provided in the City generally. United City of Yorkville Special Service Area Number 2003-100 (Raintree Village) is also created so that bonds may be issued for the purposes aforesaid (the "Bonds"), payable from taxes levied on real property in the Special Service Area in accordance with the special tax roll established by this Ordinance. Such taxes A DRAFT shall be levied in addition to all other City taxes so levied, provided no Bonds shall be issued in excess of the principal amount of$15,000,000 or at an interest rate to exceed the greater of nine percent (9%) per annum or 125% of the rate for the most recent date shown in the 20 G.O. Bonds Index of average municipal bond yields as published in the most recent edition of The Bond Buyer, published in New York, New York, at the time the contract is made for the sale of the Bonds and the Bonds shall mature within not more than thiftsf (3040)years from their date. Section 5. Special Tax Roll for Bond Retirement. In lieu of an ad valorem tax to be levied and extended for the payment of principal of and interest on any Bonds issued on behalf of the Special Service Area, a special tax roll is hereby established. Such special tax roll shall be used only for levying and extending taxes for the payment of principal of and interest on any Bonds issued for the purposes set forth in Section Four hereof and the administration and maintenance of the Special Service Area. The description of the special tax roll shall be as set forth in the "United City of Yorkville Special Service Area Number 2003-100 (Raintree Village) Rate and Method of Levying Special Taxes" substantially in the form attached as Exhibit E hereto, which description is by this reference incorporated herein and made a part hereof Section 6. Supercede Conflicting Ordinance. All ordinances or parts of ordinances in conflict with the provisions of this ordinance are repealed to the extent of such conflict. Section 7. Effective Date. This Ordinance shall be in full force and effect from and after its passage and approval in the manner provided by law. PASSED BY THE CITY COUNCIL OF THE UNITED CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS this day of , 2003. PAUL JAMES MARTY MUNNS RICHARD STICKA WANDA O'HARE VALERIE BURD ROSE SPEARS LARRY KOT JOSEPH BESCO PASSED AND APPROVED this day of , 2003. Mayor [SEAL] AT 1'EST: DRAFT UNITED CITY OF YORKVILLE KENDALL COUNTY STATE OF ILLINOIS ORDINANCE NUMBER 2003- AN ORDINANCE PROVIDING FOR ISSUANCE OF UNITED CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS SPECIAL SERVICE AREA NUMBER 2003-100 (Raintree Village) SPECIAL TAX BONDS, SERIES 2003 (RAINTREE VILLAGE PROJECT) ADOPTED BY THE CITY COUNCIL OF THE UNITED CITY OF YORKVILLE KENDALL COUNTY STATE OF ILLINOIS The day of , 2003 Published in pamphlet form by authority of the City Council of the United City of Yorkville, Kendall County, Illinois this day of , 2003. ORDINANCE NO. 2003- AN ORDINANCE PROVIDING FOR ISSUANCE OF UNITED CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS SPECIAL SERVICE AREA NUMBER 2003-100 (Raintree Village) SPECIAL TAX BONDS, SERIES 2003 (RAINTREE VILLAGE 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 2003- 100 (Raintree Village) described more fully in Exhibit A to this Ordinance (the "Special Service Area") pursuant to Ordinance Number 2003- adopted on , 2003 (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, 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, equestrian paths and related street improvements, and equipment and materials necessary for the maintenance thereof, landscaping, wetland mitigation and tree installation, costs for land and easement acquisitions 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"). Special Services shall not include any annexation fees associated with the Special Service Area. 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 $6,150,000. 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 $ principal amount of its Special Service Area Number 2003-100 (Raintree Village) Special Tax Bonds, Series 2003 (Raintree Village Project) (the "Bonds") 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$ 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 May 27, 2003 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. Section 2. Issuance of Bonds. The City shall borrow the sum of $ 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 2003-100 (Raintree Village) Special Tax Bonds, Series 2003 (Raintree Village 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 BNY Midwest Trust Company, as Trustee, to be dated as of , 2003, 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 Concord Homes, Inc. (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 Public Infrastructure Agreement among the City, the Developer and Wyndham Deerpoint Homes, which form of Public Infrastructure Agreement is attached as Exhibit D to this Ordinance; 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; and e. a form of the Agreement for Administration Services between David Taussig & Associates, Inc. and the City which form of Agreement for Administration Services is attached as Exhibit F to this Ordinance. Such documents are approved as to form and substance and the Mayor and the City Clerk of the City are authorized and directed to execute and deliver and/or authorize the use of such documents on behalf of the City in the forms submitted with such additions, deletions and completions of the same (including the establishment of the terms of the Bonds within the parameters set forth in this Ordinance) as the Mayor and the City Clerk deem appropriate; and when each such document is executed, attested, sealed and delivered on behalf of the City, as provided herein, each such document will be binding on the City; from and after the execution and delivery of each such document, the officers, employees and agents of the City are hereby authorized, empowered and directed to do all such acts and things and to execute all such additional documents as may be necessary to carry out, comply with and perform the provisions of each such document as executed; and each such document shall constitute, and hereby is made, a part of this Ordinance, and a copy of each such document shall be placed in the official records of the City, and shall be available for public inspection at the office of the City Clerk. Either the Mayor or 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$ , shall be dated, shall mature, shall bear interest at the rates (not to exceed in any year nine percent (9%) 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 $ , which represents $ principal amount of Bonds less underwriter's discount of$ 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 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 Special Tax; Pledge. The Bonds shall constitute limited obligations of the City, payable from the Special Taxes (as defined below) to be levied on all taxable real property within the Special Service Area as provided below. The Bonds shall not constitute the general obligations of the City and neither the full faith and credit nor the unlimited taxing power of the City shall be pledged as security for payment of the Bonds. There are hereby levied Special Taxes upon all taxable real property within the Special Service Area in accordance with the Rate and Method (as defined below) 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 set forth in Section 2.4 of the Indenture (assuming an interest rate of 9% per annum) 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 "Special Taxes"): An Amount Sufficient Year of Levy to Produce the Sum of: 2003 $ 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 An Amount Sufficient Year of Levy to Produce the Sum of: 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 Pursuant to the Special Tax Roll established by the Rate and Method of Levying Special Taxes prepared for the Special Service Area (the "Rate and Method"), the Special Taxes shall be computed, extended and collected in accordance with the Rate and Method and the Special Tax Roll, and divided among the taxable real property within the Special Service Area in accordance with the terms of the Establishing Ordinance and the Rate and Method. It shall be the duty of the City and the City hereby covenants, annually on or before the last Tuesday of December for each of the years 2003 through 2031 to calculate or cause the Consultant appointed pursuant to the Indenture to calculate the Special Tax Requirement (as defined in the Indenture); to amend the Special Tax Roll pursuant to Section of the Rate and Method; to adopt an ordinance approving the amount of the current calendar year's Special Tax Requirement and to abate the Special Taxes levied pursuant to this Ordinance to the extent the taxes levied pursuant to this Ordinance exceed the Special Tax Requirement as calculated by the City pursuant to the Establishing Ordinance and the Rate and Method; and provide the County tax collector of Kendall County the amended Special Tax Roll. On or before the last Tuesday of January for each of the years 2004 through 2032 the City shall notify the Trustee and the Notice Beneficial Owners (as defined in the Indenture) of the amount of the Special Tax Requirement and the amount of the Special Taxes to be abated. The City shall take all actions which shall be necessary to provide for the levy, extension, collection and application of the taxes levied by this Ordinance, including enforcement, of such taxes as provided by law but only as set forth in Section 7(a) below. The Special Taxes levied as provided above shall be deposited in the Bond and Interest Fund created pursuant to the Indenture and are appropriated to and are irrevocably pledged to and shall be used only for the purposes set forth in Section 7.1 of the Indenture. Section 7. Special Covenants. The City covenants with the holders of the Bonds from time to time outstanding that it (i) will take all actions which are necessary to be taken (and avoid any actions which it is necessary to avoid being taken) so that interest on the Bonds will not be or become included in gross income for federal income tax purposes under existing law, including without limitation the Internal Revenue Code of 1986, as amended (the "Code"); (ii) will take all actions reasonably within its power to take which are necessary to be taken (and avoid taking any actions which are reasonably within its power to avoid taking and which are necessary to avoid) so that the interest on the Bonds will not be or become included in gross income for federal income tax purposes under the federal income tax laws as in effect from time to time; and (iii) will take no action or permit any action in the investment of the proceeds of the Bonds, amounts held under the Indenture or any other funds of the City which would result in making interest on the Bonds subject to federal income taxes by reason of causing the Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code, or direct or permit any action inconsistent with the regulations under the Code as promulgated and as amended from time to time and as applicable to the Bonds. The Mayor, City Clerk, 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 Special Taxes imposed by or pursuant to this Ordinance or the Establishing Ordinance, including enforcement of the Special Taxes by providing the County of Kendall with such information as is deemed necessary to enable it to include the property subject to the delinquent tax in the County Collector's annual tax sale and in the event the tax lien is forfeited at such tax sale by instituting foreclosure proceedings all in the manner provided by law; provided, however, that the obligation to institute any foreclosure action shall only arise in the event the City makes the determination that the proceeds from each foreclosure action have a commercially reasonable expectation of exceeding the costs thereof; b. it will not take any action which would adversely affect the levy, extension, collection and application of the Special Taxes, except to abate the Special Taxes to the extent permitted by the Rate and Method and as provided in this Ordinance; and c. it will comply with all present and future laws concerning the levy, extension and collection of the Special Taxes; in each case so that the City shall be able to pay the principal of and interest on the Bonds as they come due and replenish the Reserve Fund to the Reserve Requirement and it will take all actions necessary to assure the timely collection of the Special Taxes, including without limitation, the enforcement of any delinquent Special Taxes as described in paragraph (a) above. 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. The City Clerk shall cause this Ordinance to be published in pamphlet form. This Ordinance shall be effective upon its passage and publication as provided by law. PASSED BY THE CITY COUNCIL OF THE UNITED CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS this day of , 2003. PAUL JAMES MARTY MUNNS RICHARD STICKA WANDA O'HARE VALERIE BURD ROSE SPEARS LARRY KOT JOSEPH BESCO PASSED AND APPROVED this day of , 2003. Mayor ATTEST: City Clerk [SEAL] DRAFT TRUST INDENTURE Between UNITED CITY OF YORKVILLE, ILLINOIS and 9 as Trustee Dated as of , 2003 UNITED CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS SPECIAL SERVICE AREA NUMBER 2003-100 (RAINTREE VILLAGE) SPECIAL TAX BONDS, SERIES 2003 (THE HIGHLANDS PROJECT) Table of Contents Page ARTICLE I STATUTORY AUTHORITY AND DEFINITIONS 3 Section 1.1 Authority for this Indenture. 3 Section 1.2 Agreement for Benefit of Owners of the Bonds. 3 Section 1.3 Definitions 3 ARTICLE II BOND DETAILS 11 Section 2.1 Purpose of Issuance; Amount of Series 2003 Bonds. 11 Section 2.2 Form; Denominations; Numbers 11 Section 2.3 Date of Series 2003 Bonds; CUSIP Identification Numbers. 11 Section 2.4 Maturities; Interest Rates. 12 Section 2.5 Interest 12 Section 2.6 Form of Series 2003 Bonds; Execution; Authentication. 12 Section 2.7 Payment of the Bonds. 12 Section 2.8 Appointment of Trustee. 13 Section 2.9 Registration of Bonds; Persons Treated as Owners. 13 Section 2.10 Global Form; Securities Depository. 14 ARTICLE III ADDITIONAL BONDS 15 Section 3.1 Authority to Issue Additional Bonds. 15 Section 3.2 Conditions to Issuance of Additional Bonds. 15 ARTICLE IV REDEMPTION OF SERIES 2003 BONDS 17 Section 4.1 Mandatory Sinking Fund Redemption. 17 Section 4.2 Optional Redemption. 17 Section 4.3 Mandatory Redemption Upon Condemnation, Completion Date and Change in Density. 18 Section 4.4 Special Mandatory Redemption from Optional Prepayment of Special Taxes. 19 Section 4.5 Redemption Provisions; Notice of Redemption. 19 Section 4.6 Purchase in Lieu of Redemption 20 ARTICLE V APPLICATION OF PROCEEDS 20 Section 5.1 Application of Proceeds. 20 ARTICLE VI SECURITY FOR THE BONDS 21 Section 6.1 Limited Obligations. 21 Section 6.2 Levy of Special Taxes. 21 ARTICLE VII FUNDS AND ACCOUNTS 22 Section 7.1 Bond and Interest Fund. 22 Section 7.2 Reserve Fund. 24 Section 7.3 Improvement Fund 24 Section 7.4 Administrative Expense Fund 25 Section 7.5 Rebate Fund. 25 Section 7.6 Investment of Funds 26 ARTICLE VIII COVENANTS AND AGREEMENTS OF THE CITY 26 Section 8.1 Tax Covenants. 26 Section 8.2 Levy and Collection of Taxes. 27 Section 8.3 Proper Books and Records 28 Section 8.4 Against Encumbrances 28 Section 8.5 No Continuing Disclosure Undertaking 28 Section 8.6 Additional Information. 28 Section 8.7 Public Infrastructure Agreement. 29 ARTICLE IX DEFAULTS AND REMEDIES 29 Section 9.1 Events of Default. 29 Section 9.2 Remedies 30 Section 9.3 Notice of Default 30 Section 9.4 Termination of Proceedings by Trustee. 30 Section 9.5 Right of Bondholders to Control Proceedings. 31 Section 9.6 Right of Bondholders to Institute Suit. 31 Section 9.7 Suits by Trustee 31 Section 9.8 Remedies Cumulative. 32 Section 9.9 Waiver of Default. 32 Section 9.10 Application of Moneys After Default. 32 ARTICLE X TRUSTEE 33 Section 10.1 Appointment of the Trustee. 33 Section 10.2 Performance of Duties. 33 Section 10.3 Instruments Upon Which Trustee May Rely. 34 Section 10.4 Trustee not Responsible for Recitals and Other Matters. 35 Section 10.5 Trustee May Acquire Bonds. 35 Section 10.6 Qualification of Trustee. 35 Section 10.7 Resignation or Removal of Trustee and Appointment of Successor. 36 Section 10.8 Concerning the Successor Trustee. 37 Section 10.9 Monthly Statements. 37 ARTICLE XI SUPPLEMENTAL INDENTURES 38 Section 11.1 Supplemental Indentures Not Requiring Consent of Bondholders .. 38 Section 11.2 Supplemental Indentures Requiring Consent of Bondholders. 39 Section 11.3 Supplemental Indenture to Modify this Indenture. 40 Section 11.4 Trustee May Rely Upon Opinion of Counsel Re: Supplemental Indenture. 40 Section 11.5 Notation 40 Section 11.6 Opinion of Bond Counsel. 40 ARTICLE XII DEFEASANCE 41 Section 12.1 Defeasance. 41 ii ARTICLE XIII MISCELLANEOUS 42 Section 13.1 Severability. 42 Section 13.2 Notices. 43 Section 13.3 Holidays. 43 Section 13.4 Execution of Counterparts. 44 Section 13.5 Applicable Law. 44 Section 13.6 Immunity of Officers, Employees, Elected Officials of the City. 44 EXHIBITS Exhibit A Legal Description of Special Service Area Exhibit B Form of Series 2003 Bond Exhibit C Form of Satisfaction of Tax Lien Exhibit D Form of Disbursement Request Exhibit E Form of Continuing Disclosure Agreement iii TRUST INDENTURE THIS TRUST INDENTURE (the "Indenture") is made and entered into as of 2003, by and between the United City of Yorkville, Illinois, a municipal corporation organized and existing under and by virtue of the Constitution and laws of the State of Illinois (the "City"), and , a banking association, as Trustee (the"Trustee"). WITNESSETH: WHEREAS, by Ordinance No. adopted on , 2003 (the "Establishing Ordinance") the City has established the "United City of Yorkville Special Service Area Number 2003-100 (Raintree Village)" as further described in Exhibit A to this Indenture (the "Special Service Area"); and WHEREAS, pursuant to Ordinance No. adopted on , 2003 (the "Bond Ordinance") and pursuant to the Special Service Area Tax Law, 35 ILCS 200/27-5 et seq. (the "Special Service Area Act") it was determined in the best interests of the City to issue $ principal amount of the United City of Yorkville Special Service Area Number 2003-100 (Raintree Village) Special Tax Bonds, Series 2003 (The Highlands Project) (the "Series 2003 Bonds") for the purpose of providing a portion of the funds needed for costs of the Special Services (defined below); and WHEREAS, the Bond Ordinance authorized the Mayor and City Clerk to establish certain specific terms of the Series 2003 Bonds by executing and delivering a Bond Purchase Agreement with the Purchaser(defined below); and WHEREAS, pursuant to the terms so established the City will issue $ principal amount of Series 2003 Bonds upon the terms specified in this Indenture; and WHEREAS, this Indenture also authorizes the issuance of certain Additional Bonds (as defined herein) to complete the Special Services, which Additional Bonds will have a series designation, will be in an aggregate principal amount and shall have such other terms as are set forth in a Supplemental Indenture (as defined herein); and WHEREAS, it is in the public interest and for the benefit of the City, the Special Service Area and the owners of the Bonds that the City enter into this Indenture to provide for the issuance of the Bonds, the disbursement of proceeds of the Bonds, the deposit of the special taxes levied pursuant to the Bond Ordinance securing the Bonds, and the administration and payment of the Bonds; and WHEREAS, all things necessary to cause the Bonds, when executed by the City and issued as provided in the Special Service Area Act, the Local Government Debt Reform Act (as defined below), the Bond Ordinance and this Indenture, to be legal, valid and binding and special obligations of the City in accordance with their terms, and all things necessary to cause the creation, authorization, execution and delivery of this Indenture and the creation, authorization, execution and issuance of the Bonds, subject to the terms of this Indenture, have in all respects been duly authorized; • NOW, THEREFORE, THIS TRUST INDENTURE WITNESSETH: GRANTING CLAUSES That the City in consideration of the premises, the acceptance by the Trustee of the trusts created hereby and the purchase and acceptance of the Bonds by the owners thereof, and of the sum of one dollar, lawful money of the United States of America, to it duly paid by the Trustee at or before the execution and delivery of these presents, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, in order to secure the payment of the principal of, premium, if any, and interest on the Bonds according to their tenor and effect, and to secure the performance and observance by the City of all the covenants expressed or implied herein and in the Bonds, does hereby pledge and assign, and grant a security interest in, the following (the "Trust Estate") to , as Trustee, and its successors in trust and assigns forever, for the securing of the performance of the obligations of the City hereinafter set forth; GRANTING CLAUSE FIRST All right, title and interest of the City in and to the Special Taxes and any monies held under this Indenture by the Trustee, including the proceeds of the Bonds and the interest, profits and other income derived from the investment thereof other than amounts held by the Trustee in the Administrative Expense Fund and the Rebate Fund; GRANTING CLAUSE SECOND All funds, monies, property and security and any and all other rights and interests in property whether tangible or intangible from time to time hereafter by delivery or by writing of any kind, conveyed, mortgaged, pledged, assigned or transferred as and for additional security hereunder for the Bonds by the City or by anyone on its behalf or with its written consent to the Trustee, which is hereby authorized to receive any and all such property at any and all times and to hold and apply the same subject to the terms hereof; TO HAVE AND TO HOLD, all and singular the Trust Estate, whether now owned or hereafter acquired, unto the Trustee and its respective successors in said trust and assigns forever; IN TRUST NEVERTHELESS, upon the terms and trust herein set forth for the equal and proportionate benefit, security and protection of all present and future owners of the Bonds from time to time issued under and secured by this Indenture without privilege, priority or distinction as to the lien or otherwise of any of the Bonds over any of the other Bonds (except as otherwise provided herein); PROVIDED, HOWEVER, that if the City, its successors or assigns, shall pay, or cause to be paid, the principal of, premium, if any, and interest on the Bonds due or to become due thereon, at the times and in the manner mentioned in the Bonds according to the true intent and meaning thereof, and shall cause the payments to be made on the Bonds as required under this Indenture, or shall provide, as permitted hereby, for the payment thereof by depositing with the 2 Trustee the entire amount due or to become due thereon and shall cause to be kept, performed and observed all of its covenants and conditions pursuant to the terms of this Indenture, and shall pay or cause to be paid all sums of money due or to become due in accordance with the terms and provisions hereof, then upon the final payment thereof, this Indenture and the rights hereby granted shall cease, determine and be void; otherwise this Indenture is to be and remain in full force and effect. THIS INDENTURE OF TRUST FURTHER WITNESSETH, and it is expressly declared, that all Bonds issued and secured hereunder are to be issued, authenticated and delivered and all said property, rights and interests, and amounts hereby assigned and pledged are to be dealt with and disposed of under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as herein expressed, and the City has agreed and covenanted, and does hereby agree and covenant with the Trustee and with the respective owners of the Bonds as follows: ARTICLE I STATUTORY AUTHORITY AND DEFINITIONS Section 1.1 Authority for this Indenture. This Indenture is entered into pursuant to the powers of the City pursuant to Part 6 of Section 7 of Article VII of the 1970 Constitution of the State of Illinois and pursuant to the respective provisions of the Special Service Area Act, the Local Government Debt Reform Act and the Bond Ordinance. Section 1.2 Agreement for Benefit of Owners of the Bonds. The provisions, covenants and agreements to be performed by or on behalf of the City under this Indenture shall be for the equal benefit, protection and security of the Bondholders except as otherwise expressly provided herein. All of the Bonds, without regard to the time or times of their issuance or maturity, shall be of equal rank without preference, priority or distinction of any of the Bonds over any other of the Bonds, except as expressly provided in or permitted by this Indenture. The Trustee may become the owner of any of the Bonds in its own or any other capacity with the same rights it would have if it were not the Trustee. Section 1.3 Definitions. Unless the context otherwise requires, the terms defined in this Section 1.3 shall, for all purposes of the Indenture, of any Supplemental Indenture, and of any certificate, opinion or other document mentioned in this Indenture, have the meanings specified below. All references in this Indenture to "Articles,""Sections" and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Indenture, and the words "herein," "hereof," "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or subdivision of this Indenture. "Additional Bonds" means any series of Bonds other than the Series 2003 Bonds issued under this Indenture pursuant to Article III. "Administrative Expenses" means the following actual or reasonably estimated costs permitted in accordance with the Special Service Area Act and directly related to the administration of the Special Service Area and the Bonds as determined by the City or the 3 Consultant on its behalf: the costs of computing the Special Taxes and of preparing the annual Special Taxes collection schedules; the costs of collecting the Special Taxes (whether by the City, the County or otherwise), the costs of remitting the Special Taxes to the Trustee; the costs of the Trustee and any fiscal agent (including its legal counsel) in the discharge of the duties required of it under this Indenture or any trustee or fiscal agent agreement; the costs of the Rebate Consultant; the costs of the City or its designee in complying with disclosure requirements of applicable federal and state securities laws and of the Special Service Area Act, including, but not limited to, public inquiries regarding the Special Taxes; the costs associated with the release of funds from any escrow account; and amounts advanced by the City for any other administrative purposes of the Special Service Area, including the costs of prepayment of Special Taxes, recordings related to the prepayment, discharge or satisfaction of Special Taxes; the costs of commencing foreclosure and pursuing collection of delinquent Special Taxes and the reasonable fees of legal counsel of the City incurred in connection with the foregoing. "Administrative Expense Fund" means the fund by that name established pursuant to Section 7.4 of this Indenture. "Administrative Services Agreement" means the Agreement For Administration Services dated , 2003 between the City and the Consultant. "Authorized Denomination" means (i) initially denominations of $100,000 and integral multiples of$1,000 in excess thereof and (ii) denominations of$5,000 and integral multiples of $1,000 in excess thereof from and after such time as the conditions set forth in Section 2.2 of this Indenture have been complied with for the exchange of Bonds in minimum denominations of $5,000. "Authorized Newspaper" means a financial newspaper of general circulation in the Borough of Manhattan, City and State of New York (including, at such times as they are published, The New York Times, The Wall Street Journal and The Bond Buyer) which is customarily published at least once a day for at least five (5) days (other than legal holidays) in each calendar week, printed in the English language. "Authorized Officer"means the Mayor, the City Administrator, the City Treasurer or any other officer designated as such pursuant to a certificate of the Mayor delivered to the Trustee. "Beneficial Owner" means, when the Bonds are in a book-entry system, any person who acquires a beneficial ownership interest in a Bond held by DTC. For purposes of the Sections of this Indenture requiring notice to or communications with Beneficial Owners (including, without limitation, Section 10.9) the Trustee, the Bond Registrar and the City shall be entitled to treat as Beneficial Owners only such persons or entities that provide notice of their beneficial ownership of the Bonds in writing to the Trustee and the City at least three Business Days prior to the date upon which any notice or communication must be given by the Trustee, the Bond Registrar or the City under this Indenture. Such notice shall be in form together with evidence of beneficial ownership satisfactory to the Trustee, the Bond Registrar and the City and shall include the name of the Beneficial Owner, the address of the Beneficial Owner(which shall also include a delivery address if a post office box is given) and the principal amount of Bonds in which the Beneficial Owner has a beneficial ownership interest. The Trustee, the Bond Registrar and the City may 4 rely on any notice so given until such time as it is revoked or amended by subsequent written notice to the Trustee and the City. The Beneficial Owners of the Bonds are acknowledged to be the Notice Beneficial Owners until the Trustee, the Bond Registrar and the City are notified to the contrary. "Bond and Interest Fund" means the fund by that name established pursuant to Section 7.1 of this Indenture. "Bond Registrar"means and its successors or assigns. "Bondholder" means the person in whose name such Bond is registered in the bond register maintained by the Bond Registrar. "Bonds" means the Series 2003 Bonds and any Additional Bonds authorized to be issued by Article III hereof and issued pursuant to a Supplemental Indenture. "Business Day" means a day on which banks in Chicago, Illinois, and New York, New York are open to transact business. "City"means the United City of Yorkville, Kendall County, Illinois. "Code"means the Internal Revenue Code of 1986, as amended. "Completion Date"has the meaning set forth in Section 7.3 of this Indenture. "Consultant" means David Taussig & Associates, Inc. and its successors and assigns or any other firm selected by the City to assist it in administering the Special Service Area and the extension and collection of Special Taxes pursuant to the Rate and Method. "Corporate Authorities"means the City Council of the City. "County"means Kendall County, Illinois. "Defeasance Securities" means any bond or other obligations which, as to both principal and interest, constitute direct obligations of, or the timely payment of which are unconditionally guaranteed by, the United States of America, and any certificates or any other evidences of an ownership interest in obligations or in specified portions thereof(which may consist of specified portions of the interest thereon) of the character described in this definition. "Depository Participant" shall have the meaning given that term in Section 2.10 of this Indenture. "Developer"means and its successors and assigns. "Disbursement Request" means a request from the City signed by an Authorized Officer requesting a disbursement of amounts held in the Improvement Fund. "DTC"means The Depository Trust Company, New York,New York. 5 "Establishing Ordinance" means Ordinance Number 2003- adopted on 2003 by the Corporate Authorities. "Event of Default" shall have the meaning given that term in Section 9.1 of this Indenture. "Foreclosure Proceeds" means the proceeds of any redemption or sale of property in the Special Service Area sold as the result of a foreclosure action of the lien of the Special Taxes. "Government Securities" means bonds, notes, certificates of indebtedness, treasury bills or other securities constituting direct obligations of the United States of America and all securities and obligations, the prompt payment of principal of and interest on which is guaranteed by a pledge of the full faith and credit of the United States of America. "Improvement Fund" means the fund by that name established pursuant to Section 7.3 of this Indenture. "Indenture" means this Trust Indenture dated as of , 2003 between the City and the Trustee, as amended and supplemented from time to time. "Indirect Participant" shall have the meaning given that term in Section 2.10 of this Indenture. "Interest Payment Date" means, with respect to the Bonds, March 1 and September 1 of each year, commencing, with respect to the Series 2003 Bonds, on 1, 2003. "Letter of Representations" means the Blanket Issuer Letter of Representations dated from the City to DTC, as amended from time to time. "Local Government Debt Reform Act" means the Local Government Debt Reform Act, 30 ILCS §350/1 et seq., as amended. "Maximum Parcel Special Tax" shall have the meaning given that term in the Rate and Method. "Notice Beneficial Owners" means any Beneficial Owners of the Bonds owning $500,000 or more aggregate principal amount of the Bonds who have given written notice to the Trustee that they are a Notice Beneficial Owner. "Parcel" shall have the meaning given that term in the Rate and Method. "Penalty" shall have the meaning given that term in Section 8.1(c) of this Indenture. "Principal Prepayment Amount" means the "Maximum Parcel Special Tax Prepayment Amount" as defined in the Rate and Method. "Public Infrastructure Agreement" means the Public Infrastructure Agreement dated as of , 2003 between the Developer and the City. 6 "Purchase Contract" means the Bond Purchase Agreement dated , 2003 among the Purchaser,the City and the Developer. "Purchaser"means William Blair& Company, L.L.C. "Qualified Investments" means, to the extent permitted by then applicable Illinois law, the following: (a) bonds, notes, certificates of indebtedness, treasury bills or other securities which are guaranteed by the full faith and credit of the United States of America as to principal and interest; (b) bonds, notes, debentures, or other similar obligations of the United States of America or its agencies, including (i) federal land banks, federal intermediate credit banks, banks for cooperative, federal farm credit banks, or any other entity authorized to issue debt obligations under the Farm Credit Act of 1971 (12 U.S.C. 2001 et seq.); (ii) the federal home loan banks and the federal home loan mortgage corporation; and (iii) any other agency created by Act of Congress; (c) interest bearing obligations of any county, township, city, village, incorporated town, municipal corporation or school district, which obligations are registered in the name of the City or held under a custodial agreement at a bank, if such obligations at the time of purchase are in one of the two highest general classifications established by a rating service of nationally recognized expertise in rating bonds of states and their political subdivisions; (d) interest bearing certificates of deposit, interest bearing savings accounts, interest bearing time deposits, or other investments constituting direct obligations of any bank as defined by the Illinois Banking Act which are insured by the Federal Deposit Insurance Corporation; (e) repurchase agreements of government securities which are subject to the Government Securities Act of 1986. The government securities, unless registered or inscribed in the name of the City, shall be purchased through banks or trust companies authorized to do business in the State of Illinois; (f) repurchase agreements (other than those described in clause (e) of the definition of"Qualified Investments")meeting the following requirements: (i) the securities, unless registered or inscribed in the name of the City, are purchased through banks or trust companies authorized to do business in the State of Illinois; (ii) an Authorized Officer after ascertaining which firm will give the most favorable rate of interest, directs the custodial bank to "purchase' specified securities from a designated institution. The "custodial bank" is the bank or trust company, or agency of government, which acts for the City in connection with 7 w Y repurchase agreements involving the investment of funds by the City. The State Treasurer may act as custodial bank for the City; (iii) a custodial bank must be a member bank of the Federal Reserve System or maintain accounts with member banks. All transfers of book-entry securities must be accomplished on a Reserve Bank's computer records through a member bank of the Federal Reserve System. These securities must be credited to the City on the records of the custodial bank and the transaction must be confirmed in writing to the City by the custodial bank; (iv) trading partners shall be limited to banks or trust companies authorized to do business in the State of Illinois or to registered primary reporting dealers; (v) the security interest must be perfected; (vi) the City must enter into a written master repurchase agreement which outlines the basic responsibilities and liabilities of both buyer and seller; (vii) the repurchase agreement shall be for periods of 330 days or less; (viii) the Authorized Officer must inform the custodial bank in writing of the maturity details of the repurchase agreement; (ix) the custodial bank must take delivery of and maintain the securities in its custody for the account of the City and confirm the transaction in writing to the City. The custodial undertaking shall provide that the custodian takes possession of the securities exclusively for the City; that the securities are free of any claims against the trading partner; and any claims by the custodian are subordinate to the City's claims to rights to those securities; (x) the obligations purchased by the City may only be sold or presented for redemption or payment by the fiscal agent bank or trust company holding the obligations upon the written instruction of the City or Authorized Officer; and (xi) the custodial bank shall be liable to the City for any monetary loss suffered by the City due to the failure of the custodial bank to take and maintain possession of such securities; (g) short-term obligations of corporations organized in the United States with assets exceeding $500,000,000 if(i) such obligations are rated at the time of purchase in one of the three highest rating categories by at least two standard rating services and which mature not later than 180 days from the date of purchase, (ii) such purchases do not exceed 10% of the corporation's outstanding obligations and (iii) no more than one- third of the City's funds are invested in short-term obligations of such corporation as evidenced by a certificate from an Authorized Officer; and 8 (h) money market mutual funds registered under the Investment Company Act of 1940 as amended invested solely in obligations listed in paragraph (a) and (b) above and in agreements to repurchase such obligations; together with such other investments as shall from time to time be lawful for the investment of City funds and shall be approved by the holders of fifty-one percent (51%) of aggregate principal amount of Bonds outstanding; provided that "Qualified Investments" shall not include a financial instrument, commonly known as a "derivative," whose performance is derived, at least in part, from the performance of any underlying asset, including, without limitation, futures, options on securities, options on futures, forward contracts, swap agreements, structured notes and participations in pools of mortgages or other assets. "Rate and Method" means the United City of Yorkville Special Service Area Number 2003-100 (Raintree Village) (Raintree Village) Rate and Method of Levying Special Taxes prepared by the Consultant. "Rebate Consultant" means an entity selected by the City expert in the calculation of rebate amounts pursuant to Section 148 of the Internal Revenue Code of 1986, as amended. If at any time the Rebate Consultant resigns or is removed, and the City shall not have appointed a successor within 30 days, the Rebate Consultant shall be an entity selected by the Trustee. "Rebate Fund" means the fund by that name established pursuant to Section 7.5 of this Indenture. "Rebate Requirement" shall have the meaning given that term in Section 8.1(b) of this Indenture. "Record Date"means the fifteenth day of the month preceding an Interest Payment Date. "Reserve Fund" means the fund by that name created pursuant to Section 7.2 of this Indenture. "Reserve Fund Credit" shall have the meaning given that term in Section (J)(1) of the Rate and Method. "Reserve Requirement" means as of any particular date of calculation, an amount equal to the sum of all amounts established as Series Reserve Requirements in this Indenture and any Supplemental Indenture authorizing Additional Bonds. The Trustee may rely on a certificate from the City or the Consultant which states the Reserve Requirements as of the date of this certificate. "Series Reserve Requirements" means with respect to the Series 2003 Bonds the Series 2003 Reserve Requirement and with respect to Additional Bonds the amount established by a Supplemental Indenture as the reserve requirement for such Additional Bonds while the Bonds are outstanding and which shall equal the lesser of(i) 10% of the stated principal amount of the issue, (ii) the maximum annual principal and interest requirements on the issue or (iii) 125% of the average annual principal and interest requirements on the issue, as adjusted for prepayments as set forth in Section 7.1 of this Indenture. 9 "Series 2003 Bonds" means the City's Special Service Area Number 2003-100 (Raintree Village) Special Tax Bonds, Series 2003 (The Highlands Project) in the aggregate principal amount of$ "Series 2003 Capitalized Interest Account" means the account by that name established pursuant to Section 7.1 of this Indenture. "Series 2003 Costs of Issuance Account" means the account by that name established pursuant to Section 7.3 of this Indenture. "Series 2003 Improvement Account" means the account by that name established pursuant to Section 7.3 of this Indenture. "Series 2003 Reserve Requirement" shall have the meaning given that term in Section 7.2 of this Indenture. "Special Redemption Account" means the account by that name established pursuant to Section 7.1 of this Indenture. "Special Service Area" means United City of Yorkville Special Service Area Number 2003-100 (Raintree Village), described more fully in Exhibit A to this Indenture. "Special Service Area Act"means the Special Service Area Tax Law, 35 ILCS §200/27-5 et seq., as amended. "Special Services" means the improvements benefiting the Special Service Area consisting of engineering, 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, equestrian paths and related street improvements, and equipment and materials necessary for the maintenance thereof, landscaping, wetland mitigation and tree installation, costs for land and easement acquisitions 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. Special Services are referred to as the Public Improvements in the Public Infrastructure Agreement. Special Services shall not include any annexation fees associated with the Special Service Area. "Special Taxes" means the taxes levied by the City on all taxable real property within the Special Service Area pursuant to the Special Tax Roll and this Indenture. "Special Tax Requirement" means the "Special Tax Requirement" as defined in the Rate and Method, provided that credit may be given for any amounts on deposit in the Funds and Accounts created by this Indenture and available to pay the Special Tax Requirement. "Special Tax Roll" means the special tax roll for the payment of the Bonds established and amended from time to time pursuant to the Rate and Method. 10 "Supplemental Indenture" means an indenture adopted by the Corporate Authorities of the City as provided in Article XI hereof which amends or supplements this Indenture. "Tax Agreement" or "Tax Agreements" means the Tax Compliance Certificate and Agreement of the City dated the date of issuance and delivery of the Series 2003 Bonds, as amended from time to time. "Trustee" means , , Illinois and its successors and assigns. ARTICLE II BOND DETAILS Section 2.1 Purpose of Issuance; Amount of Series 2003 Bonds. The sum of $ shall be borrowed by the City pursuant to the Special Service Area Act and the Local Government Debt Reform Act for the purpose of funding a portion of the costs of the Special Services, including the costs of the City in connection with the issuance of the Series 2003 Bonds, deposits to the Reserve Fund and the Administrative Expense Fund and interest on the Series 2003 Bonds through 1, 2005. In evidence of such borrowing, Series 2003 Bonds in the aggregate principal amount of $ shall be issued as provided in this Indenture. The total principal amount of bonds that may be issued pursuant to this Indenture is Section 2.2 Form; Denominations; Numbers. The Series 2003 Bonds shall be issued only in fully registered form without coupons initially in the denominations of $100,000 and integral multiples of$1,000 in excess of that sum. At such time as the Developer certifies in writing to the City and the Trustee that not less than a combined total of single family homes and townhomes have been sold and conveyed to homeowners, Bonds may be exchanged for new Bonds of the same aggregate principal amount and maturity in minimum denominations of$5,000 and integral multiples of$1,000 in excess thereof. Prior to any such exchange the City shall have executed a Continuing Disclosure Agreement substantially in the form of Exhibit E hereto with such changes thereto as are deemed necessary by the City and its counsel in order to comply with federal securities laws including Rule 15c2-12 promulgated by the Securities and Exchange Commission as in effect on the date of such exchange or any successor thereto. The Series 2003 Bonds shall be designated "Special Service Area Number 2003-100 (Raintree Village) (Raintree Village) Special Tax Bonds, Series 2003 (The Highlands Project)" and shall be numbered consecutively from R-1 upward but need not be authenticated or delivered in consecutive order. Section 2.3 Date of Series 2003 Bonds; CUSIP Identification Numbers. The Series 2003 Bonds shall be dated as of the date of delivery of the Series 2003 Bonds to the Purchaser upon original issuance. CUSIP identification numbers shall be imprinted on the Series 2003 Bonds, provided that any failure on the part of the City or the Trustee to use such CUSIP numbers in any notice to any Bondholders shall not constitute an Event of Default or any violation of the City's contract with such Bondholders and shall not impair the effectiveness of such notice. 11 Section 2.4 Maturities; Interest Rates. The Series 2003 Bonds shall mature and become payable on March 1 in the years and in the amounts and shall bear interest at the rates set forth below: Year Amount Interest Rate Section 2.5 Interest. The Series 2003 Bonds shall bear interest at the rate set forth in Section 2.4 payable on the Interest Payment Dates in each year with the first Interest Payment Date being 1, 2003. Interest on the Series 2003 Bonds shall be calculated on the basis of a 360 day year composed of twelve 30-day months. Each Bond shall bear interest from the Interest Payment Date next preceding the date of authentication of such Bond unless (i) it is authenticated on an Interest Payment Date, in which event it shall bear interest from such date of authentication, or (ii) it is authenticated prior to an Interest Payment Date and after the close of business on the Record Date preceding such Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or (iii) it is authenticated prior to the Record Date preceding the first Interest Payment Date, in which event it shall bear interest from its dated date; provided, however, that if at the time of authentication of a Bond, interest is in default on such Bond, such Bond shall bear interest from the Interest Payment Date to which interest had previously been paid or made available for payment on such Bond. Section 2.6 Form of Series 2003 Bonds; Execution; Authentication. The Series 2003 Bonds shall be in substantially the form set forth in Exhibit B to this Indenture. Each Bond shall be executed by the manual or facsimile signature of the Mayor and the manual or facsimile signature of the City Clerk and shall have the corporate seal of the City affixed to it (or a facsimile of that seal printed on it). The Mayor and the City Clerk (if they have not already done so) are authorized and directed to file with the Illinois Secretary of State their manual signatures certified by them pursuant to the Uniform Facsimile Signatures of Public Officials Act, as amended, which shall authorize the use of their facsimile signatures to execute the Bonds. Each Bond so executed shall be as effective as if manually executed. In case any officer of the City whose signature or a facsimile of whose signature shall appear on the Bonds shall cease to be such officer before authentication and delivery of any of the Bonds, that signature or facsimile signature shall nevertheless be valid and sufficient for all purposes, the same as if the officer had remained in office until delivery. 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 Exhibit B to this Indenture shall have been duly executed by the Trustee appointed by this Indenture as authenticating agent of the City. Execution of that certificate upon any Bond shall be conclusive evidence that the Bond has been authenticated and delivered under this Indenture. Section 2.7 Payment of the Bonds. The Bonds shall be payable in lawful money of the United States at the office of the Trustee. The principal of each Bond shall be payable at maturity upon presentment of the Bond at the office of the Trustee. Interest on each Bond shall be payable on each Interest Payment Date by check or draft of the Trustee mailed to the person in whose name that Bond is registered on the books of the Bond Registrar at the close of business 12 on the Record Date. During such time as the Bonds are registered so as to participate in a securities depository system with DTC, principal of and interest and redemption premium on each Bond shall be payable by wire transfer pursuant to instructions from DTC. Section 2.8 Appointment of Trustee. is appointed Trustee and Bond Registrar for the Bonds. Section 2.9 Registration of Bonds; Persons Treated as Owners. The Bonds shall be negotiable, subject to the following provisions for registration and registration of transfer. The City shall maintain books for the registration of the Bonds at the office of the Bond Registrar. Each Bond shall be fully registered on those books in the name of its owner, as to both principal and interest. Transfer of each Bond shall be registered only on those books upon surrender of that Bond to the Bond Registrar by the registered owner or his or her attorney duly authorized in writing together with a written instrument of transfer satisfactory to the Bond Registrar duly executed by the registered owner or his or her duly authorized attorney. Upon surrender of a Bond for registration of transfer, the City shall execute, the Trustee shall authenticate, and the Bond Registrar shall deliver, in the name of the transferee, one or more new Bonds of the same aggregate principal amount and of the same maturity as the Bond surrendered. Bonds may be exchanged, at the option of the registered owner, for an equal aggregate principal amount of Bonds of the same maturity of any other Authorized Denominations, upon surrender of those Bonds at the office of the Bond Registrar with a written instrument of transfer satisfactory to the Bond Registrar duly executed by the registered owner or his or her duly authorized attorney. In all cases in which the privilege of exchanging or transferring Bonds is exercised, the City shall execute, the Trustee shall authenticate, and the Bond Registrar shall deliver, Bonds in accordance with the provisions of this. Indenture. All Bonds surrendered in any exchange or transfer shall be canceled immediately by the Bond Registrar. For every exchange or registration of transfer of Bonds, the City or the Bond Registrar may make a charge sufficient to reimburse it for any tax, fee or other governmental charge, other than one imposed by the City, required to be paid with respect to that exchange or registration of transfer, and payment of that charge by the person requesting exchange or registration of transfer shall be a condition precedent to that exchange or registration of transfer. No other charge may be made by the City or the Bond Registrar as a condition precedent to exchange or registration of transfer of any Bond. The Bond Registrar shall not be required to exchange or register the transfer of any Bond following the close of business on the 15th day of the month preceding any Interest Payment Date on such Bond, nor to transfer or exchange any Bond after notice calling such Bond for redemption has been mailed, nor during a period of 15 days next preceding mailing of a notice of redemption of any Bonds. The City, the Trustee and the Bond Registrar may treat the registered owner of any Bond as its absolute owner, whether or not that Bond is overdue, for the purpose of receiving payment of the principal of or interest on that Bond and for all other purposes, and neither the City, the 13 Bond Registrar nor the Trustee shall be affected by any notice to the contrary. Payment of the principal of and interest on each Bond shall be made only to its registered owner, and all such payments shall be valid and effective to satisfy the obligation of the City on that Bond to the extent of the amount paid. Section 2.10 Global Form; Securities Depository. It is intended that the Bonds be registered so as to participate in a securities depository system with DTC, as set forth herein. The Bonds shall be initially issued in the form of a single fully registered Bond for each of the maturities as established in Section 2.4 of this Indenture with respect to the Series 2003 Bonds and as established in a Supplemental Indenture with respect to any Additional Bonds. Upon initial issuance, the ownership of the Bonds shall be registered in the name of Cede & Co., or any successor thereto, as nominee for DTC. The City and the Trustee are authorized to execute and deliver such letters to or agreements with DTC as shall be necessary to effectuate the securities depository system of DTC, including the Letter of Representations. With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the City, the Bond Registrar and the Trustee shall have no responsibility or obligation to any broker-dealer, bank or other financial institution for which DTC holds Bonds from tine to time as securities depository (each such broker-dealer, bank or other financial institution being referred to herein as a "Depository Participant") or to any person on behalf of whom such a Depository Participant holds an interest in the Bonds (each such person being herein referred to as an "Indirect Participant"). Without limiting the immediately preceding sentence, the City, the Bond Registrar and the Trustee shall have no responsibility or obligation with respect to (a) the accuracy of the records of DTC, Cede & Co., or any Depository Participant with respect to the ownership interest in the Bonds, (b) the delivery to any Depository Participant or any Indirect Participant or any other person, other than a registered owner of a Bond, of any notice with respect to the Bonds, including any notice of redemption or (c) the payment to any Depository Participant or Indirect Participant or any other person, other than a registered owner of a Bond, of any amount with respect to principal of, premium, if any, or interest on, the Bonds. Notwithstanding the foregoing, the City, the Bond Registrar and the Trustee shall have those obligations and responsibilities set forth in this Indenture with respect to Beneficial Owners and Notice Beneficial Owners who have provided notice of their beneficial ownership to the City, the Bond Registrar and the Trustee as set forth in the definition of Beneficial Owner. While in the securities depository system of DTC, no person other than Cede & Co., or any successor thereto, as nominee for DTC, shall receive a Bond certificate with respect to any Bond. Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions of this Indenture with respect to the payment of interest by the mailing of checks or drafts to the registered owners of Bonds at the close of business on the record date applicable to any interest payment date, the name "Cede & Co." in this Indenture shall refer to such new nominee of DTC. In the event that (a) the Trustee determines that DTC is incapable of discharging its responsibilities described herein and in the Letter of Representations, (b) the Letter of Representations shall be terminated for any reason or (c) the City determines that it is in the best interests of the Beneficial Owners of the Bonds that they be able to obtain certificated Bonds, the City shall notify DTC of the availability through DTC of Bond certificates and the Bonds shall no longer be restricted to being registered in the name of Cede & Co., as nominee of DTC. At that time, the City may determine that the Bonds shall be registered in the name of and deposited 14 with a successor depository operating a securities depository system, as may be acceptable to the City or such depository's agent or designee, and if the City does not select such alternate securities depository system then the Bonds may be registered in whatever name or names registered owners of Bonds transferring or exchanging Bonds shall designate, in accordance with the provisions hereof. Notwithstanding any other provisions of this Indenture to the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of, premium, if any, and interest on the Bonds and all notices with respect to the Series shall be made and given, respectively, in the manner provided in the Letter of Representations. ARTICLE III ADDITIONAL BONDS Section 3.1 Authority to Issue Additional Bonds. The City may issue Additional Bonds in an amount not to exceed $ to be established in a Supplemental Indenture, to pay for additional special services as permitted by the Special Service Area Act. Any Additional Bonds shall be on a parity with the Series 2003 Bonds with respect to the Special Taxes and the amounts on deposit in the Bond and Interest Fund, the Reserve Fund and the Improvement Fund; provided, that nothing herein shall prevent payment of principal of and interest on any series of Additional Bonds from being otherwise secured and protected from sources or by property or instruments not applicable to the Series 2003 Bonds. Section 3.2 Conditions to Issuance of Additional Bonds. Before the Trustee shall authenticate and deliver any Additional Bonds, the Trustee shall receive the following items: (a) Original executed counterparts of any amendments or supplements to this Indenture entered into in connection with the issuance of the Additional Bonds, which are necessary or advisable, in the opinion of bond counsel, to provide that the Additional Bonds will be issued in compliance with the provisions of this Indenture and which shall set forth the following information: (i) the Series Reserve Requirement for such series of Additional Bonds; (ii) the authorized principal amounts; (iii) interest rates or method of determining the interest rates; (iv) the denominations; (v) the redemption provisions and prices, (vi) the amounts to be deposited from the proceeds of such Additional Bonds in the Funds and Accounts created and established by this Indenture and any Supplemental Indenture; and (vii) any other provisions deemed advisable by the City not in conflict with the provisions of this Indenture. The principal payment dates for any series of Additional Bonds shall be March 1 of the year or years set forth in the applicable Supplemental Indenture. (b) A bond ordinance of the City with respect to the Additional Bonds. (c) A request and authorization to the Trustee on behalf of the City, signed by the Mayor or other authorized official, to authenticate and deliver the Additional Bonds to, or on the order of, the purchaser thereof upon payment to the Trustee of the amount 15 specified therein (including without limitation, any accrued interest), which amount shall be deposited as provided in the applicable Supplemental Indenture. (d) The written opinion of counsel, who may be counsel for the City, reasonably satisfactory to the Trustee, to the effect that: (i) the documents submitted to the Trustee in connection with the request then being made comply with the requirements of this Indenture; (ii) the issuance of the Additional Bonds has been duly authorized; and (iii) all conditions precedent to the delivery of the Additional Bonds have been fulfilled. (e) A written opinion of bond counsel (who also may be the counsel to which reference is made in paragraph (d)), to the effect that: (i) when executed for and in the name and on behalf of the City and when authenticated and delivered by the Trustee, those Additional Bonds will be valid and legal special limited obligations of the City in accordance with their terms and will be secured hereunder equally and on a parity with all other Bonds at the time outstanding hereunder as to the Special Taxes and amounts on deposit in the Bond and Interest Fund, the Reserve Fund and the Improvement Fund; and (ii) the issuance of the Additional Bonds will not result in the interest on the Series 2003 Bonds or any other Bonds outstanding immediately prior to that issuance the interest on which is excluded from gross income of the owners thereof, becoming includable in gross income for purposes of federal income taxation. (f) A certificate from the Consultant demonstrating that after giving effect to the issuance of the Additional Bonds there shall have been levied Special Taxes in an amount at least equal to 110% of the principal of and interest on the Bonds plus estimated Administrative Expenses less estimated investment earnings on the Reserve Fund for all Bonds outstanding for each calendar year through the final maturity of the Bonds. (g) A certificate from each of the City and the Developer (i) certifying that it has no knowledge of any Default under this Indenture and (ii) certifying that not less than a combined total of single family homes and townhomes have been sold to parties unrelated to the Developer which may be based on representations from the Developer. (h) Evidence, satisfactory to the Purchaser and the City, which may be in the form of financial statements, equity commitments, or loan commitments, demonstrating that the Developer has cash, marketable securities, outside equity or bank loans equal to at least $ When (i) the documents listed above have been received by the Trustee, and (ii) the Additional Bonds have been executed and authenticated, the Trustee shall deliver the Additional Bonds to or on the order of the purchaser thereof, but only upon payment to the Trustee of the specified amount (including without limitation, any accrued interest) set forth in the request and authorization to which reference is made in paragraph (c) above. 16 ARTICLE IV REDEMPTION OF SERIES 2003 BONDS Section 4.1 Mandatory Sinking Fund Redemption. The Series 2003 Bonds are subject to mandatory sinking fund redemption and final payment at a price of par plus accrued interest, without premium, on March 1, of the years and in the amounts as follows: Year Amount 2006 $ 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 The City covenants that it will redeem the Series 2003 Bonds pursuant to the mandatory sinking fund redemption requirements for the Series 2003 Bonds to the extent amounts are on deposit in the Bond and Interest Fund. Proper provision for mandatory redemption having been made, the City covenants that the Series 2003 Bonds so selected for redemption shall be payable upon redemption and taxes have been levied and will be collected as provided herein and in the Bond Ordinance for such purposes. Section 4.2 Optional Redemption. The Series 2003 Bonds are subject to optional redemption prior to maturity at the option of the City, in whole or in part, on any date on or after 17 1, 2012, at a redemption price (expressed as a percentage of the principal amount of the Series 2003 Bonds to be redeemed), as set forth below, plus accrued and unpaid interest to the date of redemption: Redemption Dates Redemption Prices 1, 2012 through , 2013 102% , 2013 through , 2014 101 , 2014 and thereafter 100 Any optional redemption of Series 2003 Bonds in part shall be applied, to the extent possible, to reduce pro rata the amount of Series 2003 Bonds required to be redeemed by mandatory sinking fund redemption pursuant to Section 4.1 of this Indenture, and so as to maintain the proportion of principal maturing in each year to the total original principal amount of Series 2003 Bonds. Section 4.3 Mandatory Redemption Upon Condemnation, Completion Date and Change in Density. (a) The Series 2003 Bonds, are subject to mandatory redemption on any Interest Payment Date, in part, at a redemption price equal to the principal amount to be redeemed, together with accrued interest to the date fixed for redemption, without premium, from amounts in the Bond and Interest Fund consisting of the proceeds received by the City in connection with a condemnation of any of the Special Services or any other property dedicated to, or owned by, the City within the Special Service Area and allocable to the Series 2003 Bonds as determined by the Consultant and which proceeds are not used by the City to rebuild the Special Services. (b) The Series 2003 Bonds are subject to redemption on any Interest Payment Date, in part, at a redemption price equal to the principal amount to be redeemed, together with accrued interest to the date fixed for redemption, without premium, from amounts transferred from the Improvement Fund to the Bond and Interest Fund as described in Section 7.3 hereof (c) The Series 2003 Bonds are subject to mandatory redemption on any Interest Payment Date, in whole or in part, at a redemption price equal to the principal amount to be redeemed, together with accrued interest to the date fixed for redemption, without premium, in the event of a mandatory prepayment of the Special Taxes upon a reduction in the Maximum Parcel Special Tax as a result of a change in the expected number of single family lots or duplex lots to be built within the Special Service Area as set forth in the final plat or plots of subdivision approved by the City or any other event that reduces the total of the Maximum Parcel Special Tax as described in, and in the amounts set forth in, Section of the Rate and Method. 18 w � Any mandatory redemption of the Series 2003 Bonds pursuant to this Section 4.3 shall be applied, to the extent possible, to reduce pro rata the amount of Series 2003 Bonds required to be redeemed by mandatory sinking fund redemption pursuant to Section 4.1 of this Indenture and so as to maintain the proportion of principal maturing in each year to the total original principal amount of the Series 2003 Bonds. Section 4.4 Special Mandatory Redemption from Optional Prepayment of Special Taxes. The Series 2003 Bonds are also subject to mandatory redemption at any time, in part, from amounts available for disbursement from the Special Redemption Account pursuant to Section 7.1(e) and from amounts transferred from the Reserve Fund to the Special Redemption Account pursuant to Section 7.1(e), at a redemption price (expressed as a percentage of the principal amount of the Series 2003 Bonds to be redeemed), as set forth below, together with accrued interest on such Series 2003 Bonds to the date fixed for redemption: Redemption Dates Redemption Prices On or prior to , 2012 103% , 2012 through , 2013 102 , 2013 through , 2014 101 , 2014 and thereafter 100 Any special mandatory redemption of the Series 2003 Bonds pursuant to this Section 4.4 shall be applied, to the extent possible, to reduce pro rata the amount of Series 2003 Bonds required to be redeemed by mandatory sinking fund redemption pursuant to Section 4.1 of this Indenture and so as to maintain the proportion of principal maturing in each year to the total original principal amount of Series 2003 Bonds. Section 4.5 Redemption Provisions; Notice of Redemption. If less than all the Series 2003 Bonds of any maturity are to be redeemed on any redemption date, the Bond Registrar appointed in this Indenture shall assign to each Series 2003 Bond of the maturity to be redeemed a distinctive number for each $1,000 of principal amount of that Series 2003 Bond. The Bond Registrar shall then select by lot from the numbers so assigned, using such method as it shall deem proper in its discretion, as many numbers as, at $1,000 per number, shall equal the principal amount of Series 2003 Bonds of that maturity to be redeemed; provided that following any redemption, no Series 2003 Bond shall be outstanding in an amount less than the minimum Authorized Denomination except as necessary to effect the mandatory sinking fund redemption of Series 2003 Bonds as provided in Section 4.1 hereof. Notice of the redemption of any Series 2003 Bonds, which by their terms shall have become subject to redemption, shall be given to the Notice Beneficial Owners and the registered owner of each Series 2003 Bond or portion of a Series 2003 Bond called for redemption not less 19 than 30 or more than 60 days before any date established for redemption of Series 2003 Bonds, by the Bond Registrar, on behalf of the City,by first class mail sent to the registered owner's last address, if any, appearing on the registration books kept by the Bond Registrar. All notices of redemption shall include at least the designation, date and maturities of Series 2003 Bonds called for redemption, CUSIP Numbers, if available, and the date of redemption. In the case of a Series 2003 Bond to be redeemed in part only, the notice shall also specify the portion of the principal amount of the Series 2003 Bond to be redeemed. The mailing of the notice specified above to the Notice Beneficial Owners and the registered owner of any Series 2003 Bond shall be a condition precedent to the redemption of that Series 2003 Bond, provided that any notice which is mailed in accordance with this Indenture shall be conclusively presumed to have been duly given whether or not the owner received the notice. The failure to mail notice to the owner of any Series 2003 Bond, or any defect in that notice, shall not affect the validity of the redemption of any other Series 2003 Bond for which notice was properly given. Section 4.6 Purchase in Lieu of Redemption. In lieu of redemption as provided in this Article IV or as provided in a Supplemental Indenture with respect to Additional Bonds, moneys in the Bond and Interest Fund may be used and withdrawn by the City for the purchase of outstanding Series 2003 Bonds, at public or private sale as and when, and at such prices (including brokerage and other charges) as the City may provide, but in no event may Series 2003 Bonds be purchased at a price in excess of the principal amount of such Series 2003 Bonds, plus interest accrued to the date of purchase and any premium which would otherwise be due if such Series 2003 Bonds were to be redeemed in accordance with this Indenture. ARTICLE V APPLICATION OF PROCEEDS Section 5.1 Application of Proceeds. The proceeds of the sale of the Series 2003 Bonds in the amount of$ , which is net of original issue discount in the amount of $ and underwriter's discount in the amount of $ , shall be applied as follows immediately upon receipt of the purchase price: (a) Capitalized interest in the amount of$ shall be deposited in the Series 2003 Capitalized Interest Account of the Bond and Interest Fund. (b) The amount of$ shall be deposited in the Reserve Fund. (c) The amount of $ shall be deposited in the Administrative Expense Fund. (d) The amount of $ shall be deposited in the Series 2003 Costs of Issuance Account of the Improvement Fund. (e) The balance of the proceeds of sale of the Series 2003 Bonds ($ ) shall be deposited in the Series 2003 Improvement Account of the Improvement Fund and applied at the direction of the City to the payment of a portion of the costs of the Special Services. 20 All amounts received upon the sale of the Series 2003 Bonds, together with all interest and other investment earnings on those amounts, are appropriated and set aside for the purposes for which the Series 2003 Bonds are being issued as set forth in this Indenture. ARTICLE VI SECURITY FOR THE BONDS Section 6.1 Limited Obligations. The Bonds shall constitute limited obligations of the City, payable from the Special Taxes and other moneys deposited in the Funds and Accounts established pursuant to Article VII other than the Administrative Expense Fund and the Rebate Fund. The Bonds shall not constitute general obligations of the City and neither the full faith and credit nor the unlimited taxing power of the City shall be pledged as security for payment of the Bonds. Section 6.2 Levy of Special Taxes. (a) Pursuant to the Bond Ordinance there have been levied Special Taxes upon all taxable real property within the Special Service Area subject to the Special Taxes sufficient to pay and discharge the principal of the Bonds at maturity or mandatory sinking fund redemption dates and to pay interest on the Bonds for each year at the interest rates set forth in Section 2.4 of this Indenture, to pay the estimated Administrative Expenses of the City for each year and to replenish the Reserve Fund to an amount equal to the Reserve Requirement. (b) The City Clerk has been directed to file a certified copy of the Bond Ordinance, and an accurate map of the Special Service Area, with the County Clerk of the County of Kendall. The Special Taxes shall be computed, extended and collected in accordance with the Rate and Method and the Special Tax Roll, and divided among all taxable real property within the Special Service Area in accordance with the terms of the Establishing Ordinance and the Rate and Method. It shall be the duty of the City and the City hereby covenants, annually on or before the last Tuesday of December for each of the years 2003 through 2030 to calculate or cause the Consultant to calculate the Special Tax Requirement; to amend the Special Tax Roll pursuant to Section _ of Exhibit A to the Rate and Method and provide the County tax collector with the amended Special Tax Roll; to adopt an ordinance approving the amount of the current calendar year's Special Tax Requirement and abating the Special Taxes levied pursuant to the Bond Ordinance to the extent the taxes levied pursuant to the Bond Ordinance exceed the Special Tax Requirement as calculated by the City pursuant to the Establishing Ordinance and the Rate and Method. On or before the last Tuesday of January for each of the years 2004 through 2031 the City shall notify the Trustee and the Notice Beneficial Owners of the amount of the Special Tax Requirement and the amount of the Special Taxes to be abated. The City shall take all actions which shall be necessary to provide for the levy, extension, collection and application of the taxes levied by the Bond Ordinance, including enforcement of such taxes by providing the County with such information as is deemed necessary to enable the County to include any property subject to delinquent Special Taxes in the County Collector's annual tax sale and in the event the tax lien is 21 forfeited at such tax sale, by institution of foreclosure procedures as provided by law; provided, however, that the obligation to institute any foreclosure action shall only arise in the event the City makes the determination that the proceeds from the foreclosure action have a commercially reasonable expectation of exceeding the costs thereof. The City covenants that to the extent necessary to enforce a prepayment it will adopt a supplemental levy ordinance in the event of a mandatory prepayment of the Special Taxes pursuant to Section of Exhibit A to the Rate and Method caused by a change in the expected number of single family lots or townhome lots as set forth in the final plat of subdivision approved by the City, to the extent that the mandatory prepayment amount calculated pursuant to the terms of the Rate and Method exceeds the Special Taxes levied for the year in which the prepayment is due pursuant to the Bond Ordinance. (c) Upon receipt by the Trustee of any prepayment of Special Taxes in an amount calculated by the Consultant as being required pursuant to the Rate and Method to satisfy the lien on a Parcel within the Special Service Area, the City and the Trustee shall execute a Satisfaction of Tax Lien substantially in the form of Exhibit C hereto, appropriately completed and the Trustee shall deliver the Satisfaction of Tax Lien to the City for filing with the Recorder of Deeds of Kendall County, Illinois. The City shall deliver a copy of each such Satisfaction of Tax Lien to the property owner of record and a copy of the recorded Satisfaction of Tax Lien to the Trustee. ARTICLE VII FUNDS AND ACCOUNTS Section 7.1 Bond and Interest Fund. (a) There is hereby created and established with the Trustee a separate and special fund of the City established exclusively for paying principal of, interest on and redemption premium on the Bonds and which shall be designated as "The Special Service Area Number 2003-100 (Raintree Village) Special Tax Bonds, Bond and Interest Fund" (the "Bond and Interest Fund"). When collected, the Special Taxes and the Foreclosure Proceeds, including any interest and penalties collected in connection with such Special Taxes or Foreclosure Proceeds, shall be placed in the Bond and Interest Fund. The City may provide for the County to transmit directly to the Trustee for deposit to the Bond and Interest Fund any Special Taxes collected by the County. In addition, proceeds received by the City in connection with a condemnation of any of the Special Services or any other property owned by or dedicated to the City within the Special Service Area and allocable to the Bonds as determined by the Consultant which is not used to rebuild the Special Services shall be deposited in the Bond and Interest Fund. Moneys deposited in the Bond and Interest Fund and investments of the Bond and Interest Fund shall never be commingled with or loaned to any other funds of the City. All interest and other investment earnings on the Bond and Interest Fund shall become, when received, a part of the Bond and Interest Fund. When the amount of condemnation proceeds deposited to the Bond and Interest Fund equals $5,000 or more, such amount shall be used to redeem 22 Bonds pursuant to Section 4.3 of this Indenture on the next Interest Payment Date. Any amounts representing condemnation proceeds which remain on deposit in the Bond and Interest Fund for a continuous period of thirty (30) months and which will not be used to redeem the Bonds on the next Interest Payment Date in accordance with Section 4.3 and this section shall be used to pay debt service on the Bonds on the next Interest Payment Date. (b) Amounts deposited in the Bond and Interest Fund are appropriated for and irrevocably pledged to, and shall be used solely for the purpose of, paying the principal of and interest and redemption premium on the Bonds, or for transfers to the Reserve Fund or the Administrative Expense Fund as permitted by paragraph (c) of this Section 7.1 and by Section 7.2. (c) At any time after September 1 but in no event later than December 1 of each year, the Trustee shall determine the amount needed to pay principal of and interest and redemption premium on the Bonds on the next succeeding Interest Payment Date. After the Trustee has determined that sufficient amounts are on deposit in the Bond and Interest Fund to pay principal of, interest on and redemption premium due on the Bonds on the next succeeding Interest Payment Date, the Trustee shall notify the City and the Consultant of any excess amounts on deposit in the Bond and Interest Fund, and, at the written direction of the City, shall transfer an amount from the Bond and Interest Fund to the Administrative Expense Fund which the City has determined will be adequate, together with other amounts in the Administrative Expense Fund or reasonably expected to be transferred to or deposited in such Fund, to pay all Administrative Expenses during the succeeding calendar year. After making such transfer to the Administrative Expense Fund any excess amounts on deposit in the Bond and Interest Fund shall be transferred to the Reserve Fund to the extent necessary to replenish the Reserve Fund to the Reserve Requirement. Written notice of each such transfer shall promptly be given to the Notice Beneficial Owners. (d) There is hereby created within the Bond and Interest Fund established with the Trustee a separate account designated the "Series 2003 Capitalized Interest Account." Amounts deposited in the Series 2003 Capitalized Interest Account shall be used and shall be applied for such purpose without any further authorization or direction solely for the purpose of paying interest on the Series 2003 Bonds first coming due and shall be applied by the Trustee for such purpose without any further authorization or direction. (e) There is hereby created within the Bond and Interest Fund established with the Trustee a separate account designated the "Special Redemption Account." Amounts deposited in the Special Redemption Account shall be applied to the redemption of Bonds pursuant to Section 4.4 of this Indenture. All prepayments of the Special Taxes made in accordance with the Rate and Method shall be deposited in the Special Redemption Account. Moneys in the Special Redemption Account shall be used exclusively to redeem Bonds pursuant to Section 4.4 or Section 4.3(c), as applicable, or to pay debt service on the Bonds pursuant to this Section 7.1. In the event of any prepayment of the Special Taxes, prior to giving notice of the redemption of Bonds in 23 accordance with Section 4.4 or Section 4.3(c) of this Indenture; as applicable, the Trustee shall transfer from the Reserve Fund to the Special Redemption Account an amount equal to the Reserve Fund Credit upon the direction of the Consultant in accordance with the Rate and Method. When the amount on deposit in the Special Redemption Account equals or exceeds $1,000, such amount shall be used to redeem Bonds on the next Interest Payment Date in accordance with Section 4.4 or Section 4.3(c), as applicable. On each such Interest Payment Date, the Trustee shall withdraw from the Special Redemption Account and pay to the owners of the Bonds the amounts to redeem the Bonds pursuant to Section 4.4 or Section 4.3(c). Notwithstanding the foregoing, any amounts contained in the Special Redemption Account for a continuous period of thirty (30) months and which will not be used to redeem Bonds on the next Interest Payment Date in accordance with the immediately preceding sentence and Section 4.4 or Section 4.3(c), as applicable, shall be used to pay debt service on the Bonds on the next Interest Payment Date. Any amounts contained in the Special Redemption Account on the final maturity date of the Bonds shall be used to pay outstanding debt service on the Bonds. Section 7.2 Reserve Fund. There is hereby created and established with the Trustee a separate and special fund of the City which shall be designated as "The Special Service Area Number 2003-100 (Raintree Village) Special Tax Bonds, Reserve Fund" (the "Reserve Fund"), which must be maintained in an amount equal to the Reserve Requirement. The Series 2003 Reserve Requirement shall be an amount equal to $ as adjusted for prepayments pursuant to Section 7.1(e). Amounts deposited in the Reserve Fund shall be used solely for the purpose of(i) making transfers to the Bond and Interest Fund to pay the principal of, including mandatory sinking fund payments, and interest and any premium on, all Bonds when due, in the event that moneys in the Bond and Interest Fund are insufficient therefor, (ii) making any transfers to the Bond and Interest Fund if the balance in the Reserve Fund exceeds the amount required to redeem all Bonds then outstanding, or (iii) if the amount then on deposit in the Reserve Fund is at least equal to the Reserve Requirement, for transfer in accordance with the next paragraph, provided that no moneys shall be transferred from the Reserve Fund pursuant to clause (i) of this sentence without the written consent of the Notice Beneficial Owners owning a majority of the beneficial interests in the Bonds, if such Notice Beneficial Owners exist. On the Business Day prior to each Interest Payment Date, moneys in the Reserve Fund in excess of the Reserve Requirement shall be transferred by the Trustee from the Reserve Fund to the Bond and Interest Fund to be used for the payment of interest on Bonds on the next following Interest Payment Date. Section 7.3 Improvement Fund. There is hereby created and established with the Trustee a separate and special fund of the City which shall be designated as "The Special Service Area Number 2003-100 (Raintree Village) Special Tax Bonds, Improvement Fund" (the "Improvement Fund") and a separate account within the Improvement Fund designated the "Series 2003 Improvement Account"). Moneys in the Improvement Fund shall be disbursed solely for the payment of the cost of acquiring, constructing, installing and performing the Special Services. Disbursements from the Improvement Fund shall be made by the Trustee upon receipt of a Disbursement Request of the City substantially in the form attached as Exhibit D to this Indenture executed by an Authorized Officer which shall (i) set forth the amount required to be disbursed, the purpose for which the disbursement is to be made, that such Special Services 24 have been completed in accordance with the terms of the Public Infrastructure Agreement, that the disbursement is for the payment of a Special Service, and payment instructions to the Trustee for the amount to be disbursed; and (ii) certify that no portion of the amount then being requested to be disbursed was set forth in any previous request for disbursement. On the date on which a certificate of an Authorized Officer of the City is delivered certifying that the Special Services have been completed (the "Completion Date"), the Trustee shall transfer all amounts remaining in the Series 2003 Improvement Account of the Improvement Fund to the Bond and Interest Fund to be applied to the redemption of the Series 2003 Bonds pursuant to Section 4.3(b) hereof provided, however, that any amounts transferred to be applied to the redemption of Series 2003 Bonds which do not equal $1,000 or an integral multiple of$1,000 may be applied to pay interest owing on the Series 2003 Bonds on the next succeeding Interest Payment Date; and provided further, however, that upon written direction of an Authorized Officer an amount specified by the City may be transferred to the Series 2003 Capitalized Interest Account upon delivery to the Trustee of an opinion of Bond Counsel to the effect that the transfer of such amounts will not adversely affect the exclusion from gross income of interest on the Bonds for federal income tax purposes and is permitted under Illinois law. There is hereby created within the Improvement Fund established with the Trustee a separate account designated the "Series 2003 Costs of Issuance Account." Amounts deposited in the Series 2003 Costs of Issuance Account shall be used solely for the purpose of paying costs incurred in connection with the issuance of the Series 2003 Bonds. Disbursements from the Series 2003 Costs of Issuance Account shall be made by the Trustee upon receipt of a request of the City which shall (i) set forth the amount required to be disbursed, the purpose for which the disbursement is to be made, that the disbursement is a proper expenditure from the Series 2003 Costs of Issuance Account, and payment instructions to the Trustee for the amount to be reimbursed; and (ii) certify that no portion of the amount then being requested to be disbursed was set forth in any previous request for disbursement. On the date which is six (6) months after the date of issuance of the Series 2003 Bonds, the Trustee shall transfer all amounts remaining in the Series 2003 Costs of Issuance Account to the Series 2003 Improvement Account of the Improvement Fund. Section 7.4 Administrative Expense Fund. There is hereby created and established with the Trustee a separate and special fund of the City which shall be designated as "The Special Service Area Number 2003-100 (Raintree Village) Special Tax Bonds, Administrative Expense Fund" (the "Administrative Expense Fund"). Amounts in the Administrative Expense Fund shall be withdrawn by the Trustee and paid to the City or its order upon receipt by the Trustee of a written request from an Authorized Officer stating the amount to be withdrawn, that such amount is to be used to pay an Administrative Expense, and the nature of such Administrative Expense. Section 7.5 Rebate Fund. There is hereby created and established with the Trustee a separate and special fund of the City which shall be designated as "The Special Service Area Number 2003-100 (Raintree Village) Special Tax Bonds, Rebate Fund" (the "Rebate Fund"), into which there shall be deposited as necessary investment earnings in the Bond and Interest Fund and the Reserve Fund to the extent required so as to maintain the tax exempt status of interest on the Bonds. All rebates, special impositions or taxes for such purpose payable to the United States of America (Internal Revenue Service) shall be payable from the Rebate Fund. 25 Section 7.6 Investment of Funds. Moneys on deposit in Funds and Accounts established hereunder may be invested from time to time in Qualified Investments pursuant to directions from the City to the Trustee provided that moneys on deposit in the Special Redemption Account shall be invested in Qualified Investments having a maturity of 180 days or less. Except as otherwise expressly provided herein, earnings or losses on such investments shall be attributed to the Fund or Account for which the investment was made. In the event that the Trustee does not receive directions from the City to invest funds held hereunder, the Trustee shall invest such funds in the One Group Government Fund or a successor or similar fund which invests in (i) short-term securities issued or guaranteed by the United States Government, its agencies or instrumentalities and/or (ii) repurchase agreements relating to such securities. The Trustee is hereby authorized to execute purchases and sales of Qualified Investments through the facilities of its own trading or capital markets operations or those of any affiliated entity. The Trustee shall send statements to the City on a monthly basis reflecting activity in the account for the preceding month. Although the City recognizes that it may obtain a broker confirmation or written statement containing comparable information at no additional cost, the City hereby agrees that confirmations of Qualified Investments are not required to be issued by the Trustee for each month in which a monthly statement is rendered. ARTICLE VIII COVENANTS AND AGREEMENTS OF THE CITY Section 8.1 Tax Covenants. (a) 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 Code; (ii) will take all actions reasonably within its power to take which are necessary to be taken (and avoid taking any actions which are reasonably within its power to avoid taking and which are necessary to avoid) so that interest on the 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 in the Bond and Interest Fund 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, City Clerk and City Treasurer are authorized and directed to take such action as is necessary in order to carry out the issuance and delivery of the Bonds including, without limitation, to make any representations and certifications they deem proper pertaining to the use of the proceeds of the Bonds and moneys in the Funds and Accounts established hereunder in order to establish that the Bonds shall not constitute arbitrage bonds as so defined. 26 (b) The City further covenants as follows with respect to the requirements of Section 148(f) of the Code, relating to the rebate of "excess arbitrage profits" (the "Rebate Requirement") to the United States: (c) Unless an applicable exception to the Rebate Requirement is available to the City, the City will meet the Rebate Requirement. (i) Relating to applicable exceptions, the City shall make such elections under the Code as it shall deem reasonable and in the best interests of the City. If such election may result in a"penalty in lieu of rebate" as provided in the Code, and such penalty is incurred (the "Penalty"), then the City shall pay such Penalty. (ii) The City shall cause to be established, at such time and in such manner as it shall deem necessary or appropriate hereunder, the Rebate Fund for the Bonds, and the City shall further, not less frequently than annually, cause to be transferred to the Rebate Fund the amount determined to be the accrued liability under the Rebate Requirement or Penalty. The City shall cause to be paid to the United States, without further order or direction from the Corporate Authorities, from time to time as required, amounts sufficient to meet the Rebate Requirement or to pay the Penalty. (iii) Interest earnings in the Bond and Interest Fund and the Reserve Fund are hereby authorized to be transferred, without further order or direction from the Corporate Authorities, from time to time as required, to the Rebate Fund for the purposes herein provided; and proceeds of the Bonds, investment earnings or amounts on deposit in any of the other funds and accounts created hereunder and any other funds of the City are also hereby authorized to be used to meet the Rebate Requirement or to pay the Penalty, but only if necessary after application of investment earnings as aforesaid and only as appropriated by the Corporate Authorities. Section 8.2 Levy and Collection of Taxes. The City 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 taxes levied by this Indenture and the Bond Ordinance including enforcement of the Special Taxes as described in clause (c)below; (b) it will not take any action which would adversely affect the levy, extension, collection and application of the taxes levied by this Indenture and the Bond Ordinance, except to abate those taxes to the extent permitted by this Indenture and the Rate and Method; (c) it will comply with all requirements of the Special Service Area Act, the Bond Ordinance and other applicable present and future laws concerning the levy, extension and collection of the taxes levied by this Indenture and the Bond Ordinance; in 27 each case so that the City shall be able to pay the principal of and interest on the Bonds as they come due and replenish the Reserve Fund to the Reserve Requirement and it will take all actions necessary to assure the timely collection of the Special Taxes, including without limitation, the enforcement of any delinquent Special Taxes by providing the County of Kendall with such information as is deemed necessary to enable the County to include any property subject to delinquent Special Taxes in the County Collector's annual tax sale and in the event the tax lien is forfeited at such tax sale, by the commencement and maintenance of an action to foreclose the lien of any delinquent Special Taxes all in the manner provided by law; provided, however, that the obligation to institute any foreclosure action shall only arise in the event the City makes the determination that the proceeds from the foreclosure action have a commercially reasonable expectation for exceeding the costs thereof; and (d) in the event the City approves any change in the plat of subdivision which changes the density of the Special Service Area or otherwise becomes aware of a change in density, it will provide prompt written notice to the Consultant of such fact and the circumstances resulting in the change in density. Section 8.3 Proper Books and Records. The City will keep, or cause the Trustee to keep, proper books of record and accounts, separate from all other records and accounts of the City, in which complete and correct entries shall be made of all transactions relating to the deposits to and expenditure of amounts disbursed from the Funds and Accounts created hereunder and the Special Taxes. Such books of record and accounts shall at all times during business hours be subject to the inspection of the holders of not less than ten percent (10%) of the principal amount of the Bonds then outstanding, or their representatives authorized in writing. The City, or the Trustee on behalf of the City, upon written request will mail to the Purchaser, the Developer and any Notice Beneficial Owner any information relating to the Bonds, the Special Service Area or the Special Services, including, but not limited to, the annual audits of the Funds and Accounts established under this Indenture for each and every year. Section 8.4 Against Encumbrances. The City will not encumber, pledge or place any charge or lien upon any of the Special Taxes or other amounts pledged to the Bonds superior to, on a parity with, or junior to, the pledge and lien created in this Indenture for the benefit of the Bonds, except as permitted by, or specifically set forth in, this Indenture. Section 8.5 No Continuing Disclosure Undertaking. Based upon the fact that the Series 2003 Bonds are being initially issued in minimum denominations of$100,000 and that the Purchaser has advised the City of its intention (as further described in the Limited Offering Memorandum dated , 2003, relating to the Series 2003 Bonds) to offer the Series 2003 Bonds to 35 or fewer sophisticated investors, the offering and sale of the Series 2003 Bonds is exempt from the provisions of Rule 15c2-12, in effect as of the date of this Indenture, promulgated under the Securities and Exchange Act of 1934, as amended. Section 8.6 Additional Information. The City agrees to provide to the Trustee (i) each of the reports, certificates and other information required to be delivered by the Developer to the City pursuant to Section 6.1 of the Public Infrastructure Agreement, (ii) a report or reports not later than December 31 in each year commencing December 31, 2005, which may be prepared 28 by the Consultant, setting forth the Special Tax Requirement for the current year and the immediately succeeding year and the amount of taxes to be abated for the current year, the current year's collection of taxes, delinquencies, tax sales, foreclosures, the Special Service Area's equalized assessed valuation, the estimated new value-to-lien ratio and the current ad valorem property tax rate(s), and (iii) a copy of the annual audited financial statements of the City. Section 8.7 Public Infrastructure Agreement. The City agrees to take all actions which are necessary to be taken to enforce the City's rights under the Public Infrastructure Agreement. ARTICLE IX DEFAULTS AND REMEDIES Section 9.1 Events of Default. "Events of Default" under this Indenture are as follows: (a) Default shall be made by the City in the payment of the principal of or premium, if any, on any Bond when and as the same shall become due and payable, either at maturity or by proceedings for redemption or otherwise. (b) Default shall be made by the City in the payment of any installment of interest on any Bond when and as such installment of interest shall become due and payable. (c) The City shall (1) commence a voluntary case under the Federal bankruptcy laws, as now or hereafter constituted, or any other applicable Federal or state bankruptcy, insolvency or other similar law, (2) make an assignment for the benefit of its creditors, (3) consent to the appointment of a receiver of itself or of the whole or any substantial part of its property, or (4)be adjudicated a bankrupt or have entered against it any order for relief in respect of any involuntary case under the Federal bankruptcy laws, as now or hereafter constituted, or any other applicable Federal or state bankruptcy, insolvency or other similar law and such order shall continue in effect for a period of 60 days without stay or vacation. (d) A court of competent jurisdiction shall enter an order,judgment or decree appointing a receiver of the City, or of the whole or any substantial part of its property, or approving a petition seeking reorganization of the City under the Federal bankruptcy laws or any other applicable Federal or state law or statute and such order,judgment or decree shall not be vacated or set aside or stayed within 60 days from the date of the entry thereof (e) Under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the City or of the whole or any substantial part of its property, and such custody or control shall not be terminated or stayed within 60 days from the date of assumption of such custody or control. 29 (f) The City shall default in the due and punctual performance of any other of the covenants, conditions, agreements and provisions contained in the Bonds, the Bond Ordinance or in this Indenture on the part of the City to be performed, and such default shall continue for 30 days after written notice specifying such default and requiring the same to be remedied shall have been given to the City by the Trustee (which may give such notice whenever it reasonably determines that such a default exists and shall give such notice at the written request of the holders of not less than 25% in principal amount of the Bonds then outstanding). Section 9.2 Remedies. Upon the occurrence of an Event of Default the Trustee may, and upon the written request of the holders of 25% in principal amount of the outstanding Bonds affected by the Event of Default and upon being indemnified as provided in Section 10.2(i) hereof shall, proceed to protect and enforce its rights and the rights of the holders of the Bonds by a suit, action or special proceeding in equity or at law, by mandamus or otherwise, either for the specific performance of any covenant or agreement contained herein or in aid or execution of any power herein granted or for any enforcement of any proper legal or equitable remedy as the Trustee, being advised by counsel, shall deem most effective to protect and enforce the rights aforesaid. During the continuance of an Event of Default, all moneys received by the Trustee under this Indenture from the City or from any other source shall be applied by the Trustee in accordance with the terms of Section 9.10 hereof Upon the occurrence of an Event of Default described in Section 9.1(a) or fb) of this Indenture, which occurs during such time as amounts remain on deposit in the Improvement Fund, upon the written request of the holders of 25% in principal amount of the outstanding Bonds, the Trustee shall transfer any amounts on deposit in the Improvement Fund to the Bond and Interest Fund to be applied by the Trustee in accordance with Section 9.10 hereof; provided that such transfer may only occur in the event the City has provided written notice to the Trustee that the Developer has abandoned construction of the Special Services and the City has elected not to complete the Special Services. Any judgment against the City shall be enforceable only against the amounts pledged pursuant to this Indenture. There shall not be authorized any deficiency judgment against any assets of, or the general credit of, the City. The Bonds shall not be subject to acceleration upon the occurrence of an Event of Default. Section 9.3 Notice of Default. The Trustee shall, within 10 days after the Trustee receives notice or obtains knowledge of the occurrence of an Event of Default, mail to the City, the Developer, the Notice Beneficial Owners and the Bondholders at the address shown on the registration books of the City maintained by the Bond Registrar, notice of all Events of Default known to the Trustee unless such Events of Default shall have been cured before the giving of such notice. Section 9.4 Termination of Proceedings by Trustee. In case any proceedings taken by the Trustee on account of any Event of Default shall have been discontinued or abandoned for any reason, or shall have been determined adversely to the Trustee, then and in every such case 30 the City, the Trustee and the Bondholders shall be restored to their former positions and rights hereunder, respectively, and all rights, remedies and powers of the Trustee shall continue as though no such proceeding had been taken. Section 9.5 Right of Bondholders to Control Proceedings. Anything in this Indenture to the contrary notwithstanding, the holders of a majority in principal amount of the Bonds then outstanding shall have the right, by an instrument in writing executed and delivered to the Trustee, to direct the method and place of conducting all remedial proceedings to be taken by the Trustee hereunder in respect of the Bonds; provided that such direction shall not be otherwise than in accordance with law and the Trustee shall be indemnified to its satisfaction against the costs, expenses and liabilities to be incurred therein or thereby. Section 9.6 Right of Bondholders to Institute Suit. No holder of any of the Bonds shall have any right to institute any suit, action or proceeding in equity or at law for the execution of any trust hereunder, or for any other remedy hereunder or on the Bonds unless such holder previously shall have given to the Trustee written notice of an Event of Default as hereinabove provided, and unless also the holder, or holders, of 25% in principal amount of the outstanding Bonds affected by the Event of Default shall have made written request of the Trustee after the right to exercise such powers, or right of action, as the case may be, shall have accrued, and shall have afforded the Trustee a reasonable opportunity either to proceed to exercise the powers hereinbefore granted, or to institute such action, suit, or proceeding in its name; and unless, also, there shall have been offered to the Trustee security and indemnity satisfactory to it against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee shall have refused or neglected to comply with such request within a reasonable time; and such notification, request and offer of indemnity are hereby declared in every such case, at the option of the Trustee, to be conditions precedent to the execution of the powers and trusts of this Indenture or for any other remedy hereunder; it being understood and intended that no one or more holders of the Bonds shall have any right in any manner whatever by his or their action to affect, disturb or prejudice the security of this Indenture, or to enforce any right hereunder, except in the manner herein provided, and that all proceedings at law or in equity shall be instituted, had and maintained in the manner herein provided and for the equal benefit of all holders of the outstanding Bonds. Nothing in this Section 9.6 contained shall, however, affect or impair the right of any Bondholder, which is absolute and unconditional, to enforce the payment of the principal of and interest on the Bondholder's Bonds out of the Bond and Interest Fund, or the obligation of the City to pay the same, out of the Bond and Interest Fund, at the time and place in the Bonds expressed. Section 9.7 Suits by Trustee. All rights of action under this Indenture, or under any of the Bonds, enforceable by the Trustee, may be enforced by it without the possession of any of the Bonds or the production thereof at the trial or other proceeding relative thereto, and any such suit, or proceeding, instituted by the Trustee shall be brought in its name for the ratable benefit of the holders of the Bonds affected by such suit or proceeding, subject to the provisions of this Indenture. 31 Section 9.8 Remedies Cumulative. No remedy herein conferred upon or reserved to the Trustee or to the Bondholders is intended to be exclusive of any other remedy or remedies, and each and every remedy shall be cumulative, and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute. Section 9.9 Waiver of Default. No delay or omission of the Trustee or of any Bondholder to exercise any right or power shall be construed to be a waiver of any such default, or an acquiescence therein; and every power and remedy given by this Article IX to the Trustee and the Bondholders, respectively, may be exercised from time to time, and as often as may be deemed expedient. Section 9.10 Application of Moneys After Default. The City covenants that if an Event of Default shall happen and shall not have been remedied, the Trustee shall apply moneys, securities and funds on deposit in the Funds and Accounts established pursuant to Article VII or received by the Trustee pursuant to any right given or action taken under the provisions of this Section as follows and in the following order: (a) To the payment of the reasonable and proper charges, expenses and liabilities of the Trustee, the Bond Registrar and any paying agent, including the fees and expenses of outside counsel for the Trustee, the Bond Registrar and any paying agent and the payment of Administrative Expenses owed to the City or the Consultant. (b) To the payment of the principal and interest then due on the Bonds as follows: (i) first, to the payment to the persons entitled thereto of all interest then due or payable on the Bonds in the order of the maturity of such installments; and (ii) second, to the payment to the persons entitled thereto of the unpaid installments of principal of any of the Bonds which have become due in the order of the maturity of such installments. Whenever moneys are to be applied by the Trustee pursuant to the provisions of this paragraph, such moneys shall be applied by the Trustee at such times, and from time to time, as the Trustee in its sole discretion shall determine, having due regard for the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future. The deposit of such moneys with the paying agent, or otherwise setting aside such moneys, in trust for the proper purpose, shall constitute proper application by the Trustee; and the Trustee shall incur no liability whatsoever to the City, to any Bondholder or to any other person for any delay in applying any such funds, so long as the Trustee acts with reasonable diligence, having due regard to the circumstances, and ultimately applies the same in accordance with such provisions of this Indenture as may be applicable at the time of application by the Trustee. Whenever the Trustee shall exercise such discretion in applying such funds, it shall fix the date (which shall be an Interest Payment Date unless the Trustee shall deem another date more suitable) upon which such application is to be made and upon such date interest on the amounts of principal paid on such date shall cease to accrue. The Trustee shall give such notice 32 as it may deem appropriate of the fixing of any such date and of the endorsement to be entered on each Bond on which payment shall be made, and shall not be required to make payment to the holder of any unpaid Bond until such Bond shall be presented to the Trustee for appropriate endorsement, or some other procedure deemed satisfactory by the Trustee. ARTICLE X TRUSTEE Section 10.1 Appointment of the Trustee. The Trustee hereunder is hereby constituted and appointed as the trustee of an express trust hereby created for the Bondholders. The further rights and duties of the Trustee are set forth in this Article X. Section 10.2 Performance of Duties. The Trustee shall perform such duties and only such duties as are specifically set forth in this Indenture, using such care as a corporate trustee ordinarily would use in performing trusts under a corporate indenture or trust or depositary agreement. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (a) The duties and obligations of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee. (b) In the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificate or opinion furnished to the Trustee conforming to the requirements of this Indenture; but in the case of any such certificate or opinion which by any provision hereof is specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not it conforms to the requirements of this Indenture. (c) The Trustee shall not be liable for any error of judgment made in good faith by a responsible officer or officers of the Trustee unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts. (d) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority (or such larger percentage as is otherwise specifically required by the terms hereof) in aggregate principal amount of all the Bonds at the time outstanding. 33 (e) None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur individual financial liability in the exercise of any of its rights or powers. (f) At any and all reasonable times, upon first providing 48 hours' notice to the City, the Trustee, and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, shall have the right fully to inspect any and all of the books, papers and records of the City pertaining to the Special Services and the Bonds, and to take such memoranda from and in regard thereto as may be desired. (g) The Trustee shall not be required to give any bond or surety in respect of the execution of the trusts and powers granted by this Indenture or otherwise in respect of the premises. (h) Notwithstanding anything elsewhere in this Indenture contained, the Trustee shall have the right, but shall not be required, to demand, in respect of the withdrawal of any cash or any action whatsoever within the purview of this Indenture, any showings, certificates, opinions, appraisals or other information or corporate action or evidence thereof, in addition to that by the terms hereof required as a condition of such action by the Trustee, reasonably necessary to establish the right of the City to the withdrawal of any cash or the taking of any other action by the Trustee. (i) Before taking any action under Section 9.2, the Trustee may require that a satisfactory indemnity bond or other security satisfactory to it be furnished by the party requesting that the Trustee take such action for the reimbursement of all expenses to which it may be put and to protect it against all liability, except liability which is adjudicated to have resulted from the negligence or willful default of the Trustee in connection with any action so taken. (j) All moneys received by the Trustee or any paying agent shall, until used or applied or invested as herein provided, be held in trust for the purposes for which they were received. (k) The Trustee may execute any of the trusts or powers hereof and perform any of its duties by or through attorneys, agents, receivers, or employees and shall not be answerable for the conduct of the same if appointed with due care hereunder. Section 10.3 Instruments Upon Which Trustee May Rely. Except as otherwise provided in paragraph (b) hereof: (a) The Trustee may rely and shall be protected in acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. (b) Any notice, request, direction, election, order or demand of the City mentioned herein shall be sufficiently evidenced by an instrument signed in the name of the City by its Mayor or its City Clerk (unless other evidence in respect thereof be herein 34 specifically prescribed); and any resolution of the Corporate Authorities may be evidenced to the Trustee by a copy thereof certified by the City Clerk under the City seal. (c) The Trustee may consult with reputable counsel (who may but need not be counsel for the City) and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel. (d) Whenever in the administration of the trusts under this Indenture, the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by a certificate of the City; and such certificate of the City shall, in the absence of negligence or bad faith on the part of the Trustee, be full warranty to the Trustee for any action taken or suffered by it under the provisions of this Indenture upon the faith thereof Section 10.4 Trustee not Responsible for Recitals and Other Matters. The Trustee shall not be responsible in any manner whatsoever for the correctness of the recitals herein or in the Bonds (except the Trustee's certificate of authentication thereon), all of which are made by the City solely; and the Trustee shall not be responsible or accountable in any manner whatsoever for or with respect to the validity or execution or sufficiency of this Indenture, or of any indenture supplemental hereto, or of the Bond Ordinance or the Bonds, or the sufficiency of the taxes levied to pay the principal of and interest on the Bonds, or for the security afforded hereby or for the validity of any securities at any time held hereunder, and the Trustee makes no representation with respect thereto. The Trustee shall not be accountable for the use or application by the City of the proceeds of any Bonds authenticated and delivered hereunder, or for the use or application of any moneys paid over by the Trustee in accordance with any provision of this Indenture. Section 10.5 Trustee May Acquire Bonds. The Trustee and its officers and directors may acquire and hold, or become the pledgee of, Bonds and may otherwise deal with the City in the manner and to the same extent and with like effect as though it were not Trustee hereunder. Section 10.6 Qualification of Trustee. There shall at all times be a Trustee hereunder which shall be a corporation organized and doing business under the laws of the United States or any state thereof, authorized under such laws to exercise corporate trust powers, having a combined capital, surplus and undivided profits of at least $50,000,000, and subject to supervision or examination by federal or state authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purposes of this paragraph the combined capital, surplus and undivided profits of such corporation shall be deemed to be its combined capital, surplus and undivided profits as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this paragraph, the Trustee shall resign immediately in the manner and with the effect specified in Section 10.7. 35 Section 10.7 Resignation or Removal of Trustee and Appointment of Successor. (a) The Trustee may at any time resign by giving written notice to the City, the Developer, each Notice Beneficial Owner, and the Bondholders by first class mail to the names and addresses shown on the list maintained by the Bond Registrar. Upon receiving such notice of resignation, the City shall promptly appoint a successor Trustee by an instrument in writing executed by order of the City. If no successor Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee, or any Bondholder who has been a bona fide holder of a Bond or Bonds for at least six months may, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor Trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor Trustee. (b) In case at any time any of the following shall occur: (i) The Trustee shall cease to be eligible in accordance with the provisions of Section 10.6 and shall fail to resign after written request therefor by the City, by any Notice Beneficial Owner or by any Bondholder who has been a bona fide holder of a Bond or Bonds for at least six months, or (ii) The Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, the City may remove the Trustee and appoint a successor Trustee by an instrument in writing executed by order of the City or any Bondholder may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor Trustee. (c) The holders of a majority in aggregate principal amount of all the Bonds at the time outstanding may at any time remove the Trustee and appoint a successor Trustee by an instrument or concurrent instruments in writing signed by such Bondholders. Such successor Trustee shall be a corporation authorized under applicable laws to exercise corporate trust powers, may be incorporated under the laws of the United States or of any State within the United States. Such successor Trustee shall satisfy the minimum combined capital, surplus and undivided profits requirement set forth in Section 10.6. (d) The City, subject to the approval of the holders of a majority in aggregate principal amount of all the Bonds at the time outstanding, may at any time remove the Trustee and appoint a successor Trustee by an instrument in writing signed by the City and accompanied by an instrument or concurrent instruments in writing signed by such Bondholders approving such removal and appointment. 36 (e) Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 10.7 shall become effective upon acceptance of appointment by the successor Trustee as provided in Section 10.8. Section 10.8 Concerning the Successor Trustee. Any successor Trustee appointed as provided in Section 10.7 shall execute, acknowledge and deliver to the City and to its predecessor Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations of its predecessor in the trusts hereunder, with like effect as if originally named as Trustee herein; but nevertheless on the written request of the City or the request of the successor Trustee, the Trustee ceasing to act shall execute and deliver an instrument transferring to such successor Trustee, upon the trusts herein expressed, all the rights, powers and trusts of the Trustee so ceasing to act. Upon request of any such successor Trustee, the City shall execute any and all instruments in writing more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and duties. Any Trustee ceasing to act shall nevertheless be entitled to receive the amounts due it as compensation, reimbursement, expenses and indemnity afforded to it by this Article X. No successor Trustee shall accept appointment as provided in this Section 10.8 unless at the time of such acceptance such successor Trustee shall be eligible under the provisions of Section 10.6. Upon the acceptance of appointment by a successor Trustee as provided in this Section 10.8, the City shall mail a copy of such notice to each person whose name appears as an owner of Bonds on the list maintained by the Bond Registrar and each Notice Beneficial Owner. If the City fails to mail such notice within 10 days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the City. Any banking association or corporation into which the Trustee may be merged, converted or with which the Trustee may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any banking association or corporation to which all or substantially all of the corporate trust business of the Trustee shall be transferred, shall succeed to all the Trustee's rights, obligations and immunities hereunder without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. Section 10.9 Monthly Statements. The Trustee shall provide the Purchaser, the Consultant, the Developer and the City, or their designees, a monthly statement, commencing on , 2003, itemizing all moneys received by it and all payments made by it under this Indenture during the preceding monthly period and annual reports relating to the Funds and Accounts created under this Indenture and such other information relating to the Bonds and the Funds and Accounts maintained by the Trustee under this Indenture as the Purchaser, the Developer and the City shall reasonable request. The Trustee shall also provide to (i) each Notice Beneficial Owner (until such time as it is not a Beneficial Owner) and (ii) each other Beneficial Owner upon written request the following: 37 (a) copies of the monthly statements described above; (b) Copies of all notices or reports given to the City by the Trustee under this Indenture; (c) Copies of all notices given by the Trustee to, or requests for consent requested by the Trustee from, the Bondholders; (d) Notices or reports given by the City to the Trustee pursuant to this Indenture and the audited financial statements delivered to the Trustee pursuant to Section 8.6 of this Indenture; (e) Any report, notice or communication given by the Developer to the City pursuant to the Public Infrastructure Agreement, if any, and pursuant to this Indenture including, but not limited to, information delivered to the Trustee pursuant to Section 8.6 of this Indenture; (f) Any notice required to be given to the Beneficial Owners under this Indenture; (g) Copies of all amendments and supplements to this Indenture; and (h) The name and telephone number of the officer of the Trustee who will provide information required to be delivered pursuant to this Section 10.9, if different than the name and telephone number set forth in Section 13.2 hereof. ARTICLE XI SUPPLEMENTAL INDENTURES Section 11.1 Supplemental Indentures Not Requiring Consent of Bondholders. The City by the Corporate Authorities, and the Trustee from time to time and at any time, subject to the conditions and restrictions in this Indenture contained, may pass and accept an indenture or indentures supplemental hereto, which indenture or indentures thereafter shall form a part hereof, for any one or more of the following purposes: (a) To add to the covenants and agreements of the City in this Indenture contained, other covenants and agreements thereafter to be observed or to surrender, restrict or limit any right or power herein reserved to or conferred upon the City; (b) To provide for the issuance of Additional Bonds as set forth in Article III of this Indenture; (c) To grant to or confer upon the Trustee for the benefit of the owners of the Bonds any additional rights, remedies, powers, authority or security that may lawfully be granted to or conferred upon the owners or the Trustee; 38 (d) To modify, amend or supplement this Indenture in such manner as to permit, if presented, the qualification of this Indenture under the Trust Indenture Act of 1939 or any similar federal statute then in effect or under any state blue sky law; and (e) To surrender any right, power or privilege reserved to or conferred upon the City by the terms of this Indenture, provided that the surrender of such right,power or privilege is not contrary to or inconsistent with the covenants and agreements of the City contained in this Indenture. Any supplemental indenture authorized by the provisions of this Section 11.1 may be executed by the City,by the Corporate Authorities, and by the Trustee without the consent of any Notice Beneficial Owners or the registered owners of any of the Bonds at the time outstanding, but only upon receipt of an opinion of bond counsel if requested pursuant to the provisions of Section 11.6, notwithstanding any of the provisions of Section 11.2, but the Trustee shall not be obligated to accept any provision of such supplemental indenture to the extent that it affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Section 11.2 Supplemental Indentures Requiring Consent of Bondholders. With the consent (evidenced as provided herein) of the Notice Beneficial Owners and the registered owners of not less than a majority in aggregate principal amount of the Bonds, respectively, at the time outstanding, but only upon receipt of an opinion of bond counsel if requested pursuant to the provisions of Section 11.6, the City, by the Corporate Authorities may pass, and the Trustee may accept from time to time and at any time an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this indenture or of any supplemental indenture; provided that no such modification or amendment shall extend the maturity or reduce the principal of or the interest rate on or otherwise alter or impair the obligation of the City to pay the principal, interest or redemption premium, if any, at the time and place and at the rate and in the currency provided therein of any Bond without the express consent of the registered owner of such Bond or permit the creation of a preference or priority of any Bond or Bonds over any other Bond or Bonds, except as otherwise provided in Article III with respect to Additional Bonds, or reduce the percentage of Bonds, respectively, required for the affirmative vote or written consent to an amendment or modification, or deprive the registered owners of the Bonds (except as aforesaid) of the right to payment of the Bonds, from the Special Taxes and the Foreclosure Proceeds without the consent of the registered owners of all the Bonds (as the case may be) then outstanding. Upon receipt by the Trustee of a certified copy of such Indenture and upon the filing with the Trustee of evidence of the consent of Bondholders as aforesaid, the Trustee shall accept such supplemental indenture, but the Trustee shall not be obligated to accept any provision of such supplemental indenture to the extent that it affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. It shall not be necessary for the consent of the Bondholders under this paragraph to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the passage by the City and the acceptance by the Trustee of any supplemental indenture pertaining to the Bonds pursuant to the provisions of this paragraph, the 39 City shall mail a notice by first class mail to the Bondholders, setting forth in general terms the substance of such supplemental indenture, and that the supplemental indenture has been consented to by the requisite percentage of the Bondholders. Any failure of the City to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. Section 11.3 Supplemental Indenture to Modify this Indenture. Upon the execution of any supplemental indenture pursuant to the provisions of this Article XIS and upon receipt of the opinion of bond counsel if required by the provisions of Section 11.6, this Indenture shall be modified and amended in accordance therewith and the respective rights, duties and obligations under this Indenture of the City, the Trustee and all registered owners of Bonds, outstanding thereunder shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modification and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes. Section 11.4 Trustee May Rely Upon Opinion of Counsel Re: Supplemental Indenture. The Trustee may receive an opinion of counsel as conclusive evidence that any supplemental indenture executed pursuant to the provisions of this Article XI complies with the requirements of this Article XI. Section 11.5 Notation. Bonds authenticated and delivered after the execution of any supplemental indenture pursuant to the provisions of this Article XI may bear a notation, in form approved by the Trustee, as to any matter provided for in such supplemental indenture, and if such supplemental indenture shall so provide, new Bonds, so modified as to conform, in the opinion of the Trustee and the Corporate Authorities, to any modification of this Indenture contained in any such supplemental indenture, may be prepared by the City, authenticated by the Trustee and delivered without cost to the registered owners of the Bonds then outstanding, upon surrender for cancellation of such Bonds in equal aggregate principal amounts. Section 11.6 Opinion of Bond Counsel. Prior to the adoption of a supplemental indenture executed pursuant to the provisions of this Article XI the Trustee shall give written notice by mail to the Developer, the Notice Beneficial Owners and the registered owners of all Bonds Outstanding at the addresses as set forth in the Register of the Bonds held by the Bond Registrar of the substance of the proposed supplemental indenture. If within 10 days of the Trustee's mailing such notice any Notice Beneficial Owner or registered owner of the Bonds requests that an opinion of bond counsel be delivered to the effect that such supplemental indenture will not adversely affect the exclusion from gross income of interest on the Bonds for federal income tax purposes, such supplemental indenture shall not become effective until such opinion has been delivered to the Trustee. 40 ARTICLE XII DEFEASANCE Section 12.1 Defeasance. (a) If the City shall pay or cause to be paid, or there shall otherwise be paid, to the Bondholders of all Bonds the principal or redemption price, if applicable, and interest due or to become due thereon, at the times and in the manner stipulated therein and in this Indenture, then the pledge of the Trust Estate, and all covenants, agreements and other obligations of the City to the Bondholders, shall thereupon cease, terminate and become void and be discharged and satisfied. In such event, the Trustee shall cause an accounting for such period or periods as shall be requested by the City to be prepared and filed with the City and, upon the request of the City, shall execute and deliver to the City all such instruments as may be desirable to evidence such discharge and satisfaction, and the Trustee shall pay over or deliver to the City all moneys or securities held pursuant to this Indenture which are not required for the payment of principal or redemption price, if applicable, of and interest on the Bonds. If the City shall pay or cause to be paid, or there shall otherwise be paid, to the Bondholders of any outstanding Bonds the principal or redemption price and interest due or to become due thereon, at the times and in the manner stipulated therein and in this Indenture, such Bonds shall cease to be entitled to any lien, benefit or security under this Indenture, and all covenants, agreements and obligations of the City to the Bondholders of such Bonds shall thereupon cease, terminate and become void and be discharged and satisfied. (b) Bonds or interest installments for the payment or redemption of which moneys shall have been set aside and shall be held in trust by the Trustee (through deposit by the City of funds for such payment or redemption or otherwise) at the maturity or redemption date thereof shall be deemed to have been paid within the meaning and with the effect expressed in subsection (a) of this Section 12.1. In addition, any Outstanding Bonds shall, prior to the maturity or redemption date thereof, be deemed to have been paid within the meaning and with the effect expressed in subsection (a) of this Section 12.1 upon compliance with the provisions of subsection (c) of this Section 12.1. (c) Subject to the provisions of subsection (d) of this Section 12.1, any Outstanding Bonds shall, prior to the maturity or redemption date thereof, be deemed to have been paid within the meaning and with the effect expressed in subsection (a) of this Section 12.1 if: (i) in case any of said Bonds are to be redeemed on any date prior to their maturity, the City shall have given to the Trustee irrevocable instructions accepted in writing by the Trustee to give as provided in Section 4.5 notice of redemption of such Bonds on said date; (ii) there shall have been deposited with the Trustee either moneys in an amount which shall be sufficient or Defeasance Securities, the principal of and the interest on which when due will provide moneys which, together with the 41 moneys, if any, deposited with the Trustee at the same time, shall be sufficient, to pay when due the principal or redemption price, if applicable, and interest due and to become due on said Bonds on or prior to the redemption date or maturity date thereof, as the case may be; and (iii) in the event said Bonds do not mature, are not by their terms subject to redemption or, under the plan of refunding applicable thereto, are not to be redeemed, in each case, within the next succeeding ninety (90) days, the City shall have given the Trustee in form satisfactory to it irrevocable instructions to give, as soon as practicable, by first-class mail, postage prepaid, to the owners of such Bonds at their last addresses appearing on the books of the City kept at the office of the Bond Registrar a notice that the deposit required by (ii) above has been made with the Trustee and that said Bonds are deemed to have been paid in accordance with this Section 12.1 and stating such maturity or redemption date upon which moneys are to be available for the payment of the principal or redemption price, if applicable, on said Bonds. (d) Anything in this Indenture to the contrary notwithstanding, any moneys held in trust for the payment and discharge of any of the Bonds which remain unclaimed for one year after the date when such Bonds have become due and payable, either at their stated maturity dates or by call for earlier redemption shall be repaid to the City, as its absolute property and free from trust, and the Trustee shall thereupon be released and discharged, with respect thereto and the Bondholders shall look only to the City for the payment of such Bonds; provided, however, that before being required to make any such payment to the City, the Trustee shall, at the expense of the City, (i) give to the owners of such Bonds as to which any moneys remain unclaimed, by first class mail, postage prepaid, at the last address of such owners appearing on the books of the City kept at the office of the Bond Registrar and (ii) cause to be published one time in an Authorized Newspaper, a notice that said moneys remain unclaimed and that, after a date named in said notice, which date shall be not less than thirty (30) days after the date of the publication of such notice, the balance of such moneys then unclaimed will be returned to the City. (e) Upon the payment or defeasance of all outstanding Bonds as provided in this Article XII, the Trustee and the City shall execute a Satisfaction of Tax Lien substantially in the form of Exhibit C hereto for all Parcels for which a satisfaction of tax lien has not previously been delivered and the City shall file or cause to be filed such Satisfaction of Tax Lien with the Recorder of Deeds of Kendall County, Illinois. ARTICLE XIII MISCELLANEOUS Section 13.1 Severability. If any provision of this Indenture shall be held or deemed to be illegal, inoperative or unenforceable under applicable law or interpreted in such manner as to be prohibited by or be held invalid under such law, such provision shall be ineffective to the 42 extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Indenture. Section 13.2 Notices. Except as otherwise provided in this Indenture, all notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed given when personally delivered or mailed by certified mail, postage prepaid, or when sent by telecopy (receipt confirmed by telephone) or telegram, addressed as follows: If to the City: United City of Yorkville 800 Game Farm Road Yorkville, Illinois 60560 Attention: Mayor Telephone: 630-553-4350 Telecopier: 630-553-7570 If to the Trustee: Attention: Corporate Trust Department Telephone: Telecopier: If to the Developer: Attention: Telephone: Telecopier: If to the Purchaser: William Blair& Company, L.L.C. 222 West Adams Street Chicago, Illinois 60606 Attention: Peter J. Raphael Telephone: 312-364-8386 Telecopier: 312-236-0174 Section 13.3 Holidays. If any date for the payment of an amount hereunder or the taking of any other action required or permitted to be taken hereunder, is not a Business Day, 43 then such payment shall be due, or such action shall or may be taken, as the case may be, on the first Business Day thereafter with the same force and effect as if done on the nominal date provided in this Indenture. Section 13.4 Execution of Counterparts. This Indenture may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 13.5 Applicable Law. This Indenture shall be governed by and construed in accordance with the internal laws of the State of Illinois. Section 13.6 Immunity of Officers, Employees, Elected Officials of the City. No recourse shall be had for the payment of the principal of or premium, if any, or interest on any of the Bonds or for any claim based thereon or upon any obligation, covenant or agreement contained in this Indenture or any agreement supplemental hereto, against any past, present or future mayor or other officer, director, member, employee, attorney or agent of the City, or any incorporator, officer, director, member, employee or agent of any successor corporation or body politic, as such, either directly or through the City or any successor corporation or body politic, under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such incorporators, officers, directors, members, employees or agents, as such, is hereby expressly waived and released as a condition of and consideration for the execution of this Indenture and the issuance of any of the Bonds. 44 IN WITNESS WHEREOF, the United City of Yorkville, Illinois has caused these presents to be signed in its name and on its behalf by its Mayor and its corporate seal to be hereunto affixed and attested by its City Clerk and to evidence its acceptance of the trusts hereby created has caused these presents to be signed in its name and on its behalf by its Authorized Officer, its official seal to be hereunto affixed and the same to be attested by its Authorized Officer, all as of the day and year first above written. UNITED CITY OF YORKVILLE, ILLINOIS By: Mayor [SEAL] Attest: By: City Clerk , as trustee By: Authorized Officer [SEAL] Attest: By: Authorized Officer 45 EXHIBIT A UNITED CITY OF YORKVILLE SPECIAL SERVICE AREA NUMBER 2003-100 (RAINTREE VILLAGE) 011.1136666.1 EXHIBIT B UNITED STATES OF AMERICA STATE OF ILLINOIS COUNTY OF KENDALL UNITED CITY OF YORKVILLE KENDALL COUNTY, ILLINOIS SPECIAL SERVICE AREA NUMBER 2003-100 (RAINTREE VILLAGE) SPECIAL TAX BOND SERIES 2003 (THE HIGHLANDS PROJECT) Bond No. Principal Amount: $ Date of Bond: , 2003 Interest Rate: CUSIP: Date of Maturity: Registered Owner: Cede & Co. The United City of Yorkville, Kendall County, Illinois (the "City"), for value received, promises to pay to the Registered Owner specified above or registered assigns, upon presentation and surrender of this bond at the office of , as Trustee (the "Trustee") the Principal Amount of this bond specified above on the Date of Maturity specified above and to pay the Registered Owner of this bond interest on that sum at the Interest Rate per year specified above from the Date of Bond specified above to the Date of Maturity specified above, payable semiannually on March 1 and September 1, with the first interest payment date being 1, 2003. Interest shall be computed on the basis of a 360-day year of twelve 30-days months. Interest on this bond shall be payable on each interest payment date by check or draft of the Trustee mailed to the person in whose name this bond is registered at the close of business on the 15th day of the month preceding such interest payment date. During such time as this bond is registered so as to participate in a securities depository system with The Depository Trust Company ("DTC"), principal of and interest on this Bond shall be payable by wire transfer pursuant to instructions from DTC. The principal of, interest on and redemption premium on this bond are payable in lawful money of the United States of America. No interest shall accrue on this bond after its Date of Maturity unless this bond shall have been presented for payment at maturity and shall not then have been paid. This bond is one of an authorized issue of bonds in the aggregate principal amount of $ . This bond and the issue of which it is a part (together, the "Series 2003 Bonds") are issued pursuant to the provisions of the "Special Service Area Tax Law," 35 ILCS §200/27-5 et seq., as amended, and the provisions of the Local Government Debt Reform Act, 30 ILCS §350/1 et seq., as amended, and the principal of and interest on the Series 2003 Bonds are payable from special taxes (the "Special Taxes") levied on all taxable real property within the 011.1136666.1 United City of Yorkville Special Service Area Number 2003-100 (Raintree Village) (the "Special Service Area") pursuant to a special tax roll. Additional Bonds on a parity with the Series 2003 Bonds may be issued as provided in the Indenture (as defined below) which shall also be secured by the Special Taxes. The Series 2003 Bonds are being issued for the purpose of paying a portion of the costs of special services to be provided to the Special Service Area, all as more fully described in an ordinance adopted by the City Council of the City on , 2003 (the "Bond Ordinance") and a Trust Indenture dated as of , 2003 between the City and the Trustee (the "Indenture"), to all the provisions of which the holder by the acceptance of this bond assents. Terms not otherwise defined herein shall have the meanings ascribed to such terms in the Indenture. The Series 2003 Bonds, together with the interest thereon, are limited obligations of the City, payable solely from the collection of the Special Taxes and other moneys deposited in certain Funds and Accounts established pursuant to the Indenture. For the prompt payment of the principal of and interest on this bond the Special Taxes are hereby irrevocably pledged. THE SERIES 2003 BONDS DO NOT CONSTITUTE GENERAL OBLIGATIONS OF THE CITY AND NEITHER THE FULL FAITH AND CREDIT NOR THE UNLIMITED TAXING POWER OF THE CITY SHALL BE PLEDGED AS SECURITY FOR THE PAYMENT OF THE SERIES 2003 BONDS. The Series 2003 Bonds maturing are subject to mandatory sinking fund redemption and final payment at a price of par plus accrued interest, without premium, on March 1, of the years and in the amounts as follows: Year Amount 2006 S 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 B-2 Year Amount 2026 2027 2028 2029 2030 2031 2032 The City covenants that it will redeem the Series 2003 Bonds pursuant to the mandatory sinking fund redemption requirements for the Series 2003 Bonds to the extent amounts are on deposit in the Bond and Interest Fund. The Series 2003 Bonds are also subject to optional redemption prior to maturity at the option of the City, in whole or in part, on any date on or after 1, 2012, at a redemption price (expressed as a percentage of the principal amount of the Bonds to be redeemed), as set forth below, plus accrued and unpaid interest to the date of redemption: Redemption Dates Redemption Prices , 2012 through , 2013 102% , 2013 through , 2014 101 , 2014 and thereafter 100 Any optional redemption of Series 2003 Bonds shall be applied, to the extent possible, to reduce pro rata the amount required to be redeemed by mandatory sinking fund redemption pursuant to the Indenture, and so as to maintain the proportion of principal maturing in each year to the total original principal amount of Series 2003 Bonds. The Series 2003 Bonds, are also subject to mandatory redemption on any interest payment date, in part, at a redemption price equal to the principal amount to be redeemed, together with accrued interest to the date fixed for redemption, without premium, from amounts in the Bond and Interest Fund consisting of the proceeds received by the City in connection with a condemnation of any of the special services or any other property owned by or dedicated to the City within the Special Service Area and allocable to the Series 2003 Bonds as determined by the Consultant and which proceeds are not used by the City to rebuild the Special Services. The Series 2003 Bonds are subject to redemption on any Interest Payment Date, in part, at a redemption price equal to the principal amount to be redeemed, together with accrued interest to the date fixed for redemption, without premium, from amounts transferred from the Improvement Fund to the Bond and Interest Fund. B-3 The Series 2003 Bonds are subject to mandatory redemption on any Interest Payment Date, in whole or in part, at a redemption price equal to the principal amount to be redeemed, together with accrued interest to the date fixed for redemption, without premium, in the event of a mandatory prepayment of the Special Taxes upon a reduction in the Maximum Parcel Special Tax as a result of a change in the expected number of single family lots or duplex lots to be built within the Special Service Area or any other event that reduces the total of the Maximum Parcel Special Tax as described in, and in the amounts set forth in, Section of the Rate and Method (as defined in the Indenture). The Series 2003 Bonds are also subject to mandatory redemption on any interest payment date, in part, from amounts available for disbursement from the Special Redemption Account and from amounts transferred from the Reserve Fund to the Special Redemption Account in connection with prepayments of the Special Taxes, at a redemption price (expressed as a percentage of the principal amount of the Series 2003 Bonds to be redeemed), as set forth below, together with accrued interest on such Series 2003 Bonds to the date fixed for redemption: Redemption Dates Redemption Prices On or prior to , 2012 103% , 2012 through , 2013 102 , 2013 through , 2014 101 , 2014 and thereafter 100 Any mandatory redemption of the Series 2003 Bonds in part from proceeds from condemnation, proceeds transferred from the Improvement Fund to the Bond and Interest Fund or prepayments of the Special Taxes shall be applied to reduce pro rata the amount of Series 2003 Bonds required to be redeemed by mandatory sinking fund redemption pursuant to the Indenture, and so as to maintain the proportion of principal maturing in each year to the total original principal amount of Series 2003 Bonds. If less than all the Series 2003 Bonds of any maturity are to be redeemed on any redemption date, the Bond Registrar named below will assign to each Series 2003 Bond of the maturity to be redeemed a distinctive number for each $1,000 of principal amount of that Series 2003 Bond. The Bond Registrar will then select by lot from the numbers so assigned, using such method as it shall deem proper in its discretion, as many numbers as, at $1,000 per number, shall equal the principal amount of Series 2003 Bonds of that maturity to be redeemed; provided that following any redemption, no Series 2003 Bonds shall be outstanding in an amount less than the minimum Authorized Denomination except as necessary to effect the mandatory sinking fund redemption of Series 2003 Bonds as provided in the Indenture. B-4 Notice of the redemption of any Series 2003 Bonds, which by their terms shall have become subject to redemption, will be given to the Notice Beneficial Owners, as defined in the Indenture, and the registered owner of each Series 2003 Bond called for redemption in whole or in part not less than 30 or more than 60 days before any date established for redemption of Series 2003 Bonds, by the Bond Registrar, on behalf of the City, by registered or certified mail sent to the registered owner's last address, if any, appearing on the registration books kept by the Bond Registrar. All notices of redemption shall include at least the designation, date and maturities of Series 2003 Bonds called for redemption, CUSIP Numbers, if available, and the date of redemption. In the case of a Series 2003 Bond to be redeemed in part only, the notice will also specify the portion of the principal amount of the Series 2003 Bond to be redeemed. The mailing of the notice specified above to the registered owner of any Series 2003 Bond will be a condition precedent to the redemption of that Series 2003 Bond, provided that any notice which is mailed in accordance with the Indenture will be conclusively presumed to have been duly given whether or not the owner received that notice. The failure to mail notice to the owner of any Series 2003 Bond, or any defect in that notice, shall not affect the validity of the redemption of any other Series 2003 Bonds. This bond is negotiable, subject to the following provisions for registration and registration of transfer. The City maintains books for the registration and registration of transfer of Series 2003 Bonds at the office of the Trustee, as Bond Registrar. This bond is fully registered on those books in the name of its owner, as to both principal and interest, and transfer of this bond may be registered on those books upon surrender of this bond to the Bond Registrar by the registered owner or his or her attorney duly authorized in writing together with a written instrument of transfer satisfactory to the Bond Registrar duly executed by the registered owner or his or her duly authorized attorney. Upon surrender of this bond for registration of transfer, a new bond or bonds in the same aggregate principal amount and of the same maturity will be issued to the transferee as provided in the Indenture. This bond may be exchanged, at the option of the Registered Owner, for an equal aggregate principal amount of bonds of the same maturity of any other Authorized Denominations, upon surrender of this bond at the office of the Bond Registrar with a written instrument of transfer satisfactory to the Bond Registrar duly executed by the Registered Owner or his or her duly authorized attorney. For every exchange or registration of transfer of this bond, the City or the Bond Registrar may make a charge sufficient to reimburse it for any tax, fee or other governmental charge, other than one imposed by the City, required to be paid with respect to that exchange or registration of transfer, and payment of that charge by the person requesting exchange or registration of transfer shall be a condition precedent to that exchange or registration of transfer. No other charge may be made by the City or the Bond Registrar as a condition precedent to exchange or registration of transfer of this bond. The Bond Registrar shall not be required to exchange or register the transfer of any Series 2003 Bond following the close of business on the 15th day of the month preceding any interest payment date on such Series 2003 Bond, nor to transfer or exchange any Series 2003 Bond after notice calling such Series 2003 Bond for redemption has been mailed, nor during a period of 15 days next preceding mailing of a notice of redemption of any Series 2003 Bonds. B-5 The City, the Trustee and the Bond Registrar may deem and treat the registered owner of this bond as its absolute owner, whether or not this bond is overdue, for the purpose of receiving payment of the principal of or interest on this bond and for all other purposes, and neither the City, the Bond Registrar nor the Trustee shall be affected by any notice to the contrary. Payment of the principal of and interest on this bond shall be made only to its registered owner, and all such payments shall be valid and effective to satisfy the obligation of the City on this bond to the extent of the amount paid. All conditions which by law must have existed or must have been fulfilled in the issuance of this bond existed and were fulfilled in compliance with law. Provision has been made for the levy, collection and segregation of the Special Taxes sufficient to pay and discharge the principal of this bond at maturity and to pay interest on this bond as it falls due. The issuance of the Series 2003 Bonds by the City will not cause the City to exceed or violate any applicable limitation or condition respecting the issuance of bonds imposed by the law of the State of Illinois or by any indenture, ordinance or resolution of the City. The Series 2003 Bonds are issued for purposes for which the City is authorized by law to issue bonds including but not limited to the payment of a portion of the costs of the special services to be provided to the Special Service Area, making deposits to a reserve fund, administrative expense fund and a capitalized interest account, and paying costs of the City in connection with the issuance of the Series 2003 Bonds. This bond shall not be valid for any purpose unless and until the certificate of authentication on this bond shall have been duly executed by the Trustee. B-6 IN WITNESS WHEREOF, the United City of Yorkville, Kendall County, Illinois, by its Mayor and City Council, has caused this bond to be executed by the manual or facsimile signature of its Mayor and attested by the manual or facsimile signature of its City Clerk and has caused its corporate seal to be affixed to this bond (or a facsimile of its seal to be printed on this bond), all as of the Date of Bond specified above. UNITED CITY OF YORKVILLE, ILLINOIS By: Mayor (SEAL) ATTEST: City Clerk Date of Authentication: This bond is one of the bonds described in the Indenture authorizing the issuance of $ United City of Yorkville, Kendall County, Illinois Special Service Area Number 2003-100 (Raintree Village) Special Tax Bonds, Series 2003 (The Highlands Project). , as Trustee By: Authorized Signatory For Value Received, the undersigned sells, assigns and transfers to this bond and all rights and title under this bond, and irrevocably constitutes and appoints attorney to transfer this bond on the books kept for registration of this bond. Dated: B-7 EXHIBIT C (The Above Space For Recorder's Use Only) This Document was prepared by and after recording return to: [Insert name and address of Trustee] SATISFACTION OF TAX LIEN The undersigned duly elected and acting Mayor of the United City of Yorkville, Kendall County, Illinois (the "City"), in consideration of the receipt of the sum of $ , hereby acknowledges and certifies that special taxes levied and to be extended in accordance with the Special Tax Roll approved by the City Council of the City pursuant to Ordinance No. (the "Establishing Ordinance") are paid and the lien of such taxes satisfied with respect to the following lots in the City's Special Service Area Number 2003-100 (Raintree Village) (the "SSA") legally described on Exhibit A attached hereto: Lot PIN The undersigned further certifies that pursuant to Section of the Rate and Method of Levying Special Taxes attached to and incorporated in the Establishing Ordinance as Exhibit E (the "Rate and Method"), upon payment of the prepayment amount as calculated pursuant to the Rate and Method, the Special Taxes which were prepaid shall not be levied on the Parcel for which the prepayment was made. Pursuant to Section of the Rate and Method, the City shall amend the Special Tax Roll each calendar year to reflect the Maximum Parcel Special Tax. Dated: UNITED CITY OF YORKVILLE By: Title: Approved by: DAVID TAUSSIG & ASSOCIATES, INC. By: Title: The Trustee hereby acknowledges receipt of the sum of$ , as trustee By: Title: C-2 STATE OF ILLINOIS ) ) SS. COUNTY OF ) I, , a Notary Public in and for such County and State aforesaid, do hereby certify that , personally known to me to be the Mayor of the United City of Yorkville, Illinois, whose name is subscribed to the foregoing Satisfaction, appeared before me this day in person and acknowledged that as such officer he signed and delivered the foregoing Satisfaction as such officer of the United City of Yorkville, Illinois, as his free and voluntary act, and as the free and voluntary act and deed of such City, for the uses and purposes therein set forth. Given under my hand and notarial seal, this day of , Notary Public Commission expires: C-3 EXHIBIT D DISBURSEMENT REQUEST TO: , Trustee RE: $ United City of Yorkville Kendall County, Illinois Special Service Area Number 2003-100 (Raintree Village) Special Tax Bonds, Series 2003 (The Highlands Project) Amount Requested: Total Disbursements to Date: 1. Each obligation for which a disbursement is hereby requested is described in reasonable detail in Schedule I hereto together with the name and address of the person, firm, or corporation to whom payment is due, which may include the Developer for reimbursement of amounts expended, and any other payment instructions. 2. The bills, invoices, or statements of account for each obligation referenced in Schedule I are attached hereto as Schedule II. 3. An endorsement to the Title Policy in the amount requested is attached as Schedule III. 4. The Issuer hereby certifies that: a. This written requisition is for payment of costs in connection with the issuance of the above-referenced Series 2003 Bonds and the specific purpose for which this request is made is described in Schedule I. b. The disbursement is for payment of a Special Service. c. Such Special Service has been completed in accordance with the terms of the Public Infrastructure Agreement. d. Payment instructions sufficient to make the requested payment are set forth in Schedule I. e. No portion of the amount being requested to be disbursed was set forth in any previous request for disbursement. 5. All capitalized terms herein shall have the meanings assigned to them in the Trust Indenture for the above-referenced Series 2003 Special Tax Bonds dated as of , 2003 by and between the United City of Yorkville, Kendall County, Illinois and , as Trustee. By: Authorized Officer D-2 AiMMMMMMMMMMMMMMMMMMMM EXHIBIT E CONTINUING DISCLOSURE AGREEMENT UNITED CITY OF YORKVILLE KENDALL COUNTY, ILLINOIS SPECIAL SERVICE AREA NUMBER 2003-100 (RAINTREE VILLAGE) SPECIAL TAX BONDS, SERIES 2003 (THE HIGHLANDS PROJECT) This Continuing Disclosure Agreement (the "Agreement") is executed and delivered by the United City of Yorkville, Kendall County, Illinois (the "City") and with its principal office at as Dissemination Agent (the "Dissemination Agent") in connection with the issuance by the City of $ aggregate principal amount of Special Service Area Number 2003-100 (Raintree Village) Special Tax Bonds, Series 2003 (The Highlands Project) (the `Bonds"). The Bonds are being issued pursuant to a Trust Indenture dated as of , 2003 between the City and , as trustee (the"Indenture"). The City and the Dissemination Agent covenant and agree as follows: Section 1. Purpose of the Agreement. This Agreement is being executed and delivered by the City and the Dissemination Agent for the benefit of the holders and Beneficial Owners of the Bonds and in order to assist the Participating Underwriter in complying with S.E.C. Rule 15c2-12(b)(5). Section 2. Definitions. In addition to the definitions set forth in the Indenture, which apply to any capitalized term used in this Agreement unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: "Annual Report" shall mean any Annual Report provided by an Obligated Person pursuant to, and as described in, Sections 3 and 4 of this Agreement. "Beneficial Owner" shall mean any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal income tax purposes. "Disclosure Representative" shall mean the City Administrator or his or her designee, or such other officer or employee as the City shall designate in writing to the Dissemination Agent from time to time. "Dissemination Agent" shall mean initially or any successor Dissemination Agent appointed by the City pursuant to Section 7 of this Agreement to serve as Dissemination Agent and which has filed with the City a written acceptance of such designation. "Listed Events" shall mean any of the events listed in Section 5 of this Agreement. "National Repository" or "NRMSIR" shall mean any Nationally Recognized Municipal Securities Information Repository for purposes of the Rule, The National Repositories currently approved by the Securities and Exchange Commission are set forth in Exhibit A. "Obligated Person" shall mean the City. "Participating Underwriter" shall mean any of the original underwriters of the Bonds and any remarketing agent approved in writing by the City who is retained by the City to remarket the Bonds and who is required to comply with the Rule in connection with the remarketing of the Bonds. "Repository" shall mean each National Repository and each State Repository. "Rule" shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. "State Repository" shall mean any public or private repository or entity designated by the State of Illinois as a state repository for the purpose of the Rule and recognized as such by the Securities and Exchange Commission. As of the date of this Agreement, there is no State Repository. Section 3. Provision of Annual Reports. (a) Within 210 days after the end of each fiscal year of the Obligated Person (which currently ends ), commencing with the first fiscal year after the Rule becomes applicable to the Bonds, the Obligated Person shall, or shall cause the Dissemination Agent to, provide to each Repository, an Annual Report which is consistent with the requirements of Section 4 of this Agreement. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in Section 4 of this Agreement, provided that the audited financial statements of the Obligated Person may be submitted separately from the balance of the Annual Report and later than the date required above for the filing of the Annual Report if they are not available by that date. If the Obligated Person's fiscal year changes, it shall give notice of such change in the same manner as for a Listed Event under Section 5 of this Agreement. (b) Not later than ten (10) business days prior to the date required in subsection (a), the Obligated Person shall provide the Annual Report to the Dissemination Agent. If the Obligated Person is unable to provide to the Repositories an Annual Report by the date required in subsection (a), the Dissemination Agent shall send a notice to the State Repository, if any, and to each National Repository or the Municipal Securities Rulemaking Board in substantially the form attached as Exhibit B. (c) The Dissemination Agent shall: E-2 (i) determine each year, prior to the date for providing the Annual Report the name and address of each National Repository and State Repository, if any, and (ii) file a report with the Obligated Person certifying that the Annual Report has been provided pursuant to this Agreement, stating the date it was provided and listing all the Repositories to which it was provided. Section 4. Content of Annual Reports. The City's Annual Report shall contain or incorporate by reference the following items: (a) The City's audited financial statements for the prior fiscal year, prepared in accordance with generally accepted auditing standards and the standards for financial audits contained in Government Auditing Standards (1988 Revision), issued by the Comptroller General of the United States. The City may from time to time, in order to comply with federal or State legal requirements, modify the basis upon which its financial statements are prepared. Notice of any such modification shall be provided to (i) either each NRMSIR or the Municipal Securities Rulemaking Board and (ii)the State Repository, if any, and shall include a reference to the specific federal or State law or regulation describing such accounting basis. If the City's audited financial statements are not available by the time the Annual Report is required to be filed pursuant to Section 3.(a), the Annual Report shall contain unaudited financial statements and the audited financial statements shall be filed in the same manner as the Annual Report when they become available. If a change is made to the basis on which financial statements are prepared, the annual financial information for the year in which the change is made shall present a comparison between the financial statements or information prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. Such comparison shall include a qualitative and, to the extent reasonably feasible, quantitative discussion of the differences in the accounting principles and the impact of the change in the accounting principles on the presentation of the financial information. (b) The Annual Report shall include financial information and operating data relating to the City updating the financial information and operating data presented in the Limited Offering Memorandum dated , 2003 relating to the Bonds (the "Offering Memorandum") under the following captions (provided, however, that the updating information may be provided in such format as the City deems appropriate; and provided further, that if a new disclosure document is prepared at or prior to the time the Rule becomes applicable to the Bonds, the City and the Participating Underwriters, who are subject to the Rule, may select such other financial information and operating data presented in such disclosure document in addition to, or in lieu of, the information described below): "DEBT SERVICE REQUIREMENTS — E-3 - Expected Special Taxes and Debt Service Coverage" [adjusted to reflect actual debt service and debt service reserve earnings] "SECURITY AND SOURCE OF PAYMENT FOR THE BONDS — — Representative Property Taxes" "THE CITY— — Number of Residential Building Permits" - Equalized Assessed Value" If the City changes its fiscal year, the City shall send, or cause to be sent, notice of such change to (A) either each NRMSIR or the Municipal Securities Rulemaking Board and (B) the National Repository, if any. (c) The Annual Report shall include a copy of the Trustee's annual report pursuant to Section 10.9 of the Indenture showing the Special Taxes received, and all disbursements from the Funds and Accounts administered by the Indenture, including the balances in all Funds and Accounts relating to the Bonds and the Special Services as of the end of such fiscal year. (d) The Annual Report shall include a copy of the semi-annual reports regarding collection of taxes, delinquencies, tax sales and foreclosures delivered by the Consultant pursuant to Section of the Administrative Services Agreement for the prior fiscal year. Any or all of the items listed above may be incorporated by specific reference to other documents, including official statements of debt issues of the City or related public entities, which have been submitted to each of the Repositories or the Securities and Exchange Commission. If the document incorporated by reference is a final official statement, it must be available from the Municipal Securities Rulemaking Board. The City shall clearly identify each such other document so incorporated by reference. The City will also provide, or cause to be provided, in a timely manner, to (i) either each NRMSIR or the Municipal Securities Rulemaking Board and (ii) the National Repository, if any, notice of a failure to satisfy the requirements of this Section. Section 5. Reporting of Significant Events. (a) Pursuant to the provision of this Section 5, the Dissemination Agent shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds, if material: (i) Principal or interest payment delinquencies, E-4 (ii) Non-payment related defaults, (iii) Modification to rights of owners of the Bonds, (iv) Optional, contingent or unscheduled calls of the Bonds, (v) Defeasances, (vi) Rating Changes, (vii) Adverse tax opinions or events affecting the tax-exempt status of the Bonds, (viii) Unscheduled draws on any reserve fund for the Bonds reflecting financial difficulties, (ix) Unscheduled draws on any credit enhancements reflecting financial difficulties, (x) Substitution of any credit or liquidity facility providers or their failure to perform, (xi) Release, substitution or sale of property (other than the sale of homes in the ordinary course) securing repayment of the Bonds. (b) The Dissemination Agent shall, within one business day of obtaining actual knowledge of the occurrence of any of the Listed Events, contact the Disclosure Representative, inform such person of the event and request that the City promptly notify the Disseminating Agent in writing whether or not to report the event pursuant to subsection (f). (c) Whenever the Obligated Person obtains knowledge of the occurrence of a Listed Event, whether because of notice from the Dissemination Agent pursuant to subsection (b) or otherwise, the Obligated Person shall as soon as possible determine if such event would be material under applicable federal securities laws. (d) If the Obligated Person determines that knowledge of the occurrence of a Listed Event would be material under applicable federal securities laws, the Obligated Person shall promptly notify the Dissemination Agent in writing. Such notice shall instruct the Dissemination Agent to report the occurrence pursuant to subsection (f). (e) If in response to a request under subsection (b), the City determines that the Listed Event would not be material, the City shall so notify the Dissemination Agent in writing and instruct the Dissemination Agent not to report the occurrence pursuant to subsection (f). (f) If the Dissemination Agent has been instructed by the City to report the occurrence of a Listed Event, the Dissemination Agent shall file a notice of such E-5 occurrence with the State Repository, if any, and the Municipal Securities Rulemaking Board or each National Repository. Notwithstanding the foregoing, notice of Listed Events described in subsections (a)(4) and (5) need not be given under this subsection any earlier than the notice, if any, of the underlying event is given to holders of affected Bonds pursuant to the Indenture. Section 6. Termination of Reporting Obligation. The Obligated Person's obligations under this Agreement shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds. If such termination occurs prior to the final maturity of the Bonds, the Obligated Person shall give notice of such termination in the same manner as for a Listed Event under Section 5. Section 7. Dissemination Agent. The Obligated Person may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Agreement and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. The Dissemination Agent shall not be responsible in any manner for the content of any notice or report prepared by an Obligated Person pursuant to this Agreement. Section 8. Amendment; Waiver. Notwithstanding any other provision of this Agreement, the Obligated Person and the Dissemination Agent may amend this Agreement (and the Dissemination Agent shall agree to any amendment so requested by the Obligated Person), and any provision of this Agreement may be waived, provided that the following conditions are satisfied: (a) If the amendment or waiver relates to the provisions of Sections 3(a), 4, or 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of an obligated person with respect to the Bonds; (b) The undertaking, as amended or taking into account such waiver, would not in the opinion of nationally recognized bond counsel or counsel expert in federal securities law in and of itself cause the undertakings therein to violate the Rule, taking into account any subsequent change in or official interpretation of the Rule. In the event of any amendment or waiver of a provision of this Agreement, the Obligated Person shall describe such amendment in the next Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the Obligated Person. Section 9. Additional Information. Nothing in this Agreement shall be deemed to prevent the Obligated Person from disseminating any other information, using the means of dissemination set forth in this Agreement or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Agreement. If the Obligated Person chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to E-6 that which is specifically required by this Agreement, the Obligated Person shall have no obligation under this Agreement to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. Section 10. Default. If the Obligated Person or the Dissemination Agent fails to comply with any provision of this Agreement, the Dissemination Agent or any holder or Beneficial Owner of Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Obligated Person or the Dissemination Agent to comply with its obligations under this Agreement. A default under this Agreement shall not be deemed a default under the Indenture and the sole remedy under this Agreement in the event of any failure of the Obligated Person or the Dissemination Agent to comply with this Agreement shall be an action to compel performance. Section 11. Duties, Immunities and Liabilities of Dissemination Agent. The Dissemination Agent shall have only such duties as are specifically set forth in this Agreement and the Obligated Person, to the extent permitted by law, agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may occur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent's negligence or willful misconduct. The obligations of the Obligated Person under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds. Section 12. Beneficiaries. This Agreement shall inure solely to the benefit of the Obligated Person, the Dissemination Agent, the Participating Underwriter and the holders and Beneficial Owners of the Bonds, and shall create no rights in any other person or entity. Section 13. Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but such counterparts shall together constitute but one and the same instrument. [The rest of this page is intentionally left blank.] E-7 . V 4 Date: , 200_. UNITED CITY OF YORKVILLE By: Title: , as Dissemination Agent By: Title: E-8 EXHIBIT A Nationally Recognized Municipal Securities Information Repositories approved by the Securities and Exchange Commission as of the date of this Agreement: Bloomberg Municipal Repository P.O. Box 940 Princeton, New Jersey 08542-0940 Internet address: MUNIS@bloomberg.doc (609) 279-3200 FAX(609) 279-5962 Thomson NRMSIR Attn.: Municipal Disclosure 395 Hudson Street; 3rd Floor New York, New York 10014 Internet address: Disclosure@muller.com (212) 807-3814 FAX (212) 989-9292 Kenny Information Systems, Inc. 65 Broadway, 16th Floor New York, New York 10006 (212) 770-4595 FAX (212) 797-7994 DPC Data, Inc. One Executive Drive Fort Lee, NJ 07024 (201) 346-0701 FAX (201) 947-0107 EXHIBIT B NOTICE OF FAILURE TO FILE ANNUAL REPORT Name of Obligated Person: United City of Yorkville, Kendall County, Illinois Name of Bond Issue: $ Special Service Area Number 2003-100 (Raintree Village) Special Tax Bonds, Series 2003 (The Highlands Project) Date of Issuance: , 2003 NOTICE IS HEREBY GIVEN that as an Obligated Person under Rule 15c2- 12(b)(5) has not provided an Annual Report with respect to the above-named Bonds as required by the Indenture authorizing the issuance of the Bonds. The Obligated Person anticipates that the Annual Report will be filed by Dated: Dissemination Agent By: Title: DRAFT ORDINANCE NO. AN ORDINANCE PROPOSING THE ESTABLISHMENT OF SPECIAL SERVICE AREA NUMBER 2003-102 (RAINTREE VILLAGE —SOUTH) IN THE UNITED CITY OF YORKVILLE AND PROVIDING FOR OTHER PROCEDURES IN CONNECTION THEREWITH BE IT ORDAINED BY THE CITY COUNCIL OF THE UNITED CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS AS FOLLOWS: Section 1. Authority. The United City of Yorkville, Kendall County, Illinois (the "City") is authorized pursuant to Article VII, Section 7(6) of the Constitution of the State of Illinois, and pursuant to the provisions of the Illinois Special Service Area Tax Law, 35 ILCS 200/27-5 et seq. (the "Act"), which provides, inter alia, the manner of levying or imposing taxes and issuing bonds for the provision of special services to areas within the boundaries of municipalities and counties. Section 2. Findings. The City Council of the City finds and determines as follows: a. Owners of record (the "Owners") of that portion of the City described in Exhibit A attached hereto and made a part hereof (hereinafter the "Subject Territory") have expressed an interest in the construction, acquisition and installation of various infrastructure improvements to their properties as further described herein; and b. Pursuant to Section 27-20 of the Act, the Owners have filed an application with the City Council of the City proposing that the City establish a special service area (the "Application"); and c. It is in the public interest that the City Council of the City consider the creation of a special service area for the Subject Territory; and d. The special service area proposed for consideration is compact and contiguous and is outlined on the map of a portion of the City, which map is attached hereto as Exhibit B and made a part hereof; and e. The proposed special service area will benefit specially from the municipal services to be provided to the area. These proposed municipal services are in addition to municipal services provided to the City as a whole. Section 3. Proposal. In response to the expressed interest of the Owners, the City Council of the City hereby accepts the Application and proposes the establishment of City of Yorkville Special Service Area Number 2003-102 (Raintree Village — South) for the construction, acquisition and installation of infrastructure improvements to serve the Subject Territory. Section 4. Public Hearing. A public hearing shall be held on the day of , 2003, at 7:00 p.m., at the Yorkville City Hall, 800 Game Farm Road, Yorkville, Illinois, to consider the creation of the City of Yorkville Special Service Area Number 2003-102 (Raintree Village— South), in the Subject Territory. At the hearing, the following alternative methods of financing improvements within the proposed special service area will be considered: (i) the imposition or levy by the City of a tax in the proposed special service area sufficient to produce revenues to provide special municipal services to the proposed special service area; the maximum rate of such taxes to be extended in any year for special services under this ordinance within the proposed special service area shall not exceed the amount necessary to produce a maximum annual tax levy of $1,200,000 in accordance with the special tax roll referred to below, and (ii) the borrowing of an amount not to exceed an aggregate principal amount of $12,000,000 to be evidenced by special tax bonds of such area (the "Bonds"), the proceeds of which shall be used to pay the cost of providing special municipal services to the proposed special service area, to fund certain reserves for, and interest on, the Bonds and initial administrative expenses relating to the proposed special service area, and to pay the cost of issuing the Bonds. The special municipal services to be provided to the proposed special service area may include: engineering, 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, equestrian paths and related street improvements, and equipment and materials necessary for the maintenance thereof, landscaping, wetland mitigation and tree installation, costs for land and easement acquisitions relating to any of the foregoing improvements, required tap-on and related fees for water or sanitary sewer services and other eligible costs. The Bonds, if issued, shall be retired over a period not to exceed forty (40) years from the date of their issuance and shall bear interest at a rate not to exceed the greater of nine percent (9%)per annum or 125% of the rate for the most recent date shown in the 20 G.O. Bonds Index of average municipal bond yields as published in the most recent edition of The Bond Buyer, published in New York, New York, at the time the contract is made for the sale of the Bonds. The Bonds, if issued, shall be retired by the levy of an annual tax levied against each parcel of property within the special service area pursuant to a special tax roll to pay the interest on the Bonds as it falls due and to discharge the principal thereof at maturity and to pay the costs of administration and maintenance of the Subject Territory. This tax is to be levied upon all taxable property within the proposed special service area. Section 5. Notice of Public Hearing. Notice of hearing shall be published at least once not less than fifteen (15) days prior to the public hearing specified in Section 4 above, in a newspaper of general circulation in the City. In addition, notice shall be given by depositing the notice in the United States mail addressed to the person or persons in whose name the general taxes for the last preceding year were paid on each lot, block, tract or parcel of land lying within the proposed special service area. This notice shall be mailed not less than ten (10) days prior to the time set for the public hearing. In the event taxes for the last preceding year were not paid, the notice shall be sent to the person last listed on the tax rolls prior to that year as the owner of the property. The notice to owners of record shall be in substantially the form set forth in Exhibit C to this Ordinance. 2 Section 6. Supercede Conflicting Ordinances. All ordinances or parts of ordinances in conflict with the provisions of this ordinance are repealed to the extent of such conflict. Section 7. Effective Date. This Ordinance shall be in full force and effect from and after its passage and approval in the manner provided by law. PAUL JAMES MARTY MUNNS RICHARD STICKA WANDA O'HARE VALERIE BURD ROSE SPEARS LARRY KOT JOSEPH BESCO PASSED AND APPROVED this day of , 2003. Mayor ATTEST: City Clerk [SEAL] 3 EXHIBIT A Legal Description EXHIBIT B Map of Special Service Area Number 2003-102 (Raintree Village— South) EXHIBIT C NOTICE OF HEARING UNITED CITY OF YORKVILLE SPECIAL SERVICE AREA NUMBER 2003-102 (RAINTREE VILLAGE—SOUTH) NOTICE IS HEREBY GIVEN that on , 2003 at 7:00 p.m. at the Yorkville City Hall, 800 Game Farm Road, Yorkville, Illinois, a hearing will be held by the City of Yorkville to consider forming a special service area, to be called "City of Yorkville Special Service Area Number 2003-102 (Raintree Village — South)," consisting of the territory legally described in Exhibit 1 to this Notice. The approximate street location is the area generally depicted on the map of a portion of the City, which map is attached as Exhibit 2 to this Notice. The general purpose of the formation of the City of Yorkville Special Service Area Number 2003-102 (Raintree Village — South) is to provide special municipal services to the area which may include: engineering, 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, equestrian paths and related street improvements, and equipment and materials necessary for the maintenance thereof, landscaping, wetland mitigation and tree installation, costs for land and easement acquisitions relating to any of the foregoing improvements, required tap-on and related fees for water or sanitary sewer services and other eligible costs. There will also be considered at the hearing the following alternative methods of financing improvements within the proposed special service area: (i) the levy of a tax by the City in the proposed special service area, sufficient to produce revenues to provide special municipal services to the proposed special service area; the maximum rate of such taxes to be extended in any year within the proposed special service area which shall not exceed the amount necessary to produce a maximum annual tax levy of$1,200,000 in accordance with the special tax roll referred to below, and (ii) the issuance of special tax bonds in an aggregate principal amount not to exceed $12,000,000 at an interest rate of not to exceed the greater of nine percent (9%) per annum or 125% of the rate for the most recent date shown in the 20 G.O. Bonds Index of average municipal bond yields as published in the most recent edition of The Bond Buyer, published in New York, New York, at the time the contract is made for the sale of the bonds, and to mature within thirty (30) years from the date of their issuance. The bonds, if issued, shall be retired by the levy of an annual tax established pursuant to a special tax roll to pay the interest on such bonds as it falls due and to discharge the principal thereof at maturity and to pay the costs of administration and maintenance of the special service area, said tax to be levied upon all taxable property within the proposed special service area. At the hearing, all interested persons affected by the formation of such special service area, including all persons owning taxable real estate therein, may file written objections to and be heard orally regarding the formation of and the boundaries of the special service area, the r i issuance of bonds and the levy of taxes affecting the area. The hearing may be adjourned by the City Council without further notice other than a motion to be entered upon the minutes of its meeting fixing the time and place of its adjournment. If a petition signed by at least 51% of the electors residing within the City of Yorkville Special Service Area Number 2003-102 (Raintree Village - South) and by at least 51% of the owners of record of the land included within the boundaries of the City of Yorkville Special Service Area Number 2003-102 (Raintree Village — South) is filed with the City Clerk of the City of Yorkville within 60 days following the final adjournment of the public hearing objecting to the creation of the special service area, the issuance of bonds for the provision of special services to the area or the levy of taxes affecting the area, no such area may be created and no such bonds may be issued or taxes levied or imposed. 2 Exhibit 1 to Notice Legal Description of Property Exhibit 2 to Notice Map of Proposed Special Service Area Wm"1r DRAFT RESOLUTION DECLARING OFFICIAL INTENT OF THE UNITED CITY OF YORKVILLE KENDALL COUNTY,ILLINOIS WHEREAS, the United City of Yorkville, Kendall County, Illinois (the "City") wishes to design, acquire, construct and install special services within the City's Special Service Area Number 2003-102 (Raintree Village — South) (the "Special Service Area") and the City wishes to issue its special tax bonds to finance said special services; and WHEREAS, the City hereby finds and determines that the financing of the special services described below by the City will serve the public purposes of the Special Service Area. NOW, THEREFORE, BE IT RESOLVED by the City Council of the United City of Yorkville, Kendall County, Illinois as follows: 1. The City intends to issue obligations (the "Bonds") for the purpose of financing the design, acquisition, construction and installation of special services consisting of engineering, 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, equestrian paths and related street improvements, and equipment and materials necessary for the maintenance thereof, landscaping, wetland mitigation and tree installation, costs for land and easement acquisitions relating to any of the foregoing improvements, required tap-on and related fees for water or sanitary sewer services and other eligible costs (the "Project"). The total amount which the City intends to borrow through the issuance of the Bonds for the Project will not exceed $12,000,000. 2. Certain costs will be incurred by the City in connection with the Project prior to the issuance of the Bonds. The City reasonably expects to reimburse such costs with proceeds of the Bonds. 3. This Resolution constitutes a declaration of official intent under Treasury Regulation Section 1.150-2. 4. This Resolution shall be in full force and effect from and after its passage, approval and publication in pamphlet form, as provided by law. PAUL JAMES MARTY MUNNS RICHARD STICKA WANDA O'HARE VALERIE BURD ROSE SPEARS LARRY KOT JOSEPH BESCO PASSED AND APPROVED this day of , 2003. Mayor [SEAL] ATTEST: City Clerk