Ordinance 2005-073 STATE OF ILLINOIS
COUNTY OF KENDALL
FILED °
AUG 2 6 2005
County Clerk
Kendall County
ORDINANCE NUMBER --- 13
AN ORDINANCE authorizing and providing for the issue of $2,000,000
General Obligation Bonds (Alternate Revenue Source), Series 2005C,
of the United City of Yorkville, Kendall County, Illinois, for the
purpose of improving the existing waterworks and sewerage system of
said City, prescribing all the details of said bonds, and providing for
the collection, segregation and distribution of the revenues of the
combined waterworks and sewerage system of said City.
Adopted by the City Council of said
City on the 23rd day of August,
2005.
STATE OF ILLINOIS )
SS
COUNTY OF KENDALL )
FILING CERTIFICATE
I, the undersigned, do hereby certify that I am the duly qualified and acting County Clerk
of endall County, Illinois, and as such official I do further certify that on the2elfday of
2005, there was filed in my office a duly certified copy of Ordinance No. (:�GDE` C 3
entitled:
AN ORDINANCE authorizing and providing for the issue of $2,000,000
General Obligation Bonds (Alternate Revenue Source), Series 2005C, of
the United City of Yorkville, Kendall County, Illinois, for the purpose of
improving the existing waterworks and sewerage system of said City,
prescribing all the details of said bonds, and providing for the collection,
segregation and distribution of the revenues of the combined waterworks
and sewerage system of said City.
duly adopted by the City Council of the United City of Yorkville, Kendall County, Illinois, on
the 23rd day of August, 2005, and that the same has been deposited in the official files and
records of my office.
IN WITNESS WHEREOF I hereunto affix my official signature and the seal of said County,
this b day of Al a 2005.
County Clerk of Kendall County,
Illinois � ��
[SEAL]
M INUTES of a regular public meeting of the City Council of the
United City of Yorkville, Kendall County, Illinois, held in the City
Council Chambers of the City Building, located at 800 Game Farm
Road, in said City at 7:00 o'clock P.M., on the 23rd day of August,
2005.
The Mayor called the meeting to order and directed the City Clerk to call the roll.
Upon roll call, the following answered present: Arthur F. Prochaska, Jr., the Mayor, and the
following Aldermen at said location answered present: ?-- +
The following were absent: _
The Mayor announced that in order to finance the necessary improvements to the
waterworks and sewerage system of the City, it would be necessary for the City to issue revenue
bonds or in lieu thereof, alternate bonds and that the City Council would consider the adoption of
an ordinance authorizing the issuance of such bonds.
The Mayor announced that the City Council would next consider the adoption of an
ordinance entitled:
AN ORDINANCE authorizing and providing for the issue of $2,000,000
General Obligation Bonds (Alternate Revenue Source), Series 2005C,
of the United City of Yorkville, Kendall County, Illinois, for the
purpose of improving the existing waterworks and sewerage system of
said City, prescribing all the details of said bonds, and providing for
the collection, segregation and distribution of the revenues of the
combined waterworks and sewerage system of said City.
1909077.01.09
2110773 • KK • 8/23/05
Alderma _ moved that the ordinance as presented and read by
title by the Clerk be adopted. Alderman seconded the motion.
A City Council discussion of the matter followed. gave
a public recital of the nature of the matter, which included statements (1) that the ordinance
provides for the issuance of alternate bonds for the purpose of paying the costs of improving the
waterworks and sewerage system of the City, (2) that the bonds are issuable without referendum
pursuant to the Local Government Debt Reform Act, as amended, (3) that the ordinance provides
for the bonds to be paid by the waterworks and sewerage system revenues and other revenue
sources, but there is also a back -up levy of property taxes to pay the bonds, and (4) that the
ordinance provides many details for the bonds, including tax- exempt status covenants, provision
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for terms and form of the bonds, and appropriations.
After the full and complete discussion thereof, the Mayor directed that the roll be called
for a vote upon the motion to adopt the ordinance as read by title.
Upon the roll being called, the following Aldermen voted
AYE: Ri
NAY:
ABSENT:
ABSTAIN:
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Whereupon the Mayor declared the motion carried and the ordinance adopted, and
henceforth did sign the same in open meeting and did direct the City Clerk to record the same in
full in the records of the City Council of the City.
Other business not pertinent to the adoption of said ordinance was duly transacted at said
meeting.
Upon motion duly made and seconded, the meeting was adjourned.
C' C1
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TABLE OF CONTENTS
SECTION HEADING PAGE
Preambles..................................................................................................... ..............................1
jSection 1. Definitions ................................................................. ..............................5
Section 2. Incorporation of Preambles ......................................... ..............................9
Section 3. Determination to Issue Bonds; Combined Utility ........ ..............................9
Section 4. Determination of Useful Life .......................... 9
SectionS. Bond Details .............................................................. .............................10
Section 6. Registration of Bonds; Persons Treated as Owners .... .............................11
Section7. Redemption ............................................................... .............................15
Section 8. Redemption Procedure .............................................. .............................16
Section9. Form of Bond ............................................................ .............................19
Section 10. Treatment of Bonds as Debt ...................................... .............................26
Section 11. Continuation of Waterworks and Sewerage Fund and
AccountsThereof ................................................ .............................27
Section12. Flow of Funds ........................................................... .............................27
Section 13. Account Excesses ...................................................... .............................30
Section14. Sale of Bonds .......................................................... ............................... 30
Section 15. Pledged Taxes; Tax Levy ........................................ ............................... 31
Section 16. Filing with County Clerk ........................................... .............................32
Section 17. Abatement of Pledged Taxes ................................... ............................... 33
Section 18. Pledged Revenues; General Covenants .................... ............................... 33
Section 19. Future Revenue Bonds, Additional Bonds and Subordinate
Bonds................................................................ ............................... 35
Section20. Defeasance .............................................................. ............................... 36
Section 21. Provisions a Contract ............................................... ............................... 36
Section22. Use of Proceeds ......................................................... .............................36
Section 23. Continuing Disclosure Undertaking ........................... .............................37
Section 24. General Tax Covenants ............................................. .............................38
Section 25. Certain Specific Tax Covenants ................................. .............................39
Section 26. Pertaining to the Bond Registrar ................................ .............................43
Section 27. Municipal Bond Insurance ......................................... .............................44
Section 28. Superseder and Effective Date ................................... .............................46
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STATE OF ILLINOIS
COUNTY OF KENDALL
FILED -
s_, 3 AUG 2 6 2005
ORDINANCE NO.
AN ORDINANCE authorizing and providing for the issue of $ , County Clerk
Kendall County
General Obligation Bonds (Alternate Revenue Source), Series 2005C,
of the United City of Yorkville, Kendall County, Illinois, for the
purpose of improving the existing waterworks and sewerage system of
said City, prescribing all the details of said bonds, and providing for
the collection, segregation and distribution of the revenues of the
combined waterworks and sewerage system of said City.
WHEREAS, the United City of Yorkville, Kendall County, Illinois (the "City"), is a duly
organized and existing municipality created under the provisions of the laws of the State of
Illinois, is now operating under the provisions of the Illinois Municipal Code, as supplemented
and amended (the "Municipal Code"), and for many years past has owned and operated a
combined waterworks and sewerage system (the "System ") in accordance with the provisions of
Division 139 of Article 11 of the Municipal Code; and
WHEREAS, the City Council of the City (the "Corporate Authorities ") has determined
that it is advisable, necessary and in the best interests of the public health, safety and welfare to
improve the System, including but not limited to the construction of the State Street finished
water main, wells number 3 and 4, raw water main, the King Street finished water main, and
other System improvements, and engineering, legal, financial and administrative expenses
related thereto (the "Project "), all in accordance with the estimate of costs therefor, which have
been prepared for the City, and which have been approved by the Corporate Authorities and are
now on file in the office of the City Clerk of the City (the "City Clerk ") for public inspection;
and
WHEREAS, the estimated costs of constructing and installing the Project, including
engineering, legal, financial, bond discount, printing and publication costs and other expenses is
$2,000,000, and there are insufficient funds on hand and lawfully available to pay such costs;
and
WHEREAS, it is necessary and for the best interests of the City that the Project be
constructed; and
WHEREAS, pursuant to and in accordance with the provisions of the Municipal Code, the
City is authorized to issue its waterworks and sewerage revenue bonds for the purpose of
providing funds to pay the costs of the Project; and
WHEREAS, as provided in Section 15 of the Local Government Debt Reform Act of the
State of Illinois, as supplemented and amended (the "Act "), whenever revenue bonds have been
authorized to be issued pursuant to the Municipal Code, the City may issue its general obligation
bonds in lieu of such revenue bonds as authorized, and such general obligation bonds may be
referred to as "alternate bonds "; and
WHEREAS, for the purpose of providing funds to pay the costs of the Project and in
accordance with the provisions of the Act, the Corporate Authorities, on the 26th day of August,
2003, adopted Ordinance No. 2003 -60 (the "Authorizing Ordinance"), authorizing the issuance
of Waterworks and Sewerage Revenue Bonds (the "Revenue Bonds "), as provided in the
Municipal Code, in an amount not to exceed $7,900,000 or in lieu thereof, authorizing the
issuance of General Obligation Bonds (Alternate Revenue Source) (the "Alternate Bonds "), as
provided in the Act, in an aggregate principal amount not to exceed $7,900,000; and
WHEREAS, on the 4th day of September, 2003, the Authorizing Ordinance, together with
a separate notice in statutory form, was published in the Kendall County Record, the same being
a newspaper of general circulation in the City, and an affidavit evidencing the publication of the
Authorizing Ordinance and said notice have heretofore been presented to the Corporate
Authorities and made a part of the permanent records of the City; and
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WHEREAS, more than thirty (30) days have expired since the date of publication of the
Authorizing Ordinance and said notice, and no petitions with the requisite number of valid
signatures thereon have been filed with the City Clerk requesting that the question of the
issuance of the Revenue Bonds or the Alternate Bonds be submitted to referendum; and
WHEREAS, the Project constitutes a lawful corporate purpose within the meaning of the
Act; and
WHEREAS, the Corporate Authorities are now authorized to issue the Revenue Bonds to
the amount of $7,900,000, or, in lieu thereof, the Alternate Bonds to the amount of $7,900,000 in
accordance with the provisions of the Act, and the Corporate Authorities hereby determine that it
is necessary and desirable that there be issued at this time $2,000,000 of the Alternate Bonds so
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authorized; and
WHEREAS, the Alternate Bonds to be issued will be payable from the Pledged Revenues
and the Pledged Taxes, both as hereinafter defined; and
WHEREAS, the Bonds will be issued on a parity with the hereinafter defined 2004B
Alternate Bonds (the "Outstanding Alternate Bonds "), which were issued pursuant to Ordinance
Number 2004 -10 adopted by the Corporate Authorities on February 24, 2004 (the "Outstanding
Alternate Bond Ordinance "); and
WHEREAS, the Outstanding Alternate Bond Ordinance permits the issuance of additional
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alternate bonds on a parity with the Outstanding Alternate Bonds provided that the requirements
of the Act for the issuance of alternate bonds payable from the hereinafter defined Revenues
shall have been met; and
WHEREAS, the Corporate Authorities have heretofore and it is hereby determined that the
Revenues (as hereinafter defined) will be sufficient to provide or pay in each year to final
maturity of the Alternate Bonds all of the following: (1) Operation and Maintenance Expenses as
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hereinafter defined, but not including depreciation, (2) debt service on all outstanding revenue
bonds payable from the Revenues, (3) all amounts required to meet any fund or account
requirements with respect to such outstanding revenue bonds, (4) other contractual or tort
liability obligations, if any, payable from the Revenues, and (5) in each year, an amount not less
than 1.25 times debt service of the Alternate Bonds proposed to be issued and the Outstanding
Alternate Bonds; and
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WHEREAS, such determination of the sufficiency of the Pledged Revenues is supported by
reference to the most recent audit of the City (the "Audit "), for the fiscal year ended April 30,
2004, a fiscal year ending not earlier than 18 months prior to the issuance of the Bonds, which
Audit has been presented to and accepted by the Corporate Authorities and is now on file with
the City Clerk; and
WHEREAS, pursuant to and in accordance with the provisions of the Bond Issue
Notification Act of the State of Illinois, the Mayor of the City (the "Mayor "), on the 19th day of
August, 2003, called a public hearing (the "Hearing") for the 9th day of September, 2003,
concerning the intent of the Corporate Authorities to sell $7,900,000 General Obligation Bonds
(Alternate Revenue Source); and
WHEREAS, notice of the Hearing was given (i) by publication at least once not less than
seven (7) nor more than thirty (30) days before the date of the Hearing in the Kendall County
Record, the same being a newspaper of general circulation in the City, and (ii) by posting at least
48 hours before the Hearing a copy of said notice at the principal office of the Corporate
Authorities; and
WHEREAS, the Hearing was held on the 9th day of September, 2003, and at the Hearing,
the Corporate Authorities explained the reasons for the proposed bond issue and permitted
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persons desiring to be heard an opportunity to present written or oral testimony within reasonable
time limits; and
WHEREAS, the Hearing was finally adjourned on the 9th day of September, 2003, and not
less than seven (7) days have passed since the final adjournment of the Hearing; and
WHEREAS, the Property Tax Extension Limitation Law of the State of Illinois, as
amended by Public Act 89 -385 (the "Tax Limitation Law "), imposes certain limitations on the
"aggregate extension" of certain property taxes levied by the City, but provides that the
definition of "aggregate extension" contained in Section 18 -185 of the Tax Limitation Law does
not include "extensions ... payments of principal and interest on bonds issued under Section 15
of the Local Government Debt Reform Act;" and
WHEREAS, the County Clerk of Kendall County, Illinois (the "County Clerk "), is
therefore authorized to extend and collect said direct annual and valorem tax so levied for the
payment of the Alternate Bonds for the Project without limitation as to rate or amount;
Now, THEREFORE, BE IT ORDAINED by the City Council of the United City of Yorkville,
Kendall County, Illinois, as follows:
Section 1. Definitions. The following words and terms used in this Ordinance shall
have the following meanings unless the context or use clearly indicates another or different
meaning is intended:
"Act" means the Local Government Debt Reform Act of the State of Illinois, as
supplemented and amended.
"Additional Bonds" means any alternate bonds issued in the future in accordance with
the provisions of the Act on a parity with and sharing ratably and equally in the Pledged
Revenues with the Bonds.
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"Alternate Bond and Interest Subaccount" means the Alternate Bond and Interest
Subaccount established hereunder and further described by Section 12 of this Ordinance.
"Bond" or "Bonds" means one or more, as applicable, of the $2,000,000 General
Obligation Bonds (Alternate Revenue Source), Series 2005C, authorized to be issued by this
Ordinance.
"Bond Fund" means the 2005C Alternate Bond Fund established hereunder and further
described by Section 16 of this Ordinance.
"Bond Register" means the books of the City kept by the Bond Registrar to evidence the
registration and transfer of the Bonds.
"Bond Registrar" means The Bank of New York Trust Company, N.A., Chicago,
Illinois, or any successor thereto or designated hereunder, in its capacity as bond registrar
hereunder.
"City" means the United City of Yorkville, Kendall County, Illinois.
"City Clerk" means the City Clerk of the City.
"Code" means the Internal Revenue Code of 1986, as amended.
"Corporate Authorities" means the City Council of the City.
"Expense Fund" means the fund established hereunder and further described by
Section 22 of this Ordinance.
"Fiscal Year" means a twelve -month period beginning May 1 of the calendar year and
ending on the next succeeding April 30.
"Future Bond Ordinances" means the ordinances of the City authorizing the issuance of
bonds payable from the Revenues, but not including this Ordinance or any other ordinance
authorizing the issuance of Additional Bonds.
"Mayor" means the Mayor of the City.
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"Municipal Code" means the Illinois Municipal Code, as supplemented and amended.
"Operation and Maintenance Expenses" means all expenses of operating, maintaining
and routine repair of the System, including wages, salaries, costs of materials and supplies,
power, fuel, insurance, purchase of water or sewage treatment services (including all payments
by the City pursuant to long -term contracts for such services) and all reasonable administrative
fees and expenses; but excluding debt service, depreciation, or any reserve requirements and any
costs of extending or enlarging the System or engineering expenses in anticipation thereof or in
connection therewith; and otherwise determined in accordance with generally accepted
accounting principles for municipal enterprise funds.
"Ordinance" means this ordinance as originally adopted and as the same may from time
to time be amended or supplemented.
"Outstanding" when used with reference to the Bonds, the Outstanding Alternate Bonds,
and Additional Bonds means such of those bonds which are outstanding and unpaid; provided,
however, such term shall not include any of the Bonds, Outstanding Alternate Bonds or
Additional Bonds (i) which have matured and for which moneys are on deposit with proper
paying agents or are otherwise sufficiently available to pay all principal thereof and interest
thereon or (ii) the provision for payment of which has been made by the City by the deposit in an
irrevocable trust or escrow of funds or direct, full faith and credit obligations of the United States
of America, the principal of and interest on which will be sufficient to pay at maturity or as
called for redemption all the principal of and interest on such Bonds, Outstanding Alternate
Bonds or Additional Bonds.
"Paying Agent" means The Bank of New York Trust Company, N.A., Chicago, Illinois,
or any successor thereto or designated hereunder, in its capacity as paying agent hereunder.
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"Pledged Moneys" means, collectively, Pledged Revenues and Pledged Taxes as both are
defined herein.
"Pledged Revenues" means (i) moneys to the credit of the Alternate Bond and Interest
Subaccount within the Surplus Account of the Waterworks and Sewerage Fund, said Surplus
Account consisting of the funds remaining in the Waterworks and Sewerage Fund after the
required monthly deposits and credits have been made to the Operation and Maintenance
Account, the Depreciation Account and any other accounts as may be created in the future, of
said Waterworks and Sewerage Fund, (ii) all collections distributed to the City pursuant to the
State Revenue Sharing Act from those taxes imposed by the State of Illinois pursuant to
subsections (a) and (c) of Section 201 of the Illinois Income Tax Act, as supplemented and
amended from time to time, or substitute taxes therefor as provided by the State of Illinois in the
future, and (iii) such other funds of the City as may be necessary and on hand from time to time
and lawfully available for such purpose.
"Pledged Taxes" means the ad valorem taxes levied against all of the taxable property in
the City without limitation as to rate or amount, pledged hereunder by the City as security for the
Bonds.
"Project" means the additions and improvements to the System set forth in detail in the
preambles to this Ordinance.
"Project Fund" means the fund established hereunder and further described by
Section 22 of this Ordinance.
"Revenues" means all income from whatever source derived from the System, including
(i) investment income; (ii) connection, permit and inspection fees and the like; (iii) penalties and
delinquency charges; (iv) capital development, reimbursement, or recovery charges and the like;
and (v) annexation or pre- annexation charges insofar as designated by the Corporate Authorities
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as paid for System connection or service; but excluding expressly (a) non - recurring income from
the sale of property of the System; (b) governmental or other grants; and (c) advances or grants
made from the City; and as otherwise determined in accordance with generally accepted
accounting principles for municipal enterprise funds.
"System" refers to all property, real, personal or otherwise owned or to be owned by the
City or under the control of the City, and used for waterworks and sewerage purposes, including
the construction, additions and improvements constituting a part of the Project and any and all
further extensions, improvements and additions to the System.
"Treasurer" means the Treasurer of the City.
"Waterworks and Sewerage Fund" or "Fund" means the Waterworks and Sewerage
Fund of the City created and established by this Ordinance.
"2004B Alternate Bonds" means the $3,500,000 original aggregate principal amount
General Obligation Bonds (Alternate Revenue Source), Series 2004B; less any of said bonds that
are no longer "Outstanding" hereunder.
Section 2. Incorporation of Preambles. The Corporate Authorities hereby find that all
of the recitals contained in the preambles to this Ordinance are full, true and correct and do
incorporate them into this Ordinance by this reference.
Section 3. Determination to Issue Bonds; Combined Utility. It is necessary and in the
best interests of the City to construct the Project for the public health, safety and welfare, in
accordance with the estimate of costs, as described, and that the System continue to be operated
as a combined utility, all in accordance with the provisions of the Municipal Code and the Act.
Section 4. Determination of Useful Life. The Corporate Authorities do hereby
determine the period of usefulness of the System to be not less than 25 years from the date
hereof.
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Section 5. Bond Details. For the purpose of paying the cost of the Project and the
Refunding, there shall be issued and sold the Bonds in the principal amount of $2,000,000. The
Bonds shall each be designated "General Obligation Bond (Alternate Revenue Source), Series
2005C ", shall be dated September 1, 2005, and shall also bear the date of authentication, shall be
in fully registered form, shall be in denominations of $5,000 each and authorized integral
multiples thereof (but no single Bond shall represent installments of principal maturing on more
serially able a
than one date), shall be numbered 1 and upward, and shall become due and payable y with
the option of redemption as hereinafter provided) on December 30 of each of the years, in the
amounts and bearing interest at the rate or rates percent per annum as follows:
YEAR OF PRINCIPAL RATE OF
MATURITY AMOUNT INTEREST
2006 $ 35,000 3.50%
2007 75,000 3.50%
2008 80,000 3.50%
2009 80,000 3.50%
2010 85,000 3.50%
2011 90,000 3.50%
2012 90,000 4.00%
2013 95,000 4.00%
2014 100,000 4.00%
2016 215,000 4.00%
2017 110,000 4.00%
2018 120,000 4.00%
2021 385,000 5.50%
2024 440,000 5.50%
The Bonds shall bear interest from their date or from the most recent interest payment
date to which interest has been paid or duly provided for, until the principal amount of the Bonds
is paid, such interest (computed upon the basis of a 360 -day year of twelve 30 -day months) being
payable on the June 30 and December 30 of each year, commencing on December 30, 2005.
Interest on each Bond shall be paid by check or draft of the Paying Agent, payable upon
presentation in lawful money of the United States of America, to the person in whose name such
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Bond is registered at the close of business on the 15th day of the month of the interest payment
date or 15 days preceding any interest payment date occasioned by the redemption of Bonds on
other than the 30th day of the month. The principal of (and premium, if any, on) the Bonds shall
be payable in lawful money of the United States of America upon presentation thereof at the
principal corporate trust office of the Paying Agent in Chicago, Illinois, or at a successor Paying
Agent and address.
The Bonds shall be signed by the manual or facsimile signature of the Mayor, and shall
be attested by the manual or facsimile signature of the City Clerk, and the corporate seal of the
City shall be affixed thereto or printed thereon, and in case any officer whose signature shall
appear on any Bond shall cease to be such officer before the delivery of such Bond, such
signature shall nevertheless be valid and sufficient for all purposes, the same as if such officer
had remained in office until delivery.
All Bonds shall have thereon a certificate of authentication substantially in the form
hereinafter set forth duly executed by the Bond Registrar as authenticating agent of the City for
this issue and showing the date of authentication. No Bond shall be valid or obligatory for any
purpose or be entitled to any security or benefit under this Ordinance unless and until such
certificate of authentication shall have been duly executed by the Bond Registrar by manual
signature, and such certificate of authentication upon any such Bond shall be conclusive
evidence that such Bond has been authenticated and delivered under this Ordinance. The
certificate of authentication on any Bond shall be deemed to have been executed by the Bond
Registrar if signed by an authorized officer of the Bond Registrar, but it shall not be necessary
that the same officer sign the certificate of authentication on all of the Bonds issued hereunder.
Section 6. Registration of Bonds; Persons Treated as Owners. (a) General. The City
shall cause books for the registration and for the transfer of the Bonds as provided in this
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Ordinance to be kept at the principal corporate trust office of the Bond Registrar, which is hereby
constituted and appointed the registrar of the City for this issue. The City is authorized to
prepare, and the Bond Registrar shall keep custody of, multiple Bond blanks executed by the
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City for use in the transfer and exchange of Bonds.
Upon surrender for transfer of any Bond at the principal corporate trust office of the
Bond Registrar, duly endorsed by, or accompanied by a written instrument or instruments of
transfer in form satisfactory to the Bond Registrar and duly executed by the registered owner or
his attorney duly authorized in writing, the City shall execute and the Bond Registrar shall
authenticate, date and deliver in the name of the transferee or transferees a new fully registered
Bond or Bonds of the same maturity of authorized denominations, for a like aggregate principal
amount. Any fully registered Bond or Bonds may be exchanged at said office of the Bond
Registrar for a like aggregate principal amount of Bond or Bonds of the same maturity of other
authorized denominations. The execution by the City of any fully registered Bond shall
constitute full and due authorization of such Bond and the Bond Registrar shall thereby be
authorized to authenticate, date and deliver such Bond; provided, however, the principal amount
of outstanding Bonds of each maturity authenticated by the Bond Registrar shall not exceed the
authorized principal amount of Bonds for such maturity less previous retirements.
The Bond Registrar shall not be required to transfer or exchange any Bond during the
period from the close of business on the 15th day of the calendar month of an interest payment
date on the Bonds or during the period of 15 days preceding the giving of notice of redemption
of Bonds or to transfer or exchange any Bond all or a portion of which has been called for
redemption.
The person in whose name any Bond shall be registered shall be deemed and regarded as
the absolute owner thereof for all purposes, and payment of the principal of or interest on any
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Bond shall be made only to or upon the order of the registered owner thereof or his legal
representative. All such payments shall be valid and effectual to satisfy and discharge the
liability upon such Bond to the extent of the sum or sums so paid.
No service charge shall be made for any transfer or exchange of Bonds, but the City or
the Bond Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or exchange of Bonds,
except in the case of the issuance of a Bond or Bonds for the unredeemed portion of a Bond
surrendered for redemption.
(b) Global Book -Entry System. The Bonds shall be initially issued in the form of a
separate single fully registered Bond for each of the maturities of the Bonds determined as
described in Section 5 hereof. Upon initial issuance, the ownership of each such Bond shall be
registered in the Bond Register in the name of Cede & Co., or any successor thereto ("Cede"), as
nominee of The Depository Trust Company, New York, New York, and its successors and
assigns ( "DTC "). All of the outstanding Bonds shall be registered in the Bond Register in the
name of Cede, as nominee of DTC, except as hereinafter provided. The Mayor, City Clerk and
Treasurer and the Bond Registrar are each authorized to execute and deliver, on behalf of the
City, such letters to or agreements with DTC as shall be necessary to effectuate such book -entry
system (any such letter or agreement being referred to herein as the "Representation Letter "),
which Representation Letter may provide for the payment of principal of or interest on the Bonds
by wire transfer.
With respect to Bonds registered in the Bond Register in the name of Cede, as nominee
of DTC, the City and the Bond Registrar 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
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to herein as a "DTC Participant ") or to any person on behalf of whom such a DTC Participant
holds an interest in the Bonds. Without limiting the immediately preceding sentence, the City
and the Bond Registrar shall have no responsibility or obligation with respect to (i) the accuracy
of the records of DTC, Cede or any DTC Participant with respect to any ownership interest in the
Bonds, (ii) the delivery to any DTC Participant or any other person, other than a registered owner
of a Bond as shown in the Bond Register, of any notice with respect to the Bonds, including any
notice of redemption, or (iii) the payment to any DTC. Participant or any other person, other than
a registered owner of a Bond as shown in the Bond Register, of any amount with respect to the
principal of or interest on the Bonds. The City and the Bond Registrar may treat and consider
the person in whose name each Bond is registered in the Bond Register as the holder and
absolute owner of such Bond for the purpose of payment of principal and interest with respect to
such Bond, for the purpose of giving notices of redemption and other matters with respect to
such Bond, for the purpose of registering transfers with respect to such Bond, and for all other
purposes whatsoever. The Bond Registrar shall pay all principal of and interest on the Bonds
only to or upon the order of the respective registered owners of the Bonds, as shown in the Bond
Register, or their respective attorneys duly authorized in writing, and all such payments shall be
valid and effective to fully satisfy and discharge the City's obligations with respect to payment
of the principal of and interest on the Bonds to the extent of the sum or sums so paid. No person
other than a registered owner of a Bond as shown in the Bond Register, shall receive a Bond
evidencing the obligation of the City to make payments of principal and interest with respect to
any Bond. Upon delivery by DTC to the Bond Registrar of written notice to the effect that DTC
has determined to substitute a new nominee in place of Cede, and subject to the provisions in
Section 5 hereof with respect to the payment of interest to the registered owners of Bonds at the
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close of business on the 15th day of the month next preceding the applicable interest payment
date, the name "Cede" in this Ordinance shall refer to such new nominee of DTC.
In the event that (i) the City determines that DTC is incapable of discharging its
responsibilities described herein and in the Representation Letter, (ii) the agreement among the
City, the Bond Registrar and DTC evidenced by the Representation Letter shall be terminated for
any reason or (iii) 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 and DTC
Participants of the availability through DTC of certificated Bonds and the Bonds shall no longer
be restricted to being registered in the Bond Register in the name of Cede, as nominee of DTC.
At that time, the City may determine that the Bonds shall be registered in the name of and
deposited with such other depository operating a universal book -entry system, as may be
acceptable to the City, or such depository's agent or designee, and if the City does not select
such alternate universal book -entry 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 of Section 6(a) hereof.
Notwithstanding any other provisions of this Ordinance to the contrary, so long as any
Bond is registered in the name of Cede, as nominee of DTC, all payments with respect to
principal of and interest on such Bond and all notices with respect to such Bond shall be made
and given, respectively, in the name provided in the Representation Letter.
Section 7. Redemption. (a) Optional Redemption. The Bonds maturing (or subject to
mandatory redemption) on or after December 30, 2015, are subject to redemption prior to
maturity at the option of the City, from any available funds, in whole or in part on any date on or
after December 30, 2014, and if in part, in such order of maturity as may be selected by the City,
and if less than an entire maturity, in integral multiples of $5,000, selected by lot, at the
redemption price of par plus accrued interest to the date fixed for redemption.
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(b) Mandatory Redemption. The Bonds due on December 30 in the years 2016, 2021
and 2024, are subject to mandatory redemption, in integral multiples of $5,000 selected by lot by
the Bond Registrar, at a redemption price of par plus accrued interest to the redemption date, on
December 30 of the years and in the principal amounts as follows:
FOR TERM BONDS DUE ON DECEMBER 30, 2016
YEAR PRINCIPAL AMOUNT
i
2015 $105,000
2016 (final maturity) 110,000
FOR TERM BONDS DUE ON DECEMBER 30, 2021
YEAR PRINCIPAL AMOUNT
2019 $120,000
2020 130,000
2021 (final maturity) 135,000
FOR TERM BONDS DUE ON DECEMBER 30, 2024
YEAR PRINCIPAL AMOUNT
i 2022 $140,000
2023 150,000
2024 (final maturity) 150,000
Section 8. Redemption Procedure. The Bond Registrar shall proceed with mandatory
redemption without further notice or direction from the City. For redemptions at the option of
the City, the City shall, at least 45 days prior to the redemption date (unless a shorter time period
shall be satisfactory to the Bond Registrar), notify the Bond Registrar of such redemption date
and of the principal amount and maturities of Bonds to be redeemed. For purposes of any
redemption of less than all of the Bonds of a single maturity, the particular Bonds or portions of
Bonds to be redeemed shall be selected by lot not more than 60 days prior to the redemption date
by the Bond Registrar for the Bonds of such maturity by such method of lottery as the Bond
Registrar shall deem fair and appropriate; provided, that such lottery shall provide for the
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selection for redemption of Bonds or portions thereof so that any $5,000 Bond or $5,000 portion
of a Bond shall be as likely to be called for redemption as any other such $5,000 Bond or $5,000
portion.
The principal amounts of Bonds to be mandatorily redeemed in each year may be reduced
through the earlier optional redemption thereof, with any partial optional redemptions of such
Bonds credited against future mandatory redemption requirements in such order of the
mandatory redemption dates as the City may determine. In addition, on or prior to the 60th day
preceding any mandatory redemption date, the Bond Registrar may, and if directed by the
Corporate Authorities shall, purchase Bonds required to be retired on such mandatory
redemption date. Any such Bonds so purchased shall be cancelled and the principal amount
thereof shall be credited against the mandatory redemption required on such next mandatory
redemption date.
The Bond Registrar shall promptly notify the City in writing of the Bonds or portions of
Bonds selected for redemption and, in the case of any Bond selected for partial redemption, the
principal amount thereof to be redeemed.
Unless waived by the registered owner of Bonds to be redeemed, official notice of any
such redemption shall be given by the Bond Registrar on behalf of the City by mailing the
redemption notice by first -class mail not less than 30 days and not more than 60 days prior to the
date fixed for redemption to each registered owner of the Bond or Bonds to be redeemed at the
address shown on the Bond Register or at such other address as is furnished in writing by such
registered owner to the Bond Registrar.
All official notices of redemption shall include the name of the Bonds and at least the
information as follows:
(1) the redemption date;
(2) the redemption price;
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(3) if less than all of the Bonds of a single series and maturity are to be
redeemed, the identification (and, in the case of partial redemption of any Bonds, the
respective principal amounts) of the Bonds to be redeemed;
(4) a statement that on the redemption date the redemption price will become
due and payable upon each such Bond or portion thereof called for redemption and that
I
interest thereon shall cease to accrue from and after said date; and
(5) the place where such Bonds are to be surrendered for payment of the
redemption price, which place of payment shall be the principal corporate trust office of
the Bond Registrar.
Prior to any redemption date, the City shall deposit with the Bond Registrar an amount of
money sufficient to pay the redemption price of all the Bonds or portions of Bonds which are to
be redeemed on that date.
Official notice of redemption having been given as aforesaid, the Bonds or portions of
Bonds so to be redeemed shall, on the redemption date, become due and payable at the
redemption price therein specified, and from and after such date (unless the City shall default in
the payment of the redemption price), such Bonds or portions of Bonds shall cease to bear
interest. Neither the failure to mail such redemption notice, nor any defect in any notice so
mailed, to any particular registered owner, shall affect the sufficiency of such notice with respect
to other Bonds. Notice having been properly given, failure of a registered owner to receive such
notice shall not be deemed to invalidate, limit or delay the effect of the notice or redemption
action described in the notice. Such notice may be waived in writing by the registered owner
entitled to receive such notice, either before or after the event, and such waiver shall be the
equivalent of such notice. Waivers of notice by registered owners shall be filed with the Bond
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Registrar, but such filing shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.
Upon surrender of such Bonds for redemption in accordance with said notice, such Bonds
shall be paid by the Bond Registrar at the redemption price. The procedure for payment of
interest due on or prior to the redemption date shall be as herein provided for payment of interest
otherwise due. Upon surrender for any partial redemption of any Bond, there shall be prepared
for the registered owner a new Bond or Bonds of like tenor, of authorized denominations, of the
same maturity and bearing the same rate of interest in the amount of the unpaid principal. If any
Bond or portion of Bond called for redemption shall not be so paid upon surrender thereof for
redemption, the principal and premium (if any) shall, until paid or duly provided for, bear
interest from the redemption date at the rate borne by the Bond or portion of Bond so called for
redemption. All Bonds which have been redeemed shall be cancelled and destroyed by the Bond
- Registrar and shall not be reissued.
Section 9. Form of Bond. The Bonds shall be prepared in substantially the following
form; provided, however, that if the text of any Bond is to be printed in its entirety on the front
side of any Bond, then paragraph [2] and the legend, "See Reverse Side for Additional
Provisions ", shall be omitted and paragraphs [6] through [16] shall be inserted immediately after
paragraph [1]:
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(FORM OF BOND - FRONT SIDE)
REGISTERED REGISTERED
No: $
UNITED STATES OF AMERICA
STATE OF ILLINOIS
COUNTY OF KENDALL
UNITED CITY OF YORKVILLE
GENERAL OBLIGATION BOND
(ALTERNATE REVENUE SOURCE)
SERIES 2005C
See Reverse Side for
Additional Provisions
Interest Maturity Dated
Rate: % Date: December 30, Date: September 1, 2005 CUSIP:
Registered Owner: CEDE & Co.
Principal Amount:
[1] KNOW ALL PERSONS BY THESE PRESENTS, that the United City of Yorkville, Kendall
County, Illinois (the "City "), hereby acknowledges itself to owe and for value received promises
to pay to the Registered Owner identified above, or registered assigns as hereinafter provided, on
the Maturity Date identified above, the Principal Amount identified above and to pay interest
(computed on the basis of a 360 -day year of twelve 30 -day months) on such Principal Amount
from the date of this Bond or from the most recent interest payment date to which interest has
been paid or duly provided for at the Interest Rate per annum set forth above on June 30 and
December 30 of each year, commencing December 30, 2005, until said Principal Amount is paid.
The principal of this Bond is payable in lawful money of the United States of America at the
principal corporate trust office of The Bank of New York Trust Company, N.A., Chicago,
Illinois, as paying agent (the "Paying Agent "). Payment of the installments of interest shall be
made to the Registered Owner hereof as shown on the registration books of the City maintained
by The Bank of New York Trust Company, N.A., Chicago, Illinois, as bond registrar (the "Bond
Registrar "), at the close of business on the 15th day of the month of each interest payment date
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and shall be paid by check or draft of the Paying Agent, payable upon presentation in lawful
money of the United States of America, mailed to the address of such Registered Owner as it
appears on such registration books or at such other address furnished in writing by such
Registered Owner to the Bond Registrar, or as otherwise agreed by the City and Cede & Co., as
nominee, or successor, for so long as this Bond is held by The Depository Trust Company, New
I
York, New York, the Depository, or nominee, in book -entry only form as provided for same.
[2] Reference is hereby made to the further provisions of this Bond set forth on the
reverse hereof and such further provisions shall for all purposes have the same effect as if set
forth at this place.
[3] It is hereby certified and recited that all acts, conditions and things required to be
done precedent to and in the issuance of this Bond have been done and have happened and have
been performed in regular and due form of law; that the indebtedness of the City, including the
issue of Bonds of which this is one, does not exceed any limitation imposed by law; that
provision has been made for the collection of the Pledged Revenues, the levy and collection of
the Pledged Taxes and the segregation of the Pledged Moneys to pay the interest hereon as it
falls due and also to pay and discharge the principal hereof at maturity; and that the City hereby
covenants and agrees that it will properly account for the Pledged Moneys and will comply with
all the covenants of and maintain the funds and accounts as provided by the Bond Ordinance.
[4] This Bond shall not be valid or become obligatory for any purpose until the
certificate of authentication hereon shall have been signed by the Bond Registrar.
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[5] IN WITNESS WHEREOF, said United City of Yorkville, Kendall County, Illinois, by
its City Council, has caused this Bond to be signed by the manual or duly authorized facsimile
signature of its Mayor and attested by the manual or duly authorized facsimile signature of its
City Clerk, and its corporate seal to be affixed hereto or printed hereon, all as of the Dated Date
identified above.
Mayor
[SEAL]
ATTEST:
City Clerk
Date of Authentication: ,
CERTIFICATE Bond Registrar and Paying Agent:
OF The Bank of New York Trust Company,
AUTHENTICATION N.A., Chicago, Illinois
This Bond is one of the Bonds described in
the within - mentioned Ordinance and is one of
the General Obligation Bonds (Alternate
Revenue Source), Series 2005C, of the United
City of Yorkville, Kendall County, Illinois.
THE BANK OF NEW YORK TRUST COMPANY, N.A.,
as Bond Registrar
By
Authorized Officer
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[Form of Bond - Reverse Side]
UNITED CITY OF YORKVILLE
KENDALL COUNTY, ILLINOIS
GENERAL OBLIGATION BOND
(ALTERNATE REVENUE SOURCE)
SERIES 2005C
[6] This bond and the bonds of the series of which it forms a part ( "Bond" and
"Bonds" respectively) are part of an issue of Two Million Dollars ($2,000,000) of like date and
tenor, except as to maturity and rate of interest. The Bonds are issued pursuant to the Local
Government Debt Reform Act (the "Act ") and Division 139 of Article 11 of the Illinois
Municipal Code (the "Municipal Code"), both as supplemented and amended, for the purpose of
paying the costs of improving the Waterworks and Sewerage System of the City (the "System ").
The Bonds are issued pursuant to an authorizing ordinance passed by the City Council of the
City (the "Corporate Authorities") on the 26th day of August, 2003, and by a bond ordinance
passed by the Corporate Authorities on the 23rd day of August, 2005 (the `Bond Ordinance"),
to which reference is hereby expressly made for further definitions and terms and to all the
provisions of which the Registered Owner by the acceptance of this Bond assents.
[7] Under the Municipal Code and the Bond Ordinance, the Revenues, as defined,
from the operation of the System shall be deposited into the Waterworks and Sewerage Fund of
the City which shall be used only and has been pledged for paying Operation and Maintenance
Expenses, paying the principal of and interest on all bonds of the City that are payable by their
terms from the revenues of the System, providing an adequate depreciation fund, and in making
all payments required to maintain the accounts established under the Bond Ordinance. The City
may issue future waterworks and sewerage revenue bonds, which bonds may have a prior lien on
the Revenues, or additional alternate bonds on a parity with the Bonds, in each case pursuant to
the terms of the Bond Ordinance.
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[8] The Bonds are payable from (a) (i) moneys to the credit of the Alternate Bond and
Interest Subaccount within the Surplus Account of the Waterworks and Sewerage Fund (the
"Pledged Revenues"), said Surplus Account consisting of the funds remaining in the
Waterworks and Sewerage Fund after the required monthly deposits and credits have been made
under the Bond Ordinance or future revenue bond ordinances to the various accounts of the
i
Waterworks and Sewerage Fund, (ii) all collections distributed to the City pursuant to the State
Revenue Sharing Act from those taxes imposed by the State of Illinois pursuant to subsections
(a) and (c) of Section 201 of the Illinois Income Tax Act, as supplemented and amended from
time to time, or substitute taxes therefor as provided by the State of Illinois in the future, and
(iii) such other funds of the City as may be necessary and on hand from time to time and lawfully
available for such purpose and (b) ad valorem taxes levied against all of the taxable property in
the City without limitation as to rate or amount (the "Pledged Taxes") (the Pledged Revenues
and the Pledged Taxes being collectively called the "Pledged Moneys "), all in accordance with
the provisions of the Act and the Municipal Code. For the prompt payment of this Bond, both
principal and interest at maturity, the full faith, credit and resources of the City are hereby
irrevocably pledged. The Bonds are issued on a parity with the City's currently outstanding
General Obligation Bonds (Alternate Revenue Source), Series 2004B.
[9] Under the Act and the Bond Ordinance, the Pledged Revenues shall be deposited
into and segregated in the Alternate Bond and Interest Subaccount of the Surplus Account, and
the Pledged Taxes shall be deposited into and segregated in the 2005C Alternate Bond Fund,
each as created by the Bond Ordinance. Moneys on deposit in said Subaccount and said Fund
shall be used first and are pledged for paying the principal of and interest on the Bonds and then
for any further purposes as provided by the terms of the Bond Ordinance.
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[10] This Bond does not constitute an indebtedness of the City within the meaning of
any constitutional or statutory provision or limitation, unless the Pledged Taxes shall have been
extended pursuant to the general obligation, full faith and credit promise supporting the Bonds,
in which case the amount of the Bonds then outstanding shall be included in the computation of
indebtedness of the City for purposes of all statutory provisions or limitations until such time as
an audit of the City shows that the Bonds have been paid from the Pledged Revenues for a
complete Fiscal Year.
[11] The outstanding Bonds are co -equal as to the lien on the Pledged Revenues for
their payment and share ratably, without any preference, priority, or distinction, the one over the
other, as to the source of or method of payment from the Pledged Revenues.
[12] This Bond is transferable by the Registered Owner hereof in person or by his
attorney duly authorized in writing at the principal corporate trust office of the Bond Registrar in
Chicago, Illinois, but only in the manner, subject to the - limitations and upon payment of the
charges provided in the Bond Ordinance, and upon surrender and cancellation of this Bond.
Upon such transfer a new Bond or Bonds of authorized denominations of the same maturity and
for the same aggregate principal amount will be issued to the transferee in exchange therefor.
[13] The Bonds are issued in fully registered form in the denomination of $5,000 each
or authorized integral multiples thereof. This Bond may be exchanged at the principal corporate
trust office of the Bond Registrar for a like aggregate principal amount of Bonds of the same
maturity of other authorized denominations, upon the terms set forth in the Bond Ordinance.
The Bond Registrar shall not be required to transfer or exchange any Bond during the period
beginning at the close of business on the 15th day of the month of any interest payment date on
such Bond or during the period of 15 days preceding the giving of notice of redemption of Bonds
or to transfer or exchange any Bond all or a portion of which has been called for redemption.
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[14] Certain of the Bonds are subject to optional and mandatory redemption prior to
maturity as provided in the Bond Ordinance.
[15] Notice of any such redemption shall be given by the Bond Registrar on behalf of
the City as provided in the Bond Ordinance.
[16] The City, the Paying Agent and the Bond Registrar may deem and treat the
Registered Owner hereof as the absolute owner hereof for the purpose of receiving payment of or
on account of principal hereof and interest due hereon and for all other purposes and neither the
City, the Paying Agent nor the Bond Registrar shall be affected by any notice to the contrary.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto
[Here insert identifying number such
as TID, SSN, or other]
(Name and Address of Assignee)
the within Bond and does hereby irrevocably constitute and appoint
as attorney to transfer the said Bond on the books kept for registration thereof with full power of
substitution in the premises.
Dated:
Signature guaranteed:
NOTICE: The signature to this transfer and assignment must correspond with the name of the
Registered Owner as it appears upon the face of the within Bond in every particular,
without alteration or enlargement or any change whatever.
Section 10. Treatment of Bonds as Debt. The Bonds shall be payable from the Pledged
Moneys and shall not constitute an indebtedness of the City within the meaning of any
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constitutional or statutory limitation, unless the Pledged Taxes shall have been extended pursuant
to the general obligation, full faith and credit promise supporting the Bonds, as set forth in
Section 15 hereof, in which case the amount of the Bonds then Outstanding shall be included in
the computation of indebtedness of the City for purposes of all statutory provisions or limitations
until such time as an audit of the City shows that the Bonds have been paid from the Pledged
Revenues for a complete Fiscal Year, in accordance with the Act.
Section 11. Continuation of Waterworks and Sewerage Fund and Accounts Thereof.
Upon the issuance of any of the Bonds, the System shall continue to be operated on a Fiscal Year
basis. All of the Revenues shall be set aside as collected and be deposited into that certain
separate fund and in an account in a bank designated by the Corporate Authorities, which fund
has heretofore been created and designated as the "Waterworks and Sewerage Fund" (the
"Fund ") of the City, and is expressly continued hereunder, and which fund shall constitute a
- - trust fund for the sole purpose of carrying out the covenants, terms, and conditions of the
Outstanding Bond Ordinance, this Ordinance and any Future Bond Ordinances, and shall be used
only in paying Operation and Maintenance Expenses, providing an adequate depreciation fund,
paying the principal of and interest on all bonds of the City which by their terms are payable
from the revenues derived from the System, and providing for the establishment of and
expenditure from the respective accounts as hereinafter described.
Section 12. Flow of Funds. There shall be and there are hereby created separate
accounts in the Waterworks and Sewerage Fund to be known as the "Operation and Maintenance
Account," such other accounts as may be established under any Future Bond Ordinances, the
"Depreciation Account," and the "Surplus Account," to which there shall be credited on or
before the first day of each month by the financial officer of the City, without any further official
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action or direction, in the order in which said accounts are hereinafter mentioned, all moneys
held in the Fund, in accordance with the following provisions:
(a) Operation and Maintenance Account: There shall be credited to or retained
in the Operation and Maintenance Account an amount sufficient, when added to the
amount then on deposit in said Account, to establish or maintain a balance to an amount
not less than the amount considered necessary to pay Operation and Maintenance
Expenses for the then current month.
(b) Accounts Created Pursuant to Future Bond Ordinances: Future Bond
Ordinances may create additional accounts in the Fund for the payment and security of
waterworks and sewerage revenue bonds that hereafter may be issued by the City.
Amounts in the Fund shall be credited to and transferred from said accounts in
accordance with the terms of the Future Bond Ordinances.
(c) Depreciation Account: Beginning the month after the delivery of the
Bonds, there shall be credited to the Depreciation Account and held, in cash and
investments, such sum as the Corporate Authorities may deem necessary in order to
provide an adequate depreciation fund for the System. In Future Bond Ordinances, the
City may covenant to make specific monthly deposits to said Depreciation Account and
to accumulate funds therein.
Amounts to the credit of said Depreciation Account shall be used for (i) the
payment of the cost of extraordinary maintenance, necessary repairs and replacements, or
contingencies, the payment for which no other funds are available, in order that the
System may at all times be able to render efficient service, (ii) for the purpose of
acquiring or constructing improvements and extensions to the System, and (iii) the
payment of principal of or interest and applicable premium on any Outstanding Bonds at
any time when there are no other funds available for that purpose in order to prevent a
default. Future Bond Ordinances may provide for additional deposits to said
Depreciation Account and additional uses and transfers of the funds on deposit in said
Depreciation Account.
(d) Surplus Account: All moneys remaining in the Fund, after crediting the
required amounts to the respective accounts hereinabove provided for, and after making
up any deficiency in said accounts, shall be credited to the Surplus Account. Funds in the
Surplus Account shall first be used to make up any subsequent deficiencies in any of said
accounts and then shall be deposited to a separate and segregated account hereby created
and designated the "Alternate Bond and Interest Subaccount of the Surplus Account" (the
"Alternate Bond and Interest Subaccount "), as follows:
A. There shall be paid into the Alternate Bond and Interest Subaccount
in each month after the required payments have been made into the Accounts
above described, a fractional amount of the interest becoming due on the next
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succeeding interest payment date on all Outstanding Bonds and Outstanding
Alternate Bonds and a fractional amount of the principal becoming due on the
next succeeding principal maturity date of all Outstanding Bonds and Outstanding
Alternate Bonds until there shall have been accumulated in the Alternate Bond
and Interest Subaccount on or before the month preceding such maturity date of
interest or principal, an amount sufficient to pay such principal or interest, or
both, of all Outstanding Bonds and Outstanding Alternate Bonds.
B. In computing the fractional amount to be set aside each month in said
Alternate Bond and Interest Subaccount, the fraction shall be so computed that
sufficient funds will be set aside in said Subaccount and will be available for the
prompt payment of such principal of and interest on all Outstanding Bonds and
Outstanding Alternate Bonds as the same will become due and shall be not less
than one -fifth of the interest becoming due on the next succeeding interest
payment date and not less than one -tenth of the principal becoming due on the
next succeeding principal payment date on all Outstanding Bonds and
Outstanding Alternate Bonds until there is sufficient money in said Subaccount to
pay such principal or interest or both.
C. Credits to the Alternate Bond and Interest Subaccount may be
suspended in any Fiscal Year at such time as there shall be a sufficient sum, held
in cash and investments, in said Subaccount to meet principal and interest
requirements in said Subaccount for the balance of such Fiscal Year, but such
credits shall be resumed at the beginning of the next Fiscal Year.
D. All moneys in said Subaccount shall be used only for the purpose of
paying interest on and principal of Bonds, Additional Bonds and Outstanding
Alternate Bonds.
E. Any funds remaining in the Surplus Account after making the
aforesaid deposits to the credit of the Alternate Bond and Interest Subaccount, at
the discretion of the Corporate Authorities, shall be used, first, to make up any
subsequent deficiencies in any of the accounts hereinabove named; and then, for
the remainder of all surplus Revenues, at the discretion of the Corporate
Authorities, for one or more of the following purposes without any priority among
them:
1. For the purpose of constructing or acquiring repairs,
replacements, improvements or extensions to the System; or
2. For making transfers to the Fund generally to be applied and
treated as Revenues when transferred; or
3. For the purpose of calling and redeeming Outstanding Bonds
and Outstanding Alternate Bonds payable from the System which are
callable at the time; or
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4. For the purpose of purchasing Outstanding Bonds and
Outstanding Alternate Bonds payable from the System; or
5. For the purpose of paying principal of and interest on any
subordinate bonds or obligations issued for the purpose of acquiring or
constructing repairs, replacements, improvements or extensions to the
System, including loans from the State of Illinois, acting through the
Illinois Environmental Protection Agency; or
6. For any purpose enumerated in any Future Bond Ordinance; or
7. For any other lawful System purpose including the payment of
debt service for the City's outstanding loans with the Illinois
Environmental Protection Agency.
Money to the credit of the Fund or the Project Fund (as hereinafter defined) may be
invested pursuant to any authorization granted to municipal corporations by Illinois statute or
court decision.
Section 13. Account Excesses. Any amounts to the credit of the Accounts in excess of
- -the then current requirements therefor may be transferred _ -at any time by the Corporate
Authorities to such other Account or Accounts of the Fund as it may in its sole discretion
designate.
Section 14. Sale of Bonds. As soon as may be after this Ordinance becomes effective,
the Bonds shall be executed and delivered to the Treasurer and be by said officer delivered to
Citigroup Global Markets, Inc., Chicago, Illinois, the purchaser thereof (the "Purchaser "), upon
receipt of the purchase price therefor, the same being $2,085,000 and accrued interest to the
date of delivery thereof. The contract for the sale of the Bonds (the "Purchase Contract ")
heretofore entered into is in all respects ratified, approved and confirmed, it being hereby found
and determined that the Bonds have been sold at such price and bear interest at such rates that
neither the true interest cost (yield) nor the net interest rate received upon such sale exceed the
maximum rate otherwise authorized by Illinois law and that the Purchase Contract is in the best
interests of the City and that no person holding any office of the City, either by election or
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appointment, is in any manner financially interested directly in his own name or indirectly in the
name of any other person, association, trust or corporation, in the Purchase Contract.
The use by the Purchaser of any Preliminary Official Statement and any final Official
Statement relating to the Bonds (the "Official Statement ") is hereby ratified, approved and
authorized; the execution and delivery of the Official Statement is hereby authorized; and the
officers of the Corporate Authorities are hereby authorized to take any action as may be required
on the part of the City to consummate the transactions contemplated by the Purchase Contract,
this Ordinance, said Preliminary Official Statement, the Official Statement and the Bonds.
Section 15. Pledged Taxes; Tax Levy. For the purpose of providing additional funds to
pay the principal of and interest on the Bonds, and as provided in Section 15 of the Act, there is
hereby levied upon all of the taxable property within the City, in the years for which any of the
Bonds are Outstanding, a direct annual tax in amounts sufficient for that purpose, and there be
and there hereby is levied upon all of the taxable property in the City the following direct annual
taxes (the "Pledged Taxes"):
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FOR THE YEAR A TAX SUFFICIENT TO PRODUCE THE SUM OF:
2005 $125,150.00 for principal and interest up to and including December 30, 2006
(net of amounts to be collected by the City)
2006 $163,925.00 for principal and interest
2007 $166,300.00 for principal and interest
2008 $163,500.00 for principal and interest
2009 $165,700.00 for principal and interest
2010 $167,725.00 for principal and interest
2011 $164,575.00 for principal and interest
2012 $165,975.00 for principal and interest
2013 $167,175.00 for principal and interest
2014 $168,175.00 for principal and interest
2015 $168,975.00 for principal and interest
2016 $164,575.00 for principal and interest
2017 $170,175.00 for principal and interest
2018 $165,375.00 for principal and interest
2019 $168,775.00 for principal and interest
2020 $166,625.00 for principal and interest
2021 $164,200.00 for principal and interest
2022 $166,500.00 for principal and interest
2023 $158,250.00 for principal and interest
Following any extension of Pledged Taxes, interest or principal coming due at anytime when
there are insufficient funds on hand from the Pledged Taxes to pay the same shall be paid
promptly when due from current funds on hand in advance of the collection of the Pledged Taxes
herein levied; and when the Pledged Taxes shall have been collected, reimbursement shall be
made to said funds in the amount so advanced.
Section 16. Filing with County Clerk. After this Ordinance becomes effective, a copy
hereof, certified by the City Clerk, shall be filed with the County Clerk. The County Clerk shall
in and for each of the years required ascertain the rate percent required to produce the aggregate
Pledged Taxes hereinbefore provided to be levied in each of said years; and the County Clerk
shall extend the same for collection on the tax books in connection with other taxes levied in said
years in and by the City for general corporate purposes of the City; and the County Clerk, or
other appropriate officer or designee, shall remit the Pledged Taxes for deposit to the credit of a
special fund to be designated the "2005C Alternate Bond Fund" (the "Bond Fund "), and in said
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years the Pledged Taxes shall be levied and collected by and for and on behalf of the City in like
manner as taxes for general municipal purposes of the City for said years are levied and
collected, and in addition to and in excess of all other taxes. The Pledged Taxes are hereby
irrevocably pledged to and shall be used only for the purpose of paying principal of and interest
on the Bonds. It is hereby expressly provided that in the event there shall be moneys both to the
credit of the Alternate Bond and Interest Subaccount and the Bond Fund, the Bond Fund shall be
fully depleted before moneys to the credit of the Alternate Bond and Interest Subaccount shall be
used to pay principal of and interest on the Bonds.
Section 17. Abatement of Pledged Taxes. Whenever the Pledged Revenues shall have
been determined by the Corporate Authorities to provide in any calendar year an amount not less
than 1.00 times debt service of all Outstanding Bonds in the next succeeding Bond Year (June 30
and December 30), the Treasurer or Finance Director shall, prior to the time the Pledged Taxes
levied in such calendar year are extended, direct the abatement of the Pledged Taxes, and proper
notification of such abatement shall be filed with the County Clerk in a timely manner to effect
such abatement.
The City covenants and agrees that it will not direct the County Clerk to abate any other
taxes levied for general corporate purposes in a calendar year until sufficient Pledged Revenues
have been deposited in the Alternate Bond and Interest Subaccount and the abatement of the
Pledged Taxes for such calendar year has been filed with the County Clerk.
Section 18. Pledged Revenues; General Covenants. The City covenants and agrees
with the registered owners of the Bonds that, so long as any Bonds remain Outstanding:
A. The City hereby pledges the Pledged Revenues to the payment of the Bonds
and the Outstanding Alternate Bonds, and the Corporate Authorities covenant and agree
to provide for, collect and apply the Pledged Revenues to the payment of the Bonds and
the Outstanding Alternate Bonds and the provision of not less than an additional .25
times debt service, all in accordance with Section 15 of the Act. The determination of the
sufficiency of the Pledged Revenues pursuant to this subsection (A) shall be supported by
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reference to the annual audit of the City and acceptance of said Audit by the Corporate
Authorities shall be conclusive evidence that the conditions of Section 15 of the Act have
been met.
B. The City will punctually pay or cause to be paid from the Alternate Bond
and Interest Subaccount and from the Bond Fund the principal of and the interest on the
Bonds in strict conformity with the terms of the Bonds and this Ordinance, and it will
faithfully observe and perform all of the conditions, covenants and requirements thereof
and hereof.
C. The City will pay and discharge, or cause to be paid and discharged, from
the Alternate Bond and Interest Subaccount and the Bond Fund any and all lawful claims
which, if unpaid, might become a lien or charge upon the Pledged Moneys, or any part
thereof, or upon any funds in the hands of the Paying Agent, or which might impair the
security of the Bonds. Nothing herein contained shall require the City to make any such
payment so long as the City in good faith shall contest the validity of said claims.
D. The City will keep, or cause to be kept, 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 Project, the Pledged
Moneys, the Alternate Bond and Interest Subaccount and the Bond Fund. Such books of
record and accounts shall at all times during business hours be subject to the inspection of
the registered owners of not less than ten per cent (10 %) of the principal amount of the
Outstanding Bonds and the Outstanding Alternate Bonds or their representatives
authorized in writing.
E. The City will preserve and protect the security of the Bonds and the rights of
the registered owners of the Bonds, and will warrant and defend their rights against all
claims and demands of all persons. From and after the sale and delivery of any of the
Bonds by the City, the Bonds shall be incontestable by the City.
F. The City will adopt, make, execute and deliver any and all such further ordi-
nances, resolutions, instruments and assurances as may be reasonably necessary or proper
to carry out the intention of, or to facilitate the performance of, the Outstanding Alternate
Bond Ordinance, this Ordinance, and for the better assuring and confirming unto the
registered owners of the Bonds of the rights and benefits provided in this Ordinance.
G. As long as any Bonds are Outstanding, the City will continue to deposit the
Pledged Revenues to the Alternate Bond and Interest Subaccount and, if applicable, the
Pledged Taxes to the Bond Fund. The City covenants and agrees with the purchasers of
the Bonds and with the registered owners thereof that so long as any Bonds remain
Outstanding, the City will take no action or fail to take any action which in any way
would adversely affect the ability of the City to collect the Pledged Taxes and to collect
and to segregate the Pledged Moneys. The City and its officers will comply with all pre -
sent and future applicable laws in order to assure that the Pledged Taxes can be extended
and that the Pledged Revenues and the Pledged Taxes may be collected and deposited to
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the Alternate Bond and Interest Subaccount and the Bond Fund, respectively, as provided
herein.
H. Once issued, the Bonds shall be and forever remain until paid or defeased
the general obligation of the City, for the payment of which its full faith and credit are
pledged, and shall be payable, in addition to the Pledged Revenues, from the levy of the
Pledged Taxes as provided in the Act.
I. The City will maintain the System in good repair and working order, will
operate the same efficiently and faithfully, will promptly proceed with the Project, and
will punctually perform all duties with respect thereto required by the Constitution and
laws of the State of Illinois and Federal law.
J. The City will establish and maintain at all times reasonable fees, charges,
and rates for the use and service of the System and will provide for the collection thereof
and the segregation and application of the Revenues in the manner provided by this
Ordinance, sufficient at all times to pay Operation and Maintenance Expenses, to provide
an adequate depreciation fund, to pay the principal of and interest on all bonds of the City
which by their terms are payable from the revenues of the System, and to provide for the
creation and maintenance and funding of the respective accounts as provided in
Section 12 of this Ordinance; it is hereby expressly provided that the pledge and
establishment of rates or charges for use of the System shall constitute a continuing
obligation of the City with respect to such establishment and a continuing appropriation
of the amounts received.
K. There shall be charged against all users of the System, including the City,
such rates and amounts for water and sewerage services as shall be adequate to meet the
requirements of this section. Charges for services rendered the City shall be made
against the City, and payment for the same shall be made monthly from the corporate
funds into the Fund as revenues derived from the operation of the System; provided,
however, that the City need not charge itself for such services if in the previous Fiscal
Year Revenues not including any payments made by the City shall have met the
requirements of this Ordinance.
L. Within six months following the close of each Fiscal Year, the City will
cause the books and accounts of the System to be audited by independent certified public
accountants in accordance with appropriate audit standards. Said audit will be available
for inspection by the registered owners of any of the Bonds.
Section 19. Future Revenue Bonds, Additional Bonds and Subordinate Bonds. The City
reserves the right to issue without limit bonds payable solely and only from the Revenues, which
bonds may have a lien on the Revenues prior to the lien on the Revenues that secures the
Outstanding Bonds, provided that upon the issuance of such bonds, the City shall be able to
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demonstrate in the same manner as provided by the Act, as the Act is written at this time, that at
such time all Outstanding Bonds could then be issued as if not then having previously been
issued; that is, that the requirements of the Act for the issuance of alternate bonds payable from
the Revenues shall have been met on such date for all Outstanding Bonds.
The City also reserves the right to issue Additional Bonds from time to time payable from
the Pledged Revenues, and any such Additional Bonds shall share ratably and equally in the
Pledged Revenues with the Bonds; provided, however, that no Additional Bonds shall be issued
except in accordance with the provisions of the Act as the Act is written at this time.
The City also reserves the right to issue revenue bonds from time to time payable from
the Revenues that are subordinate to the Bonds or Additional Bonds and are payable from the
money remaining in the Surplus Account created hereunder after making required deposits into
the Alternate Bond and Interest Subaccount.
Section 20. Defeasance. Bonds which are no longer Outstanding Bonds as defined in
this Ordinance shall cease to have any lien on or right to receive or be paid from Pledged
Revenues and shall no longer have the benefits of any covenant for the registered owners of
Outstanding Bonds as set forth herein as such relates to lien and security of the Bonds in the
Pledged Revenues.
Section 21. Provisions a Contract. The provisions of this Ordinance shall constitute a
contract between the City and the owners of the Outstanding Bonds and no changes, additions, or
alterations of any kind shall be made hereto, except as herein provided, so long as there are any
Outstanding Bonds.
Section 22. Use of Proceeds. The proceeds derived from the sale of the Bonds shall be
used as follows:
A. Accrued interest shall be credited to the Alternate Bond and Interest
Subaccount and applied to pay first interest due on the Bonds.
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B. The amount necessary of the proceeds of the Bonds shall be deposited into a
separate fund, hereby created, designated the "Expense Fund," to be used to pay expenses
of issuance of Bonds. Disbursements from such fund shall be made from time to time
upon the direction of the Treasurer. Any excess in said fund shall be deposited into the
Alternate Bond and Interest Subaccount after six months from the date of issuance of the
Bonds.
C. The balance of the principal proceeds derived from the sale of the Bonds
shall be deposited in a separate fund hereby created and designated as the "Project Fund"
(the "Project Fund "); and disbursements shall be made from the Project Fund only for
the purposes for which the Bonds are being issued and for which the principal proceeds
are hereby appropriated.
Within sixty (60) days after full depletion of the Project Fund or payment of all costs of
the Project, as herein referred to, and as heretofore approved by the Corporate Authorities, the
Treasurer shall certify to the Corporate Authorities the fact of such depletion or the engineer in
responsible charge of the Project shall certify to the Corporate Authorities the fact that the work
has been completed according to approved plans and specifications, as applicable, and upon
approval of such certification by the Corporate Authorities, funds (if any) remaining in the
Project Fund shall be transmitted to the Treasurer, and said Treasurer shall direct the credit said
funds to the Alternate Bond and Interest Subaccount or to the Bond Fund, and the Project Fund
shall be closed.
Section 23. Continuing Disclosure Undertaking. The Mayor is hereby authorized,
empowered, and directed to execute and deliver the Continuing Disclosure Undertaking (the
"Continuing Disclosure Undertaking") substantially in the form attached hereto as Exhibit A to
this Ordinance, made a part hereof by this reference, and hereby approved, the officer signatory
to such Continuing Disclosure Undertaking being hereby authorized and directed to execute
same, his or her execution to constitute conclusive proof of action in accordance with this
Ordinance and approval of all completions or revisions necessary or appropriate to such
undertaking. When the Continuing Disclosure Undertaking is executed and delivered on behalf
of the City as herein provided, the Continuing Disclosure Undertaking will be binding upon the
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City and the officers, employees, and agents of the City; and the officers, employees, and agents
of the City are hereby authorized, empowered, and directed to do all such acts and things and to
execute all such documents as may and comply with the provisions of
be necessary to carry out Y �Y Y p Y P
the Continuing Disclosure Undertaking as executed. Notwithstanding any other provision of this
Ordinance, the sole remedies for failure to comply with the Continuing Disclosure Undertaking
shall be the ability of the beneficial owner of any Bond to seek mandamus or specific
performance by court order to cause the City to comply with its obligations under the Continuing
Disclosure Undertaking.
Section 24. General Tax Covenants. The City hereby covenants that it will not take any
action, omit to take any action, or permit the taking or omission of any action, within its control
(including, without limitation, making or permitting any use of the proceeds of the Bonds) if
taking, permitting, or omitting to take such action would cause any of the Bonds to be an
arbitrage bond or a private activity bond within the meaning of the Code or would otherwise
cause the interest on the Bonds to be included in the gross income of the recipients thereof for
federal income tax purposes. The City acknowledges that, in the event of an examination by the
Internal Revenue Service of the exemption from Federal income taxation for interest paid on the
Bonds, under present rules, the City is treated as the "taxpayer" in such examination and agrees
that it will respond in a commercially reasonable manner to any inquiries from the Internal
Revenue Service in connection with such an examination. In furtherance of the foregoing
provisions, but without limiting their generality, the City agrees: (a) through its officers, to make
such further specific covenants, representations as shall be truthful, and assurances as may be
necessary or advisable; (b) to comply with all representations, covenants, and assurances
contained in Bonds or agreements as may be prepared by counsel approving the Bonds; (c) to
consult with such counsel and to comply with such advice as may be given; (d) to file such
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forms, statements, and supporting documents as may be required and in a timely manner; and
(e) if deemed necessary or advisable by its officers, to employ and pay fiscal agents, financial
advisors, attorneys, and other persons to assist the City in such compliance.
Section 25. Certain Specific Tax Covenants.
A. None of the Bonds shall be a "private activity bond" as defined in Section 141(a) of
the Code; and the City certifies, represents, and covenants as follows:
(1) Not more than 5% of the net sale proceeds of the Bonds is to be used,
directly or indirectly, in any trade or business carried on by any person other than a state
or local governmental unit.
(2) Not more than 5% of the amounts necessary to pay the principal of and
interest on the Bonds will be derived, directly or indirectly, from payments with respect
to any private business use by any person other than a state or local governmental unit.
(3) None of the proceeds - of the Bonds is to be used, directly or indirectly, to
make or finance loans to persons other than a state or local governmental unit.
(4) No user of the infrastructure of the City to be improved as part of the
Project, other than the City or another governmental unit, will use the same on any basis
other than the same basis as the general public; and no person, other than the City or
another governmental unit, will be a user of such infrastructure as a result of
(i) ownership or (ii) actual or beneficial use pursuant to a lease, a management or
incentive payment contract other than as expressly permitted by the Code, or (iii) any
other arrangement.
I
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B. The Bonds shall not be "arbitrage bonds" under Section 148 of the Code; and the
City certifies, represents, and covenants as follows:
e the City has heretofore incurred or within six
1 With respect to the Project, O P J Y
months after delivery of the Bonds expects to incur substantial binding obligations to be
paid for with money received from the sale of the Bonds, said binding obligations
comprising binding contracts for the Project in not less than the amount of 5% of the net
sale proceeds of the Bonds.
(2) More than 85% of the proceeds of the Bonds will be expended on or before
three years from the date hereof for the purpose of paying the costs of the Project.
(3) All of the principal proceeds of the Bonds and investment earnings thereon
will be used, needed, and expended for the purpose of paying the costs of the Project,
including expenses incidental thereto.
(4) Work on the Project - is expected to - proceed with due diligence to
completion.
(5) Except for the Bond Fund, the City has not created or established and will
not create or establish any sinking fund, reserve fund, or any other similar fund to provide
for the payment of the Bonds. The Bond Fund has been established and will be funded in
a manner primarily to achieve a proper matching of revenues and debt service and will be
depleted at least annually to an amount not in excess of 1 /12th the particular annual debt
service on the Bonds. Money deposited into the Bond Fund will be spent within a
13 -month period beginning on the date of deposit, and investment earnings in the Bond
Fund will be spent or withdrawn from the Bond Fund within a one -year period beginning
on the date of receipt.
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(6) Amounts of money related to the Bonds required to be invested at a yield
not materially higher than the yield on the Bonds, as determined pursuant to such tax
certifications or agreements as the City officers may make in connection with the
issuance of the Bonds, shall be so invested; and appropriate City officers are hereby
authorized and directed to make such investments.
(7) The City has not been notified of any disqualification or proposed
disqualification of it by the Commissioner of the Internal Revenue Service as a bond
issuer which may certify bond issues under Treasury Regulations permitting such
certifications.
(8) Unless an applicable exception to Section 148(f) of the Code, relating to the
rebate of "excess arbitrage profits" to the United States Treasury (the "Rebate
Requirement") is available to the City, the City will meet the Rebate Requirement.
(9) Relating to applicable exceptions, any City officer- - charged with issuing the
Bonds is hereby authorized to make such elections under the Code as such officer 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.
(10) The officers of the City shall cause to be established, at such time and in
such manner as they may deem necessary or appropriate hereunder, an "Alternate Bonds,
Series 2005C Rebate [or Penalty, if applicable] Fund" (the "Rebate Fund ") for the
Bonds, and such officers 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. Said officers shall cause to be paid to the United
States Treasury, without further order or direction from the Corporate Authorities, from
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time to time as required, amounts sufficient to meet the Rebate Requirement or to pay the
Penalty.
i
(11) Interest earnings in the Project Fund and the Bond 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
i
provided; and proceeds of the Bonds and 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.
C. None of the proceeds of the Bonds will be used to pay, directly or indirectly, in
whole or in part, for an expenditure that has been paid by the City prior to the date hereof except
architectural or engineering costs incurred prior to commencement of any of the Project or
- expenditures for which an intent to reimburse has been properly declared under Treasury
Regulations Section 1.103 -18. This Ordinance is in itself a declaration of official intent under
Treasury Regulations Section 1.103 -18 as to all costs of the Project paid after 60 days prior to the
date hereof and up to the issuance of the Bonds.
D. The City reserves the right to use or invest moneys in connection with the Bonds in
any manner, or to make changes in the Project list, or to use the City infrastructure acquired,
constructed, or improved as part of the Project in any manner, notwithstanding the
representations and covenants in Sections 24 and 25 herein, provided it shall first have received
an opinion from an attorney or a firm of attorneys generally acceptable to purchasers of
Tax - exempt bonds to the effect that use or investment of such moneys or the changes in or use of
such infrastructure as contemplated is authorized under Applicable Law and this Ordinance and
will not result in loss or impairment of Tax- exempt status for the Bonds.
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E. Prior to the date hereof in the current calendar year, no obligations that constitute
"qualified tax - exempt obligations" for the purposes and within the meaning of Section 265(b)(3)
of the Code have been issued by any of the following: (i) the City; (ii) an entity issuing
obligations on behalf of the City; and (iii) any member of the same Controlled Group as the City
or the same Controlled Group as an entity issuing obligations on behalf of the City.
Section 26. Pertaining to the Bond Registrar. If requested by the Bond Registrar, any
officer of the City is authorized to execute a standard form of agreement between the City and
the Bond Registrar with respect to the obligations and duties of the Bond Registrar under this
Ordinance. In addition to the terms of such agreement and subject to modification thereby, the
Bond Registrar by acceptance of duties under this Ordinance agrees (a) to act as registrar, paying
agent, authenticating agent, and transfer agent as provided herein; (b) to maintain a list of
Bondholders as set forth herein and to furnish such list to the City upon request, but otherwise to
- - -
-keep such list confidential to the extent permitted bylaw; (c) to- cancel and /or - destroy Bonds
which have been paid at maturity or submitted for exchange or transfer; (d) to furnish the City at
least annually a certificate with respect to Bonds cancelled and /or destroyed; and (e) to furnish
the City at least annually an audit confirmation of Bonds paid, Bonds outstanding and payments
made with respect to interest on the Bonds. The City covenants with respect to the Bond
Registrar, and the Bond Registrar further covenants and agrees as follows:
A. The City shall at all times retain a Bond Registrar with respect to the Bonds; it will
maintain at the designated office(s) of such Bond Registrar a place or places where Bonds may
be presented for payment, registration, transfer, or exchange; and it will require that the Bond
Registrar properly maintain the Bond Register and perform the other duties and obligations
imposed upon it by this Ordinance in a manner consistent with the standards, customs, and
practices of the municipal securities industry.
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B. The Bond Registrar shall signify its acceptance of the duties and obligations
imposed upon it by this Ordinance by executing the certificate of authentication on any Bond,
and by such execution the Bond Registrar shall be deemed to have certified to the City that it has
all requisite power to accept and has accepted such duties and obligations not only with respect
to the Bond so authenticated but with respect to all the Bonds. Any Bond Registrar shall be the
agent of the City and shall not be liable in connection with the performance of its duties except
for its own negligence or willful wrongdoing. Any Bond Registrar shall, however, be
responsible for any representation in its certificate of authentication on Bonds.
C. The City may remove the Bond Registrar at any time. In case at any time the Bond
Registrar shall resign, shall be removed, shall become incapable of acting, or shall be adjudicated
a bankrupt or insolvent, or if a receiver, liquidator, or conservator of the Bond Registrar or of the
property thereof shall be appointed, or if any public officer shall take charge or control of the
-- - Bond Registrar or of the property or affairs thereof,- the City covenants and agrees that it will -
thereupon appoint a successor Bond Registrar. The City shall give notice of any such
appointment made by it to each registered owner of any Bond within twenty days after such
appointment in the same manner. Any Bond Registrar appointed under the provisions of this
Section shall be a -bank, trust company, or national banking association maintaining its principal
corporate trust office in Illinois and having capital and surplus and undivided profits in excess of
$100,000,000. The City Clerk is hereby directed to file a certified copy of this Ordinance with
the Bond Registrar.
Section 27. Municipal Bond Insurance. In the event the payment of principal of and
interest on the Bonds is insured pursuant to a municipal bond insurance policy (a "Municipal
Bond Insurance Policy") issued by a bond insurer (a "Bond Insurer "), and as long as such
Municipal Bond Insurance Policy shall be in full force and effect, the City and the Bond
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Registrar agree to comply with such usual and reasonable provisions regarding presentment and
payment of the Bonds, subrogation of the rights of the Bondholders to the Bond Insurer when
holding Bonds, amendment hereof, or other terms, as approved by the Mayor on advice of
counsel, his or her approval to constitute full and complete acceptance by the City of such terms
and provisions under authority of this section.
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Section 28. Superseder and Effective Date. All ordinances, resolutions, and orders, or
parts thereof, in conflict herewith, are to the extent of such conflict hereby superseded; and this
Ordinance shall be in full force and effect upon its passage and approval as provided by law.
ADOPTED by the Corporate Authorities on the 23rd day of August, 2005, pursuant to a
roll call vote as follows:
JOSEPH BESCO ��� MARTY MUNNS
VALERIE BURD _�� WANDA O'HARE
PAUL JAMES ROSE SPEARS
_ v
JASON LESLIE ,,� DEAN WOLFER
APPROVED by me, as Mayor of the United City of Yorkville, Kendall County, Illinois, the
23rd day of August, 2005.
MAYOR
PASSED by the City Council of the United City of Yorkville, Kendall County, Illinois, the
23rd day of August, 2005.
Atte �^
C TTY C E:R
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1
STATE OF ILLINOIS )
SS
COUNTY OF KENDALL )
CERTIFICATION OF ORDINANCE AND MINUTES
I, the undersigned, do hereby certify that I am the duly qualified and acting City Clerk of
the United City of Yorkville, Kendall County, Illinois (the "City"), and as such officer I am the
keeper of the books, records, files, and journal of proceedings of the City and of the City Council
(the "Corporate Authorities ") thereof.
I do further certify that the foregoing constitutes a full, true and complete transcript of the
minutes of the legally convened regular meeting of the Corporate Authorities held on the 23rd
day of August, 2005, insofar as same relates to the adoption of an ordinance numbered and
entitled:
ORDINANCE NUMBER
AN ORDINANCE authorizing and providing for the issue of $2,000,000
General Obligation Bonds (Alternate Revenue Source), Series 2005C, of
the United City of Yorkville, Kendall County, Illinois, for the purpose of
improving the existing waterworks and sewerage system of said City,
prescribing all the details of said bonds, and providing for the collection,
segregation and distribution of the revenues of the combined waterworks
and sewerage system of said City.
a true, correct and complete copy of which said ordinance as adopted at said meeting appears in
the foregoing transcript of the minutes of said meeting.
I do further certify that the deliberations of the Corporate Authorities on the adoption of
the Ordinance were taken openly; that the vote on the adoption of the Ordinance was taken
openly; that the Meeting was held at a specified time and place convenient to the public; that
notice of said Meeting was duly given to all newspapers, radio or television stations, and other
news media requesting such notice, that an agenda for said Meeting was posted at the location
where said Meeting was held and at the principal office of the Corporate Authorities by at least
96 hours in advance of the holding of said meeting; a true, correct and complete copy of the
agenda is attached hereto as Exhibit A; that the Meeting was called and held in strict compliance
with the provisions of the Open Meetings Act of the State of Illinois, as amended, and the Illinois
Municipal Code, as amended, and that the Corporate Authorities have complied with all of the
provisions of said Act and said Code and with all of the procedural rules of the Corporate
Authorities in the adoption of the Ordinance.
IN WITNESS WHEREOF, I hereunto affix my official signature and the seal of the City this
23rd day of August, 2005.
City Cler
(SEAL)
[Attach Agenda hereto as Exhibit A]
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