The URL can be used to link to this page

Ordinance 2019-10 STATE OF ILLINOIS COUNTY OF KENDALL FILED - MAR 21 2019 COUNTY CLERK • KENDALLCOUNTY UNITED CITY OF YORKVILLE KENDALL COUNTY STATE OF ILLINOIS ORDINANCE NUMBER QQ19-(O AN ORDINANCE PROVIDING FOR ISSUANCE OF UNITED CITY OF YORKVILLE,KENDALL COUNTY, ILLINOIS SPECIAL SERVICE AREA NUMBER 2003-101 (WINDETT RIDGE PROJECT) SPECIAL TAX REFUNDING BONDS, SERIES 2019 ADOPTED BY THE CITY COUNCIL OF THE UNITED CITY OF YORKVILLE KENDALL COUNTY STATE OF ILLINOIS The cl(o day of February, 2019 Published in pamphlet form by authority of the City Council of the United City of Yorkville, Kendall County, Illinois this day of�9, 2019. MFlRCO 4838-4320-3718.3 STATE OF ILLINOIS COUNTY OF KENDALL FILED - ORDINANCE NO. jolqqo MAR 21 2019 �� - KENDALL COUNTY COUNTY CLERK • AN ORDINANCE PROVIDING FOR ISSUAN E OF (,��K.. UNITED CITY OF YORKVILLE,KENDALL COUNTY,ILLINOIS SPECIAL SERVICE AREA NUMBER 2003-101 (WINDETT RIDGE PROJECT) SPECIAL TAX REFUNDING BONDS, SERIES 2019 BE IT ORDAINED BY THE CITY COUNCIL OF THE UNITED CITY OF YORKVILLE,KENDALL COUNTY, ILLINOIS,AS FOLLOWS: Section 1. Findings and Declarations. It is found and declared by the City Council of the United City of Yorkville,Kendall County, Illinois (the "City")as follows: a. The City has previously established Special Service Area Number 2003- 101 described more fully in Exhibit A to this Ordinance pursuant to Ordinance Number 2003-56 adopted on August 12, 2003 (the "Establishing Ordinance"), the provisions of the Special Service Area Tax Law, 35 ILCS 200/27-5 et seq., as amended (the "Special Service Area Act") and the provisions of Section 7 of Article VII of the 1970 Constitution of the State of Illinois, and has otherwise complied with all other conditions precedent required by the Special Service Area Act. b. It was deemed necessary and in the best interests of the City to provide special services benefiting Special Service Area Number 2003-101 (the "Special Service Area") consisting of the acquisition, construction and installation of public improvements including, but not limited to engineering, soil testing and appurtenant work, mass grading and demolition, storm water management facilities, storm drainage systems and storm sewers, site clearing and tree removal, public water facilities, sanitary sewer facilities, erosion control measures, roads, streets, curbs, gutters, street lighting, traffic controls, sidewalks,equestrian paths and related street improvements, and equipment and materials necessary for the maintenance thereof, landscaping, wetland mitigation and tree installation, costs for land and easement acquisitions relating to any of the foregoing improvements, required tap-on and related fees for water or sanitary sewer services and other eligible costs(the"Special Services"). C. The City previously issued $6,900,000 principal amount of its Special Service Area Number 2003-101 Special Tax Bonds, Series 2003 (Windett Ridge Project) (the "Prior Bonds") for the purpose of paying a portion of the costs of the Special Services. d. In order to achieve debt service savings, it is in the best interests of the City to refund all of the Prior Bonds. e. The City does not have sufficient funds on hand or available from other sources with which to pay the costs associated with refunding the Prior Bonds. f. It is in the best interests of the City to issue an aggregate principal amount of not to exceed $5,700,000 of its Special Service Area Number 2003-101 (Windett 4838-4320-3718.3 Ridge Project) Special Tax Refunding Bonds, Series 2019 (the "Bonds") as provided in this Ordinance and the Bond Order as defined in Section 2 hereof, to (i) pay or provide funds to refund all of the Prior Bonds, (ii) fund any necessary reserve funds, (iii)pay the insurance premium for the Bonds, if insured and (iv) pay the costs associated with the issuance of the Bonds and the refunding of the Prior Bonds. g. The City expects that the aggregate payments of principal of and interest on the Bonds will be less than the aggregate payments of principal of and interest on the Outstanding Prior Bonds. h. The notice and hearing requirements set forth in Section 27-45 of the Special Service Area Act do not apply to the Bonds because the interest rate on the Bonds and the maximum period of time over which the Bonds will be retired will not be greater than that set forth in the notices for the Prior Bonds. In addition, the debt service on the Bonds will not exceed the debt service to be paid over the remaining duration of the Prior Bonds and the amount needed to fund the Special Reserve, and the Administrative Expense Fund. i. After due publication of a notice as required by the Special Service Area Act, a public hearing to consider the establishment of the Special Service Area, the issuance of the Prior Bonds for the purpose of paying the costs of the Special Services and the manner in which the Prior Bonds were proposed to be retired and the proposed tax levies, was held in accordance with law. No objection petitions were filed with respect to the establishment of the Special Service Area or the issuance of the Prior Bonds within the period of time allowed pursuant to the Special Service Area Act. Section 2. Issuance of Bonds. The City shall borrow the sum of not to exceed $5,700,000 by issuing the Bonds as provided in this Ordinance. The Bonds which shall be designated "United City of Yorkville, Kendall County, Illinois Special Service Area Number 2003-101 (Windett Ridge Project) Special Tax Refunding Bonds, Series 2019," and shall be issued for the purpose of providing a portion of the funds needed for refunding all of the Prior Bonds which Prior Bonds were issued to provide funds needed to pay the Costs of the Special Services. The Bonds shall be issued pursuant to the powers of the City pursuant to Section 7 of Article VII of the 1970 Constitution of the State of Illinois; the Special Service Area Act; and the Local Government Debt Reform Act, 30 ILCS 350/1 et seq. (the"Debt Act"). The Mayor is hereby authorized and directed to establish the final terms of the Bonds as set forth in the City's Bond Order to be executed by the Mayor and attested by the City Clerk(the "Bond Order"), but only within the parameters or on such terms as set forth in Section 4 of this Ordinance and in furtherance of such duty is hereby authorized and directed to execute the Bond Order on behalf of the City. The Bonds shall be issued in such principal amounts, and shall mature on such dates and bear interest at such rates and be subject to redemption as set forth in the Bond Order. Section 3. Approval of Documents. There have been submitted to the City Council forms of the following documents relating to the issuance of the Bonds: 2 4838-4320-3718.3 a. a form of Trust Indenture (the "Indenture") between the City and Amalgamated Bank of Chicago, as Trustee, to be dated as of March 1, 2019, which form of Indenture is attached as Exhibit B to this Ordinance; b. a form of Bond Purchase Agreement (the "Bond Purchase Agreement") between the City and D.A. Davidson & Co., as Underwriter (the "Underwriter") to be dated as of the date the offer of the Underwriter to purchase the Bonds is accepted by the City, which form of Bond Purchase Agreement is attached as Exhibit C to this Ordinance; C. a form of the preliminary Limited Offering Memorandum (the "Official Statement') used by the Underwriter in its initial offering of the Bonds, which form of Official Statement is attached as Exhibit D to this Ordinance; and d. a form of the Continuing Disclosure Agreement by and between the City and Amalgamated Bank of Chicago, which form of agreement is attached as Exhibit E to this Ordinance. Such documents are approved as to form and substance and the Mayor and the City Clerk of the City are authorized and directed to execute and deliver and/or authorize the use of such documents on behalf of the City in the forms submitted with such additions, deletions and completions of the same (including the establishment of the terms of the Bonds within the parameters set forth in this Ordinance) as the Mayor and the City Clerk deem appropriate; and when each such document is executed, attested, sealed and delivered on behalf of the City, as provided herein, each such document will be binding on the City; from and after the execution and delivery of each such document, the officers, employees and agents of the City are hereby authorized, empowered and directed to do all such acts and things and to execute all such additional documents as may be necessary to carry out, comply with and perform the provisions of each such document as executed; and each such document shall constitute, and hereby is made, a part of this Ordinance, and a copy of each such document shall be placed in the official records of the City, and shall be available for public inspection at the office of the City Clerk. Either the Mayor or the City Clerk is authorized and directed, subject to the terms of the Bond Purchase Agreement as executed,to execute the final Official Statement in substantially the form of the preliminary Official Statement presented hereto with such changes, additions or deletions as they deem appropriate to reflect the final terms of the Bonds, the Indenture and other matters. The Mayor and the City Clerk are authorized to obtain a Bond Insurance Policy insuring the payment of principal of and interest on the Bonds when due(the"Policy")from a bond insurer(a "Bond Insurer") and to execute a commitment in favor of the Bond Insurer in connection with the Policy if the Mayor determines such Policy to be beneficial in connection with the sale of the Bonds. The Mayor and City Clerk are hereby authorized on behalf of the City, to make such customary covenants and agreements with the Bond Insurer as are not inconsistent with the terms of this Ordinance and as may be required by the Bond Insurer to issue its Policy. Section 4. Bond Terms: Bond Order. The Bonds shall be issued as provided in the Indenture and shall be issued in the principal amount of not to exceed$5,700,000, shall be dated, shall mature, shall bear interest at the rates (not to exceed in any year seven percent (7%) per annum) and shall be subject to redemption at the times and prices as set forth in the Indenture, 3 4838-4320-3718.3 and shall be sold to the Underwriter at a purchase price of not less than 98% of the principal amount of the Bonds (exclusive of any original issue discount or premium) with an aggregate original issue discount or premium of not to exceed 10% of the principal amount of the Bonds, all as set forth in the Bond Purchase Agreement. The execution and delivery of the Bond Purchase Agreement by the Mayor and the City Clerk shall evidence their approval of the terms of the Bonds set forth above. The Bond Order shall specify the principal amount of the Bonds, the date of the Bonds,the interest rate on the Bonds, the redemption provisions of the Bonds,the purchase price of the Bonds, the identity of any Bond Insurer, if any, and the final form of any commitment to provide the bond insurance Policy and may include such other terms as are deemed necessary to provide for the sale of the Bonds which are not inconsistent with this Ordinance. The Bond Order shall also provide for the abatement of any special taxes levied for the Prior Bonds to be refunded. The execution and delivery of the Bond Order, the Bond Purchase Agreement and the Indenture by the Mayor and the City Clerk shall evidence their approval of the terms of the Bonds set forth above. Section 5. Execution and Delivery of Bonds. The Mayor and the City Clerk are authorized and directed to execute and deliver the Bonds and, together with other Authorized Officers (as defined in the Indenture), to take all necessary action with respect to the issuance, sale and delivery of the Bonds, all in accordance with the terms and procedures specified in this Ordinance and the Indenture. The Bonds shall be delivered to the Trustee who is directed to authenticate the Bonds and deliver the Bonds to the Underwriter upon receipt of the purchase price for the Bonds. The Bonds shall be in substantially the form set forth in the Indenture. Each Bond shall be executed by the manual or facsimile signature of the Mayor and the manual or facsimile signature of the City Clerk and shall have the corporate seal of the City affixed to it (or a facsimile of that seal printed on it). The Mayor and the City Clerk(if they have not already done so) are authorized and directed to file with the Illinois Secretary of State their manual signatures certified by them pursuant to the Uniform Facsimile Signatures of Public Officials Act, as amended, which shall authorize the use of their facsimile signatures to execute the Bonds. Each Bond so executed shall be as effective as if manually executed. In case any officer of the City whose signature or a facsimile of whose signature shall appear on the Bonds shall cease to be such officer before authentication and delivery of any of the Bonds, that signature or facsimile signature shall nevertheless be valid and sufficient for all purposes, the same as if the officer had remained in office until delivery. No Bond shall be valid for any purpose unless and until a certificate of authentication on that Bond substantially in the form set forth in the bond form in the Indenture shall have been duly executed by the Trustee. Execution of that certificate upon any Bond shall be conclusive evidence that the Bond has been authenticated and delivered under this Ordinance. Section 6. Bonds are Limited Obligations; Levy of Special Tax, Pledge. The Bonds shall constitute limited obligations of the City, payable from the Special Taxes (as defined below) to be levied on all taxable real property within the Special Service Area as provided below. The Bonds shall not constitute the general obligations of the City and neither the full faith and credit nor the unlimited taxing power of the City shall be pledged as security for payment of the Bonds. 4 4838-4320-3718.3 There are hereby levied Special Taxes upon all taxable real property within the Special Service Area in accordance with the Special Tax Roll and Report(as defined below) sufficient to pay and discharge the principal of and interest on the Bonds (as defined in the Indenture) at maturity or mandatory sinking fund redemption dates and to pay interest on the Bonds and any indebtedness issued to refund the Bonds for each year at the interest rates to be set forth in Section 2.4 of the Indenture and to pay for the Administrative Expenses (as defined in the Indenture) of the City and Kendall County, if any, for each year and to fund and replenish any reserve fund created and established pursuant to the Indenture including specifically the following amounts for the following years(the "Special Taxes"): An Amount Sufficient Year of Levy to Produce the Sum of: 2019 $583,680 2020 592,320 2021 601,200 2022 610,320 2023 619,440 2024 628,800 2025 638,160 2026 647,760 2027 657,360 2028 667,200 2029 677,280 2030 687,360 2031 697,680 Pursuant to the Special Tax Roll established by the Special Tax Roll and Report prepared by David Taussig and Associates for the Special Service Area (the "Special Tax Roll and Report"), the Special Taxes shall be computed, extended and collected and divided among the taxable real property within the Special Service Area in accordance with the terms of the Establishing Ordinance and the Special Tax Roll and Report. It shall be the duty of the City and the City hereby covenants, annually on or before the last Tuesday of December for each of the years 2019 through 2031 to calculate or cause the Consultant appointed pursuant to the Indenture to calculate the Special Tax Requirement(as defined in the Indenture); to amend the Special Tax Roll pursuant to Section VI.E. of the Special Tax Roll and Report; to adopt an ordinance approving the amount of the current calendar year's Special Tax Requirement and abating the Special Taxes levied pursuant to this Ordinance to the extent the taxes levied pursuant to this Ordinance exceed the Special Tax Requirement as calculated by the Consultant pursuant to the Establishing Ordinance and the Special Tax Roll and Report; and provide the County tax collector of Kendall County the amended Special Tax Roll. On or before the last Tuesday of January for each of the years 2020 through 2032 the City shall notify the Trustee of the amount of the Special Tax Requirement and the amount of the Special Taxes to be abated. The City shall take all actions which shall be necessary to provide for the levy, extension, collection and application of the taxes levied by this Ordinance, including enforcement of such taxes as provided by law but only as set forth in Section 7(a)below. 5 4838-4320-3718.3 The Special Taxes levied as provided above shall be deposited in the Bond and Interest Fund created pursuant to the Indenture and are appropriated to and are irrevocably pledged to and shall be used only for the purposes set forth in Section 6.1 of the Indenture. Section 7. Special Covenants. The City covenants with the holders of the Bonds from time to time outstanding that it(i) will take all actions which are necessary to be taken(and avoid any actions which it is necessary to avoid being taken) so that interest on the Bonds will not be or become included in gross income for federal income tax purposes under existing law, including without limitation the Internal Revenue Code of 1986, as amended (the "Code"); (ii) will take all actions reasonably within its power to take which are necessary to be taken (and avoid taking any actions which are reasonably within its power to avoid taking and which are necessary to avoid) so that the interest on the Bonds will not be or become included in gross income for federal income tax purposes under the federal income tax laws as in effect from time to time; and (iii)will take no action or permit any action in the investment of the proceeds of the Bonds, amounts held under the Indenture or any other funds of the City which would result in making interest on the Bonds subject to federal income taxes by reason of causing the Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code, or direct or permit any action inconsistent with the regulations under the Code as promulgated and as amended from time to time and as applicable to the Bonds. The Mayor, the City Clerk, the City Treasurer and other Authorized Officers of the City are authorized and directed to take all such actions as are necessary in order to carry out the issuance and delivery of the Bonds including, without limitation, to make any representations and certifications they deem proper pertaining to the use of the proceeds of the Bonds and other moneys held under the Indenture in order to establish that the Bonds shall not constitute arbitrage bonds as so defined. The City further covenants with the holders of the Bonds from time to time outstanding that: a. it will take all actions, if any, which shall be necessary in order further to provide for the levy, extension, collection and application of the Special Taxes imposed by or pursuant to this Ordinance or the Establishing Ordinance, including enforcement of the Special Taxes by providing the County of Kendall with such information as is deemed necessary to enable it to include the property subject to the delinquent tax in the County Collector's annual tax sale and in the event the tax lien is forfeited at such tax sale upon request of any Bond Insurer or a majority of the Bondholders by assigning to the Trustee its right to institute foreclosure proceedings, and/or assigning to the Trustee its right to purchase as a taxing district the unpaid taxes due upon the property all in the manner provided by law;provided,however,that the obligation to purchase unpaid taxes, or institute any proceeding shall only arise in the event the City or the Trustee, as applicable, makes the determination that sufficient funds are on deposit in the Administrative Expense Fund to apply to the purchase of the unpaid taxes and/or pay the costs of any proceeding; 6 4838-4320-3718.3 b. it will not take any action which would adversely affect the levy, extension, collection and application of the Special Taxes, except to abate the Special Taxes to the extent permitted by the Special Tax Roll and Report and to release the lien on a parcel upon prepayment of the Special Tax for such parcel as described in the Indenture and as provided in this Ordinance; and C. it will comply with all present and future laws concerning the levy, extension and collection of the Special Taxes; in each case so that the City shall be able to pay the principal of and interest on the Bonds as they come due and replenish the Reserve Fund to the Reserve Requirement and it will take all actions necessary to assure the timely collection of the Special Taxes, including without limitation, the enforcement of any delinquent Special Taxes as described in paragraph (a)above. Promptly following the date of issuance of the Bonds, the City shall file with the County an Ordinance abating the Special Taxes levied for the Prior Bonds pursuant to the bond ordinance adopted for the Prior Bonds for the levy years as specified in the Bond Order. Section 8. Additional Authority. The Mayor, the City Clerk and the other officers of the City are authorized to execute and deliver on behalf of the City such other documents, agreements and certificates and to do such other things consistent with the terms of this Ordinance as such officers and employees shall deem necessary or appropriate in order to effectuate the intent and purposes of this Ordinance, including, without limitation, to make any representations and certifications they deem proper pertaining to the use of the proceeds of the Bonds in order to establish that the Bond and the Prior Bonds shall not constitute arbitrage bonds as defined in Section 7 above. Section 9. Transfer of Funds, Defeasance of Prior Bonds. Amounts on deposit in the funds and accounts created for the Prior Bonds may be applied to refund the Prior Bonds or with respect to the Bond and Interest Fund or Reserve Fund established for the Prior Bonds, may be transferred to the Bond and Interest Fund or any reserve fund created for the Bonds to the extent not needed to defease the Prior Bonds as provided in the Bond Order. The Prior Bonds to be refunded shall be called for redemption on the earliest date for which notice of redemption may be provided in accordance with the Trust Indenture of the City pursuant to which the Prior Bonds were authorized(the"Prior Indenture") and as specified in the Bond Order, at a price equal to 100%of the principal amount thereof,plus accrued interest to the redemption date. Such redemption shall be conducted in accordance with the provisions of the Prior Indenture. Section 10. Bank Oualified. The City represents that the reasonably anticipated amount of tax-exempt obligations (other than private activity bonds, as defined in Section 141 of the Code) which will be issued by the City and all subordinate entities of the City during calendar year 2019 will not exceed $10,000,000. The City intends that the Bonds qualify as "qualified tax-exempt obligations" under Section 265(b)(3)(B) of the Code and designates the Bonds for such purpose. The Village and all subordinate entities of the City have not so designated any other obligations for such purpose during calendar year 2019. 7 4838-4320-3718.3 Section 11. Filing of Ordinance. The City Clerk is directed to file a certified copy of this Ordinance, and an accurate map of the Special Service Area, with the County Clerk of Kendall County. Section 12. Severability. If any section, paragraph, clause or provision of this Ordinance (including any section, paragraph, clause or provision of any exhibit to this Ordinance) shall be held invalid, the invalidity of such section, paragraph, clause or provision shall not affect any of the other sections, paragraphs, clauses or provisions of this Ordinance (or of any of the exhibits to this Ordinance). Section 13. Repealer, Effect of Ordinance. All ordinances, resolutions and orders or parts of ordinances, resolutions and orders in conflict with this Ordinance are repealed to the extent of such conflict. The City Clerk shall cause this Ordinance to be published in pamphlet form. This Ordinance shall be effective upon its passage and publication as provided by law. 8 4838-4320-3718.3 PASSED BY THE CITY COUNCIL OF THE UNITED CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS this 61(o day of FE.BRUAlt 2019. VOTING AYE: I)LOCGtraR. TgRVLtj COL061tw� ftw4+IpuSFA, 1b(ILWOEW&W V-0CA VOTING NAY: ABSENT: fR t EDE RS_ W-1yi ltsa ABSTAINED: NOT VOTING: APPROVED: . A, /&,�'- Mayor ATTEST: City Clerk 9 4838-4320-3718.3 `fit Oak j \ 1 yo! 13 C Exhibit A UNITED CITY OF YORKVILLE SPECIAL SERVICE AREA NUMBER 2003-101 r State 4f I1ti►tois: . :SS ` County ot" Kerrh11: This is .v ;;er't fr that we, James M. Olson Associates ltd-, Illinois tegi stpred Land Surveyors, have sarveyetl than ppe�rt of Seaton 9, Township Borth Rangge 7 Cast of the Third princ11341' lde�idfan described as -tel l err.;- Ccm,etncinat the Northwest Gt 6er of t Nar"I st ptrarter of said Sectirjn 9; hence southerly alawg the tient tine of said 4orftwest Quartir. 569.:0 feet to the center line of 111inoit State Mute Nb. 47; thence South 35'00'00" react, along said tetter line, 10EP.70 feet to the soutbemmost corner of a tract described in a Varranty Beed from Edna flalbesna to Hannah Gelger reserded in logic 1i6 at Page Z41 an December 17. 1957: thence South 35000'OC" East, &long said center liar. 323.02 feet, thence earth 56'20'00' East. 755.49 feet, thake North 49`38'57" East, 525.47 `eet to the souttwesterly linev as occupteir of the 0&k ti111 Fara as �th wn In a plat re-awded fit At at Boole 'S On P#9t 16 (Hoar "Slot 303") for Um Poiret of beginning; thewA South 49'38 57" West, 52S.07-, t h e nc•. South 56'20'00" iisst, 765.43 feet tc solo center 1W., ., thcrLce South :iVowc(1" East. along sand center tine, 484.85 f*tt to its intersract`on with that center lfno 6f Lit Ion Asad, thence South 3 00,00" East, along ;chid 11IM013 Stott Route No. df center line and Gold center liege extendod, 1925.22 feat,, thonca South 18`45`00' East, 1,26.93 feet to the tine a' a fence extended from the east: tfienre 4arO 9$'15'14" East al6og sa!d fence lime and its extension, 31.15.46 feet to a paint on the tact Litre of the Southeast Quarter of i4id Section 9, which is 1533-A4 feet 'witAitared along said East Line) ri wfter1of the Southeast Corner of said Southeast Quarter; thence Worth 00'02'46" West. aloins said East Linc. 445.77 feet to a 11tlestcrne a►onuiont at tete sOutheast.erly corner of ssi•1 4atc Hi11 Farm; thence: Kurth 52% i'91" Most. along iht southwesterly line. as dccupipd. of said Oak Will Fsrm, 3591.35 feet; thence Horth 'fi"S3'G4" West, along said southwesterly tine, as occupied, 655.4r feet to the paint of beginrrinq (exccptfay therefrom 0e 50 foot wide right-of way conveyed to the fox and Illinois Oflian .Railway COWn reLorded inti Ve94 Roe Ord 65 at Fags 2871 al l is KenrimII Tow nshII), KerndaI Cutlpty. Illinuic and ranrainirg 163.522 acre: as shown by the plat her+aan drawee which 1,% a corrort representation of said survey. Dated a. Yorkville, Illinois daarnuary 17, 1990 JAWS M. i LSM Illinois Re9ittered t.ard lurveYvr NO. 2253 JAMES M. 0tj.SOy ASSOCIATES, LTD. 107 Woct Madfcan Street Yorttville, Illinois 80E0 I70B 15ri3-0050 A-I 4838-4320-3718.3 Exhibit B Trust Indenture 4838-4320-3718.3 i i I TRUST INDENTURE between UNITED CITY OF YORKVILLE,ILLINOIS and AMALGAMATED BANK OF CHICAGO as Trustee Dated as of 1,2019 UNITED CITY OF YORKVILLE,KENDALL COUNTY,ILLINOIS SPECIAL SERVICE AREA NUMBER 2003-101 (WINDETT RIDGE PROJECT) SPECIAL TAX REFUNDING BONDS, SERIES 2019 I I 4819-7089-8566.4 TABLE OF CONTENTS ARTICLE 1 STATUTORY AUTHORITY AND DEFINITIONS................................................ 3 Section 1.1 Authority for this Indenture........................................................................3 Section 1.2 Agreement for Benefit of Owners of the Series 2019 Bonds..................... 3 Section1.3 Definitions................................................................................................... 3 ARTICLE2 BOND DETAILS....................................................................................................... 8 Section 2.1 Purpose of Issuance; Amount of Series 2019 Bonds.................................. 8 Section 2.2 Form; Denominations;Numbers................................................................. 9 Section 2.3 Date of Bonds: CUSIP Identification Numbers.........................................9 Section 2.4 Maturity; Interest Rate................................................................................ 9 Section2.5 Interest......................................................................................................... 9 Section 2.6 Form of Series 2019 Bonds; Execution; Authentication.......................... 10 Section 2.7 Payment of the Series 2019 Bonds........................................................... 10 Section 2.8 Appointment of Trustee............................................................................ 10 Section 2.9 Registration of Series 2019 Bonds; Persons Treated as Owners.............. 10 Section 2.10 Global Form; Securities Depository......................................................... 11 Section 2.11 Additional Bonds...................................................................................... 12 ARTICLE 3 REDEMPTION OF SERIES 2019 BONDS............................................................ 13 Section 3.1 Mandatory Sinking Fund Redemption...................................................... 13 Section 3.2 Optional Redemption................................................................................ 13 Section 3.3 Mandatory Redemption upon Condemnation and Change in Density...................................................................................................... 13 Section 3.4 Special Mandatory Redemption from Optional Prepayment of SpecialTax................................................................................................ 14 Section 3.5 Redemption Provisions;Notice of Redemption ....................................... 14 Section 3.6 Purchase in Lieu of Redemption............................................................... 15 ARTICLE 4 APPLICATION OF PROCEEDS............................................................................ 15 Section 4.1 Application of Proceeds............................................................................ 15 ARTICLE 5 SECURITY FOR THE SERIES 2019 BONDS....................................................... 16 Section 5.1 Limited Obligations.................................................................................. 16 Section 5.2 Levy of Special Tax.................................................................................. 16 ARTICLE 6 FUNDS AND ACCOUNTS .................................................................................... 17 Section 6.1 Bond and Interest Fund............................................................................. 17 Section6.2 Reserve Fund ............................................................................................ 19 Section6.3 Reserved....................................................................................................20 Section 6.4 Administrative Expense Fund...................................................................20 Section6.5 Rebate Fund..............................................................................................20 Section 6.6 Investment of Funds..................................................................................20 ARTICLE 7 COVENANTS AND AGREEMENTS OF THE CITY...........................................21 Section7.1 Tax Covenants ..........................................................................................21 i 4819-7089-8566.4 Section 7.2 Levy and Collection of Taxes...................................................................22 Section 7.3 Proper Books and Records........................................................................23 Section 7.4 Against Encumbrances..............................................................................23 Section 7.5 Continuing Disclosure Undertaking.........................................................23 Section 7.6 Municipal Bond Insurance Policy; Covenants In Favor of Bond Insurer.......................................................................................................23 ARTICLE 8 DEFAULTS AND REMEDIES...............................................................................23 Section 8.1 Events of Default......................................................................................23 Section8.2 Remedies...................................................................................................24 Section 8.3 Notice of Default.......................................................................................25 Section 8.4 Termination of Proceedings by Trustee....................................................25 Section 8.5 Right of Bondholders to Control Proceedings..........................................25 Section 8.6 Right of Bondholders to Institute Suit......................................................25 Section8.7 Suits by Trustee.........................................................................................26 Section 8.8 Remedies Cumulative...............................................................................26 Section 8.9 Waiver of Default.....................................................................................26 Section 8.10 Application of Moneys After Default.......................................................26 ARTICLE9 TRUSTEE................................................................................................................27 Section 9.1 Appointment of the Trustee......................................................................27 Section 9.2 Performance of Duties ..............................................................................27 Section 9.3 Instruments Upon Which Trustee May Rely............................................28 Section 9.4 Trustee not Responsible for Recitals and Other Matters..........................29 Section 9.5 Trustee May Acquire Series 2019 Bonds.................................................29 Section 9.6 Qualification of Trustee............................................................................29 Section 9.7 Resignation or Removal of Trustee and Appointment of Successor........ 30 Section 9.8 Concerning the Successor Trustee............................................................ 31 Section 9.9 Monthly Statements.................................................................................. 31 ARTICLE 10 SUPPLEMENTAL INDENTURES ......................................................................31 Section 10.1 Supplemental Indentures Not Requiring Consent of Bondholders........... 31 Section 10.2 Supplemental Indentures Requiring Consent of Bondholders.................. 32 Section 10.3 Supplemental Indenture to Modify this Indenture.................................... 33 Section 10.4 Trustee May Rely Upon Opinion of Counsel Re: Supplemental Indenture................................................................................................... 33 Section10.5 Notation..................................................................................................... 33 Section 10.6 Opinion of Bond Counsel......................................................................... 34 ARTICLE 11 DEFEASANCE...................................................................................................... 34 Section 11.1 Defeasance................................................................................................ 34 ARTICLE 12 MISCELLANEOUS .............................................................................................. 36 Section12.1 Severability............................................................................................... 36 Section12.2 Notices...................................................................................................... 36 Section12.3 Holidays.................................................................................................... 37 Section 12.4 Execution of Counterparts........................................................................ 37 ii 4819-7089-8566.4 Section 12.5 Applicable Law.........................................................................................37 Section 12.6 Immunity of Officers, Employees, Elected Officials of City...................37 Exhibit A-1— United City of Yorkville Special Service Area Number 2005-108 Legal Description Exhibit A-2— United City of Yorkville Special Service Area Number 2005-109 Legal Description Exhibit B — Form of Bond Exhibit C — Form of Satisfaction of Tax Lien Exhibit D — Form of Disbursement Request 4819-7089-8566.4 TRUST INDENTURE THIS TRUST INDENTURE (the "Indenture") is made and entered into as of 1, 2019, by and between the United City of Yorkville, Kendall County, Illinois, a municipal corporation organized and existing under and by virtue of the Constitution and laws of the State of Illinois (the "City"), and Amalgamated Bank of Chicago, Chicago, Illinois, a state banking corporation, as trustee (the "Trustee"). WITNESSETH: WHEREAS, by Ordinance No. 2003-56 adopted at a meeting held on August 12, 2003, the City has established the "United City of Yorkville Special Service Area Number 2003-101" as further described in Exhibit A to this Indenture (the "Special Service Area Number 2003- 101"); and WHEREAS, pursuant to Ordinance No. 2003-57 adopted at a meeting commenced and finally adjourned on August 12, 2003 and pursuant to the Special Service Area Tax Law, 35 ILCS 200/27-5, et seq. (the "Special Service Area Act") it was determined in the best interests of the City to issue $6,900,000 principal amount of the United City of Yorkville Special Service Area Number 2003-101, Special Tax Bonds, Series 2003 (Windett Ridge Project) (the "Prior Bonds") for the purpose of providing a portion of the funds needed for costs of the Special Services (as defined below)within Special Service Area Number 2003-101; and WHEREAS, the Bond Ordinance authorized the Mayor and City Clerk to establish certain specific terms of the Series 2019 Bonds by executing and delivering a Bond Purchase Agreement with the Purchaser (defined below) and a Bond Order pursuant to the Bond Ordinance; and WHEREAS,pursuant to the terms so established the City will issue $ principal amount of Series 2019 Bonds upon the terms specified in this Indenture; and WHEREAS, it is in the public interest and for the benefit of the City, Special Service Area Number 2003-101 (the "Special Service Area") and the owners of the Series 2019 Bonds that the City enter into this Indenture to provide for the issuance of the Series 2019 Bonds, the disbursement of proceeds of the Series 2019 Bonds, the deposit of the Special Taxes levied pursuant to the Bond Ordinance securing the Series 2019 Bonds, and the administration and payment of the Series 2019 Bonds; and WHEREAS, all things necessary to cause the Series 2019 Bonds, when executed by the City and issued as provided in the Special Service Area Act, the Local Government Debt Reform Act (as defined below), the Bond Ordinance and this Indenture, to be legal, valid and binding and special obligations of the City in accordance with their terms, and all things necessary to cause the creation, authorization, execution and delivery of this Indenture and the creation, authorization, execution and issuance of the Series 2019 Bonds, subject to the terms of this Indenture,have in all respects been duly authorized; 4819-7089-8566.4 NOW,THEREFORE,THIS INDENTURE OF TRUST WITNESSETH: GRANTING CLAUSES That the City in consideration of the premises, the acceptance by the Trustee of the trusts created hereby and the purchase and acceptance of the Series 2019 Bonds by the owners thereof, and of the sum of one hundred dollars, lawful money of the United States of America, to it duly paid by the Trustee at or before the execution and delivery of these presents, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, in order to secure the payment of the principal of, premium, if any, and interest on the Series 2019 Bonds according to their tenor and effect, and to secure the performance and observance by the City of all the covenants expressed or implied herein and in the Series 2019 Bonds, does hereby pledge and assign, and grant a security interest in,the following to the Trustee, and its successors in trust and assigns forever, to secure the performance of the obligations of the City hereinafter set forth; GRANTING CLAUSE FIRST All right,title and interest of the City in and to the Special Taxes(defined below)and any monies held under this Indenture by the Trustee, including the proceeds of the Series 2019 Bonds and the interest,profits and other income derived from the investment thereof other than amounts held by the Trustee in the Administrative Expense Fund and the Rebate Fund; GRANTING CLAUSE SECOND All funds, monies, property and security and any and all other rights and interests in property whether tangible or intangible from time to time hereafter by delivery or by writing of any kind, conveyed, mortgaged, pledged, assigned or transferred as and for additional security hereunder for the Series 2019 Bonds by the City or by anyone on its behalf or with its written consent [including without limitation the Bond Insurance Policy and the proceeds paid thereunder], to the Trustee, which is hereby authorized to receive any and all such property at any and all times and to hold and apply the same subject to the terms hereof, TO HAVE AND TO HOLD, all and singular the Trust Estate, whether now owned or hereafter acquired, unto the Trustee and its respective successors in said trust and assigns forever; IN TRUST NEVERTHELESS, upon the terms and trust herein set forth for the equal and proportionate benefit, security and protection of all present and future owners of the Series 2019 Bonds from time to time issued under and secured by this Indenture without privilege, priority or distinction as to the lien or otherwise of any of the Series 2019 Bonds over any of the other Series 2019 Bonds (except as otherwise provided herein); PROVIDED, HOWEVER,that if the City, its successors or assigns, shall pay, or cause to be paid, the principal of, premium, if any, and interest on the Series 2019 Bonds due or to become due thereon, at the times and in the manner mentioned in the Series 2019 Bonds according to the true intent and meaning thereof, and shall cause the payments to be made on the Series 2019 Bonds as required under this Indenture, or shall provide, as permitted hereby, for the 2 4819-7089-8566.4 payment thereof by depositing with the Trustee the entire amount due or to become due thereon and shall cause to be kept, performed and observed all of its covenants and conditions pursuant to the terms of this Indenture, and shall pay or cause to be paid all sums of money due or to become due in accordance with the terms and provisions hereof, then upon the final payment thereof, this Indenture and the rights hereby granted shall cease, determine and be void; otherwise this Indenture is to be and remain in full force and effect. THIS INDENTURE OF TRUST FURTHER WITNESSETH, and it is expressly declared, that all Series 2019 Bonds issued and secured hereunder are to be issued, authenticated and delivered and all said property, rights and interests, and amounts hereby assigned and pledged are to be dealt with and disposed of under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as herein expressed, and the City has agreed and covenanted, and does hereby agree and covenant with the Trustee and with the respective owners of the Series 2019 Bonds as follows: ARTICLE 1 STATUTORY AUTHORITY AND DEFINITIONS Section 1.1 Authority for this Indenture. This Indenture is entered into pursuant to the powers of the City pursuant to Part 6 of Section 7 of Article VII of the 1970 Constitution of the State of Illinois and pursuant to the respective provisions of the Special Service Area Act, the Local Government Debt Reform Act and the Bond Ordinance. Section 1.2 Agreement for Benefit of Owners of the Series 2019 Bonds. The provisions, covenants and agreements to be performed by or on behalf of the City under this Indenture shall be for the equal benefit, protection and security of the Bondholders except as otherwise expressly provided herein. All of the Series 2019 Bonds, without regard to the time or times of their issuance or maturity, shall be of equal rank without preference, priority or distinction of any of the Series 2019 Bonds over any other of the Series 2019 Bonds, except as expressly provided in or permitted by this Indenture. The Trustee may become the owner of any of the Series 2019 Bonds in its own or any other capacity with the same rights it would have if it were not the Trustee. Section 1.3 Definitions. Unless the context otherwise requires, the terms defined in this Section 1.3 shall, for all purposes of the Indenture, of any Supplemental Indenture, and of any certificate, opinion or other document mentioned in this Indenture, have the meanings specified below. All references in this Indenture to "Articles," "Sections" and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Indenture, and the words "herein," "hereof," "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or subdivision of this Indenture. "Administrative Expenses" means the following actual or reasonably estimated costs permitted in accordance with the Special Service Area Act and directly related to the administration of the Special Service Area and the Series 2019 Bonds as determined by the City or the Consultant on its behalf: the costs of computing the Special Taxes and of preparing the annual Special Tax collection schedules and the amended Special Tax Roll; the costs of 3 4819-7089-8566.4 collecting the Special Taxes (whether by the City, the County or otherwise), the costs of remitting the Special Taxes to the Trustee; the costs of the Trustee and any fiscal agent (including its legal counsel) in the discharge of the duties required of it under this Indenture or any trustee or fiscal agent agreement; the costs of applying for and maintaining ratings from any nationally recognized rating agency; [the fees and expenses of any Bond Insurer required to be paid by the City to the Bond Insurer pursuant to the provisions of this Indenture]; the costs of the Rebate Consultant; the costs of the City or its designee in complying with disclosure requirements of applicable federal and state securities laws and of the Special Service Area Act, including, but not limited to, public inquiries regarding the Special Taxes, any termination payments owed by the City in connection with any guaranteed investment contract, forward purchase agreement or other investment of funds held under this Indenture; the costs associated with the release of funds from any escrow account or fund held under this Indenture; and amounts advanced by the City for any other administrative purposes of the Special Service Area, including the costs of computing Special Tax prepayment amounts, recordings related to the prepayment, discharge or satisfaction of Special Tax; the costs of commencing foreclosure and pursuing collection of delinquent Special Tax; the administrative costs associated with upgrading the software utilized by Kendall County needed to levy the Special Taxes and the reasonable fees of legal counsel of the City or the Trustee incurred in connection with any of the foregoing. "Administrative Expense Fund" means the fund by that name established pursuant to Section 6.4 of this Indenture. "Administrative Services Agreement" means the Agreement for Administrative Services entered into as of the date hereof between the City and the Consultant. "Authorized Denomination" means denominations of $5,000 and integral multiples of $1,000 in excess thereof. "Authorized Officer" means the Mayor,the City Clerk,the Treasurer, or any other officer designated as such pursuant to a certificate of the Mayor delivered to the Trustee. "Beneficial Owner" means, when the Series 2019 Bonds are in a book-entry system, any person who acquires a beneficial ownership interest in a Series 2019 Bond held by DTC. "Bond and Interest Fund" means the fund by that name established pursuant to Section 6.1 of this Indenture. ["Bond Insurance Policy"means the municipal bond insurance policy issued by the Bond Insurer guaranteeing the scheduled payment of principal of and interest on the Series 2019 Bonds when due.] ["Bond Insurer" means a or any successor thereto or assignee thereof.] "Bond Registrar"means Amalgamated Bank of Chicago and its successors or assigns. "Bondholder," "Holder" or "Owner" means the person in whose name such Series 2019 Bond is registered in the bond register maintained by the Bond Registrar. 4 4819-7089-8566.4 "Business Day" means a day on which banks in Chicago, Illinois, and New York, New York are open to transact business. "City"means the United City of Yorkville, Kendall County, Illinois. "Code"means the Internal Revenue Code of 1986, as amended. "Consultant" means David Taussig & Associates, Inc., and its successors and assigns or any other firm selected by the City to assist it in administering the Special Service Area and the extension and collection of Special Taxes pursuant to the Special Tax Roll and Report. "Continuing Disclosure Agreement" means the Continuing Disclosure Agreement between the City and the Dissemination Agent named therein. "Corporate Authorities" means the Mayor and City Council of the City. "Costs of Issuance Account" means the account by that name established pursuant to Section 6.4 of this Indenture. "County"means Kendall County, Illinois. "Defeasance Securities" means any bond or other obligations which, as to both principal and interest, constitute direct obligations of, or the timely payment of which are unconditionally guaranteed by, the United States of America, and any certificates or any other evidences of an ownership interest in obligations or in specified portions thereof(which may consist of specified portions of the interest thereon) of the character described in this definition. "Depository Participant" shall have the meaning given that term in Section 2.10 of this Indenture. "Disbursement Request" means a request from the City signed by an Authorized Officer requesting a disbursement of amounts held in the Cost of Issuance Account in the form attached hereto as Exhibit D. "DTC"means The Depository Trust Company,New York,New York. "Establishing Ordinance"means Ordinance No. 2003-56 adopted on August 12, 2003. "Event of Default" shall have the meaning given that term in Section 8.1 of this Indenture. "Foreclosure Proceeds" means the proceeds of any redemption or sale of property in the Special Service Area sold as the result of a foreclosure action of the lien of the Special Taxes. "Government Securities" means bonds, notes, certificates of indebtedness, treasury bills or other securities constituting direct obligations of the United States of America and all securities and obligations, the prompt payment of principal of and interest on which is guaranteed by a pledge of the full faith and credit of the United States of America. 5 4819-7089-8566.4 "Indenture" means this Trust Indenture dated as of 1, 2019 between the City and the Trustee, as amended and supplemented from time to time. "Indirect Participant" shall have the meaning given that term in Section 2.10 of this Indenture. "Interest Payment Date" means March 1 and September 1 of each year commencing on September 1, 2019. "Letter of Representations" means the Blanket Issuer Letter of Representations dated August 29, 2002 from the City to DTC, as amended from time to time. "Local Government Debt Reform Act" means the Local Government Debt Reform Act, 30 ILCS §350/1 et seq., as amended. "Maximum Parcel Special Tax" shall have the meaning given that term in the Special Tax Roll and Report. "Official Statement" means the Official Statement dated , 2019 relating to the Bonds. "Parcel"shall have the meaning given that term in the Special Tax Roll and Report. "Prior Bonds" means the Series 2003 Bonds. "Purchase Contract" means the Bond Purchase Agreement dated 2019 between the Purchaser and the City. "Purchaser"means D.A. Davidson&Co. "Qualified Investments" means, to the extent permitted by then applicable Illinois law, the following: (a) Government Securities; (b) bonds, notes, debentures, or other similar obligations of the United States of America or its agencies, rated in the highest general classification established by a rating service of nationally recognized expertise in rating such obligations, including (i) federal land banks, federal intermediate credit banks, banks for cooperative, federal farm credit banks, or any other entity authorized to issue debt obligations under the Farm Credit Act of 1971 (12 U.S.C. 2001 et seq.); (ii) the federal home loan banks and the federal home loan mortgage corporation; and(iii) any other agency created by Act of Congress; (c) interest bearing certificates of deposit, interest bearing savings accounts, interest bearing time deposits, or other investments constituting direct obligations of any bank as defined by the Illinois Banking Act which are insured by the Federal Deposit Insurance Corporation; 6 4819-7089-8566.4 (d) money market mutual funds registered under the Investment Company Act of 1940 as amended (including those of an affiliate of the Trustee for which the Trustee or any of its affiliates provides management advisory or other services) invested solely in obligations listed in paragraph (a) and (b) above including any mutual fund from which the Trustee or any of its affiliates may receive compensation; together with such other investments as shall from time to time be lawful for the investment of City funds and shall be approved by the holders of not less than fifty-one percent (51%) of aggregate principal amount of Series 2019 Bonds outstanding; provided that "Qualified Investments" shall not include a financial instrument, commonly known as a"derivative,"whose performance is derived, at least in part, from the performance of any underlying asset, including, without limitation, futures, options on securities, options on futures, forward contracts, swap agreements, structured notes and participations in pools of mortgages or other assets. "Rebate Consultant" means an entity selected by the City expert in the calculation of rebate amounts pursuant to Section 148 of the Internal Revenue Code of 1986, as amended. If at any time the Rebate Consultant resigns or is removed, and the City shall not have appointed a successor within 30 days,the Rebate Consultant shall be an entity selected by the Trustee. "Rebate Fund" means the fund by that name established pursuant to Section 6.5 of this Indenture. "Rebate Requirement" shall have the meaning given that term in Section 7.1(b) of this Indenture. "Record Date"means the fifteenth day of the month preceding an Interest Payment Date. "Reserve Fund" means the fund by that name created pursuant to Section 6.2 of this Indenture. "Reserve Fund Credit" shall have the meaning given that term in Section A of Exhibit B to the Special Tax Roll and Report. "Reserve Requirement" means an amount equal to $ as adjusted for prepayments as set forth in Section 6.1 of this Indenture. "Series 2019 Bonds" means the City's Special Service Area Numbers 2003-101 in the aggregate principal amount of$ "Special Redemption Account" means the account by that name established pursuant to Section 6.1 of this Indenture. "Special Service Area" means United City of Yorkville Special Service Area Number 2003-101, described more fully in Exhibit A to this Indenture. "Special Service Area Act"means the Special Service Area Tax Law, 35 ILCS §200/27-5 et seq., as amended. 7 4819-7089-8566.4 "Special Services" means the improvements benefiting the Special Service Area consisting of engineering, soil testing and appurtenant work, mass grading and demolition, storm water management facilities, storm drainage systems and storm sewers, site clearing and tree removal,public water facilities, sanitary sewer facilities, erosion control measures, roads, streets, curbs, gutters, street lighting; traffic controls, sidewalks, equestrian paths and related street improvements, and equipment and materials necessary for the maintenance thereof, landscaping, wetland mitigation and tree installation, costs for land and easement acquisitions relating to any of the foregoing improvements, required tap-on and related fees for water or sanitary sewer services and other eligible costs to serve the Special Service Area. "Special Tax Requirement" means the "Special Tax Requirement' as defined in Section II of the Special Tax Roll and Report, provided that credit may be given for any amounts on deposit in the Funds and Accounts created by this Indenture and available to pay the Special Tax Requirement. "Special Tax Roll" means the special tax roll for the payment of the Series 2019 Bonds established and amended from time to time pursuant to the Special Tax Roll and Report. "Special Tax Roll and Report" means the United City of Yorkville Special Service Area Number 2003-101 Special Tax Roll and Report including all exhibits attached thereto, prepared by the Consultant as amended from time to time. "Special Taxes" means the taxes levied by the City on all taxable real property within the Special Service Area pursuant to the Special Tax Roll and this Indenture. "Supplemental Indenture" means an indenture adopted by the Corporate Authorities of the City as provided in Article 10 hereof which amends or supplements this Indenture. "Tax Agreement" or "Tax Agreements" means the Tax Compliance Agreement of the City dated the date of issuance and delivery of the Series 2019 Bonds, as amended from time to time. "Trustee" means Amalgamated Bank of Chicago, Chicago, Illinois and its successors and assigns. "Trust Estate" means the property conveyed to the Trustee pursuant to the Granting Clauses of this Indenture. ARTICLE 2 BOND DETAILS Section 2.1 Purpose of Issuance; Amount of Series 2019 Bonds. The sum of $ shall be borrowed by the City pursuant to the Special Service Area Act and the Local Government Debt Reform Act for the purpose of paying a portion of the costs of refunding the Prior Bonds, including the costs of the City in connection with the issuance of the Series 2019 Bonds, deposits to the Reserve Fund and the Administrative Expense Fund. In evidence of such borrowing, Series 2019 Bonds in the aggregate principal amount of $ shall be 8 4819-7089-8566.4 issued as provided in this Indenture. The total principal amount of Bonds that may be issued pursuant to this Indenture is $ Section 2.2 Form; Denominations; Numbers. The Series 2019 Bonds shall be issued only in fully registered form without coupons and in the denominations of$5,000 and integral multiples of$1,000 in excess of that sum. Section 2.3 Date of Bonds: CUSIP Identification Numbers. The Series 2019 Bonds shall be dated as of the date of delivery of the Series 2019 Bonds to the Purchaser upon original issuance. CUSIP identification numbers shall be imprinted on the Series 2019 Bonds, provided that any failure on the part of the City or the Trustee to use such CUSIP numbers in any notice to any Bondholders shall not constitute an event of default or any violation of the City's contract with such Bondholders and shall not impair the effectiveness of such notice. Section 2.4 Maturity; Interest Rate. The Series 2019 Bonds shall mature and become payable on the date and in the amount and shall bear interest at the rate set forth below: (March 1) Interest Year Amount Rate 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 Section 2.5 Interest. The Series 2019 Bonds shall bear interest at the rates set forth in Section 2.4 payable on the Interest Payment Dates in each year with the first Interest Payment Date being September 1, 2019. Interest on the Series 2019 Bonds shall be calculated on the basis of a 360-day year composed of twelve 30-day months. Each Series 2019 Bond shall bear interest from the Interest Payment Date next preceding the date of authentication of such Series 2019 Bond unless (i) it is authenticated on an Interest Payment Date, in which event it shall bear interest from such date of authentication, or (ii) it is authenticated prior to an Interest Payment Date and after the close of business on the Record Date preceding such Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or(iii) it is authenticated prior to the Record Date preceding the first Interest Payment Date, in which event it shall bear interest from its dated date; provided, however, that if at the time of authentication of a Series 2019 Bond, interest is in default on such Series 2019 Bond, such Series 2019 Bond shall bear interest 9 4819-7089-8566.4 from the Interest Payment Date to which interest had previously been paid or made available for payment on such Series 2019 Bond. Section 2.6 Form of Series 2019 Bonds; Execution, Authentication. The Series 2019 Bonds shall be in substantially the form set forth in Exhibit B to this Indenture. Each Series 2019 Bond shall be executed by the manual or facsimile signature of the Mayor and the manual or facsimile signature of the City Clerk and shall have the corporate seal of the City affixed to it (or a facsimile of that seal printed on it). The Mayor and the City Clerk(if they have not already done so) are authorized and directed to file with the Illinois Secretary of State their manual signatures certified by them pursuant to the Uniform Facsimile Signatures of Public Officials Act, as amended, which shall authorize the use of their facsimile signatures to execute the Series 2019 Bonds. Each Series 2019 Bond so executed shall be as effective as if manually executed. In case any officer of the City whose signature or a facsimile of whose signature shall appear on the Series 2019 Bonds shall cease to be such officer before authentication and delivery of any of the Series 2019 Bonds, that signature or facsimile signature shall nevertheless be valid and sufficient for all purposes,the same as if the officer had remained in office until delivery. No Series 2019 Bond shall be valid for any purpose unless and until a certificate of authentication on that Series 2019 Bond substantially in the form set forth in the bond form in Exhibit B to this Indenture shall have been duly executed by the Trustee appointed by this Indenture as authenticating agent of the City. Execution of that certificate upon any Series 2019 Bond shall be conclusive evidence that the Series 2019 Bond has been authenticated and delivered under this Indenture. Section 2.7 Payment of the Series 2019 Bonds. The Series 2019 Bonds shall be payable in lawful money of the United States at the office of the Trustee. The principal of each Series 2019 Bond shall be payable at maturity upon presentment of the Series 2019 Bond at the office of the Trustee. Interest on each Series 2019 Bond shall be payable on each Interest Payment Date by check or draft of the Trustee mailed to the person in whose name that Series 2019 Bond is registered on the books of the Bond Registrar at the close of business on the Record Date. During such time as the Series 2019 Bonds are registered so as to participate in a securities depository system with DTC, principal of and interest and redemption premium on each Series 2019 Bond shall be payable by wire transfer pursuant to instructions from DTC. Section 2.8 Appointment of Trustee. Amalgamated Bank of Chicago, Chicago, Illinois, is appointed Trustee and Bond Registrar for the Series 2019 Bonds. Section 2.9 Reeistration of Series 2019 Bonds; Persons Treated as Owners. The Series 2019 Bonds shall be negotiable, subject to the following provisions for registration and registration of transfer. The City shall maintain books for the registration of the Series 2019 Bonds at the office of the Bond Registrar. Each Series 2019 Bond shall be fully registered on those books in the name of its owner, as to both principal and interest. Transfer of each Series 2019 Bond shall be registered only on those books upon surrender of that Series 2019 Bond to the Bond Registrar by the registered owner or his or her attorney duly authorized in writing together with a written instrument of transfer satisfactory to the Bond Registrar duly executed by the registered owner or his or her duly authorized attorney. Upon surrender of a Series 2019 Bond for registration of transfer, the City shall execute, the Trustee shall authenticate, and the 10 4819-7089-8566.4 Bond Registrar shall deliver, in the name of the transferee, one or more new Series 2019 Bonds of the same aggregate principal amount and of the same maturity as the Series 2019 Bond surrendered. Series 2019 Bonds may be exchanged, at the option of the registered owner, for an equal aggregate principal amount of Series 2019 Bonds of the same maturity of any other Authorized Denominations, upon surrender of those Series 2019 Bonds at the office of the Bond Registrar with a written instrument of transfer satisfactory to the Bond Registrar duly executed by the registered owner or his or her duly authorized attorney. In all cases in which the privilege of exchanging or transferring Series 2019 Bonds is exercised, the City shall execute, the Trustee shall authenticate, and the Bond Registrar shall deliver, Series 2019 Bonds in accordance with the provisions of this Indenture. All Series 2019 Bonds surrendered in any exchange or transfer shall be canceled immediately by the Bond Registrar. For every exchange or registration of transfer of Series 2019 Bonds, the City or the Bond Registrar may make a charge sufficient to reimburse it for any tax, fee or other governmental charge, other than one imposed by the City, required to be paid with respect to that exchange or registration of transfer, and payment of that charge by the person requesting exchange or registration of transfer shall be a condition precedent to that exchange or registration of transfer. No other charge may be made by the City or the Bond Registrar as a condition precedent to exchange or registration of transfer of any Series 2019 Bond. The Bond Registrar shall not be required to exchange or register the transfer of any Series 2019 Bond following the close of business on the 15th day of the month preceding any Interest Payment Date on such Series 2019 Bond, nor to transfer or exchange any Series 2019 Bond after notice calling such Series 2019 Bond for redemption has been mailed, nor during a period of 15 days next preceding mailing of a notice of redemption of any Series 2019 Bonds. The City,the Trustee and the Bond Registrar may treat the registered owner of any Series 2019 Bond as its absolute owner, whether or not that Series 2019 Bond is overdue, for the purpose of receiving payment of the principal of or interest on that Series 2019 Bond and for all other purposes, and neither the City, the Bond Registrar nor the Trustee shall be affected by any notice to the contrary. Payment of the principal of and interest on each Series 2019 Bond shall be made only to its registered owner, and all such payments shall be valid and effective to satisfy the obligation of the City on that Series 2019 Bond to the extent of the amount paid. Section 2.10 Global Form; Securities Depository. It is intended that the Series 2019 Bonds be registered so as to participate in a securities depository system with DTC, as set forth herein. The Series 2019 Bonds shall be initially issued in the form of a single fully registered Series 2019 Bond for each of the maturities as established in Section 2.4 of this Indenture. Upon initial issuance, the ownership of the Series 2019 Bonds shall be registered in the name of Cede & Co., or any successor thereto, as nominee for DTC. The City and the Trustee are authorized to execute and deliver such letters to or agreements with DTC as shall be necessary to effectuate the securities depository system of DTC, including the Letter of Representations. With respect to Series 2019 Bonds registered in the name of Cede & Co., as nominee of DTC, the City,the Bond 11 4819-7089-8566.4 it Registrar and the Trustee shall have no responsibility or obligation to an broker-dealer, bank or p Y g Y , other financial institution for which DTC holds Series 2019 Bonds from time to time as securities depository (each such broker-dealer, bank or other financial institution being referred to herein as a "Depository Participant") or to any person on behalf of whom such a Depository Participant holds an interest in the Series 2019 Bonds (each such person being herein referred to as an "Indirect Participant"). Without limiting the immediately preceding sentence, the City, the Bond Registrar and the Trustee shall have no responsibility or obligation with respect to (a) the accuracy of the records of DTC, Cede & Co., or any Depository Participant with respect to the ownership interest in the Series 2019 Bonds, (b) the delivery to any Depository Participant or any Indirect Participant or any other person, other than a registered owner of a Series 2019 Bond, of any notice with respect to the Series 2019 Bonds, including any notice of redemption or (c)the payment to any Depository Participant or Indirect Participant or any other person, other than a registered owner of a Series 2019 Bond, of any amount with respect to principal of, premium, if any, or interest on, the Series 2019 Bonds. While in the securities depository system of DTC, no person other than Cede & Co., or any successor thereto, as nominee for DTC, shall receive a Series 2019 Bond certificate with respect to any Series 2019 Bond. Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions of this Indenture with respect to the payment of interest by the mailing of checks or drafts to the registered owners of Series 2019 Bonds at the close of business on the record date applicable to any interest payment date, the name "Cede& Co." in this Indenture shall refer to such new nominee of DTC. In the event that (a) the City determines that DTC is incapable of discharging its responsibilities described herein and in the Letter of Representations, (b) the Letter of Representations shall be terminated for any reason or(c) the City determines that it is in the best interests of the Beneficial Owners of the Series 2019 Bonds that they be able to obtain certificated Series 2019 Bonds, the City shall notify DTC of the availability through DTC of Series 2019 Bond certificates and the Series 2019 Bonds shall no longer be restricted to being registered in the name of Cede & Co., as nominee of DTC. At that time,the City may determine that the Series 2019 Bonds shall be registered in the name of and deposited with a successor depository operating a securities depository system, as may be acceptable to the City or such depository's agent or designee, and if the City does not select such alternate securities depository system then the Series 2019 Bonds may be registered in whatever name or names registered owners of Bonds transferring or exchanging Series 2019 Bonds shall designate, in accordance with the provisions hereof. Notwithstanding any other provisions of this Indenture to the contrary, so long as any Series 2019 Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of, premium, if any, and interest on the Series 2019 Bonds and all notices with respect to the Series 2019 Bonds shall be made and given, respectively, in the manner provided in the Letter of Representations. Section 2.11 Additional Bonds. Only the Series 2019 Bonds will be issued under this Indenture. No additional bonds will be issued that are secured by a pledge of the Special Taxes other than bonds or other obligations issued for the purpose of refunding all or a portion of the Series 2019 Bonds. 12 4819-7089-8566.4 ARTICLE 3 REDEMPTION OF SERIES 2019 BONDS Section 3.1 [Mandatory Sinking Fund Redemption. The Series 2019 Bonds maturing on March 1, are subject to mandatory redemption by operation of the provisions of this Section 3.1 and Section 3.5 from amounts on deposit in the Bond and Interest Fund, in part and randomly, at the Redemption Price equal to the principal amount thereof to be redeemed,without Bond Premium, on March 1 of the years and in the amounts as follows: Redemption Date Principal March 1 Amount The City covenants that it will redeem the Series 2019 Bonds pursuant to the mandatory sinking fund redemption requirements for the Series 2019 Bonds to the extent amounts are on deposit in the Bond and Interest Fund. Proper provision for mandatory redemption having been made,the City covenants that the Series 2019 Bonds so selected for redemption shall be payable upon redemption and taxes have been levied and will be collected as provided herein and in the Bond Ordinance for such purposes.] Section 3.2 Optional Redemption. The Series 2019 Bonds are subject to optional redemption prior to maturity at the option of the City, in whole or in part, on any date on or after March 1, 2027, at a redemption price of par plus accrued and unpaid interest to the date of redemption. Any optional redemption of Series 2019 Bonds in part shall be applied, to the extent possible, to reduce pro rata the amount of Series 2019 Bonds maturing [or required to be redeemed by mandatory sinking fund redemption pursuant to Section 3.1 of this Indenture], and so as to maintain the proportion of principal maturing [or subject to mandatory sinking fund redemption] in each year to the total original principal amount of Series 2019 Bonds. Section 3.3 Mandatory Redemption upon Condemnation and Change in Density. (a) The Series 2019 Bonds, are subject to mandatory redemption on any Interest Payment Date, in part, at a redemption price equal to the principal amount to be redeemed, together with accrued interest to the date fixed for redemption, without premium, from amounts in the Bond and Interest Fund consisting of the proceeds received by the City in connection with a condemnation of any of the Special Services or any other property dedicated to, or owned by, the City within the Special Service Area and allocable to the Series 2019 Bonds as determined by the Consultant and which proceeds are not used by the City to rebuild the Special Services. 13 4819-7089-8566.4 (b) The Series 2019 Bonds are subject to mandatory redemption on any Interest Payment Date, in whole or in part, at a redemption price equal to the principal amount to be redeemed, together with accrued interest to the date fixed for redemption, without premium, in the event the Consultant notifies the Trustee of a mandatory prepayment of the Special Taxes upon a reduction in the Maximum Parcel Special Taxes as a result of a reduction in the number of single family, condominium or townhome dwelling units within the Special Service Area as set forth in the final plat or plats of subdivision approved by the City or any other event that reduces the total of the Maximum Parcel Special Tax as described in, and in the amounts set forth in, Section VI G of the Special Tax Roll and Report and Exhibit B thereto. Any mandatory redemption of the Series 2019 Bonds pursuant to this Section 3.3 shall be applied, to the extent possible, to reduce pro rata the amount of Series 2019 Bonds maturing [or required to be redeemed by mandatory sinking fund redemption pursuant to Section 3.1 of this Indenture] and so as to maintain the proportion of principal maturing [or subject to mandatory sinking fund redemption] in each year to the total original principal amount of the Series 2019 Bonds. Section 3.4 Special Mandatory Redemption from Optional Prepayment of Special Tax. The Series 2019 Bonds are also subject to mandatory redemption on any March 1, June 1, September 1, or December 1, in part, from optional prepayments of the Special Taxes from amounts available for disbursement from the Special Redemption Account pursuant to Section 6.1(d) and from amounts transferred from the Reserve Fund to the Special Redemption Account pursuant to Section 6.1(d), at a redemption price (expressed as a percentage of the principal amount of the Series 2019 Bonds to be redeemed), as set forth below, together with accrued interest on such Series 2019 Bonds to the date fixed for redemption: Redemption Redemption Dates Prices On or prior to February 28, 2026 102% March 1,2026 through February 28, 2027 101 March 1, 2027 and thereafter 100 Any special mandatory redemption of the Series 2019 Bonds pursuant to this Section 3.4 shall be applied, to the extent possible, to reduce pro rata the amount of Series 2019 Bonds maturing [or required to be redeemed by mandatory sinking fund redemption pursuant to Section 3.1 of the Indenture] and so as to maintain the proportion of principal maturing [or subject to mandatory sinking fund redemption] in each year to the total original principal amount of Series 2019 Bonds. Section 3.5 Redemption Provisions; Notice of Redemption. If less than all the Series 2019 Bonds of any maturity are to be redeemed on any redemption date, the Bond Registrar appointed in this Indenture shall assign to each Series 2019 Bond of the maturity to be redeemed a distinctive number for each $1,000 of principal amount of that Series 2019 Bond. The Bond Registrar shall then select by lot from the numbers so assigned, using such method as it shall deem proper in its discretion, as many numbers as, at $1,000 per number, shall equal the principal amount of Series 2019 Bonds of that maturity to be redeemed; provided that following any redemption, no Series 2019 Bond shall be outstanding in an amount less than the minimum 14 4819-7089-8566.4 Authorized Denomination except [(a) as necessary to effect the mandatory sinking fund redemption of Series 2019 Bonds as provided in Section 3.1 hereof or (b)] to effect a special mandatory redemption from optional prepayments when the total aggregate principal amount of Bonds outstanding is $5,000 or less. Notice of the redemption of any Series 2019 Bonds, which by their terms shall have become subject to redemption, shall be given to the registered owner of each Series 2019 Bond or portion of a Series 2019 Bond called for redemption not less than 30 or more than 60 days before any date established for redemption of Series 2019 Bonds, by the Bond Registrar, on behalf of the City, by first class mail sent to the registered owner's last address, if any, appearing on the registration books kept by the Bond Registrar. All notices of redemption shall include at least the designation, date and maturities of Series 2019 Bonds called for redemption, CUSIP Numbers, if available, and the date of redemption. In the case of a Series 2019 Bond to be redeemed in part only, the notice shall also specify the portion of the principal amount of the Series 2019 Bond to be redeemed. The mailing of the notice specified above to the registered owner of any Series 2019 Bond shall be a condition precedent to the redemption of that Series 2019 Bond, provided that any notice which is mailed in accordance with this Indenture shall be conclusively presumed to have been duly given whether or not the owner received the notice. The failure to mail notice to the owner of any Series 2019 Bond, or any defect in that notice, shall not affect the validity of the redemption of any other Series 2019 Bond for which notice was properly given. With respect to an optional redemption of any Series 2019 Bonds, unless moneys sufficient to pay the principal of, redemption premium, if any, and interest on the Series 2019 Bonds to be redeemed shall have been received by the Trustee prior to the giving of such notice of redemption, such notice may, at the option of the City, state that said redemption shall be conditional upon the receipt of such moneys by the Trustee on or prior to the date fixed for redemption. If such moneys are not received, such notice shall be of no force and effect,the City shall not redeem such Series 2019 Bonds and the Trustee shall give notice, in the same manner in which the notice of redemption was given, that such moneys were not so received and that such Series 2019 Bonds will not be redeemed. Section 3.6 Purchase in Lieu of Redemption. In lieu of redemption as provided in this Article 3, moneys in the Bond and Interest Fund may be used and withdrawn by the City, [subject to the prior written consent of the Bond Insurer,] for the purchase of outstanding Series 2019 Bonds, at public or private sale as and when, and at such prices (including brokerage and other charges) as the City may provide, but in no event may Series 2019 Bonds be purchased at a price in excess of the principal amount of such Series 2019 Bonds, plus interest accrued to the date of purchase and any premium which would otherwise be due if such Series 2019 Bonds were to be redeemed in accordance with this Indenture. ARTICLE 4 APPLICATION OF PROCEEDS Section 4.1 Application of Proceeds. The proceeds of the sale of the Series 2019 Bonds in the amount of$ , which is net of underwriter's discount in the amount of$ plus original issue premium in the amount of$ [and net of the 15 4819-7089-8566.4 amount of$ which shall be paid by the Purchaser on behalf of the Issuer to the Bond Insurer, for the premium owed for the Bond Insurance Policy], and shall be applied as follows immediately upon receipt of the purchase price: 1. The amount of $ shall be transferred to U.S. Bank National Association, as trustee for the Prior Bonds, to be deposited into the Bond and Interest Fund for such bonds and used, together with other funds on deposit therein, to currently refund the Outstanding Prior Bonds at a Redemption Price equal to 100%of the principal amount of bonds to be redeemed, plus all accrued interest thereon to the , 2019 redemption date. 2. The amount of$ shall be deposited in the Reserve Fund. 3. The amount of $ shall be deposited in the Costs of Issuance Account of the Administrative Expense Fund. 4. The amount of $ shall be deposited into the Administrative Expense Fund to be used to pay Administrative Expenses. All amounts received upon the sale of the Series 2019 Bonds, together with all interest and other investment earnings on those amounts, are appropriated and set aside for the purposes for which the Series 2019 Bonds are being issued as set forth in this Indenture. ARTICLE 5 SECURITY FOR THE SERIES 2019 BONDS Section 5.1 Limited Oblijzations. The Series 2019 Bonds shall constitute limited obligations of the City, payable from the Special Taxes and other moneys deposited in the Funds and Accounts established pursuant to Article 6 other than the Administrative Expense Fund and the Rebate Fund. The Series 2019 Bonds shall not constitute general obligations of the City and neither the full faith and credit nor the unlimited taxing power of the City shall be pledged as security for payment of the Series 2019 Bonds. Section 5.2 Levy of Special Tax. Pursuant to the Bond Ordinance there has been levied a Special Tax upon all taxable real property within the Special Service Area subject to the Special Taxes sufficient to pay and discharge the principal of the Series 2019 Bonds at maturity or mandatory sinking fund redemption dates and to pay interest on the Series 2019 Bonds for each year at the interest rates set forth in Section 2.4 of this Indenture and to pay estimated Administrative Expenses of the City for each year and to replenish the Reserve Fund to an amount equal to the Reserve Requirement. (a) The City Clerk has been directed to file a certified copy of the Bond Ordinance, and an accurate map of the Special Service Area, with the County Clerk of Kendall County. The Special Taxes shall be computed, extended and collected in accordance with the Special Tax Roll and Report and the Special Tax Roll, and divided among the taxable real property within the Special Service Area in accordance with the terms of the Establishing Ordinance and the Special Tax Roll and Report. It shall be the duty of the City and the City hereby covenants, annually on or before the last Tuesday of December for each of the years 2019 16 4819-7089-8566.4 through 2031 to calculate or cause the Consultant to calculate the Special Tax Requirement; to amend the Special Tax Roll pursuant to Section VI E of the Special Tax Roll and Report and provide the County tax collector with the amended Special Tax Roll; to adopt an ordinance approving the amount of the current calendar year's Special Tax Requirement and abating the Special Taxes levied pursuant to the Bond Ordinance to the extent the taxes levied pursuant to the Bond Ordinance exceed the Special Tax Requirement as calculated by the City pursuant to the Establishing Ordinance and the Special Tax Roll and Report. On or before the last Tuesday of January for each of the years 2020 through 2032 the City shall notify the Trustee of the amount of the Special Tax Requirement and the amount of the Special Taxes to be abated. The City shall take all actions which shall be necessary to provide for the levy, extension, collection and application of the taxes levied by the Bond Ordinance, including enforcement of such taxes by providing the County with such information as is deemed necessary to enable the County to include any property subject to a delinquent Special Tax in the County Collector's annual tax sale and as further provided in Section 7.2(c) hereof; and in the event the tax lien is forfeited at such tax sale upon request of[any Bond Insurer or] a majority of the Bondholders by instituting proceedings, including assigning to the Trustee its right to purchase as a taxing district the unpaid taxes due upon the property all in the manner provided by law; provided, however, that the obligation to purchase unpaid taxes, or institute any proceeding shall only arise in the event the City makes the determination that sufficient funds are on deposit in the Administrative Expense Fund to apply to the purchase of the unpaid taxes and/or pay the costs of any proceeding. The City covenants that to the extent necessary to enforce a prepayment it will adopt a supplemental levy ordinance in the event of a mandatory prepayment of the Special Taxes pursuant to Section VI G of the Special Tax Roll and Report caused by a reduction in the expected number of single family, condominium or townhome dwelling units as set forth in the final plats of subdivision approved by the City, to the extent that the mandatory prepayment amount calculated pursuant to the terms of Exhibit B to the Special Tax Roll and Report exceeds the Special Taxes levied for the year in which the prepayment is due pursuant to the Bond Ordinance. (b) Upon receipt by the Trustee of any prepayment of Special Tax in an amount calculated by the Consultant as being required pursuant to the Special Tax Roll and Report to satisfy the lien on a Parcel within the Special Service Area, the City and the Trustee shall execute a Satisfaction of Tax Lien substantially in the form of Exhibit C hereto, appropriately completed and the Trustee shall deliver the Satisfaction of Tax Lien to the City for filing with the Recorder of Deeds of Kendall County, Illinois. The City shall deliver a copy of each such Satisfaction of Tax Lien to the property owner of record and a copy of the recorded Satisfaction of Tax Lien to the Trustee. ARTICLE 6 FUNDS AND ACCOUNTS Section 6.1 Bond and Interest Fund. (a) There is hereby created and established with the Trustee a separate and special fund of the City established exclusively for paying principal of, interest on and 17 4819-7089-8566.4 redemption premium on the Series 2019 Bonds and which shall be designated as the "Special Service Area Number 2003-101 Special Tax Refunding Bonds Bond and Interest Fund" (the "Bond and Interest Fund"). Upon receipt by the Trustee, the Special Taxes and the Foreclosure Proceeds, including any interest and penalties collected in connection with such Special Tax or Foreclosure Proceeds shall be placed in the Bond and Interest Fund. The City may provide for the County to transmit directly to the Trustee for deposit to the Bond and Interest Fund any Special Tax collected by the County. In addition, proceeds received by the City in connection with a condemnation of any of the Special Services or any other property owned by or dedicated to the City within the Special Service Area and allocable to the Series 2019 Bonds as determined by the Consultant which is not used to rebuild the Special Services shall be deposited in the Bond and Interest Fund. Moneys deposited in the Bond and Interest Fund and investments of the Bond and Interest Fund shall never be commingled with or loaned to any other funds of the City. All interest and other investment earnings on the Bond and Interest Fund shall become, when received, a part of the Bond and Interest Fund. When the amount of condemnation proceeds deposited to the Bond and Interest Fund equals $1,000 or more, such amount shall be used to redeem Series 2019 Bonds pursuant to Section 3.3 of this Indenture on the next Interest Payment Date. Any amounts representing condemnation proceeds which remain on deposit in the Bond and Interest Fund for a continuous period of thirty (30) months and which will not be used to redeem the Series 2019 Bonds on the next Interest Payment Date in accordance with Section 3.3 and this section shall be used to pay debt service on the Series 2019 Bonds on the next Interest Payment Date. (b) Amounts deposited in the Bond and Interest Fund are appropriated for and irrevocably pledged to, and shall be used solely for the purpose of, paying the principal of and interest and redemption premium on the Series 2019 Bonds, or for transfers to the Reserve Fund or the Administrative Expense Fund as permitted by paragraph (c) of this Section 6.1 and by Section 6.2. (c) At any time after September 1 but in no event later than December 1 of each year, the Trustee shall determine the amount needed to pay principal of and interest and redemption premium on the Series 2019 Bonds on March 1 of the next succeeding year. After the Trustee has determined that sufficient amounts are on deposit in the Bond and Interest Fund to pay principal of, interest on and redemption premium due on the Series 2019 Bonds on the next March 1, the Trustee shall notify the City and the Consultant of any excess amounts on deposit in the Bond and Interest Fund, and, at the written direction of the City, shall transfer an amount from the Bond and Interest Fund to the Administrative Expense Fund which the City after consultation with the Consultant has determined will be adequate, together with other amounts in the Administrative Expense Fund or reasonably expected to be transferred to or deposited in such Fund, to pay all Administrative Expenses during the succeeding calendar year. After making such transfer to the Administrative Expense Fund any excess amounts on deposit in the Bond and Interest Fund shall be transferred to the Reserve Fund to the extent necessary to replenish the Reserve Fund to the Reserve Requirement. After (i) making such transfer to the Administrative Expense Fund, and (ii) the Reserve Fund has amounts on deposit equal to the Reserve Requirement, any excess amounts on deposit in the Bond and Interest Fund shall be retained in the Bond and Interest Fund and applied to pay principal and interest coming due on the next succeeding Interest Payment Date. 18 4819-7089-8566.4 (d) There is hereby created within the Bond and Interest Fund established with the Trustee a separate account designated the "Special Redemption Account." Amounts deposited in the Special Redemption Account shall be applied to the redemption of the Series 2019 Bonds pursuant to Section 3.3(b) or Section 3.4 of this Indenture. All prepayments of Special Tax made in accordance with the Special Tax Roll and Report shall be deposited in the Special Redemption Account. Moneys in the Special Redemption Account shall be used exclusively to redeem Series 2019 Bonds pursuant to Section 3.3(b) or Section 3.4 or to pay debt service on the Series 2019 Bonds pursuant to this Section 6.1. In the event of any optional prepayment of Special Tax pursuant to Section 3.4, prior to giving notice of the redemption of Series 2019 Bonds in accordance with Section 3.5 of this Indenture, the Trustee shall transfer from the Reserve Fund to the Special Redemption Account an amount equal to the Reserve Fund Credit upon the direction of the Consultant in accordance with the Special Tax Roll and Report. When the amount on deposit in the Special Redemption Account from amounts deposited pursuant to Section 3.3 equals or exceeds $1,000, such amount shall be used to redeem the Series 2019 Bonds on the next Interest Payment Date in accordance with Section 3.3. On each such Interest Payment Date, the Trustee shall withdraw from the Special Redemption Account and pay to the owners of the Series 2019 Bonds the amounts to redeem the Series 2019 Bonds pursuant to Section 3.3. When the amount on deposit in the Special Redemption Account from amounts deposited pursuant to Section 3.4 equals or exceeds $1,000, such amount shall be used to redeem the Series 2019 Bonds on the next March 1, June 1, September 1 or December 1 in accordance with Section 3.4. On each such redemption date,the Trustee shall withdraw from the Special Redemption Account and pay to the owners of the Series 2019 Bonds the amounts to redeem the Series 2019 Bonds pursuant to Section 3.4. Notwithstanding the foregoing, any amounts contained in the Special Redemption Account for a continuous period of thirty (30) months and which will not be used to redeem the Series 2019 Bonds in accordance with the two immediately preceding sentences shall be used to pay debt service on the Series 2019 Bonds on the next Interest Payment Date. Any amounts contained in the Special Redemption Account on the final maturity date of the Series 2019 Bonds shall be used to pay outstanding debt service on the Series 2019 Bonds. Section 6.2 Reserve Fund. There is hereby created and established with the Trustee a separate and special fund of the City which shall be designated as the "Special Service Area Number 2003-101 Special Tax Refunding Bonds, Reserve Fund" (the "Reserve Fund"), which must be maintained in an amount equal to the Reserve Requirement. The Reserve Requirement shall be an amount equal to $ as adjusted for prepayments pursuant to Section 6.1(d). Amounts deposited in the Reserve Fund shall be used solely for the purpose of (i) making transfers to the Bond and Interest Fund to pay the principal of, including mandatory sinking fund payments, and interest and any premium on, all Series 2019 Bonds when due, in the event that moneys in the Bond and Interest Fund are insufficient therefor without further direction from the City, (ii) making any transfers to the Bond and Interest Fund if the balance in the Reserve Fund exceeds the amount required to redeem all Series 2019 Bonds then outstanding, or (iii) if the amount then on deposit in the Reserve Fund is at least equal to the Reserve Requirement, for transfer in accordance with the next paragraph. On the Business Day prior to each Interest Payment Date, moneys in the Reserve Fund in excess of the Reserve Requirement shall be transferred by the Trustee from the Reserve Fund to 19 4819-7089-8566.4 the Bond and Interest Fund to be used for the payment of principal of and interest and redemption premium on the Series 2019 Bonds on the next following Interest Payment Date. Section 6.3 Reserved. Section 6.4 Administrative Expense Fund. There is hereby created and established with the Trustee a separate and special fund of the City which shall be designated as the "Special Service Area Number 2003-101 Special Tax Refunding Bonds, Administrative Expense Fund" (the "Administrative Expense Fund"). Amounts in the Administrative Expense Fund shall be withdrawn by the Trustee and paid to the City or its order upon receipt by the Trustee of a written request from an Authorized Officer stating the amount to be withdrawn,that such amount is to be used to pay an Administrative Expense, and the nature of such Administrative Expense. There is hereby created within the Administrative Expense Fund established with the Trustee a separate account designated the "Costs of Issuance Account". Amounts deposited into the Cost of Issuance Account shall be used solely for the purpose of paying costs incurred in connection with the issuance of the Series 2019 Bonds. Disbursement from the Costs of Issuance Account shall be made by the Trustee upon receipt of a Written Request from the City in the form of Exhibit D which shall (i) set forth the amount required to be disbursed, the purpose for which the disbursement is to be made, that the disbursement is a proper expenditure from the Costs of Issuance Account, and payment instructions to the Trustee for the amount to be disbursed and (ii) certify that no portion of the amount then being requested to be disbursed was set forth in any previous request for disbursement. On the date which is six months after the date of issuance of the Series 2019 Bonds, the Trustee will transfer all amounts remaining in the Costs of Issuance Account to the Administrative Expense Fund. Section 6.5 Rebate Fund. There is hereby created and established with the Trustee a separate and special fund of the City which shall be designated as the "Special Service Area Number 2003-101 Special Tax Refunding Bonds, Rebate Fund" (the "Rebate Fund"), into which there shall be deposited as necessary investment earnings in the Bond and Interest Fund, the Reserve Fund to the extent required so as to maintain the tax-exempt status of interest on the Series 2019 Bonds all at the direction of the City. All rebates, special impositions or taxes for such purpose payable to the United States of America (Internal Revenue Service) shall be payable from the Rebate Fund at the direction of the City. Section 6.6 Investment of Funds. Moneys on deposit in Funds and Accounts established hereunder may be invested from time to time in Qualified Investments pursuant to and solely at the direction of the City to the Trustee provided that moneys on deposit in the Special Redemption Account shall be invested in Qualified Investments having a maturity of 180 days or less. Except as otherwise expressly provided herein, earnings or losses on such investments shall be attributed to the Fund or Account for which the investment was made. In the event that the Trustee does not receive directions from the City to invest funds held hereunder, the Trustee shall invest such funds in a money market fund which invests in short- term securities issued or guaranteed by the United States Government, its agencies or instrumentalities. The Trustee is hereby authorized to execute purchases and sales of Qualified Investments through the facilities of its own trading or capital markets operations or those of any affiliated entity. 20 4819-7089-8566.4 The Trustee shall send statements to the City and the Consultant on a monthly basis reflecting activity in the funds and accounts established pursuant to this Indenture for the preceding month as required by Section 9.9 of this Indenture. Although the City recognizes that it may obtain a broker confirmation or written statement containing comparable information at no additional cost, the City hereby agrees that confirmations of Qualified Investments are not required to be issued by the Trustee for each month in which a monthly statement is rendered. ARTICLE 7 COVENANTS AND AGREEMENTS OF THE CITY Section 7.1 Tax Covenants. (a) The City covenants with the holders of the Series 2019 Bonds from time to time outstanding that it (i)will take all actions which are necessary to be taken (and avoid any actions which it is necessary to avoid being taken) so that interest on the Series 2019 Bonds will not be or become included in gross income for federal income tax purposes under existing law, including without limitation the Code; (ii) will take all actions reasonably within its power to take which are necessary to be taken (and avoid taking any actions which are reasonably within its power to avoid taking and which are necessary to avoid) so that interest on the Series 2019 Bonds will not be or become included in gross income for federal income tax purposes under the federal income tax laws as in effect from time to time; and (iii) will take no action or permit any action in the investment of the proceeds of the Series 2019 Bonds, amounts in the Bond and Interest Fund or any other funds of the City which would result in making interest on the Series 2019 Bonds subject to federal income taxes by reason of causing the Series 2019 Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code, or direct or permit any action inconsistent with the regulations under the Code as promulgated and as amended from time to time and as applicable to the Series 2019 Bonds. The Mayor, City Clerk and City Treasurer are authorized and directed to take such action as is necessary in order to carry out the issuance and delivery of the Series 2019 Bonds including, without limitation, to make any representations and certifications they deem proper pertaining to the use of the proceeds of the Series 2019 Bonds and moneys in the Funds and Accounts established hereunder in order to establish that the Series 2019 Bonds shall not constitute arbitrage bonds as so defined. (b) The City further covenants as follows with respect to the requirements of Section 148(f) of the Code, relating to the rebate of "excess arbitrage profits" (the "Rebate Requirement")to the United States: (i) Unless an applicable exception to the Rebate Requirement is available to the City,the City will meet the Rebate Requirement. (ii) Relating to applicable exceptions, the City shall make such elections under the Code as it shall deem reasonable and in the best interests of the City. (iii) The City shall, not less frequently than annually, cause a rebate report to be prepared and delivered to the Trustee and upon receipt of such report cause the Trustee to transfer to the Rebate Fund the amount determined to be the 21 4819-7089-8566.4 accrued liability under the Rebate Requirement from other funds held pursuant to this Indenture. The City shall cause to be paid to the United States, without further order or direction from the Corporate Authorities, from time to time as required, amounts sufficient to meet the Rebate Requirement. (iv) Interest earnings in the Bond and Interest Fund and the Reserve Fund are hereby authorized to be transferred, upon written direction from an Authorized Officer, from time to time as required, to the Rebate Fund for the purposes herein provided; and proceeds of the Series 2019 Bonds, investment earnings or amounts on deposit in any of the other funds and accounts created hereunder and any other Fund of the City are also hereby authorized to be used to meet the Rebate Requirement, but only if necessary after application of investment earnings as aforesaid and only as appropriated and directed by the Corporate Authorities. Section 7.2 Levy and Collection of Taxes. The City covenants with the holders of the Series 2019 Bonds from time to time outstanding that: (a) it will take all actions, if any, which shall be necessary, in order further to provide for the levy, extension, collection and application of the taxes levied by this Indenture and the Bond Ordinance including enforcement of the Special Taxes as described in clause (c) below; (b) it will not take any action which would adversely affect the levy, extension, collection and application of the taxes levied by this Indenture and the Bond Ordinance, except to abate those taxes to the extent permitted by this Indenture and the Special Tax Roll and Report; (c) it will comply with all requirements of the Special Service Area Act, the Bond Ordinance and other applicable present and future laws concerning the levy, extension and collection of the taxes levied by this Indenture and the Bond Ordinance; in each case so that the City shall be able to pay the principal of and interest on the Series 2019 Bonds as they come due, replenish the Reserve Fund to the Reserve Requirement and will take all actions necessary to assure the timely collection of the Special Taxes, including without limitation, the enforcement of any delinquent Special Tax by providing the County with such information as is deemed necessary to enable the County to include any property subject to a delinquent Special Tax in the County Collector's annual tax sale and upon receipt of the written request of[the Bond Insurer or] a majority of the Bondholders in the event the tax lien is forfeited at such tax sale, by assigning to the Trustee its right to institute foreclosure proceedings, and/or assigning to the Trustee its right to purchase as a taxing district the unpaid taxes due upon the property all in the manner provided by law; provided, however, that the obligation to purchase unpaid taxes, or institute any proceeding shall only arise in the event the City or the Trustee, as applicable, makes the determination that sufficient funds are on deposit in the Administrative Expense Fund to apply to the purchase of the unpaid taxes and/or pay the costs of any proceeding; (d) in the event the City approves any change in the plats of subdivision for the Special Service Area which changes the density of either of the Special Service Area or 22 4819-7089-8566.4 otherwise becomes aware of a change in density, it shall provide prompt written notice to the Consultant of such fact and the circumstances resulting in the change in density; and (e) to the extent possible, it will direct Kendall County to deposit all Special Taxes when collected including Foreclosure Proceeds, condemnation proceeds and prepayments directly with the Trustee to be applied as set forth herein. Section 7.3 Proper Books and Records. The City will keep, or cause the Trustee to keep, proper books of record and accounts, separate from all other records and accounts of the City, in which complete and correct entries shall be made of all transactions relating to the deposits to and expenditure of amounts disbursed from the Funds and Accounts created hereunder and the Special Taxes. Such books of record and accounts shall at all times during business hours be subject to the inspection of the holders of not less than ten percent (10%) of the principal amount of the Series 2019 Bonds then outstanding, or their representatives authorized in writing. The City, or the Trustee on behalf of the City, upon written request will mail to the Purchaser [and the Bond Insurer] any information relating to the Series 2019 Bonds, the Special Service Area or the Special Services, including, but not limited to, the annual audits of the Funds and Accounts established under this Indenture for each and every year. Section 7.4 Against Encumbrances. The City will not encumber, pledge or place any charge or lien upon any of the Special Taxes or other amounts pledged to the Series 2019 Bonds superior to, on a parity with, or junior to, the pledge and lien created in this Indenture for the benefit of the Series 2019 Bonds, except as permitted by, or specifically set forth in, this Indenture. Section 7.5 Continuing Disclosure Undertaking. The reports, statements and other documents required to be furnished to or by the Trustee pursuant to any provisions of this Indenture shall be available to the Purchaser and the Trustee shall submit to the Municipal Securities Rulemaking Board (the "MSRB") through the Electronic Municipal Market Access System ("EMMA") all information as required pursuant to the Continuing Disclosure Agreement. Section 7.6 [Municipal Bond Insurance Policy; Covenants In Favor of Bond Insurer. To Be Provided] ARTICLE 8 DEFAULTS AND REMEDIES Section 8.1 Events of Default. "Events of Default" under this Indenture are as follows: (a) Default shall be made by the City in the payment of the principal of or premium, if any, on any Series 2019 Bond when and as the same shall become due and payable, either at maturity or by proceedings for redemption or otherwise. (b) Default shall be made by the City in the payment of any installment of interest on any Series 2019 Bond when and as such installment of interest shall become due and payable. 23 4819-7089-8566.4 (c) The City shall (1) commence a voluntary case under the Federal bankruptcy laws, as now or hereafter constituted, or any other applicable Federal or state bankruptcy, insolvency or other similar law, (2) make an assignment for the benefit of its creditors, (3) consent to the appointment of a receiver of itself or of the whole or any substantial part of its property, or(4) be adjudicated a bankrupt or have entered against it any order for relief in respect of any involuntary case under the Federal bankruptcy laws, as now or hereafter constituted, or any other applicable Federal or state bankruptcy, insolvency or other similar law and such order shall continue in effect for a period of 60 days without stay or vacation. (d) A court of competent jurisdiction shall enter an order,judgment or decree appointing a receiver of the City, or of the whole or any substantial part of its property, or approving a petition seeking reorganization of the City under the Federal bankruptcy laws or any other applicable Federal or state law or statute and such order,judgment or decree shall not be vacated or set aside or stayed within 60 days from the date of the entry thereof. (e) Under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the City or of the whole or any substantial part of its property, and such custody or control shall not be terminated or stayed within 60 days from the date of assumption of such custody or control. (f) The City shall default in the due and punctual performance of any other of the covenants, conditions, agreements and provisions contained in the Series 2019 Bonds, the Bond Ordinance or in this Indenture on the part of the City to be performed, and such default shall continue for 30 days after written notice specifying such default and requiring the same to be remedied shall have been given to the City by the Trustee (which may give such notice whenever it reasonably determines that such a default exists and shall give such notice at the written request of[the Bond Insurer or] the holders of not less than 25% in principal amount of the Series 2019 Bonds then outstanding [(with the consent of the Bond Insurer))]. Section 8.2 Remedies. Upon the occurrence of an Event of Default the Trustee may, and upon the written request of[the Bond Insurer or] the holders of 25% in principal amount of the outstanding Series 2019 Bonds affected [(with the consent of the Bond Insurer)] by the Event of Default and upon being indemnified as provided in Section 9.2(h) hereof shall, proceed to protect and enforce its rights and the rights of the holders of the Series 2019 Bonds by a suit, action or special proceeding in equity or at law, by mandamus or otherwise, either for the specific performance of any covenant or agreement contained herein or in aid or execution of any power herein granted or for any enforcement of any proper legal or equitable remedy as the Trustee, being advised by counsel, shall deem most effective to protect and enforce the rights aforesaid. During the continuance of an Event of Default, all moneys received by the Trustee under this Indenture from the City or from any other source shall be applied by the Trustee in accordance with the terms of Section 8.10 hereof. Any judgment against the City shall be enforceable only against the amounts pledged pursuant to this Indenture. There shall not be authorized any deficiency judgment against any assets of, or the general credit of,the City, its officers or employees or independent contractors. 24 4819-7089-8566.4 The Series 2019 Bonds shall not be subject to acceleration upon the occurrence of an Event of Default. Section 8.3 Notice of Default. The Trustee shall, within 10 days after the Trustee receives notice or obtains knowledge of the occurrence of an Event of Default, mail to the City, and the Bondholders at the address shown on the registration books of the City maintained by the Bond Registrar, notice of all Events of Default known to the Trustee unless such Events of Default shall have been cured before the giving of such notice. Section 8.4 Termination of Proceedings by Trustee. In case any proceedings taken by the Trustee on account of any Event of Default shall have been discontinued or abandoned for any reason, or shall have been determined adversely to the Trustee, then and in every such case the City, the Trustee and the Bondholders shall be restored to their former positions and rights hereunder, respectively, and all rights, remedies and powers of the Trustee shall continue as though no such proceeding had been taken. Section 8.5 Right of Bondholders to Control Proceedines. Anything in this Indenture to the contrary notwithstanding, the holders of a majority in principal amount of the Series 2019 Bonds then outstanding shall have the right, by an instrument in writing executed and delivered to the Trustee, to direct the method and place of conducting all remedial proceedings to be taken by the Trustee hereunder in respect of the Series 2019 Bonds; provided that such direction shall not be otherwise than in accordance with law and the Trustee shall be indemnified to its satisfaction against the costs, expenses and liabilities to be incurred therein or thereby. Section 8.6 Right of Bondholders to Institute Suit. No holder of any of the Series 2019 Bonds shall have any right to institute any suit, action or proceeding in equity or at law for the execution of any trust hereunder, or for any other remedy hereunder or on the Series 2019 Bonds unless such holder previously shall have given to the Trustee written notice of an Event of Default as hereinabove provided, and unless also [the Bond Insurer or] the holder, or holders, of 25% in principal amount of the outstanding Series 2019 Bonds affected [(with the consent of the Bond Insurer)] by the Event of Default shall have made written request of the Trustee after the right to exercise such powers, or right of action, as the case may be, shall have accrued, and shall have afforded the Trustee a reasonable opportunity either to proceed to exercise the powers hereinbefore granted, or to institute such action, suit, or proceeding in its name; and unless, also, there shall have been offered to the Trustee security and indemnity satisfactory to it against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee shall have refused or neglected to comply with such request within a reasonable time; and such notification, request and offer of indemnity are hereby declared in every such case, at the option of the Trustee, to be conditions precedent to the execution of the powers and trusts of this Indenture or for any other remedy hereunder; it being understood and intended that no one or more holders of the Series 2019 Bonds shall have any right in any manner whatever by his or their action to affect, disturb or prejudice the security of this Indenture, or to enforce any right hereunder, except in the manner herein provided, and that all proceedings at law or in equity shall be instituted, had and maintained in the manner herein provided and for the equal benefit of all holders of the outstanding Series 2019 Bonds. 25 4819-7089-8566.4 Nothing in this Section 8.6 contained shall, however, affect or impair the right of any Bondholder, which is absolute and unconditional, to enforce the payment of the principal of and interest on the Bondholder's Series 2019 Bonds out of the Bond and Interest Fund, or the obligation of the City to pay the same, out of the Bond and Interest Fund, at the time and place in the Series 2019 Bonds expressed. Section 8.7 Suits by Trustee. All rights of action under this Indenture, or under any of the Series 2019 Bonds, enforceable by the Trustee, may be enforced by it without the possession of any of the Series 2019 Bonds or the production thereof at the trial or other proceeding relative thereto, and any such suit, or proceeding, instituted by the Trustee shall be brought in its name for the ratable benefit of the holders of the Series 2019 Bonds affected by such suit or proceeding, subject to the provisions of this Indenture. Section 8.8 Remedies Cumulative. No remedy herein conferred upon or reserved to the Trustee or to the Bondholders is intended to be exclusive of any other remedy or remedies, and each and every remedy shall be cumulative, and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute. Section 8.9 Waiver of Default. No delay or omission of the Trustee or of any Bondholder to exercise any right or power shall be construed to be a waiver of any such default, or an acquiescence therein; and every power and remedy given by this Article 8 to the Trustee and the Bondholders, respectively, may be exercised from time to time, and as often as may be deemed expedient. Section 8.10 Application of Moneys After Default. The City covenants that if an Event of Default shall happen and shall not have been remedied, the Trustee shall apply moneys, securities and funds on deposit in the Funds and Accounts established pursuant to Article 6 or received by the Trustee pursuant to any right given or action taken under the provisions of this Section as follows and in the following order: (a) To the payment of the reasonable and proper fees, charges, expenses and liabilities of the Trustee, the Bond Registrar and any paying agent, including the fees and expenses of outside counsel for the Trustee, Bond Registrar and any paying agent and the payment of Administrative Expenses owed to the City or the Consultant. (b) To the payment of the principal and interest then due on the Series 2019 Bonds as follows: (i) first, to the payment to the persons entitled thereto of all interest then due or payable on the Series 2019 Bonds in the order of the maturity of such installments; (ii) second, to the payment to the persons entitled thereto of the unpaid installments of principal of any of the Series 2019 Bonds which have become due in the order of the maturity of such installments; and (iii) [third, to the payment of amounts due and payable to the Bond Insurer, not paid pursuant to (i) and(ii)above]. 26 4819-7089-8566.4 Whenever moneys are to be applied by the Trustee pursuant to the provisions of this paragraph, such moneys shall be applied by the Trustee at such times, and from time to time, as the Trustee in its sole discretion shall determine, having due regard for the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future. The deposit of such moneys with the paying agent, or otherwise setting aside such moneys, in trust for the proper purpose, shall constitute proper application by the Trustee; and the Trustee shall incur no liability whatsoever to the City, to any Bondholder or to any other person for any delay in applying any such funds, so long as the Trustee acts with reasonable diligence, having due regard to the circumstances, and ultimately applies the same in accordance with such provisions of this Indenture as may be applicable at the time of application by the Trustee. Whenever the Trustee shall exercise such discretion in applying such funds, it shall fix the date (which shall be an Interest Payment Date unless the Trustee shall deem another date more suitable) upon which such application is to be made and upon such date interest on the amounts of principal paid on such date shall cease to accrue. The Trustee shall give such notice as it may deem appropriate of the fixing of any such date and of the endorsement to be entered on each Series 2019 Bond on which payment shall be made, and shall not be required to make payment to the holder of any unpaid Series 2019 Bond until such Series 2019 Bond shall be presented to the Trustee for appropriate endorsement, or some other procedure deemed satisfactory by the Trustee. ARTICLE 9 TRUSTEE Section 9.1 Appointment of the Trustee. The Trustee hereunder is hereby constituted and appointed as the trustee of an express trust hereby created for the Bondholders. The further rights and duties of the Trustee are set forth in this Article 9. Section 9.2 Performance of Duties. The Trustee shall perform such duties and only such duties as are specifically set forth in this Indenture, using such care as a corporate trustee ordinarily would use in performing trusts under a corporate indenture or trust or depositary agreement. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (a) The duties and obligations of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee. (b) In the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificate or opinion furnished to the Trustee conforming to the requirements of this Indenture; but in the case of any such certificate or opinion which by any provision hereof is specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not it conforms to the requirements of this Indenture. 27 4819-7089-8566.4 (c) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority (or such other percentage as is otherwise specifically required by the terms hereof) in aggregate principal amount of all the Series 2019 Bonds at the time outstanding other than actions taken or omitted by the Trustee which are adjudicated to have resulted from the negligence of the Trustee. (d) None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur individual financial liability in the exercise of any of its rights or powers. (e) At any and all reasonable times, upon first providing 48 hours' notice to the City, the Trustee, and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, shall have the right fully to inspect any and all of the books, papers and records of the City pertaining to the Special Services and the Series 2019 Bonds, and to copy such memoranda from and in regard thereto as may be desired. (f) The Trustee shall not be required to give any bond or surety in respect of the execution of the trusts and powers granted by this Indenture or otherwise in respect of the premises. (g) Notwithstanding anything elsewhere in this Indenture contained, the Trustee shall have the right, but shall not be required, to demand, in respect of the withdrawal of any cash or any action whatsoever within the purview of this Indenture, any showings, certificates, opinions, appraisals or other information or corporate action or evidence thereof, in addition to that by the terms hereof required as a condition of such action by the Trustee, reasonably necessary to establish the right of the City to the withdrawal of any cash or the taking of any other action by the Trustee. (h) Before taking any action under Section 8.2, the Trustee may require that a satisfactory indemnity bond or other security satisfactory to it be furnished by the party requesting that the Trustee take such action for the reimbursement of all expenses to which it may be put and to protect it against all liability, except liability which is adjudicated to have resulted from the negligence or willful default of the Trustee in connection with any action so taken or failure to act in accordance with this Indenture. (i) All moneys received by the Trustee or any paying agent shall, until used or applied or invested as herein provided, be held in trust for the purposes for which they were received. Section 9.3 Instruments Upon Which Trustee May Rely. Except as otherwise provided in paragraph(b)hereof: (a) The Trustee may rely and shall be protected in acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties; 28 4819-7089-8566.4 (b) Any notice, request, direction, election, order or demand of the City mentioned herein shall be sufficiently evidenced by an instrument signed in the name of the City by an Authorized Officer (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Corporate Authorities may be evidenced to the Trustee by a copy thereof certified by the City Clerk under the City seal; (c) The Trustee may consult with reputable counsel (who may but need not be counsel for the City) and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel; (d) Whenever in the administration of the trusts under this Indenture, the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter(unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by a certificate of the City; and such certificate of the City shall, in the absence of negligence or bad faith on the part of the Trustee, be full warranty to the Trustee for any action taken or suffered by it under the provisions of this Indenture upon the faith thereof. Section 9.4 Trustee not Responsible for Recitals and Other Matters. The Trustee shall not be responsible in any manner whatsoever for the correctness of the recitals herein or in the Series 2019 Bonds (except the Trustee's certificate of authentication thereon), all of which are made by the City solely; and the Trustee shall not be responsible or accountable in any manner whatsoever for or with respect to the validity or execution or sufficiency of this Indenture, or of any indenture supplemental hereto, or of the Bond Ordinance or the Series 2019 Bonds, or the sufficiency of the taxes levied to pay the principal of and interest on the Series 2019 Bonds, or for the security afforded hereby or for the validity of any securities at any time held hereunder, and the Trustee makes no representation with respect thereto. The Trustee shall not be accountable for the use or application by the City of the proceeds of any Series 2019 Bonds authenticated and delivered hereunder, or for the use or application of any moneys paid over by the Trustee in accordance with any provision of this Indenture. Section 9.5 Trustee May Acquire Series 2019 Bonds. The Trustee and its officers and directors may acquire and hold, or become the pledgee of, Series 2019 Bonds and may otherwise deal with the City in the manner and to the same extent and with like effect as though it were not Trustee hereunder. Section 9.6 Qualification of Trustee. There shall at all times be a Trustee hereunder which shall be a corporation organized and doing business under the laws of the United States or any state thereof, authorized under such laws to exercise corporate trust powers, having a combined capital, surplus and undivided profits of at least $25,000,000, and subject to supervision or examination by federal or state authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purposes of this paragraph the combined capital, surplus and undivided profits of such corporation shall be deemed to be its combined capital, surplus and undivided profits as set forth in its most recent report of condition so 29 4819-7089-8566.4 published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this paragraph, the Trustee shall resign immediately in the manner and with the effect specified in Section 9.7. Section 9.7 Resignation or Removal of Trustee and Appointment of Successor. The Trustee may at any time resign by giving written notice to the City, [the Bond Insurer,] and the Bondholders by first class mail to the names and addresses shown on the list maintained by the Bond Registrar. Upon receiving such notice of resignation, the City shall promptly appoint a successor Trustee by an instrument in writing executed by order of the City. If no successor Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee, or any Bondholder who has been a bona fide holder of a Series 2019 Bond or Series 2019 Bonds for at least six months may, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor Trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor Trustee. (a) In case at any time any of the following shall occur: (i) The Trustee shall cease to be eligible in accordance with the provisions of Section 9.6 and shall fail to resign after written request therefor by the City or by any Bondholder who has been a bona fide holder of a Series 2019 Bond or Series 2019 Bonds for at least six months,or (ii) The Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, the City may remove the Trustee and appoint a successor Trustee by an instrument in writing executed by order of the City or any Bondholder may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor Trustee. (b) After the recurrence of an Event of Default, [the Bond Insurer or] the holders of a majority in aggregate principal amount of all the Series 2019 Bonds at the time outstanding may remove the Trustee and appoint a successor Trustee by an instrument or concurrent instruments in writing signed by [the Bond Insurer or] such Bondholders. Such successor Trustee shall be a corporation authorized under applicable laws to exercise corporate trust powers, may be incorporated under the laws of the United States or of any State within the United States. Such successor Trustee shall satisfy the minimum combined capital, surplus and undivided profits requirement set forth in Section 9.6. 30 4819-7089-8566.4 (c) Provided no Event of Default has occurred hereunder, the City may at any time remove the Trustee and appoint a successor Trustee by an instrument in writing signed by the City. (d) Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 9.7 shall become effective upon acceptance of appointment by the successor Trustee as provided in Section 9.8. Section 9.8 Concerning the Successor Trustee. Any successor Trustee appointed as provided in Section 9.7 shall execute, acknowledge and deliver to the City and to its predecessor Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations of its predecessor in the trusts hereunder, with like effect as if originally named as Trustee herein; but nevertheless on the written request of the City or the request of the successor Trustee, the Trustee ceasing to act shall execute and deliver an instrument transferring to such successor Trustee, upon the trusts herein expressed, all the rights, powers and trusts of the Trustee so ceasing to act. Upon request of any such successor Trustee, the City shall execute any and all instruments in writing more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and duties. Any Trustee ceasing to act shall nevertheless be entitled to receive the amounts due it as compensation, reimbursement, expenses and indemnity afforded to it by this Article 9. No successor Trustee shall accept appointment as provided in this Section 9.8 unless at the time of such acceptance such successor Trustee shall be eligible under the provisions of Section 9.6. Upon the acceptance of appointment by a successor Trustee as provided in this Section 9.8, the City shall mail a copy of such notice to each person whose name appears as an owner of Series 2019 Bonds on the list maintained by the Bond Registrar. If the City fails to mail such notice within 10 days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the City from amounts on deposit in the Administrative Expense Fund. Section 9.9 Monthly Statements. The Trustee shall provide to the Purchaser, the Consultant, [the Bond Insurer] and the City, or their designees, a monthly statement, commencing on April 1, 2019, itemizing all moneys received by it and all payments made by it under this Indenture during the preceding monthly period and annual reports relating to the Funds and Accounts created under this Indenture and such other information relating to the Series 2019 Bonds and the Funds and Accounts maintained by the Trustee under this Indenture as the Purchaser, [the Bond Insurer] and the City shall reasonably request. ARTICLE 10 SUPPLEMENTAL INDENTURES Section 10.1 Supplemental Indentures Not Requiring Consent of Bondholders. The City by the Corporate Authorities, and the Trustee from time to time and at any time, subject to 31 4819-7089-8566.4 the conditions and restrictions in this Indenture contained including, without limitation, the provisions of Section 10.6 hereof, may pass and accept an indenture or indentures supplemental hereto, which indenture or indentures thereafter shall form a part hereof, for any one or more of the following purposes: (a) To add to the covenants and agreements of the City in this Indenture contained, other covenants and agreements thereafter to be observed or to surrender, restrict or limit any right or power herein reserved to or conferred upon the City; (b) To grant to or confer upon the Trustee for the benefit of the owners of the Series 2019 Bonds any additional rights, remedies, powers, authority or security that may lawfully be granted to or conferred upon the owners or the Trustee; (c) To modify, amend or supplement this Indenture in such manner as to permit, if presented, the qualification of this Indenture under the Trust Indenture Act of 1939 or any similar federal statute then in effect or under any state blue sky law; and (d) To surrender any right, power or privilege reserved to or conferred upon the City by the terms of this Indenture, provided that the surrender of such right, power or privilege is not contrary to or inconsistent with the covenants and agreements of the City contained in this Indenture. (e) To issue refunding bonds subject to the limitations set forth in the Special Tax Roll and Report and the Establishing Ordinance. (f) To permit any other amendment that, in the judgment of the Trustee, is not materially adverse to the Trustee or the Holders. Any supplemental indenture authorized by the provisions of this Section 10.1 may be executed by the City, by the Corporate Authorities, and by the Trustee without the consent of the registered owners of any of the Series 2019 Bonds at the time outstanding, but only upon receipt of an opinion of bond counsel if requested pursuant to the provisions of Section 10.6, notwithstanding any of the provisions of Section 10.2, but the Trustee shall not be obligated to accept any provision of such supplemental indenture to the extent that it affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Section 10.2 Supplemental Indentures Requiring Consent of Bondholders. With the consent (evidenced as provided herein) of.[the Bond Insurer and] the registered owners of not less than a majority in aggregate principal amount of the Series 2019 Bonds, respectively, at the time outstanding, but only upon receipt of an opinion of bond counsel if requested pursuant to the provisions of Section 10.6, the City, by the Corporate Authorities may pass, and the Trustee may accept from time to time and at any time an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this indenture or of any supplemental indenture; provided that no such modification or amendment shall extend the maturity or reduce the principal of or the interest rate on or otherwise alter or impair the obligation of the City to pay the principal, interest or redemption premium, if any, at the time and place and at the rate and in the currency provided therein of any Series 2019 Bond without the express consent of the registered owner of such Series 2019 Bond 32 4819-7089-8566.4 or permit the creation of a preference or priority of any Series 2019 Bond or Series 2019 Bonds over any other Series 2019 Bond or Series 2019 Bonds or reduce the percentage of Series 2019 Bonds, respectively, required for the affirmative vote or written consent to an amendment or modification, or deprive the registered owners of the Series 2019 Bonds, respectively, (except as aforesaid)of the right to payment of the Series 2019 Bonds, respectively, from the Special Taxes and the Foreclosure Proceeds without the consent of the registered owners of all the Series 2019 Bonds (as the case may be) then outstanding. Upon receipt by the Trustee of a certified copy of such Indenture and upon the filing with the Trustee of evidence of the consent of the [Bond Insurer and] Bondholders as aforesaid, the Trustee shall accept such supplemental indenture, but the Trustee shall not be obligated to accept any provision of such supplemental indenture to the extent that it affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. It shall not be necessary for the consent of the Bondholders under this paragraph to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the passage by the City and the acceptance by the Trustee of any supplemental indenture pertaining to the Series 2019 Bonds pursuant to the provisions of this paragraph, the City shall cause the Trustee to mail a notice by first class mail to [the Bond Insurer and] the Bondholders, setting forth in general terms the substance of such supplemental indenture, and that the supplemental Indenture has been consented to by [the Bond Insurer and] the requisite percentage of the Bondholders. Any failure of the City to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. Section 10.3 Supplemental Indenture to Modify this Indenture. Upon the execution of any supplemental indenture pursuant to the provisions of this Article 10, and upon receipt of the opinion of bond counsel if required by the provisions of Section 10.6, this Indenture shall be modified and amended in accordance therewith and the respective rights, duties and obligations under this Indenture of the City, the Trustee and all registered owners of Series 2019 Bonds, respectively, outstanding thereunder shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modification and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes. Section 10.4 Trustee May Upon Opinion of Counsel Re: Supplemental Indenture. The Trustee may receive an opinion of counsel as conclusive evidence that any supplemental indenture executed pursuant to the provisions of this Article 10 complies with the requirements of this Article 10. Section 10.5 Notation. Series 2019 Bonds authenticated and delivered after the execution of any supplemental indenture pursuant to the provisions of this Article 10 may bear a notation, in form approved by the Trustee, as to any matter provided for in such supplemental indenture, and if such supplemental indenture shall so provide, new Series 2019 Bonds, so modified as to conform, in the opinion of the Trustee and the Corporate Authorities, to any modification of this Indenture contained in any such supplemental indenture, may be prepared by 33 4819-7089-8566.4 the City, authenticated by the Trustee and delivered without cost to the registered owners of the Series 2019 Bonds then outstanding, upon surrender for cancellation of such Series 2019 Bonds in equal aggregate principal amounts. Section 10.6 Opinion of Bond Counsel. Prior to the adoption of a supplemental indenture executed pursuant to the provisions of this Article 10 the Trustee shall give written notice by mail to the registered owners of all Series 2019 Bonds Outstanding at the addresses as set forth in the Register of the Series 2019 Bonds held by the Bond Registrar of the substance of the proposed supplemental indenture. If within 10 days of the Trustee's mailing such notice any registered owner of the Series 2019 Bonds requests that an opinion of bond counsel be delivered to the effect that such supplemental indenture will not adversely affect the exclusion from gross income of interest on the Series 2019 Bonds for federal income tax purposes, such supplemental indenture shall not become effective until such opinion has been delivered to the Trustee. ARTICLE 11 DEFEASANCE Section 11.1 Defeasance. (a) If the City shall pay or cause to be paid, or there shall otherwise be paid,to the Owners of all Series 2019 Bonds the principal or Redemption Price, if applicable, and interest due or to become due thereon, at the times and in the manner stipulated therein and in this Indenture, then the pledge of the Trust Estate, and all covenants, agreements and other obligations of the City to the Bondholders, shall thereupon cease,terminate and become void and be discharged and satisfied. In such event, the Trustee shall cause an accounting for such period or periods as shall be requested by the City to be prepared and filed with the City and, upon the request of the City, shall execute and deliver to the City all such instruments as may be desirable to evidence such discharge and satisfaction, and the Trustee shall pay over or deliver to the City all moneys or securities held pursuant to this Indenture which are not required for the payment of principal or Redemption Price, if applicable, of and interest on Series 2019 Bonds. If the City shall pay or cause to be paid, or there shall otherwise be paid, to the Owners of any Outstanding Series 2019 Bonds the principal or Redemption Price and interest due or to become due thereon, at the times and in the manner stipulated therein and in this Indenture, such Series 2019 Bonds shall cease to be entitled to any lien, benefit or security under this Indenture, and all covenants, agreements and obligations of the City to the Owners of such Bonds shall thereupon cease, terminate and become void and be discharged and satisfied. (b) Series 2019 Bonds or interest installments for the payment or redemption of which moneys shall have been set aside and shall be held in trust by the Trustee (through deposit by the City of funds for such payment or redemption or otherwise) at the maturity or redemption date thereof shall be deemed to have been paid within the meaning and with the effect expressed in subsection (a) of this Section 11.1. In addition, any Outstanding Series 2019 Bonds shall, prior to the maturity or redemption date thereof, be deemed to have been paid within the meaning and with the effect expressed in subsection (a) of this Section 11.1 upon compliance with the provisions of subsection(c) of this Section 11.1. 34 4819-7089-8566.4 (c) Subject to the provisions of subsection (d) of this Section 11.1, any Outstanding Series 2019 Bonds shall, prior to the maturity or redemption date thereof, be deemed to have been paid within the meaning and with the effect expressed in subsection (a) of this Section 11.1 i£ (i) in case any of said Series 2019 Bonds are to be redeemed on any date prior to their maturity, the City shall have given to the Trustee irrevocable instructions accepted in writing by the Trustee to give as provided in Section 3.5 notice of redemption of such Bonds on said date; (ii) there shall have been deposited with the Trustee either moneys in an amount which shall be sufficient or Defeasance Securities, the principal of and the interest on which when due will provide moneys which, together with the moneys, if any, deposited with the Trustee at the same time, shall be sufficient, to pay when due the principal or Redemption Price, if applicable, and interest due and to become due on said Series 2019 Bonds on or prior to the redemption date or maturity date thereof, as the case may be; and (iii) in the event said Series 2019 Bonds do not mature, are not by their terms subject to redemption or, under the plan of refunding applicable thereto, are not to be redeemed, in each case, within the next succeeding ninety (90) days, the City shall have given the Trustee in form satisfactory to it irrevocable instructions to give, as soon as practicable, by first-class mail, postage prepaid, to the owners of such Series 2019 Bonds at their last addresses appearing on the books of the City kept at the office of the Bond Registrar a notice that the deposit required by (ii) above has been made with the Trustee and that said Series 2019 Bonds are deemed to have been paid in accordance with this Section 11.1 and stating such maturity or redemption date upon which moneys are to be available for the payment of the principal or Redemption Price, if applicable, on said Series 2019 Bonds. In the event Defeasance Securities are deposited with the Trustee the City shall also provide a Verification verifying the sufficiency of the Defeasance Securities to pay the Series 2019 Bonds in full on the maturity or redemption date. (d) Anything in this Indenture to the contrary notwithstanding, any moneys held in trust for the payment and discharge of any of the Series 2019 Bonds which remain unclaimed for one year after the date when such Series 2019 Bonds have become due and payable, either at their stated maturity dates or by call for earlier redemption shall be repaid to the City, as its absolute property and free from trust, and the Trustee shall thereupon be released and discharged, with respect thereto and the Bondholders shall look only to the City for the payment of such Series 2019 Bonds; provided, however, that before being required to make any such payment to the City,the Trustee shall, at the expense of the City, give to the owners of such Series 2019 Bonds as to which any moneys remain unclaimed, by first class mail, postage prepaid, at the last address of such owners appearing on the books of the City kept at the office of the Bond Registrar, a notice that said moneys remain unclaimed and that, after a date named 35 4819-7089-8566.4 i in said notice, which date shall be not less than thirty (30) days after the date of the mailing of such notice,the balance of such moneys then unclaimed will be returned to the City. (e) Upon the payment or defeasance of all outstanding Series 2019 Bonds as provided in this Article 11, the Trustee and the City shall execute a Satisfaction of Tax Lien for all Parcels for which a satisfaction of tax lien has not previously been delivered and the City shall file or cause to be filed such Satisfaction of Tax Lien with the Recorder of Deeds of Kendall County, Illinois. ARTICLE 12 MISCELLANEOUS Section 12.1 Severability. If any provision of this Indenture shall be held or deemed to be illegal, inoperative or unenforceable under applicable law or interpreted in such manner as to be prohibited by or be held invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Indenture. Section 12.2 Notices. Except as otherwise provided in this Indenture, all notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed given when personally delivered or mailed by certified mail, postage prepaid, or when sent by telecopy(receipt confirmed by telephone)or telegram,addressed as follows: If to the City: United City of Yorkville 800 Game Farm Road Yorkville, IL 60560 Attention: Mayor Telephone: (630) 553-4350 Bond Counsel: Foley&Lardner LLP 321 N. Clark St., Suite 2800 Chicago, IL 60654-5313 Attention: Laura L. Bilas Telephone: (312) 832-4533 Fax: (312) 832-4700 If to the Trustee: Amalgamated Bank of Chicago 30 North LaSalle Street 38th Floor Chicago, IL 60602 Attention: Ann Longino Telephone: (312) 822-3187 Fax: (312) 541-6044 36 4819-7089-8566.4 If to the Purchaser: D.A. Davidson& Co. 227 W. Monroe Street. Suite 5250 Chicago, 11 60606 Attention: Peter Raphael Telephone: (312) 525-2776 [If to the Bond Insurer:] The Trustee agrees to accept and act upon instructions or directions pursuant to the Indenture sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods, provided, however, that the Trustee shall have received an incumbency certificate listing persons designated to give such instructions or directions and containing specimen signatures of such designated persons, which such incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing. Section 12.3 Holidays. If any date for the payment of an amount hereunder or the taking of any other action required or permitted to be taken hereunder, is not a Business Day, then such payment shall be due, or such action shall or may be taken, as the case may be, on the first Business Day thereafter with the same force and effect as if done on the nominal date provided in this Indenture. Section 12.4 Execution of Counterparts. This Indenture may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 12.5 Applicable Law. This Indenture shall be governed by and construed in accordance with the internal laws of the State. Section 12.6 Immunity of Officers, Employees, Elected Officials of City. No recourse shall be had for the payment of the principal of or premium, if any, or interest on any of the Series 2019 Bonds or for any claim based thereon or upon any obligation, covenant or agreement contained in this Indenture or any agreement supplemental hereto, against any past, present or future Mayor, trustee or other officer, director, member, employee, attorney or agent of the City, or any incorporator, officer, director, member, trustee, employee or agent of any successor corporation or body politic, as such, either directly or through the City or any successor corporation or body politic, under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such incorporators, officers, directors, trustees, members, employees or agents, as such, is hereby expressly waived and released as a condition of and consideration for the execution of this Indenture and the issuance of any of the Series 2019 Bonds. 37 4819-7089-8566.4 IN WITNESS WHEREOF, the United City of Yorkville, Illinois has caused these presents to be signed in its name and on its behalf by its Mayor and its corporate seal to be hereunto affixed and attested by its City Clerk and to evidence its acceptance of the trusts hereby created Amalgamated Bank of Chicago has caused these presents to be signed in its name and on its behalf by its Authorized Officer, its official seal to be hereunto affixed and the same to be attested by its Authorized Officer, all as of the day and year first above written. UNITED CITY OF YORKVILLE,ILLINOIS By: Mayor [SEAL] Attest: By: City Clerk AMALGAMATED BANK OF CHICAGO, as Trustee By: Authorized Officer [SEAL] Attest: By: Authorized Officer [Signature Page to Trust Indenture] 4819-7089-8566.4 EXHIBIT A UNITED CITY OF YORKVILLE SPECIAL SERVICE AREA NUMBER 2003-101 i State of I1 ii+lois: . ;5S ` County of tterwial1. This is :o certify that we, JaMS M. Olson ft"aistrm Ltd_, Illinois toistpred Laid Surveyors, have s�rrveysd tha0 t of Sae;i4on 9, Township 3r, vorth Range 7 East of the Third Principal �dian described as -.3h Ccro-oncingg at the Ndrthwost Cvrrser of t Nor at Quarter of said Sectilin 9; thence southerly alulig the heat Linn of said riorthu4it Qi artur. .69,:0 fret to the center line of tlyUGU State Ilots4e NO. 47; 'thence South 35"00'00" tact, along said center lint, 14®E.70 feet to we ,outbemmost corner of a tract described in a lrarraNty heed from Edna Nalbarsno to Hannah Gelgger recorded In look 116 at Page ?-41 on December 27. 1957: tbcmCd South 35'00'00' East, a1 nag said center 'line. 523.02 feet, thence ilarth 56*20'00' avast, 755.43 %A-, tho"M Horst► 49'38'57 ' East, 525.07 :Rot to the southwesterly lint, 4a arccuPled, of tht CA 11111 Farn as *ehown i n a plat rhrt:twded in PIat hook *5 On Pagt 16 (MOW "Slot 303") for thm point. of beginning; tlaencht South 49"W51" West, 5.25.07; thence South 55'20'0¢" hest, 766.43 feet to selo center lint, thence South 15'00,00" East, along slid center tiara, 484.85 fftt to its intersect!on with the cMter line of Legion toad; tbeact &ortth 36*00'00" bast:, along sold t1linoJ3 State Route No. 47 center line and said center line oxtended. 1925.22 feet; thence 3w0eth 15'45`00" East, t26.93 feet to the t i np as' a fence a xtcnded from the east: thence North 88616'14* East a lc+oa sa,d fence line and its exter%cioa' 3115." feet to a point on the tact Line of the 5outheatit Quarter of 14id Sgction 9, which Is 1533_x4 feet `measured along said East Line) rortherly of tho Southeast Corner of said Southeast Quarter; thence worth $0102' " Vast. along said East Linc. 445.77 feet to a llee5tone x*nuumt at Me sdutheatsterly corner of sai.$ Oat twill Farm; thence North S2'66'91" Most. along tht sautthwusterly lint. as accupiPd, of said Oak Will Firm, 3841.35 feet; ttIL-nce .forth 'h"53"t!4" teed, along said southwesterly line, as occupied, 555.46 feet ta, thr pint of beginrwinq (excapting therefrom the 50 foot wide riebt-of wap conveyard to the frrx and Illinois Union .Rail ray Cmpany recorded in 094 Raeord 66 at Page 287) al l in Kendall Townshlp. Kendal Cutrnty.. Illi dui s and conrai n ng 163,522 acres as shown by the plat hereon drawn which i-. a correct repr,rsentetion of said survey. Bated apt. ror�kville, Illinois dalewuary 17. 1990 JAWS K. OLSW Illinois Registered t.ard Surveyor No. 2253 JMES M. &SO.4 A550CIATES. LTD. 107 Watt Nadtcon Street Yorkville, Il l irni s 6060 , i7'Old)5ri3-0©5a A-1 4819-7089-8566.4 EXHIBIT B ( (" ")New York,New York,has delivered its municipal bond insurance policy (the "Policy") with respect to the scheduled payments due of principal of and interest on this Bond to Amalgamated Bank of Chicago,Chicago,Illinois, or its successor, as paying agent for the Bonds(the"Paying Agent"). Said Policy is on file and available for inspection at the principal office of the Paying Agent and a copy thereof may be obtained from or the Paying Agent. All payments required to be made under the Policy shall be made in accordance with the provisions thereof. The owner of this Bond acknowledges and consents to the subrogation rights of as more fully set forth in the Policy.] UNITED STATES OF AMERICA STATE OF ILLINOIS COUNTY OF KENDALL UNITED CITY OF YORKVILLE SPECIAL SERVICE AREA NUMBERS 2003-101 (WINDETT RIDGE PROJECT) SPECIAL TAX REFUNDING BOND SERIES 2019 Bond No.: R-_ Principal Amount: $ Date of Bond: Interest Rate: % CUSIP: Date of Maturity: March 1,20 Registered Owner: Cede & Co. The United City of Yorkville, Kendall County, Illinois (the "City"), for value received, promises to pay to the Registered Owner specified above or registered assigns, upon presentation and surrender of this bond at the office of Amalgamated Bank of Chicago, Chicago, Illinois, as Trustee (the "Trustee") the Principal Amount of this bond specified above on the Date of Maturity specified above and to pay the Registered Owner of this bond interest on that sum at the Interest Rate per year specified above from the Date of Bond specified above to the Date of Maturity specified above, payable semiannually on March 1 and September 1, with the first interest payment date being September 1, 2019. Interest shall be computed on the basis of a 360 day year of twelve 30 days months. Interest on this bond shall be payable on each interest payment date by check or draft of the Trustee mailed to the person in whose name this bond is registered at the close of business on the 15th day of the month preceding such interest payment date. During such time as this bond is registered so as to participate in a securities depository system with The Depository Trust Company ("DTC"), principal of and interest on this Bond shall be payable by wire transfer pursuant to instructions from DTC. The principal of, interest on and redemption premium on this bond are payable in lawful money of the United States of America. No interest shall accrue on this bond after its Date of Maturity unless this bond shall have been presented for payment at maturity and shall not then have been paid. This bond is one of an authorized issue of bonds in the aggregate principal amount of $ This bond and the issue of which it is a part (together, the "Series 2019 Bonds") are issued pursuant to the provisions of the "Special Service Area Tax Law," 35 ILCS §200/27 5, et seq., as amended, and the provisions of the Local Government Debt Reform Act, 30 ILCS §350/1, et seq., as amended, and the principal of and interest on the Series 2019 Bonds are payable from special taxes designated as Special Taxes (the "Special Taxes") levied on all B-1 4819-7089-8566.4 taxable real property within the United City of Yorkville Special Service Area Number 2003-101 (the"Special Service Area")pursuant to a special tax roll. The Series 2019 Bonds are being issued for the purpose of paying a portion of refunding certain special service area bonds of the City, all as more fully described in an ordinance adopted by the Mayor and City Council of the City on , 2019 as supplemented by a Bond Order executed pursuant thereto (collectively, the "Bond Ordinance") and a Trust Indenture dated as of 1, 2019 between the City and the Trustee (the "Indenture"), to all the provisions of which the holder by the acceptance of this bond assents. Terms not otherwise defined herein shall have the meanings ascribed to such terms in the Indenture. The Series 2019 Bonds, together with the interest thereon, are limited obligations of the City, payable solely from the collection of the Special Taxes and other moneys deposited in certain Funds and Accounts established pursuant to the Indenture. For the prompt payment of the principal of and interest on this bond the Special Taxes are hereby irrevocably pledged. THE SERIES 2019 BONDS DO NOT CONSTITUTE GENERAL OBLIGATIONS OF THE CITY AND NEITHER THE FULL FAITH AND CREDIT NOR THE UNLIMITED TAXING POWER OF THE CITY SHALL BE PLEDGED AS SECURITY FOR THE PAYMENT OF THE SERIES 2019 BONDS. [The Series 2019 Bonds maturing on March 1, are subject to mandatory redemption, in part and randomly, at the Redemption Price equal to the principal amount thereof to be redeemed, without premium, on March 1 of the years and in the amounts as follows: Redemption Date Principal March 1 Amount The City covenants that it will redeem the Series 2019 Bonds pursuant to the mandatory sinking fund redemption requirements for the Series 2019 Bonds to the extent amounts are on deposit in the Bond and Interest Fund.] The Series 2019 Bonds are subject to optional redemption prior to maturity at the option of the City, in whole or in part, on any date on or after March 1, 2027, at a redemption price equal to the principal amount of the Bonds to be redeemed, plus accrued and unpaid interest to the date of redemption. Any optional redemption of Series 2019 Bonds shall be applied to the extent possible, to reduce pro rata the amount maturing [or required to be redeemed by mandatory sinking fund redemption] pursuant to the Indenture, and so as to maintain the proportion of principal maturing [or subject to mandatory sinking fund redemption] in each year to the total original principal amount of Series 2019 Bonds. The Series 2019 Bonds, are also subject to mandatory redemption on any interest payment date, in part, at a redemption price equal to the principal amount to be redeemed, B-2 4819-7089-8566.4 together with accrued interest to the date fixed for redemption, without premium, from amounts in the Bond and Interest Fund consisting of the proceeds received by the City in connection with a condemnation of any of the special services or any other property owned by or dedicated to the City within the Special Service Area and allocable to the Series 2019 Bonds as determined by the Consultant and which proceeds are not used by the City to rebuild the Special Services. The Series 2019 Bonds are subject to mandatory redemption on any Interest Payment Date, in whole or in part, at a redemption price equal to the principal amount to be redeemed, together with accrued interest to the date fixed for redemption, without premium, in the event of a mandatory prepayment of the Special Taxes upon any event that reduces the total of the Maximum Parcel Special Tax as described in, and in the amounts set forth in the Special Tax Roll and Report. The Series 2019 Bonds are also subject to mandatory redemption on any March 1, June 1, September 1 or December 1, in part, from amounts available for disbursement from the Special Redemption Account and from amounts transferred from the Reserve Fund to the Special Redemption Account in connection with optional prepayments of the Special Taxes, at a redemption price (expressed as a percentage of the principal amount of the Series 2019 Bonds to be redeemed), as set forth below,together with accrued interest on such Series 2019 Bonds to the date fixed for redemption: Redemption Dates Redemption Prices On or prior to 102% February 28, 2026 March 1, 2026 through 101 February 28, 2027 March 1, 2027 and thereafter 100 Any mandatory redemption of the Series 2019 Bonds in part from proceeds from condemnation or prepayments of the Special Taxes shall be applied to reduce pro rata the amount of Series 2019 Bonds maturing [or required to be redeemed by mandatory sinking fund redemption] pursuant to the Indenture, and so as to maintain the proportion of principal maturing [or subject to mandatory sinking fund redemption] in each year to the total original principal amount of Series 2019 Bonds. If less than all the Series 2019 Bonds of any maturity are to be redeemed on any redemption date, the Bond Registrar named below will assign to each Series 2019 Bond of the maturity to be redeemed a distinctive number for each $1,000 of principal amount of that Series 2019 Bond. The Bond Registrar will then select by lot from the numbers so assigned, using such method as it shall deem proper in its discretion, as many numbers as, at $1,000 per number, shall equal the principal amount of Series 2019 Bonds of that maturity to be redeemed; provided that following any redemption, no Series 2019 Bonds shall be outstanding in an amount less than the minimum Authorized Denomination except(a) as necessary to effect the mandatory sinking fund redemption of Series 2019 Bonds as provided in the Indenture, or (b) to effect a special B-3 4819-7089-8566.4 mandatory redemption from optional prepayments when the total aggregate principal amount of Bonds outstanding is $5,000 or less. Notice of the redemption of any Series 2019 Bonds, which by their terms shall have become subject to redemption, will be given to the registered owner of each Series 2019 Bond called for redemption in whole or in part not less than 30 or more than 60 days before any date established for redemption of Series 2019 Bonds, by the Bond Registrar, on behalf of the City, by registered or certified mail sent to the registered owner's last address, if any, appearing on the registration books kept by the Bond Registrar. All notices of redemption shall include at least the designation, date and maturities of Series 2019 Bonds called for redemption, CUSIP Numbers, if available, and the date of redemption. In the case of a Series 2019 Bond to be redeemed in part only, the notice will also specify the portion of the principal amount of the Series 2019 Bond to be redeemed. The mailing of the notice specified above to the registered owner of any Series 2019 Bond will be a condition precedent to the redemption of that Series 2019 Bond, provided that any notice which is mailed in accordance with the Indenture will be conclusively presumed to have been duly given whether or not the owner received that notice. The failure to mail notice to the owner of any Series 2019 Bond, or any defect in that notice, shall not affect the validity of the redemption of any other Series 2019 Bonds. With respect to an optional redemption of any Series 2019 Bonds, unless moneys sufficient to pay the principal of, redemption premium, if any, and interest on the Series 2019 Bonds to be redeemed shall have been received by the Trustee prior to the giving of such notice of redemption, such notice may, at the option of the City, state that said redemption shall be conditional upon the receipt of such moneys by the Trustee on or prior to the date fixed for redemption. If such moneys are not received, such notice shall be of no force and effect,the City shall not redeem such Series 2019 Bonds and the Trustee shall give notice, in the same manner in which the notice of redemption was given, that such moneys were not so received and that such Series 2019 Bonds will not be redeemed. This bond is negotiable, subject to the following provisions for registration and registration of transfer. The City maintains books for the registration and registration of transfer of Series 2019 Bonds at the office of the Trustee, as Bond Registrar. This bond is fully registered on those books in the name of its owner, as to both principal and interest, and transfer of this bond may be registered on those books upon surrender of this bond to the Bond Registrar by the registered owner or his or her attorney duly authorized in writing together with a written instrument of transfer satisfactory to the Bond Registrar duly executed by the registered owner or his or her duly authorized attorney. Upon surrender of this bond for registration of transfer, a new bond or bonds in the same aggregate principal amount and of the same maturity will be issued to the transferee as provided in the Indenture. This bond may be exchanged, at the option of the Registered Owner, for an equal aggregate principal amount of bonds of the same maturity of any other Authorized Denominations, upon surrender of this bond at the office of the Bond Registrar with a written instrument of transfer satisfactory to the Bond Registrar duly executed by the Registered Owner or his or her duly authorized attorney. B-4 4819-7089-8566.4 For every exchange or registration of transfer of this bond,the City or the Bond Registrar may make a charge sufficient to reimburse it for any tax, fee or other governmental charge, other than one imposed by the City, required to be paid with respect to that exchange or registration of transfer, and payment of that charge by the person requesting exchange or registration of transfer shall be a condition precedent to that exchange or registration of transfer. No other charge may be made by the City or the Bond Registrar as a condition precedent to exchange or registration of transfer of this bond. The Bond Registrar shall not be required to exchange or register the transfer of any Series 2019 Bond following the close of business on the 15th day of the month preceding any interest payment date on such Series 2019 Bond, nor to transfer or exchange any Series 2019 Bond after notice calling such Series 2019 Bond for redemption has been mailed, nor during a period of 15 days next preceding mailing of a notice of redemption of any Series 2019 Bonds. The City, the Trustee and the Bond Registrar may deem and treat the registered owner of this bond as its absolute owner, whether or not this bond is overdue, for the purpose of receiving payment of the principal of or interest on this bond and for all other purposes, and neither the City,the Bond Registrar nor the Trustee shall be affected by any notice to the contrary. Payment of the principal of and interest on this bond shall be made only to its registered owner, and all such payments shall be valid and effective to satisfy the obligation of the City on this bond to the extent of the amount paid. All conditions which by law must have existed or must have been fulfilled in the issuance of this bond existed and were fulfilled in compliance with law. Provision has been made for the levy, collection and segregation of the Special Taxes sufficient to pay and discharge the principal of this bond at maturity and to pay interest on this bond as it falls due. The issuance of the Series 2019 Bonds by the City will not cause the City to exceed or violate any applicable limitation or condition respecting the issuance of bonds imposed by the law of the State of Illinois or by any Indenture, ordinance or resolution of the City. The Series 2019 Bonds are issued for purposes for which the City is authorized by law to issue bonds including but not limited to finance or refinance a portion of the costs of the special services to be provided to the Special Service Area, making deposits to a reserve fund, administrative expense fund and paying costs of the City in connection with the issuance of the Series 2019 Bonds. This bond shall not be valid for any purpose unless and until the certificate of authentication on this bond shall have been duly executed by the Trustee. [SIGNATURE PAGE TO FOLLOW] B-5 4819-7089-8566.4 IN WITNESS WHEREOF, the United City of Yorkville, Kendall County, Illinois, by its Mayor and City Council, has caused this bond to be executed by the manual or facsimile signature of its Mayor and attested by the manual or facsimile signature of its City Clerk and has caused its corporate seal to be affixed to this bond (or a facsimile of its seal to be printed on this bond), all as of the Date of Bond specified above. UNITED CITY OF YORKVILLE,ILLINOIS By: Mayor (SEAL) Attest: City Clerk B-6 4819-7089-8566.4 CERTIFICATE OF AUTHENTICATION This bond is one of the bonds described in the Indenture authorizing the issuance of $ United City of Yorkville, Kendall County, Illinois Special Service Area Number 2003-101 (Windett Ridge Project) Special Tax Refunding Bonds, Series 2019. AMALGAMATED BANK OF CHICAGO, as Trustee By: Authorized Signatory B-7 4819-7089-8566.4 FORM OF ASSIGNMENT For Value Received, the undersigned sells, assigns and transfers to this bond and all rights and title under this bond, and irrevocably constitutes and appoints attorney to transfer this bond on the books kept for registration of this bond. Dated: B-8 4819-7089-8566.4 EXHIBIT C (The Above Space For Recorder's Use Only) This Document was prepared by Foley& Lardner LLP and after recording return to: Amalgamated Bank of Chicago Attn: Corporate Trust Department 30 North LaSalle Street 38th Floor Chicago, Illinois 60602 SATISFACTION OF TAX LIEN The undersigned duly elected and acting Mayor of the United City of Yorkville, Kendall County, Illinois (the "City"), in consideration of the receipt of the sum of $ , hereby acknowledges and certifies that special taxes levied and to be extended in accordance with the Special Tax Roll approved by the Mayor and City Council of the City pursuant to Ordinance No. 2003-56 (the "Establishing Ordinance") are paid and the lien of such taxes satisfied with respect to the following lots in the City's Special Service Area Number 2003-101 (the "SSA") legally described on Exhibit A attached hereto: Lot PIN The undersigned further certifies that pursuant to Exhibit B to the United City of Yorkville Special Service Area Number 2003-101 Special Tax Roll and Report which is incorporated in the Establishing Ordinance as Exhibit F (the "Special Tax Roll and Report"), upon payment of the prepayment amount as calculated pursuant to the Special Tax Roll and Report, the Consultant shall cause the satisfaction of tax lien to be recorded within 30 working days of receipt of the prepayment. Dated: , 20 UNITED CITY OF YORKVILLE, ILLINOIS Authorized Officer Approved by: Consultant C-1 4819-7089-8566.4 The Trustee hereby acknowledges receipt of the sum of$ AMALGAMATED BANK OF CHICAGO, as Trustee By: C-2 4819-7089-8566.4 STATE OF ILLINOIS ) ) SS. COUNTY OF KENDALL ) I, a Notary Public in and for such County and State aforesaid, do hereby certify that , personally known to me to be the of the United City of Yorkville, Illinois, whose name is subscribed to the foregoing Satisfaction, appeared before me this day in person and acknowledged that as such officer he signed and delivered the foregoing Satisfaction as such officer of the United City of Yorkville, Illinois, as his free and voluntary act, and as the free and voluntary act and deed of such City, for the uses and purposes therein set forth. Given under my hand and notarial seal,this day of ,20_ Notary Public Commission expires —' 20 C-3 4819-7089-8566.4 EXHIBIT D DISBURSEMENT REQUEST TO: Amalgamated Bank of Chicago Attn: Corporate Trust Department 30 North LaSalle Street, 38th Floor Chicago, Illinois 60602 RE: $ United City of Yorkville,Kendall County,Illinois Special Service Area Number 2003-101 (Windett Ridge Project) Special Tax Refunding Bonds, Series 2019 Amount Requested: Total Disbursements to Date: 1. Each obligation for which a disbursement is hereby requested is described in reasonable detail in Schedule I hereto together with the name and address of the person, firm, or corporation to whom payment is due and any other payment instructions. 2. The bills, invoices, or statements of account for each obligation referenced in Schedule I are attached hereto as Schedule II. 3. The City hereby certifies that: a. This written requisition is for payment of costs in connection with the issuance of the above-referenced Series 2019 Bonds and the specific purpose for which this request is made is described in Schedule I. b. Payment instructions sufficient to make the requested payment are set forth in Schedule I. C. No portion of the amount being requested to be disbursed was set forth in any previous request for disbursement. 4. All capitalized terms herein shall have the meanings assigned to them in the Trust Indenture for the above-referenced Special Service Area Number 2003-101 (Windett Ridge Project) Special Tax Refunding Bonds, Series 2019 dated as of 1, 2019 by and between the United City of Yorkville, Kendall County, Illinois and Amalgamated Bank of Chicago, as Trustee. By: Authorized Signatory D-1 4819-7089-8566.4 Exhibit C Bond Purchase Agreement 4838-4320-3718.3 S United City of Yorkville,Illinois Special Service Area Number 2003-101 (Windett Ridge Project) Special Tax Refunding Bonds, Series 2019 BOND PURCHASE AGHEEMENT March , 2019 United City of Yorkville, Illinois 800 Game Farm Road Yorkville, Illinois 60560 Ladies and Gentlemen: The undersigned, D.A. Davidson & Co. (the "Purchaser"), offers to enter in to the following agreement (this "Contract') with the United City of Yorkville, Illinois (the "City"), which upon acceptance by the City will be binding upon each of the City and the Purchaser. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Indenture (as hereinafter defined) and the Limited Offering Memorandum (as hereinafterr defined). This offer is made subject to acceptance by the City on or before 1:00 P.M.,Chicago time, on the date hereof, and, if not so accepted, will be subject to withdrawal by the Purchaser upon notice delivered to the City at the address set forth above at any time prior to the acceptance hereof by the City. This offer is also subject to the following provisions: 1. Definitions. For purposes of this Contract, the following terms have the meanings specified in this section, unless another meaning is plainly intended: (A) "Act' means the Special Service Area Tax Law of the State of Illinois, 35 ILCS 200/27-5 et seq., as amended. (B) "Administrative Services Agreement' means the Administrative Services Agreement dated August 12, 2003, between the City and David Taussig&Associates,Inc. (C) "Ancillary Documents" means the Bond Ordinance, the Indenture, the Tax Compliance Certificate and Agreement, the Limited Offering Memorandum, the Continuing Disclosure Agreement, the Administrative Services Agreement and all other agreements and certificates executed and delivered in connection with the issuance and sale of theBonds. (D) "Area" means the United City of Yorkville Special Service Area Number 2003-101 (Windett Ridge Project) created pursuant to the Establishing Ordinance. (E) ["Bond Insurer"means ] (F) ["Bond Insurance Policy" means the financial guaranty insurance policy relating to the Bonds substantially in the form attached as an Appendix to the Limited Offering Memorandum.] (G) `Bond Ordinance" means Ordinance No. of the City adopted at a meeting of the corporate authorities of the City on February_,2019,as relating to the Bonds,as amended including the Bond Order executed pursuant thereto. (H) "Bonds"means the interest-bearing, tax exempt obligations issued by the City pursuant to the Bond Ordinance and called the United City of Yorkville, Kendall County, Illinois, Special Service Area No.2003-101 (Windett Ridge Project)Special Tax Refunding Bonds,Series 2019. (1) `Business Day"means any day other than a Saturday, Sunday, legal holiday or a day on which banking institutions are required or authorized by law to be closed in the City of Chicago or the State of Illinois or a day on which the New York Stock Exchange is closed. (J) "City"means the United City of Yorkville, Kendall County,Illinois. (K) "Closing" means the Closing as defined in Section 2(B) herein held on the Closing Date. (L) "Closing Date" means March_, 2019, or such earlier or later date as the City and the Purchaser shall mutually agree upon and refers to the date on which the transaction by which the City causes the Trustee to deliver the Bonds to the Purchaser and the Bonds are paid for by the Purchaser pursuant to this Contract. (M) "Code"means the Internal Revenue Code of 1986, as amended. (N) "Continuing Disclosure Agreement' means the Continuing Disclosure dated the date of the Closing Date between the City and Amalgamated Bank of Chicago. (0) "Contract'means this Bond Purchase Agreement. (P) "Establishing Ordinance" means Ordinance No. No. 2003-56, adopted at a meeting held on August 12, 2003, by the corporate authorities of the City for Special Service Area Number 2003-101 (Windett Ridge Project). (Q) "Governmental Body" means any federal, state, municipal, or other governmental department,commission,board, bureau, agency or instrumentality, domestic or foreign. (R) "Indenture" means the Trust Indenture dated as of March 1, 2019 between the City and the Trustee and any amendments and supplements thereto, pursuant to which the Bonds will be issued. (S) "Limited Offering Memorandum" means the Limited Offering Memorandum of the City(including each Appendix thereto)relating to the Bonds. (T) "Pledged Funds"means the Special Tax and the moneys and funds pledged to 2 the payment of the Bonds pursuant to the Bond Ordinance andIndenture. (U) "Preliminary Limited Offering Memorandum"means the Preliminary Limited Offering Memorandum of the City (including each Appendix thereto) relating to the Bonds dated February_, 2019. (V) "Prior Bonds" means the $6,900,000 Special Service Area Number 2003-101 Special Tax Bonds, Series 2003 (Windett Ridge Project). (W) "Purchaser"means D.A. Donaldson& Co. (X) "Special Tax Roll and Report"means the SSA Number 2003-101 Special Tax Roll. (Y) "Tax Compliance Certificate and Agreement" means the Tax Compliance Certificate and Agreement dated the Closing Date, executed by the City and the Trustee in connection with the Bonds and the refunding of the Prior Bonds. (AA)"Trustee"means Amalgamated Bank of Chicago,as Trustee under the Indenture. 2. Purchase and Sale of the Bonds. (A) Sale of Bonds. Upon the terms and conditions and upon the basis of the representations, warranties and agreements herein, the Purchaser hereby agrees to purchase from the City, and the City hereby agrees to sell to the Purchaser for such purpose, all, but not less than all, of the $ aggregate principal amount of the Bonds, at a purchase price equal to $ , representing the principal amount of the Bonds of $ [plus/less net original issue premium/discount] of$ less Underwriter's discount of$ . The Bonds shall be issued pursuant to the Bond Ordinance and the Indenture. The Bonds shall be dated, shall mature on such dates and in such amounts, shall bear interest at such rates, shall be offered at the initial offering prices as described in Schedule I attached hereto, and shall be subject to such other terms and conditions, all as described in the Limited Offering Memorandum,the Bond Ordinance and the Indenture. (B) Closing. The purchase and sale of the Bonds shall take place on the Closing Date at the offices of Foley & Lardner LLP, Chicago, Illinois. At the Closing, as defined below, the Purchaser will accept the delivery of the Bonds duly executed by the City, together with other documents herein mentioned, and will make payment therefor as provided here in by immediately available funds payable to the order of the Trustee for the account of the City. The payment for the Bonds and delivery of the Bonds, as herein described, is herein called the "Closing." 3. City's Pre-Closing Deliveries. (A) Prior to the Closing Date, the City shall have delivered or caused to be delivered to the Purchaser an executed copy of the Limited Offering Memorandum, executed on behalf of the City by its Mayor. (B) Prior to the Closing Date, the City shall have delivered or caused to be delivered to the Purchaser a certified copy of the Establishing Ordinance,the Bond Ordinance,and such other ordinances of the City which shall include the authorization of the execution, delivery and performance of this Contract,the Bonds and the other Ancillary Documents to which the City is a party, among other things, together with such reasonable number of copies of each of the foregoing as the Purchaser shall request. (C) The City hereby authorizes any and all of the material described above in Subsections A and B of this Section 3 and the Ancillary Documents, the information contained in the Limited Offering Memorandum and the Bond Ordinance and all other instruments, documents and agreements delivered pursuant to Section 8 of this Contract or in connection with the transactions contemplated hereby, for use in connection with the offering and sale of the Bonds. The City hereby ratifies, approves,and consents to the use and distribution by the Purchaser,prior to the date hereof,of the Preliminary Limited Offering Memorandum and hereby ratifies, approves and consents to the use of the Limited Offering Memorandum after the date hereof in connection with the offering and sale of the Bonds. The City deems final the Preliminary Limited Offering Memorandum for purposes of Rule 15c2-12 of the Securities Exchange Act of 1934, as amended. The City hereby agrees to furnish such information, execute such instruments and take such other action at the expense of and in cooperation with the Purchaser as the Purchaser may deem reasonably necessary in order to qualify the Bonds for offering and sale under the"Blue Sky"or other securities laws and regulations of such states and other jurisdictions of the United States as the Purchaser may designate;provided,however,that the City shall not be required to execute a special or general consent to service of process or qualify as a foreign corporation in connection with any such qualification in any jurisdiction. 4. Representations and Warranties of the City. The City represents and warrants to and agrees with the Purchaser that: (A) C&. The City is a non-home rule unit, municipal corporation duly organized and validly existing and is in good standing under the laws and the Constitution of the State of Illinois. The City is authorized and empowered by the Act and the Bond Ordinance and such other ordinances of the City as have been duly adopted by the City, to enter into the transactions contemplated by this Contract, the Bond Ordinance, the Limited Offering Memorandum, and the Ancillary Documents to which the City is or is to be a party. The adoption of each of the Bond Ordinance and the Establishing Ordinance and the execution, delivery and performance by the City of this Contract, the Ancillary Documents to which the City is or is to be a party and the issuance of the Bonds are within the legal right, power and authority of the City, have been duly and validly authorized by all necessary proceedings of the City,and such execution, delivery and performance by the City as of the date of this Contract and as of the Closing Date do not and will not contravene,or constitute a breach of or default (with due notice or the passage of time or both) under, any provision of law, ordinance or regulation applicable to the City,or any provision of the municipal code or other rules and procedures of the City, or any judgment, order, decree, agreement or instrument binding on it or, except as described in the Limited Offering Memorandum,result in the creation of any lien or other encumbrance on any asset of the City. This Contract and the Bond Ordinance each constitute,and the Ancillary Documents to which the City is or is to be a party, when executed and delivered by the City and any other parties thereto, will constitute valid and binding agreements of the City enforceable against the City in accordance with their respective terms,except to the extent limited by bankruptcy, reorganization, or other similar laws affecting creditors' rights generally and by the availability of equitable remedies,and the Bonds, when issued and delivered by the City in accordance with this Contract and the Bond Ordinance, will have been duly authorized and issued and will constitute valid and binding obligations of the City enforceable against the City in accordance with their terms, except to the extent limited by bankruptcy, 4 reorganization, or other similar laws affecting the enforcement of creditors'rights generally and by the availability of equitable remedies. When delivered to and paid for by the Purchaser at the Closing in accordance with the provisions of this Contract, the Bonds will conform in all material respects to the description thereof contained in the Limited Offering Memorandum. (B) Use of Proceeds. The City will not take or omit to take any action which will in any way cause or result in the proceeds from the sale of the Bonds being applied other than as provided in the Bond Ordinance or the Indenture and as described in the Limited Offering Memorandum. Such proceeds will not be used by the City in a manner that would cause the Bonds or the Prior Bonds to be "arbitrage bonds"within the meaning of the Code,or any successor thereto, and the applicable regulations promulgated or proposed thereunder. (C) Governmental Authorization. All authorizations,consents and approvals of any Governmental Body required in connection with the execution and delivery by the City of, or in connection with the performance by the City of its obligations under, the Bonds,the Bond Ordinance and the Establishing Ordinance,this Contract, or the Ancillary Documents to which the City is or is to be a party,have been obtained and are in full force and effect, or will be obtained prior to Closing and will be in full force and effect as of the Closing Date. (D) Limited Offering Memorandum. The descriptions and information contained in the Limited Offering Memorandum under the captions"INTRODUCTORY STATEMENT,""THE BONDS" (other than information under the sub-caption "- Book-Entry Only System"), "PLAN OF FINANCE," "SECURITY AND SOURCE OF PAYMENT FOR THE BONDS" (other than information under the sub-caption "- Value to Lien Ratio"), "THE AREA", "THE CITY," "THE SPECIAL SERVICE AREA AND THE SPECIAL TAX," "LEGAL OPINIONS," "CONTINUING DISCLOSURE," "NO LITIGATION," "NO BOND RATING" and "AUTHORIZATION" and in Appendix A thereto (collectively, the "City Information") are, and as of the date of the Closing, will be, true and correct in all material respects and such descriptions and information in the Limited Offering Memorandum, as of its date and as of the Closing Date will not contain an untrue, incorrect or misleading statement of a material fact; and such descriptions and information in the Limited Offering Memorandum do not, as of its date and as of the Closing Date will not omit to state a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made,not misleading. (E) No Liens or Encumbrances. Other than as specifically set forth in the Limited Offering Memorandum,there are no existing liens,claims,charges or encumbrances on or rights to any funds,revenues or interests pledged pursuant to the Bond Ordinance and the Indenture which are senior to, or on a parity with,the claims of the holders of the Bonds. Other than as specifically disclosed in the Limited Offering Memorandum, the City has not entered into any contract or arrangements of any kind,and there is no existing,pending,threatened,or anticipated event or circumstance that might give rise to any lien, claim, charge or encumbrance on or right to the assets, properties, funds, or interests pledged pursuant to the Bond Ordinance and the Indenture which would be prior to,or on a parity with, the claims of the holders of the Bonds. The City is lawfully entitled to receive, pledge and assign all amounts or revenues which have been pledged or assigned as security for the payment of the principal of and interest on the Bonds. (F) No Litigation. Except as described in the Limited Offering Memorandum, as of the date of this Contract and as of the Closing Date (i) there is no action, suit, proceeding or investigation, at law or in equity, before or by any court or any governmental agency or public board or body,pending against the City or,to the knowledge of the City,threatened against the City,to restrain 5 or enjoin, or threatening or seeking to restrain or enjoin, the issuance, sale or delivery of the Bonds or the delivery by the City of any of the Ancillary Documents to which the City is a party,or the collection of Pledged Funds, or in any way contesting or affecting the validity of the Bonds or the Prior Bonds,or any of the Ancillary Documents to which the City is a party,or in any way questioning or affecting(w) the proceedings under which the Bonds are to be issued or the Prior Bonds were issued,(x)the validity or enforceability of any provision of the Bonds,the Bond Ordinance and the Establishing Ordinance or this Contract or any Ancillary Documents,(y)the authority of the City to collect the Pledged Funds, or to perform its obligations hereunder or with respect to the Bonds, or to consummate any of the transactions set forth in the Ancillary Documents to which it is or is to be a party as contemplated hereby or by the Bond Ordinance, the Indenture, or the Limited Offering Memorandum, (z) the legal existence of the City, or the title of its Mayor,Aldermen or officers to their offices, and(ii)there is no action,suit, proceeding or investigation,at law or in equity,before or by any court or any governmental agency or public board or body,pending against the City or, to the knowledge of the City,threatened against the City,involving any of the property or assets within theCity,which may result in any material adverse change in the Pledged Funds, assets or the financial condition of the City. (G) Certificates. Any certificate signed by an authorized officer of the City and delivered to the Purchaser and/or the Trustee shall be deemed a representation and covenant by the City to the Purchaser and/or the Trustee as to the statements made therein. (H) The Ordinances. Each of the Bond Ordinance and the Establishing Ordinance is in full force and effect,and has not been amended,modified,revoked or repealed. The City covenants to adopt an abatement ordinance abating the Special Tax levied to pay the Prior Bonds at the first meeting held subsequent to the issuance of the Bonds and to file such abatement ordinance with the County Clerk of Kendall County. 5. Reserved. 6. Representations. Warranties and Agreements of the Purchaser. The Purchaser represents and warrants to and agrees with the City that: (A) Limited Offering. The Purchaser agrees to make a bona fide limited offering of the Bonds to a limited number(35 or less)of sophisticated investors or registered investment companies under the Investment Company Act of 1940 at the initial offering price set forth on the cover of the Limited Offering Memorandum. (B) Limited Offering Memorandum. The descriptions and information contained in the Limited Offering Memorandum under the caption "UNDERWRITING" are,and as of the date of the Closing will be,true and correct in all material respects and such descriptions and information in the Limited Offering Memorandum,as of its date and as of the Closing Date,will not contain an untrue, incorrect or misleading statement of a material fact; and such descriptions and information in the Limited Offering Memorandum do not, as of its date and as of the Closing Date will not omit to state a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. 7. Termination of the Purchase Contract. The Purchaser shall have the right to cancel Purchaser's obligations to purchase the Bonds, if, between the date hereof and the date of Closing, (i) legislation shall be enacted,or actively considered 6 for enactment, by the Congress or recommended by the President of the United States to the Congress for passage,or favorably reported for passage to either House of the Congress by any committee of such House to which such legislation has been referred for consideration,a decision by a court of the United States or the United States Tax Court shall be rendered, or a ruling, regulation or Limited Offering Memorandum by or on behalf of the Treasury Department of the United States, the Internal Revenue Service or other agency or department of the United States shall be made or proposed to be made which has the purpose or effect, directly or indirectly, of imposing federal income taxes upon interest on the Bonds; (ii) any other action or event shall have transpired which has the purpose or effect, directly or indirectly, of materially adversely affecting the federal income tax consequences of any of the transactions contemplated in connection herewith or contemplated by the Limited Offering Memorandum, or, in the reasonable opinion of the Purchaser, such action or event pertaining to the federal income tax consequences referenced above materially adversely affects the market for the Bonds or the sale, at the contemplated offering price or prices (or yield or yields), by the Purchaser of theBonds;(iii)legislation shall be enacted,or actively considered for enactment by the Congress, with an effective date on or prior to the date of Closing,or a decision by a court of the United States shall be rendered,or a ruling or regulation by the Securities and Exchange Commission or other governmental agency having jurisdiction over the subject matter shall be made, the effect of which is that (A) the Bonds are not exempt from the registration,qualification or other requirements of the Securities Act of 1933, as amended and as then in effect, or the Securities Exchange Act of 193 4, as amended and as then in effect, or (B) the Indenture is not exempt from the registration, qualification or other requirements of the Trust Indenture Act of 1939,as amended and as then in effect; (iv) a stop order, ruling or regulation by the Securities and Exchange Commission shall be issued or made,the effect of which is that the issuance, offering or sale of the Bonds, as contemplated herein and in the Limited Offering Memorandum, is in violation of any provision of the Securities Act of 1933,as amended and as then in effect, the Securities Exchange Act of 1934, as amended and as then in effect, or the Trust Indenture Act of 1939, as amended and as then in effect; (v) there shall occur any event which in the reasonable judgment of the Purchaser either(A)makes untrue, incorrect or misleading in any material respect any statement or information contained in the Limited Offering Memorandum or (B) is not reflected in the Limited Offering Memorandum but should be reflected therein in order to make the statements and information contained therein not misleading in any material respect and, in either such event, the City refuses to permit the Limited Offering Memorandum to be supplemented to correct or supply such statement or information, or the effect of the Limited Offering Memorandum as so corrected or supplemented is such as, in the reasonable judgment of the Purchaser, would materially adversely affect the market for the Bonds or the sale, at the contemplated offering price, by the Purchaser of the Bonds; (vi) there shall occur any outbreak of hostilities or any regional, national or international calamity or crisis or a financial crisis and the effect is such as, in the reasonable judgment of the Purchaser,would materially adversely affect the market for or the marketability of the Bonds or obligations of the general character of the Bonds;(vii)a general suspension of trading on the New York Stock Exchange is in force; (viii) a general banking moratorium is declared by federal or state authorities; (ix) there occurs any material adverse change in the affairs, operations or financial conditions of the City, except as set forth or contemplated in the Limited Offering Memorandum; (x) the Limited Offering Memorandum is not executed,approved and delivered in accordance with Section 3 above; (xi) in the reasonable judgment of the Purchaser, the market price of the Bonds, or the market price generally of obligations of the general character of the Bonds,might be adversely affected because: (A) additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange, or the New York Stock Exchange or other national securities exchange,or any governmental authority,shall impose,as to the Bonds or similar obligations,any material restrictions not now in force, or increase materially those now in force,with respect to the extension of credit by,or the charge to the net capital requirements of,underwriters;(xii)a war involving the United States of America shall have 7 been declared, or any conflict involving the armed forces of any country shall have escalated, or any other international, national or regional emergency relating to or affecting the effective operation of government or the financial community shall have occurred, which, in the reasonable judgment of the Purchaser, materially adversely affects the market for the Bonds or of obligations of the general character of the Bonds;(xiii)any litigation shall be instituted,pending or threatened to restrain or enjoin the issuance,sale or delivery of the Bonds or in any way protesting or affecting any authority for or the validity of the Bonds,the Bond Ordinance,the existence or powers of the City, or any event described or contemplated by the Limited Offering Memorandum; (xiv)there shall have occurred a default with respect to the debt obligations of, or the institution of proceedings under any federal bankruptcy laws by or against, any state of the United States or any city or political subdivision of any state, the effect of which, in the reasonable judgment of the Purchaser, would materially adversely affect the ability of the Purchaser to market theBonds. 8. Conditions of Closing. The Purchaser's obligation to purchase the Bonds under this Contract is subject to the performance by the City of its obligations hereunder at and prior to the Closing Date,to the accuracy, in the reasonable discretion of the Purchaser,of the representations and warranties of the City contained herein as of the Closing Date, and, in the reasonable discretion of the Purchaser, to the following conditions, including the delivery of such documents as are enumerated herein in form and substance satisfactory to the Purchaser and its counsel as of the Closing Date: (A) Ordinances in Effect and City in Compliance Therewith. At the time of the Closing(i)each of the Bond Ordinance and the Establishing Ordinance shall be in full force and effect, and shall not have been amended,modified or supplemented since the date hereof, except as may have been agreed to in writing by the Purchaser, and the City shall have duly adopted and there shall be in full force and effect such additional ordinances or agreements as shall be, in the opinion of Bond Counsel, necessary in connection with the transactions contemplated hereby and (ii) the City shall perform or have performed all of its obligations required under or specified in this Contract with regard to the Bonds or the Bond Ordinance to be performed at,simultaneously with or prior to the Closing. (B) Opinions of Bond Counsel. The Purchaser shall have received an unqualified approving legal opinion substantially in the form of Appendix C to the Limited Offering Memorandum and a supplemental legal opinion substantially in the form of Exhibit A hereto, each dated the Closing Date, addressed to the Purchaser and the Trustee, from Foley & Lardner LLP, Bond Counsel, satisfactory to the Purchaser in its reasonable discretion. (C) Opinion of Purchaser's Counsel. The Purchaser shall have received an opinion dated the Closing Date, addressed to the Purchaser, from SJ Gray Law LLC, satisfactory to the Purchaser in its reasonable discretion. (D) Opinion of Counsel to the City. The Purchaser shall have received a favorable opinion dated the Closing Date, addressed to the Purchaser, Bond Counsel and the Trustee, from Kathleen Field Orr & Associates, counsel to the City, satisfactory to the Purchaser in its reasonable discretion, substantially in the form of Exhibit B hereto. (E) Continuing Disclosure. An executed copy of the Continuing Disclosure Agreement substantially in the form attached to the Limited Offering Memorandum shall have been executed and delivered by the City and the Dissemination Agent named therein. 8 (F) Performance: No Default. The City shall have performed and complied with all agreements and conditions herein required to be performed or complied with by the City prior to or on the Closing Date, and at the time of the Closing no event of default or default shall have occurred and be continuing with respect to the Ancillary Documents or the Bonds. (G) Ancillary Documents. At the Closing Date, (i)all of the Ancillary Documents shall be in full force and effect,shall have been duly executed and copies delivered to the Purchaser by, and shall constitute valid and binding agreements of, the parties thereto, shall not have been amended, modified or supplemented except as may have been agreed to in writing by the Purchaser and there shall be no defaults or events of default thereunder and(ii)the proceeds of the sale of the Bonds shall be applied or deposited with the Trustee for application as described in the Bond Ordinance, the trust indenture for the Prior Bonds and the Limited Offering Memorandum. (H) Closing Certificate of City. The City shall have delivered to the Purchaser a certificate dated the Closing Date, addressed to the Purchaser and the Trustee signed by the Mayor in form and substance reasonably satisfactory to the Purchaser. (I) The Bonds. The Bonds shall have been duly authorized, executed, authenticated, delivered, and the proceeds from the sale thereof applied, in accordance with the provisions of the Bond Ordinance and the Indenture (J) Trustee's Certificate. The Purchaser shall have received a certificate dated the Closing Date of an authorized officer of the Trustee, addressed to the Purchaser reasonably acceptable in form and substance to the Purchaser. (K) Form 8038-G. The Purchaser shall have received a copy of the completed Form 8038-G of the Internal Revenue Service executed by the City. (L) Officers' Certificates. The Purchaser shall have received any and all certificates required to be furnished by the provisions of any Ancillary Document to be obtained or furnished by the City at or prior toClosing. (M) Specimen Bonds. The Purchaser shall have received specimen Bonds. (N) Certified Conies of Ordinances. The Purchaser shall have received certified copies of the Bond Ordinance and the Establishing Ordinance. The Bond Ordinance shall include authorization for execution and delivery of this Contract. The Bond Ordinance shall have been filed with the County Clerk of Kendall County. The form of an abatement ordinance abating the Special Tax levied for the Prior Bonds shall be delivered to the Purchaser. (0) [Bond Insurance Policy. The Purchaser shall have received evidence of the issuance of the financial guaranty insurance policy in the form. of the specimen policy attached as Appendix C to the Limited Offering Memorandum which Bond Insurance Policy shall be in full force and effect as of the Closing.] (P) ['Oninion of Bond Insurer's Counsel. The Purchaser shall have received an opinion of counsel to the Bond Insurer, dated the date of the Closing and addressed to the City and the Purchaser regarding the validity of the Bond Insurance Policy and the accuracy and completeness of the Limited Offering Memorandum as to the BondInsurer.] 9 (Q) Special Tax Roll and Report. The Purchaser shall have received a copy of the Special Tax Roll and Report substantially in the form attached to the Limited Offering Memorandum. (R) Special Tax Roll and Report Consent. The Purchaser shall have received from the preparer of the Special Tax Roll and Report a letter dated the Closing Date, addressed to the Purchaser regarding such preparer's qualifications and the preparer's consent to the inclusion of the Special Tax Roll and Report in the Limited Offering Memorandum. (S) rRatings. The Purchaser shall have received evidence that the Bonds have received an insured rating of"_"from Standard&Poor's Ratings Group.] (T) Additional Opinions. Certificates. etc. The Purchaser shall have received such additional legal opinions, certificates, proceedings, instruments and other documents as the Purchaser, the City or their respective counsel may deem reasonably necessary or desirable. All of the opinions, letters,certificates, instruments and other documents mentioned in this Contract shall be deemed to be in compliance with the provisions of this Contract only if in the reasonable judgment of the Purchaser, they are satisfactory in form and substance. If there shall be a failure to satisfy the conditions of the Purchaser's obligations contained in this Contract or if the Purchaser's obligations to purchase the Bonds shall be terminated for any reason permitted by this Contract, this Contract shall terminate, and the Purchaser and the City shall not have any further obligations hereunder,except for the obligations set forth in Section 10 hereof which shall remain in full force and effect. 9. Changes Affecting the Limited Offering Memorandum. At any time prior to the Closing,the City agrees to supplement or amend the Limited Offering Memorandum whenever requested by the Purchaser when, in the reasonable judgment of the Purchaser and the City, such supplement or amendment is required. No amendment or supplement to the Limited Offering Memorandum shall be made without the approval of the Purchaser. After the Closing and so long as the Purchaser or any participating dealer shall be offering Bonds,but not later than 90 days after the date of this Contract, if any event shall occur as a result of which it is necessary to amend or supplement the Limited Offering Memorandum in order to make the statements therein, in light of the circumstances under which they are made not misleading,the City will so advise the Purchaser. In any such case, the City shall cooperate in the preparation, execution and delivery of either amendments to the Limited Offering Memorandum or supplemental information so that the statements in the Limited Offering Memorandum, as so amended or supplemented will not, in light of the circumstances under which such statements were made, be misleading. The cost of providing such amendments or supplements shall be paid by the City which costs may be reimbursed from amounts made available under the Bond Ordinance and the Indenture as Administrative Costs. 10. Payment of Expenses. All fees, costs and expenses associated with the issuance of the Bonds, including without limitation, the reasonable fees and disbursements of the preparer of the Special Tax Report, the Purchaser's legal counsel, SJ Gray Law LLC, Bond Counsel, Foley & Lardner LLP, and the City's counsel,Kathleen Field Orr& Associates, shall be disbursed and paid by the Trustee from the proceeds of the Bonds. 11. Notices. Except as otherwise provided in this Contract,whenever notice is required to be given pursuant 10 to the provisions of this Contract,such notice shall be in writing and may be given by personal or courier delivery,registered or certified mail,facsimile transmission or electronic communication,provided that delivery by facsimile transmission or electronic communication must be confirmed by the sender. 12. Law Governing. This Contract shall be construed in accordance with and governed by the laws of the State of Illinois. 13. Headings. The headings of the paragraphs and subparagraphs of this Contract are inserted for convenience only and shall not be deemed to constitute a part of this Contract. 14. Counterparts. This Contract may be signed in any number of counterparts,each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. 15. Parties and Interests. This Contract is made solely for the benefit of the City and the Purchaser, including the successors and assigns of the Purchaser, and no other person, partnership, association or corporation shall acquire or have any rights hereunder or by virtue hereof. 16. Reserved. 17. Further Financial Reports. The City agrees to provide the financial reports and information described in the Indenture which it has covenanted to provide to the Trustee, to the Purchaser [,the Bond Insurer] and any Bondholder upon written request. 18. Amendment or Assi nment. This Contract may not be amended except through the written consent of all of the parties hereto and is not assignable. 19. Survival of Representations.Warranties and Agreements. All representations, warranties and agreements contained in this Agreement shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of the Purchaser, and shall survive the delivery of and payment for the Bonds and any termination of this Agreement. 20. Severability. If any provision of this Contract shall be held or deemed to be or shall, in fact, be inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions, or in all cases because it conflicts with any other provision or provisions or any constitution or statute or rule of public policy, or for any other reason, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions herein contained invalid, inoperative,or unenforceable to any extent whatever. 11 The invalidity of any one or more phrases,sentences,clauses or sections in this Contract shall not affect the validity of the remaining portions of this Contract,or any part hereof. 21. Purchaser Not an Agent or Fiduciary. (A) The City has received and reviewed the disclosure letter January 14, 2019, that is required by the Municipal Securities Rulemaking Board ("MSRB") Rule G-17 as set forth in MSRB Notice 2012-25 (May 7, 2012). (B) (i) the purchase and sale of the Bonds pursuant to this Contract is an arm's length commercial transaction between the City and the Purchaser; (ii) in connection with the purchase and sale of the Bonds and with the discussions, undertakings and procedures leading up to the consummation of such transaction,the Purchaser is and has been acting solely as a principal and is not acting as an agent, advisor or fiduciary of the City; and (iii) the City has consulted its own legal, financial and other advisors to the extent it has deemed appropriate. [SIGNATURE PAGE FOLL0WSJ 12 [SIGNATURE PAGE OF BOND PURCHASE AGREEMENT] Very truly yours, D.A. Davidson& Co. By: Name: Title: Accepted and agreed to by the undersigned as of the date first above written. UNITED CITY OF YORKVILLE, an Illinois municipal corporation By: Gary J. Golinski, Mayor Schedule I United City of Yorkville, Kendall County,Illinois Special Service Area Number 2003-101 (Windett Ridge Project) Special Tax Refunding Bonds, Series 2019 MATURITY SCHEDULE EXHIBIT A United City of Yorkville 800 Game Farm Road Yorkville, Illinois 60560 Amalgamated Bank of Chicago 30 North LaSalle Street 38th Floor Chicago, Illinois 60602 D.A. Davidson& Co. 227 W.Monroe Street Suite 5250 Chicago,IL 60606 Re: $ United City of Yorkville, Kendall County, Illinois Special Service Area Number 2003-101 (Windett Ridge Project), Special Tax Refunding Bonds, Series 2019 Ladies and Gentlemen: We have served as Bond Counsel to the United City of Yorkville,Kendall County, Illinois (the "City") with respect to the issuance today of the $ United City of Yorkville, Kendall County, Illinois, Special Service Area Number 2003-101 (Windett Ridge Project) Special Tax Refunding Bonds, Series 2019(the "Bonds"). The Bonds are issued pursuant to an ordinance adopted by the City on February _, 2019 (the "Bond Ordinance"), a Bond Order of the City executed pursuant thereto and a Trust Indenture dated as of March 1, 2019 (the"Trust Indenture") between the City and Amalgamated Bank of Chicago, as trustee. We have delivered to you an executed copy of our approving opinion, dated today, addressed to you with respect to the Bonds. Based upon our examination as described in that opinion, we are further of the opinion that the Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Trust Indenture is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended. We are further of the opinion that statements contained in the Limited Offering Memorandum dated February_, 2019 relating to the Bonds under the sections entitled "T HE BONDS"(other than information under the subcaption "-Book-Entry-Only System" as to which no view is expressed); "SECURITY AND SOURCE OF PAYMENT FOR THE BONDS;"(other than information under the subcaptions" "Value to Lien Ratio' and "Representative Property Taxes (as to which no view is expressed); "THE SPECIAL SERVICE AREA AND SPECIAL TAX"(other than information under the subcaptions "Levy Abatement and Collection of Special Tax"and"Special Service Area Special Tax Roll and Report"as to which no view is expressed),"TAX EXEMPTION", and in Appendix D- Bond Opinion thereto insofar as the statements contained under such sections or in such Appendix purport to describe or summarize certain provisions of the Bonds, the Bond Ordinance and the Trust Indenture, or summarize such opinion, present an accurate description or summary of such provisions and opinion. Very truly yours, FOLEY&LARDNER LLP EXLELMI 11 March , 2017 D.A. Davidson& Co. Amalgamated Bank of Chicago 222 West Adams Street 30 North LaSalle Street Chicago,Illinois 60606 38th Floor Chicago, Illinois 60602 Foley& Lardner LLP Assured Guaranty Municipal Corp. 321 North Clark Street, Suite 2800 31 Wes t 52nd Street Chicago, Illinois 60610 27th Floor New York,New York 10019 Re: $ United City of Yorkville,Kendall County,Illinois Special Service Area Number 2003-101 (Windett Ridge Project) Special Tax Refunding Bonds, Series 2019 Ladies and Gentlemen: We have served as counsel for the United City of Yorkville, Illinois (the "City") in connection with the execution and delivery of the Bond Purchase Agreement dated March_,2019 (the"Purchase Agreement")by and between the City and D.A. Davidson&Co. (the"Purchaser") providing for the purchase by the Purchaser of the United City of Yorkville, Kendall County, Illinois, Special Service Area Number 2003-101 (Windett Ridge Project) Special Tax Refunding Bonds, Series 2019 (the "Bonds") issued pursuant to a Trust Indenture dated as of March 1, 2019 (the "Trust Indenture") between the City and Amalgamated Bank of Chicago, as trustee. Terms used but not defined herein shall have the meanings ascribed thereto in the Purchase Agreement. This opinion is being delivered to you at the express direction of the City and pursuant to the Purchase Agreement. In such capacity,we have examined the following: a. the Purchase Agreement; b. the Preliminary Limited Offering Memorandum of the City dated February 2019(the"Preliminary Limited Offering Memorandum")and the Limited Offering Memorandum of the City dated May 15, 20 13 relating to the Bonds (the "Final Limited Offering Memorandum", and together with the Preliminary Limited Offering Memorandum, the"Limited Offering Memorandum"); C. the Trust Indenture; d. the Continuing Disclosure Agreement dated March _, 2019 executed and delivered by the City; e. the Tax Compliance Certificate and Agreement dated March __., 2019 (the "Tax Compliance Certificate"); f. The City Ordinance adopted February 2019 relating to the Bonds (the "Bond Ordinance")and City Ordinance No. 2003-101 (the"Establishing Ordinance"); and g. The Administrative Services Agreement. and such other documents as we have deemed necessary to render this Opinion. As counsel to the City, we advised the City as to applicable requirements and performed other legal services necessary in order to enable us to render the opinions set forth below. Additionally, we participated in reviews and discussions with representatives of the Underwriter,Bond Counsel,and the Trustee relating to the Limited Offering Memorandum. For the purposes of this opinion,we have assumed that: a. The execution and delivery of all documents reviewed by us, and the entry into and performance of the transactions contemplated by the Purchase Agreement and the Indenture by all parties other than the City have been duly authorized by all necessary actions and that said agreements constitute the valid and binding obligations of all parties other than the City. b. All natural persons who are signatories to the Purchase Agreement, the Continuing Disclosure Agreement and the Indenture on behalf of parties other than the City were legally competent at the time of execution. C. All signatures on behalf of parties other than the City on said agreements and other documents reviewed by us aregenuine. d. The copies of all documents submitted to us are accurate and complete and conform to originals. Based upon our familiarity with the City,and the proceedings,showings and related matters of law with respect to the foregoing,but subject to the assumptions set forth herein,we are of the opinion that: 1. The City is a municipal corporation duly organized and validly existing under the laws of the State of Illinois, and has full legal right, power and authority to adopt the Bond Ordinance and the Establishing Ordinance, and to enter into, execute and deliver the Purchase Agreement, the Final Limited Offering Memorandum, the Continuing Disclosure Agreement, the Indenture, the Tax Compliance Certificate and the Administrative Services Agreement(the foregoing documents are hereafter collectively referred to as the "City Agreements"), to consummate all transactions contemplated thereby, and to issue and sell the Bonds for the purposes described in the Limited Offering Memorandum. 2. Each of the members or officers of the City executing the City Agreements and other closing documents executed in connection with the delivery of the Bonds has been authorized to do so. 3. The Establishing Ordinance and the Bond Ordinance were each duly authorized and adopted by the City at a meeting of the Corporate Authorities of the City, which was called and held pursuant to law and with the public notice required by law and at which a quorum was present and acting throughout and each such Ordinance is in full force and effect, and has not been amended, modified, revoked, repealed or supplemented since the respective dates thereof. 4. Each of the City Agreements has been duly authorized by all necessary action on the part of the City, has been duly executed and delivered by authorized officers of the City and constitute legal,valid and binding obligations of the City enforceable against the City in accordance with their respective terms, subject to the qualification that the enforcement thereof may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting creditors' rights and by the availability of equitable remedies. 5. The Final Limited Offering Memorandum has been duly executed and delivered by the City. The use by the Underwriter of the Limited Offering Memorandum in connection with the offer and sale of the Bonds has been authorized and ratified by the City. 6. The Bonds have been duly authorized by all necessary action on the part of the City, have been duly executed by the authorized officers of the City and have been validly issued by the City and constitute the legal,valid and binding obligations of the City enforceable against the City in accordance with their terms, subject to the qualification that the enforcement thereof may be limited by laws relating to bankruptcy, insolvency,reorganization, moratorium or other similar laws affecting creditors' rights and by the availability of equitable remedies. 7. Other than as set forth in the Limited Offering Memorandum, there is no action, suit,proceeding, inquiry or investigation,at law or in equity,or by any court,public board or body pending or, to our knowledge, threatened against or affecting the City, or, to our knowledge,is there any basis for any such action, suit,proceeding or investigation in any way (i)contesting or affecting the proceedings under which the Bonds are to be issued and de livered; (ii)contesting or affecting the collection, application or validity of the Special Tax or the special tax levy; (iii) contesting or affecting the creation, organization, existence or powers of the City or the Area, or the titles of the Mayor,Aldermen and officers to their respective offices; (iv)which seeks to enjoin or restrain the issuance, sale and delivery of the Bonds; (v) questioning or affecting any of the rights, powers, duties or obligations of the City with respect to the Special Tax or the monies and assets pledged or to be pledged to pay the principal of, premium, if any, or interest on the Bonds; (vi) questioning or affecting any authority for the issuance of the Bonds,or the validity or enforceability of the Bonds; or (vii) questioning or affecting the City Agreements, the Bond Ordinance,the Establishing Ordinance or the transactions contemplated by the City Agreements, the Bond Ordinance or the Establishing Ordinance. 8. The authorization, execution and delivery by the City of the City Agreements do not, and the compliance with the provisions thereof by the City, under the circumstances contemplated therein,will not, in any material respect,conflict with or constitute on the part of the City a breach of or default under any agreement to which the City is a party under any law, regulation, order, ordinance or consent decree of any court or governmental tribunal to which the City is subject. 9. The adoption of the Bond Ordinance and the Establishing Ordinance,the execution and delivery by the City of the Bonds and compliance by the City with the provisions thereof.under the circumstances contemplated thereby, do not and will not violate any applicable judgment,order or regulation of any court or of any public or governmental agency or authority of the State of Illinois and will not conflict with,or result in a breach of, any of the terms and provisions of, or constitute a default under, any existing law, court or administrative regulation,decree,order or any agreement,indenture,mortgage, lease or other instrument to which the City is subject or by which it is or may be bound. 10. Based upon our familiarity with the City to the extent of our capacity as special counsel to the City, our involvement in the negotiation of the City Agreements and the issuance of the Bonds by the City,nothing has come to our attention and we have no reason to believe that the information contained in the Limited Offering Memorandum in or under the captions"INTRODUCTORY STATEMENT";"THE BONDS" (other than information under the sub-caption "- Book-Entry Only System"); "PLAN OF FINANCE"; "SECURITY AND SOURCE OF PAYMENT FOR THE BONDS"(other than information under the sub-caption"-Value to Lien Ratio'); "THE AREA"; "THE CITY"; "THE SPECIAL SERVICE AREA AND THE SPECIAL TAX";"RISK FACTORS- Limited Source of Funds" and"-Loss of Tax Exemption"; "LEGAL OPINIONS"; "CONTINUING DISCLOSURE"; "NO LITIGATION"; "NO BOND RATING" and "AUTHORIZATION" and in Appendix A thereto (except with respect to financial information and statistical data contained therein,as to which we express no opinion),contains any untrue statement of a material fact or omits any material fact that is necessary to be stated therein in order to make the statements therein,in light of the circumstances in which they were made,not misleading. This opinion is limited to the matters set forth herein. No opinion may be inferred or implied beyond the matters expressly contained herein. This opinion is rendered solely for the benefit of the persons or entities to whom it is addressed and no other person or entity shall be entitled to rely on any matters set forth herein without the express written consent of the undersigned. Very truly yours, Exhibit D Preliminary Limited Offering Memorandum 4838-4320-3718.3 PRELIMINARI L13IFFED OFFERING MEIIORANDI Ni D.-VIED _,2019 NEW ISSUE-BOOK ENTRY ONLY BANK QUALIFIED 8N No Rating y � In the opinion of Foley&Lardner LLP, Bond Counsel, under existing law, if there is continuing compliance with certain requirements of the Internal Revenue Code of 1986, interest on the Bonds will be excluded from gross income for Federal income tax purposes except as described under "TAX EXEMPTION"herein. In the opinion of Bond Counsel, �ow the Bonds are not `private activity bonds,"and the interest thereon is therefore not required to be included as an item of 3 o tax preference in computing "alternative minimum taxable income."Interest on the Bonds is not exempt from Illinois income taxes. See also APPENDIX D for the proposed form of the opinion of Bond Counsel. The Bonds are deemed Q designated "qualified tax-exempt obligations"under Section 265(b)(3)of the Code. Bond Counsel expresses no opinion oma= o a regarding any other federal or state tax consequences relating to the ownership or disposition of,or the accrual or receipt of interest on, the Bonds. See "TAX EXEMPTION" and "QUALIFIED TAX-EXEMPT OBLIGATIONS" herein for a more complete discussion. V N� $5,180,000 L UNITED CITY OF YORKVILLE Kendall County,Illinois Special Service Area Number 2003-101 (Windett Ridge Project) L 3 Special Tax Refunding Bonds,Series 2019 Dated: Date of Delivery Due:March 1 as shown on the inside cover O V O ° This Limited Offering Memorandum is being furnished in connection with the United City of Yorkville, Kendall E TN County,Illinois, Special Service Area Number 2003-101 (Windett Ridge Project)Special Tax Refunding Bonds,Series Q)--o 2019(the"Bonds").The Bonds will be secured by a pledge of Special Taxes(as defined herein)and certain other amounts m held in funds established pursuant to the Trust Indenture dated as of March 1,2019(the"Trust Indenture"or"Indenture") o�E between the United City of Yorkville, Kendall County, Illinois (the "City") and Amalgamated Bank of Chicago, as :5 Trustee(the"Trustee"). o'.F The Bonds are issuable only as fully registered bonds without coupons and, when issued, will be registered in the o�� name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ("DTC"). Individual Q)-o purchases will be made in book entry form only,in denominations of$100,000 or integral multiples of$1,000 in excess thereof. Beneficial Owners of the Bonds will not receive physical certificates representing their interest in the Bonds a@ purchased.Principal of,premium, if any,and interest(payable on March 1 and September 1 of each year,commencing �s�o September 1,2019)on the Bonds are payable by the Trustee to DTC,which will remit such principal,premium, if any, FD T (D and interest to DTC's Participants,who in turn will be responsible for remitting such payments to the Beneficial Owners o=a o of the Bonds,as described herein. -F Q) The Bonds are subject to optional, mandatory and special mandatory redemption prior to maturity as set o~o forth herein. o=='o �a THE BONDS ARE BEING ISSUED PURSUANT TO THE SPECIAL SERVICE AREA TAX LAW OF THE aJ j STATE OF ILLINOIS, AS AMENDED, AND, IN THE OPINION OF BOND COUNSEL, WILL CONSTITUTE io o € E- VALID AND LEGALLY BINDING LIMITED OBLIGATIONS OF THE UNITED CITY OF YORKVILLE, o KENDALL COUNTY, ILLINOIS (THE "CITY"), PAYABLE SOLELY AND ONLY FROM THE SPECIAL TAX o� AND AMOUNTS ON DEPOSIT IN CERTAIN OF THE FUNDS ESTABLISHED AND MAINTAINED PURSUANT TO THE TRUST INDENTURE,AS SET FORTH HEREIN.THE BONDS ARE NOT GENERAL OBLIGATIONS OF E�-7 THE CITY AND NEITHER THE FULL FAITH AND CREDIT NOR THE GENERAL TAXING POWER OF THE CD CITY,THE COUNTY OF KENDALL,THE STATE OF ILLINOIS,OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE BONDS.NO HOLDER OF ANY BOND SHALL HAVE THE RIGHT M D`° TO COMPEL THE EXERCISE OF ANY TAXING POWER OF THE CITY (OTHER THAN THE LEVY OF THE s E-o SPECIAL TAX AS DESCRIBED HEREIN) FOR PAYMENT OF THE PRINCIPAL AMOUNT OF, PREMIUM, IF E ANY,OR INTEREST ON THE BONDS. ,.=o The Bonds are offered when, as and if issued, subject to prior sale, withdrawal or modification of the offer without r o notice, the approving legal opinion of Foley&Lardner LLP, Chicago,Illinois,Bond Counsel. Certain legal matters will a <a be passed upon for the Underwriter by SJ Gray Law, LLC, Chicago, Illinois, and for the City by Kathleen Field Orr& CE 7g Associates, Chicago,Illinois. It is expected that the Bonds will be available for delivery through the facilities of DTC in Y-= New York, New York on or about 2019. ��.o EION. D A DAVIDSON FIXED INCOME CAPITAL MARKETS ,2019 Preliminary;subject to change. MATURITIES AND PRINCIPAL AMOUNTS,INTEREST RATES,YIELDS OR PRICES AND CUSIPs $5,180,000` UNITED CITY OF YORKVILLE,KENDALL COUNTY,ILLINOIS SPECIAL TAX REFUNDING BONDS,SERIES 2019 (WINDETT RIDGE PROJECT) Maturity (March 1) Amount Interest Rates Yield CUSIPt $ %Term Bond due March 1,20_,Yield %CUSIP No. $ %Term Bond due March 1,20 ,Yield %CUSIP No. " Preliminary;subject to change. t CUSIP is a registered trademark of the American Bankers Association. CUSIP data is provided by CUSIP Global Services,which is managed on behalf of the American Bankers Association by S&P Global Market Intelligence. The CUSIP numbers listed are being provided solely for the convenience of the Bondholders only at the time of sale of the Bonds and the City does not make any representation with respect to such numbers or undertake any responsibility for their accuracy now or at any time in the future. The CUSIP number for a specific maturity is subject to being changed after the sale of the Bonds as a result of various subsequent actions,including,but not limited to,a refunding in whole or in part of such maturity or as a result of the procurement of secondary market portfolio insurance or other similar enhancement by investors that is applicable to all or a portion of certain maturities of the Bonds. LIMITED OFFERING MEMORANDUM This Limited Offering Memorandum is being furnished by the United City of Yorkville, Kendall County, Illinois(the "City")to a limited number(35 or less)of sophisticated investors or registered investment companies under the Investment Company Act of 1940 solely for the purpose of each investor's consideration of the purchase of the Bonds described herein, and is not to be used for any other purpose or made available to anyone not directly concerned with the decision regarding such purchase. This Limited Offering Memorandum does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Bonds by any person, in any jurisdiction in which it is unlawful for such person to make such an offer, solicitation or sale in such jurisdiction. No dealer,broker,salesman or other person has been authorized by the City or the Underwriter to give any information or to make any representation other than as contained in this Limited Offering Memorandum in connection with the offering described herein,and,if given or made,such information or representation must not be relied upon as having been authorized.Certain information contained herein has been obtained from the City, DTC and other sources which are believed by the Underwriter to be reliable,but it is not guaranteed as to accuracy or completeness. In accordance with, and as part of, its responsibilities to investors under the federal securities laws, as applied to the facts and circumstances of this transaction,the Underwriter has reviewed the information in this Limited Offering Memorandum but does not guarantee the accuracy or completeness of such information. Neither the delivery of this Limited Offering Memorandum nor the sale of any of the Bonds shall imply that the information herein is correct as of any time subsequent to the date hereof. This Limited Offering Memorandum should be considered in its entirety and no one factor should be considered more or less important than any other by reason of its position in this Limited Offering Memorandum. Where statutes,reports,agreements or other documents are referred to herein,reference should be made to such statutes,reports,agreements or other documents for more complete information regarding the rights and obligations of parties thereto,facts and opinions contained therein and the subject matter thereof. THE BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 NOR HAS THE INDENTURE BEEN QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939 IN RELIANCE UPON EXEMPTIONS CONTAINED IN SUCH ACTS. THE REGISTRATION OR QUALIFICATION OF THE BONDS IN ACCORDANCE WITH THE APPLICABLE PROVISIONS OF SECURITIES LAWS OF THE STATES IN WHICH THE BONDS HAVE BEEN REGISTERED OR QUALIFIED AND THE EXEMPTION FROM REGISTRATION OR QUALIFICATION IN OTHER STATES CANNOT BE REGARDED AS A RECOMMENDATION THEREOF.NEITHER THESE STATES NOR ANY OF THEIR AGENCIES HAVE PASSED UPON THE MERITS OF THE BONDS OR THE ACCURACY OR COMPLETENESS OF THIS LIMITED OFFERING MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY MAY BE A CRIMINAL OFFENSE. IN CONNECTION WITH THE OFFERING OF THE BONDS, THE UNDERWRITER MAY OVERALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICES OF THE BONDS AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME WITHOUT NOTICE.THE PRICES AND OTHER TERMS RESPECTING THE OFFERING AND SALE OF THE BONDS MAY BE CHANGED FROM TIME TO TIME BY THE UNDERWRITER AFTER THE BONDS ARE RELEASED FOR SALE, AND THE BONDS MAY BE OFFERED AND SOLD AT PRICES OTHER THAN THE INITIAL OFFERING PRICES,INCLUDING SALES TO DEALERS WHO MAY SELL THE BONDS INTO INVESTMENT ACCOUNTS. There can be no guarantee that there will be a secondary market for the Bonds or,if a secondary market exists,that it would continue to exist or that the Bonds could in any event be sold for any particular price. In connection with the issuance of the Bonds, the City will enter into a Continuing Disclosure Agreement with Amalgamated Bank of Chicago. See"CONTINUING DISCLOSURE"herein. CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS IN THIS LIMITED OFFERING MEMORANDUM Certain statements included in or incorporated by reference in this Limited Offering Memorandum that are not purely historical are "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995,Section 21 E of the United States Securities Exchange Act of 1934,as amended,and Section 27A of the United States Securities Act of 1933, as amended, and reflect the City's current expectations, hopes,intentions,or strategies regarding the future.Such statements may be identifiable by the terminology used such as"plan,""expect,""estimate,""budget,""intend"or other similar words. Additionally,all statements in this Limited Offering Memorandum, including forward-looking statements, speak only as of the date they are made,and neither the City or the Underwriter undertakes any obligation to update any statement in light of new information or future events. THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS CONTAINED IN SUCH FORWARDLOOKING STATEMENTS INVOLVES KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE ACTUAL RESULTS, PERFORMANCE,OR ACHIEVEMENTS DESCRIBED TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE, OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. NEITHER THE CITY OR THE UNDERWRITER NOR ANY OTHER PARTY PLANS TO ISSUE ANY UPDATES OR REVISIONS TO THOSE FORWARD-LOOKING STATEMENTS IF OR WHEN THEIR EXPECTATIONS, OR EVENTS, CONDITIONS, OR CIRCUMSTANCES UPON WHICH SUCH STATEMENTS ARE BASED OCCUR. UNITED CITY OF YORKVILLE,ILLINOIS MAYOR GARY J. GOLINSKI ALDERMEN Carlo Colosimo Ken Koch Jacquelyn Milschewski Joel Frieders Arden Joe Plocher Seaver Tarulis Chris Funkhouser Jason Peterson OFFICIALS Beth Warren Bart Olson City Clerk City Administrator Eric Dhuse Rob Fredrickson Kathleen Field Orr,Esq. Director of Public Works Finance Director/Deputy Treasurer City Attorney PROFESSIONAL SERVICES BOND COUNSEL Foley&Lardner LLP Chicago,Illinois SPECIAL SERVICE AREA TRUSTEE ADMINISTRATOR Amalgamated Bank of Chicago David Taussig&Associates, Inc. Chicago, Illinois Newport Beach, California TABLE OF CONTENTS Pate INTRODUCTORY STATEMENT....................................................................................................................................1 THEBONDS.....................................................................................................................................................................2 GeneralDescription of the Bonds......................................................................................................................2 Redemption........................................................................................................................................................3 Optional Prepayment of Special Tax..................................................................................................................5 Mandatory Prepayment of Special Tax..............................................................................................................5 BookEntry Only System....................................................................................................................................6 PLANOF FINANCE.........................................................................................................................................................8 General...............................................................................................................................................................8 Refundingof Prior Bonds..................................................................................................................................8 Estimated Sources and Uses of Funds*..............................................................................................................9 DEBTSERVICE REQUIREMENTS................................................................................................................................9 ESTIMATED SPECIAL TAX AND DEBT SERVICE COVERAGE............................................................................10 SECURITY AND SOURCE OF PAYMENT FOR THE BONDS..................................................................................10 General.............................................................................................................................................................10 TheSpecial Tax................................................................................................................................................11 NoAdditional Bonds........................................................................................................................................ 12 PledgedFunds.................................................................................................................................................. 12 Non-Pledged Funds..........................................................................................................................................14 Securityfor the Bonds...................................................................................................................................... 15 Covenantsof the City....................................................................................................................................... 15 Investmentof Funds......................................................................................................................................... 16 Enforcement of Payment of Special Tax..........................................................................................................16 Valueto Lien Ratio..........................................................................................................................................18 Representative Property Taxes.........................................................................................................................19 Historical Special Tax Collections and Delinquencies.....................................................................................20 THEAREA......................................................................................................................................................................20 General.............................................................................................................................................................20 Improvements...................................................................................................................................................21 SingleFamily Homes.......................................................................................................................................21 Developer.........................................................................................................................................................21 WaterFacilities................................................................................................................................................21 SanitarySewers................................................................................................................................................21 StormWater Facilities......................................................................................................................................21 OtherUtilities...................................................................................................................................................22 FloodPlain/Wetlands.......................................................................................................................................22 THECITY........................................................................................................................................................................22 THE SPECIAL SERVICE AREA AND SPECIAL TAX................................................................................................22 TheAct.............................................................................................................................................................22 Establishmentof the Area................................................................................................................................23 Levy,Abatement and Collection of Special Tax..............................................................................................23 Special Service Area Special Tax Report.........................................................................................................23 AdministrativeServices...................................................................................................................................25 RISKFACTORS..............................................................................................................................................................25 LimitedSource of Funds..................................................................................................................................25 InformationNot Verified.................................................................................................................................25 OverlappingIndebtedness................................................................................................................................25 TaxDelinquencies............................................................................................................................................26 Potential Delay and Limitations in Foreclosure Proceedings...........................................................................26 NoAcceleration...............................................................................................................................................27 Bankruptcy.......................................................................................................................................................27 MaximumSpecial Taxes..................................................................................................................................27 Disclosure to Future Purchasers.......................................................................................................................28 LimitedSecondary Market...............................................................................................................................28 Secondary Market and Prices...........................................................................................................................28 Lossof Tax Exemption....................................................................................................................................28 Risk of Legislative and Judicial Changes.........................................................................................................28 ForceMajeure Events......................................................................................................................................29 UNDERWRITING...........................................................................................................................................................29 LEGALOPINIONS.........................................................................................................................................................29 TAXEXEMPTION.........................................................................................................................................................29 CONTINIUINGDISCLOSURE......................................................................................................................................31 Continuing Disclosure Agreement...................................................................................................................31 Corrective Action Related to Certain Bond Disclosure Requirements.............................................................32 NOLITIGATION............................................................................................................................................................33 NOBOND RATING........................................................................................................................................................33 QUALIFIED TAX-EXEMPT OBLIGATIONS..............................................................................................................33 MISCELLANEOUS........................................................................................................................................................33 AUTHORIZATION.........................................................................................................................................................35 APPENDICES: APPENDIX A-Special Tax Report APPENDIX B-Trust Indenture APPENDIX C-Bond Opinion APPENDIX D-Continuing Disclosure Agreement APPENDIX E-Information Regarding the City LIMITED OFFERING MEMORANDUM $5,180,000" United City of Yorkville Kendall County,Illinois Special Service Area Number 2003-101 (Windett Ridge Project) Special Tax Refunding Bonds,Series 2019 INTRODUCTORY STATEMENT This Limited Offering Memorandum,which includes the cover page and Appendices attached hereto,is provided to furnish information in connection with the issuance and sale by the United City of Yorkville, Kendall County, Illinois (the "City") of$5,180,000* aggregate principal amount of Special Service Area Number 2003-101 (Windett Ridge Project) Special Tax Refunding Bonds, Series 2019 (the "Bonds"). The Bonds will be issued by the City pursuant to (i) the Illinois Constitution of 1970; (ii) the Special Service Area Tax Law of the State of Illinois (the "Special Service Area Act"); (iii) the Illinois Local Government Debt Reform Act; (iv) Ordinance No. of the City adopted at a meeting of the City Council on February _, 2019, as supplemented by a Bond Order executed pursuant thereto(the"Bond Ordinance")providing for the issuance of the Bonds;and(v)a Trust Indenture dated as of March 1,2019(the"Indenture"or"Trust Indenture") between the City and Amalgamated Bank of Chicago, Chicago, Illinois, as trustee (the "Trustee"). The Bonds will be issued as fully registered bonds without coupons in book entry only form in denominations of$100,000 or any integral multiple of$1,000 in excess thereof. The Bonds will be secured primarily by the proceeds of the Special Tax(as defined in the Special Tax Report attached hereto as APPENDIX A and hereafter referred to as the "Special Tax Report")levied on certain property within the United City of Yorkville Special Service Area Number 2003-101 (referred to herein as "SSA 2003-101," the "Area" or the "Special Service Area"). In addition, the Bonds will be payable from and secured by certain funds established pursuant to the Trust Indenture. See "SECURITY AND SOURCE OF PAYMENT FOR THE BONDS" herein. Capitalized terms used but not defined herein shall have the meaning given such terms in the Trust Indenture. See"APPENDIX B—Trust Indenture." The Special Service Area consists of approximately 163 acres of land in the City and originally consisted of 277 lots for single family homes("Single Family Homes"). 37 Single Family Homes have prepaid the special tax,leaving 240 Single Family Homes securing the Bonds. With the exception of 36 single family lots,of which 11 are currently under construction,all of the parcels with the Area are finished with Single Family Homes. The development of the Single Family Homes within the Area is hereinafter referred to as the "Project." A finished lot for a Single Family Home shall be sometimes referred to herein as a"Single Family Home Parcel" or"Parcels. "See"THE AREA." The City previously issued its $6,900,000 Special Service Area Number 2003-101 Special Tax Bonds, Series 2003(Windett Ridge Project) (the "Prior Bonds") pursuant to a Trust Indenture dated as of the dated as of August 1, 2003 (the "Prior Indenture"), between the City and U.S. Bank National Association, as successor trustee. The Prior Bonds were issued to pay the costs of public infrastructure improvements for the Area. The proceeds of the Bonds will be used to: (i) make a deposit to the Reserve Fund for the Bonds in the amount of the Reserve Requirement equal to$ ;(ii)make an initial deposit to the Administrative Expense Fund; (iii) make a deposit to the Costs of Issuance Account; and(iv) 'Preliminary;subject to change. 1 together with amounts on hand under the Prior Indenture,currently refund all of the outstanding Prior Bonds. See"THE BONDS." IN THE OPINION OF BOND COUNSEL, THE BONDS WILL CONSTITUTE VALID AND LEGALLY BINDING LIMITED OBLIGATIONS OF THE CITY,PAYABLE SOLELY AND ONLY FROM THE SPECIAL TAXES (AS PROVIDED IN THE BOND ORDINANCE, THE SPECIAL TAX REPORT AND THE TRUST INDENTURE) AND AMOUNTS ON DEPOSIT IN CERTAIN OF THE FUNDS AND ACCOUNTS ESTABLISHED AND MAINTAINED UNDER THE TRUST INDENTURE, AS SET FORTH HEREIN. THE BONDS ARE NOT GENERAL OBLIGATIONS OF THE CITY AND NEITHER THE FULL FAITH AND CREDIT NOR THE GENERAL TAXING POWER OF THE CITY, THE COUNTY OF KENDALL, THE STATE OF ILLINOIS, OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE BONDS.NO HOLDER OF ANY BOND SHALL HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY TAXING POWER OF THE CITY (OTHER THAN THE LEVY OF THE SPECIAL TAX)FOR PAYMENT OF THE PRINCIPAL AMOUNT OF, PREMIUM, IF ANY, OR INTEREST ON THE BONDS. A copy of any document or agreement referred to herein may be obtained upon request from D.A.Davidson&Co.(the"Underwriter"). THE BONDS General Description of the Bonds The Bonds will be issued in the aggregate principal amount of$ ,will bear interest at the rates, and will mature on the dates set forth on the inside cover of this Limited Offering Memorandum. The Bonds are subject to optional, mandatory and special redemption as described herein. The Bonds will be issued only as fully registered bonds without coupons in book entry form, initially in authorized denominations of$100,000 or any integral multiple of$1,000 in excess thereof. The Depository Trust Company, New York, New York ("DTC"), will act as securities depository for the Bonds.Principal of,premium, if any,and interest on the Bonds will be paid by the Trustee directly to DTC, which will remit such principal, premium, if any, and interest to DTC's Participants,who,in turn will be responsible for remitting such payments to the Beneficial Owners of the Bonds. See"THE BONDS -Book Entry Only System." Interest on the Bonds will be paid in lawful money of the United States of America semiannually on March 1 and September 1 of each year (each, an "Interest Payment Date"), commencing September 1, 2019. Interest on the Bonds shall be calculated on the basis of a 360-day year composed of twelve 30-day months. The sum of$ shall be borrowed by the City pursuant to the Special Service Area Act and the Local Government Debt Reform Act for the purpose of paying a portion of the costs of refunding the Prior Bonds (which, together with amounts on hand under the Prior Indenture shall be sufficient to refund the Prior Bonds),including the costs of the City in connection with the issuance of the Bonds, and making deposits to the Reserve Fund and the Administrative Expense Fund all as provided in the Bond Ordinance and the Trust Indenture. The Bonds shall be designated "Special Service Area Number 2003-101 (Windett Ridge Project)Special Tax Refunding Bonds,Series 2019" and shall be numbered consecutively from R-1 upward but need not be authenticated or delivered in consecutive order.The Bonds will be dated as of the date of their delivery. 2 Redemption Mandatory Sinking Fund Redemption. The Bonds maturing on March 1, 20 and March 1, 20_ are Term Bonds and are subject to mandatory redemption from amounts on deposit in the Bond and Interest Fund,in part and randomly,at the Redemption Price equal to the principal amount thereof to be redeemed without bond premium on March 1 of the years and in the amounts as follows: 20_Term Bonds Year Amount (maturity) 20_Term Bonds Year Amount (maturity) The City covenants that it will redeem the Bonds pursuant to the mandatory sinking fund redemption requirements for the Bonds to the extent amounts are on deposit in the Bond and Interest Fund. Proper provision for mandatory redemption having been made, the City covenants that the Bonds so selected for redemption shall be payable upon redemption and taxes have been levied and will be collected as provided in the Trust Indenture and in the Bond Ordinance for such purposes. Optional Redemption. The Bonds are also subject to optional redemption prior to maturity at the option of the City, in whole or in part, on any date on or after March 1, 2027% at a redemption price of par plus accrued and unpaid interest to the date of redemption. Any optional redemption of the Bonds in part will be applied,to the extent possible,to reduce pro rata the amount of the Bonds maturing or required to be redeemed by mandatory sinking fund redemption, so as to maintain the proportion of principal maturing or subject to mandatory sinking fund redemption in each year to the total original principal amount of the Bonds. Mandatory Redemption Upon Condemnation and Change in Density. The Bonds are also subject to mandatory redemption on any Interest Payment Date,in part,at a redemption price equal to the principal amount to be redeemed,together with accrued interest to the date fixed for redemption, without premium,from amounts in the Bond and Interest Fund consisting of the proceeds received by the City in connection with a condemnation of any of the Special Services or any other property dedicated to, or owned by,the City within the Area and allocable to the Bonds as determined by the Consultant and which proceeds are not used by the City to rebuild the Special Services. The Bonds are subject to mandatory redemption on any Interest Payment Date,in whole or in part,at a redemption price equal to the principal amount to be redeemed,together with accrued interest to the date fixed for redemption,without premium, in the event the Consultant notifies the Trustee of Preliminary;subject to change. 3 a mandatory prepayment of the Special Taxes upon a reduction in the Maximum Parcel Special Taxes (as defined in the Special Tax Report)as a result of a reduction in the number of Single Family Homes within the Area as set forth in the final plat or plats of subdivision approved by the City or any other event that reduces the total of the Maximum Parcel Special Tax as described in,and in the amount set forth in, Section VI.G of the Special Tax Report and Exhibit B thereto. Any mandatory redemption of the Bonds pursuant to the paragraphs above shall be applied, to the extent possible,to reduce pro rata the amount of Bonds maturing or required to be redeemed by mandatory sinking fund redemption and so as to maintain the proportion of principal maturing or subject to mandatory sinking fund redemption in each year to the total original principal amount of the Bonds. Special Mandatory Redemption from Optional Prepayment of Special Tax. Property owners may prepay the Maximum Parcel Special Tax at any time.See"THE BONDS—Optional Prepayment of Special Tax"and the Special Tax Report attached hereto as APPENDIX A for a description of the ability of an owner of a Parcel to prepay the Special Tax. The proceeds received from any such prepayments will be used to redeem the Bonds in part. Consequently, the Bonds are also subject to mandatory redemption on any March 1,June 1,September 1 or December 1,in part,from prepayments of the Special Tax from amounts available for disbursement from the Special Redemption Account (which includes optional prepayments of the Special Tax and amounts transferred from the Reserve Fund to the Special Redemption Account pursuant to the Trust Indenture) pursuant to the Trust Indenture, at a redemption price (expressed as a percentage of the principal amount of the Bonds to be redeemed), as set forth below, together with accrued interest on such Bonds to the date fixed for redemption: Redemption Redemption Dates Premium Issue Date to and including February 28,2026 2.00% March 1,2026 to and including February 28,2027 1.00 March 1,2027 to maturity 0.00 Any special mandatory redemption of the Bonds pursuant to the previous paragraph will be applied,to the extent possible,to reduce pro rata the amount of the Bonds maturing or required to be redeemed by mandatory sinking fund redemption and so as to maintain the proportion of principal maturing or subject to mandatory sinking fund redemption in each year to the total original principal amount of the Bonds. Redemption Provisions; Notice of Redemption. If less than all the Bonds of any maturity are to be redeemed on any redemption date, the Bond Registrar appointed in the Trust Indenture shall assign to each Bond of the maturity to be redeemed a distinctive number for each$1,000 of principal amount of that Bond.The Bond Registrar shall then select by lot from the numbers so assigned,using such method as it shall deem proper in its discretion,as many numbers as,at$1,000 per number,shall equal the principal amount of the Bonds of that maturity to be redeemed;provided that following any redemption, no Bond shall be outstanding in an amount less than the minimum Authorized Denomination except(i) as necessary to effect the mandatory sinking fund redemption of the Bonds as set forth above, or(ii)to effect a special mandatory redemption from optional prepayments when the total aggregate principal amount of Bonds outstanding is $100,000 or less. See "THE BONDS —General Description of the Bonds." 4 Notice of the redemption of any Bonds, which by their terms shall have become subject to redemption, shall be given to the registered owner of each Bond or portion of a Bond called for redemption not less than 30 or more than 60 days before any date established for redemption of the Bonds, by the Bond Registrar,on behalf of the City, by first class mail sent to the registered owner's last address, if any, appearing on the registration books kept by the Bond Registrar. All notices of redemption shall include at least the designation, date and maturities of the Bonds called for redemption, CUSIP Numbers, if available, and the date of redemption. In the case of a Bond to be redeemed in part only,the notice shall also specify the portion of the principal amount of the Bond to be redeemed.The mailing of the notice specified above to the registered owner of any Bond shall be a condition precedent to the redemption of that Bond, provided that any notice which is mailed in accordance with the Trust Indenture shall be conclusively presumed to have been duly given whether or not the owner received the notice. The failure to mail notice to the owner of any Bond, or any defect in that notice,shall not affect the validity of the redemption of any other Bond for which notice was properly given. With respect to an optional redemption of any Bonds, unless moneys sufficient to pay the principal of, redemption premium, if any, and interest on the Bonds to be redeemed shall have been received by the Trustee prior to the giving of such notice of redemption,such notice may,at the option of the City, state that said redemption shall be conditional upon the receipt of such moneys by the Trustee on or prior to the date fixed for redemption.If such moneys are not received,such notice shall be of no force and effect,the City shall not redeem such Bonds and the Trustee shall give notice, in the same manner in which the notice of redemption was given,that such moneys were not so received and that such Bonds will not be redeemed. Purchase in Lieu of Redemption. In lieu of redemption as provided in the Trust Indenture, moneys in the Bond and Interest Fund may be used and withdrawn by the City for the purchase of outstanding Bonds,at public or private sale as and when,and at such prices(including brokerage and other charges) as the City may provide, but in no event may the Bonds be purchased at a price in excess of the principal amount of such Bonds, plus interest accrued to the date of purchase and any premium which would otherwise be due if such Bonds were to be redeemed in accordance with the Trust Indenture. Optional Prepayment of Special Tax The manner in which the Special Tax may be prepaid is described in the Special Tax Report included in this Limited Offering Memorandum as APPENDIX A. Generally,so long as there are no delinquent Special Taxes with respect to a Parcel(as defined in the Special Tax Report), the Special Tax may be prepaid with respect to any Parcel at any time and the obligation to pay the Special Tax permanently satisfied by the payment of an amount equal to the amount of prepayment determined in accordance with the formula set forth in the Special Tax Report. See the information included in APPENDIX A hereto for a more complete discussion of the calculation of the amount of prepayment of Special Tax. Mandatory Prepayment of Special Tax In addition to the optional prepayment as described above, upon any time the Consultant determines that there has been or will be a reduction in the Maximum Parcel Special Tax(as defined in the Special Tax Report)as a result of an event, such as a reduction in the number of Single Family Homes within the Area as set forth in the final plat or plats of subdivision approved by the City or any other event that reduces the total of the Maximum Parcel Special Tax as described in, and in the amount set forth in, Section VI.G of the Windett Ridge Special Tax Roll and Exhibit B thereto,the Special Tax Report calls for a mandatory prepayment of the Special Tax ("Mandatory Special Tax 5 Prepayment"). The amount of the Mandatory Special Tax Prepayment is determined in accordance with the formula set forth in the Special Tax Report.A Mandatory Special Tax Prepayment does not reduce the Special Tax that has been levied on any Parcel.See the information included in APPENDIX A hereto for a more complete discussion of Mandatory Special Tax Prepayments.The City covenants that to the extent necessary it will adopt a supplemental levy ordinance to enforce the Mandatory Special Tax Prepayment. Book Entry Only System THE INFORMATION PROVIDED IMMEDIATELY BELOW CONCERNING DTC AND THE BOOK-ENTRY-ONLY SYSTEM, AS IT CURRENTLY EXISTS, IS BASED SOLELY ON INFORMATION PROVIDED BY DTC AND IS NOT GUARANTEED AS TO ACCURACY OR COMPLETENESS BY AND IS NOT TO BE CONSTRUED AS A REPRESENTATION BY, THE UNDERWRITER OR THE CITY. The Depository Trust Company ("DTC"), New York, NY, will act as securities depository for the Bonds. The Bonds will be issued as fully-registered bonds registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC.One fully-registered certificate will be issued for the issue of the Bonds,in the aggregate principal amount of such issue,and will be deposited with DTC. DTC,the world's largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law,a member of the Federal Reserve System,a"clearing corporation"within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S.and non-U.S.equity issues,corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants' accounts.This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries.Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks,trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants'). DTC has a Standard & Poor's rating of AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com. Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Bonds on DTC's records. The ownership interest of each actual purchaser of each Bond (`Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase.Beneficial Owners are,however,expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of Direct and Indirect 6 Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Bonds,except in the event that use of the book-entry system for the Bonds is discontinued. To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Bonds,such as redemptions,tenders,defaults,and proposed amendments to the Bond documents.For example, Beneficial Owners of Bonds may wish to ascertain that the nominee holding the Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. Redemption notices shall be sent to DTC. If less than all of the Bonds within an issue are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. Neither DTC nor Cede&Co.(nor any other DTC nominee)will consent or vote with respect to Bonds unless authorized by a Direct Participant in accordance with DTC's MMI Procedures.Under its usual procedures, DTC mails an Omnibus Proxy to the City as soon as possible after the record date.The Omnibus Proxy assigns Cede&Co.'s consenting or voting rights to those Direct Participants to whose accounts Bonds are credited on the record date(identified in a listing attached to the Omnibus Proxy). Payment of principal of, premium, if any and interest on the Bonds will be made to Cede& Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from the City or Paying Agent,on payable date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with Bonds held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC, the Paying Agent, or the City, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede&Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the City or Paying Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC,and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as depository with respect to the Bonds at any time by giving reasonable notice to the City or the Trustee. Under such circumstances, in the event that a successor depository is not obtained,Bonds are required to be printed and delivered. The City 7 may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository).In that event,Bonds will be printed and delivered as described in the Indenture. NEITHER THE CITY, THE UNDERWRITER,NOR THE TRUSTEE, WILL HAVE ANY RESPONSIBILITY OR OBLIGATION TO ANY DIRECT PARTICIPANTS OR INDIRECT PARTICIPANTS OR THE PERSONS FOR WHOM THEY ACT WITH RESPECT TO (1) THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC OR ANY SUCH DIRECT PARTICIPANT OR INDIRECT PARTICIPANT; (2) THE PAYMENT BY ANY PARTICIPANT OF ANY AMOUNT DUE TO ANY BENEFICIAL OWNER IN RESPECT OF THE PRINCIPAL OF OR INTEREST OR PREMIUM ON THE BONDS; (3) THE DELIVERY BY ANY SUCH DIRECT PARTICIPANT OR INDIRECT PARTICIPANT OF ANY NOTICE TO ANY BENEFICIAL OWNER THAT IS REQUIRED OR PERMITTED UNDER THE TERMS OF THE TRUST INDENTURE TO BE GIVEN TO BONDHOLDERS; (4) THE SELECTION OF THE BENEFICIAL OWNERS TO RECEIVE PAYMENT IN THE EVENT OF ANY PARTIAL REDEMPTION OF THE BONDS;OR(5)ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY DTC AS BONDHOLDER. PLAN OF FINANCE General The City will use the proceeds of the Bonds and moneys released under the Prior Indenture to (i)currently refund all of the outstanding Prior Bonds,(ii)pay certain expenses incurred in connection with the issuance of the Bonds and the refunding of the Prior Bonds, (iii) fund the Reserve Fund in the amount of the Reserve Requirement equal to $ and (iv) make deposits to the Administrative Expense Fund. Refunding of Prior Bonds The City has determined the refunding of the Prior Bonds to be in the public interest and in furtherance of the public purposes of the City. The City expects to deposit $ from the proceeds of the Bonds and$ from amounts on deposit in certain funds held under the Prior Indenture for the Prior Bonds into the Bond and Interest Fund created pursuant to the Prior Indenture for the purpose of paying the redemption price of the Prior Bonds on April 21,2019'. The table below sets forth the maturity date, interest rate, principal amount payable to refund the Prior Bonds and the redemption date for the Prior Bonds. Maturity Date Interest Rate Amount Redemption Date March 1, 2033 6.875% $4,955,000 ,2019 * Preliminary;subject to change. 8 Estimated Sources and Uses of Funds* Sources of Funds: Par Amount of the Bonds $5,180,000 Net Premium/Discount -- Prior Trustee Held Funds 513,661 Total Sources $5,693,661 Uses of Funds: Refunding of Prior Bonds $4,955,000 Deposit to Reserve Fund 518,000 Deposit to the Administrative Expense Fund -- Costs of Issuance 220,661 Total Uses $5,693,661 `Preliminary,subject to change DEBT SERVICE REQUIREMENTS The following table sets forth the debt service schedule for the Bonds based on the maturity, and interest rate set forth on the cover of this Limited Offering Memorandum, assuming no redemptions other than mandatory sinking fund redemptions are made: Bond Year Ending Annual Debt March 1 Principal Interest Service 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 9 ESTIMATED SPECIAL TAX AND DEBT SERVICE COVERAGE The following table sets forth expected Special Tax and Debt Service Coverage: Bond Total Year Total Maximum Ending Senior Lien Debt Administrative Adjusted Parcel Special Debt Service March 1 Service Expenses(1) Debt Service Tax(2) Coverage 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 Note: Totals may not sum due to rounding (1) Trustee Fees and Administrative Fees are estimated at$ per year increasing at 1.5%per year. (2) Maximum parcel special taxes escalate annually at a rate of 1.5%. SECURITY AND SOURCE OF PAYMENT FOR THE BONDS General The Bonds and the interest thereon are limited obligations of the City secured and payable from (i)the Special Tax to be levied, extended and collected on all the taxable real property within the Area subject to the Special Tax,(ii)amounts deposited in the Bond and Interest Fund,the Reserve Fund and the Special Redemption Account, including a portion of the proceeds of the Bonds and the interest, profits and other income derived from the investment thereof. When collected, the Special Tax, any Foreclosure Proceeds, including any interest and penalties collected in connection with the Special Taxes or Foreclosure Proceeds shall be placed in the Bond and Interest Fund. In addition, proceeds received by the City in connection with a condemnation of any of the Special Services or any other property owned by or dedicated to the City within the Special Service Area and allocable to the Bonds as determined by the Consultant which is not used to rebuild the Special Services shall be deposited in the Bond and Interest Fund as security for the Bonds. The amount of Special Tax that the City may levy in the Area in any year is strictly limited by the maximum rates approved by the Corporate Authorities at the time of formation of the Area. The City is legally authorized under the Special Service Area Act,and has covenanted in the Trust Indenture,to extend and collect the Special Tax in an amount determined according to the Special Tax Report. Pursuant to the Bond Ordinance the City has levied the Special Tax in the amounts set forth in the Total Maximum Parcel Special Tax column in the Table hereinbelow under the caption "THE SPECIAL SERVICE AREA AND SPECIAL TAX—Special Service Area Special Tax Report",and will abate such tax each year for any special tax prepayments and to the extent it is not required to pay principal or interest on the Bonds or replenish any reserve funds and Administrative Expenses. See "SECURITY AND SOURCE OF PAYMENT FOR THE BONDS —Special Tax" below. The Special Tax Report apportions the total 10 amount of Special Tax to be collected among the Parcels in the Area as more particularly described herein. The City covenants that to the extent necessary to enforce a prepayment it will adopt a supplemental levy ordinance in the event of a mandatory prepayment of the Special Taxes pursuant to Section VI G of the Special Tax Report caused by a reduction in the expected number of Single Family Homes as set forth in the final plats of subdivision approved by the City,to the extent that the mandatory prepayment amount calculated pursuant to the terms of Exhibit B to the Special Tax Report exceeds the Special Taxes levied for the year in which the prepayment is due pursuant to the Bond Ordinance. The Maximum Parcel Special Tax will remain unchanged for the property that did not result in the application of the Mandatory Special Tax Prepayment provisions. See "THE SPECIAL SERVICE AREA AND SPECIAL TAX — Special Service Area Special Tax Report" and "APPENDIX A—Special Tax Report." The Special Tax The levying of the Special Service Area Number 2003-101 Special Tax was authorized by the Corporate Authorities in Ordinance No. 2003-57, adopted at a meeting held on August 12, 2003 (the "Establishing Ordinance"). Pursuant to the Establishing Ordinance, the City caused (i) the Establishing Ordinance to be recorded with the Recorder of Deeds of Kendall County, Illinois, and (ii)the Declaration of Consent of the original developer to be recorded with the Recorder of Deeds of Kendall County,Illinois. The Bonds are secured by, among other things, a pledge of the Special Tax including all scheduled payments of the Special Tax received by the City, interest thereon, and proceeds of the redemption or sale of property sold as a result of foreclosure of the lien of the Special Tax. Pursuant to the Bond Ordinance the City has levied the Special Tax in the amounts set forth in the Total Maximum Parcel Special Tax column in the Table set forth below under the caption"THE SPECIAL SERVICE AREA AND SPECIAL TAX - Special Service Area Special Tax Report", and will abate such tax each year for special tax prepayments and to the extent it exceeds the Special Tax Requirement as calculated by the Consultant on its behalf. The City has covenanted in the Bond Ordinance and the Trust Indenture annually on or before the last Tuesday of December for each of the years 2019 through 2031 to calculate or cause the Consultant to calculate the Special Tax Requirement;to amend the Special Tax Roll pursuant to Section VI.E of the Special Tax Report and provide the County tax collector with the amended Special Tax Roll; to adopt an ordinance approving the amount of the current calendar year's Special Tax Requirement and abating the Special Taxes levied pursuant to the Bond Ordinance to the extent the Special Tax levied exceed the Special Tax Requirement as calculated by the City pursuant to the Establishing Ordinance and the Special Tax Report. On or before the last Tuesday of January for each of the years 2020 through 2032 the City shall notify the Trustee of the amount of the Special Tax Requirement and the amount of the Special Taxes to be abated. The City shall take all actions which shall be necessary to provide for the levy, extension, collection and application of the taxes levied by the Bond Ordinance, including enforcement of such taxes by providing Kendall County with such information as is deemed necessary to enable the County to include any property subject to a delinquent Special Tax in the County Collector's annual tax sale and, upon receipt of the written request of a majority of the Bondholders, in the event the tax lien is forfeited at such tax sale by assigning to the Trustee its right to institute foreclosure proceedings, and/or assigning to the Trustee its right to purchase as a taxing district the unpaid taxes due upon the property all in the manner provided by law; provided, however, that the obligation to purchase unpaid taxes, or institute any proceeding shall only arise in the event the City 11 or the Trustee, as applicable, makes the determination that sufficient funds are on deposit in the Administrative Expense Fund to apply to the purchase of the unpaid taxes and/or pay the costs of any proceeding. See"THE SPECIAL SERVICE AREA AND SPECIAL TAX —Special Service Area Special Tax Report." The levy of the Special Tax is subject to certain limitations. The levy of the Special Tax on property within the Area is constrained by the Maximum Parcel Special Tax amount applicable to such Parcel unless there is an event that reduces the total of the Maximum Parcel Special Tax such as a reduction in the expected number of Single Family Homes as set forth in the final plats of subdivision approved by the City and the City levies an additional tax in connection with a Mandatory Special Tax Prepayment. See "THE SPECIAL SERVICE AREA AND SPECIAL TAX — Special Service Area Special Tax Report"and"RISK FACTORS—Maximum Special Taxes"herein.The full amount of the Total Maximum Parcel Special Tax as set forth in the subcaption"Special Service Area Special Tax Report"has been levied pursuant to the Bond Ordinance,adjusted for prepayments. Pursuant to the Trust Indenture, the City covenants that, to the extent necessary to enforce a prepayment, it will adopt a supplemental levy ordinance in the event of a mandatory prepayment of the Special Tax pursuant to Section VI.G of the Special Tax Report caused by a reduction in the expected number of Single Family Homes as set forth in the final plat of subdivision approved by the City to the extent the mandatory prepayment amount calculated pursuant to the terms of Exhibit B to the Special Tax Report exceeds the Special Tax levied for the year in which the prepayment is due pursuant to the Bond Ordinance. Although the Special Tax, when levied, will constitute a lien on Parcels within the Area, it does not constitute a personal indebtedness of the owners of such property within the Area. There is no assurance that the owners of property in the Area will be financially able to pay the annual Special Tax or that they will pay such tax even if financially able to do so. See"RISK FACTORS"herein. No Additional Bonds The Trust Indenture for the Bonds does not allow for the issuance of additional bonds or other indebtedness other than for purposes of refunding the Bonds. Pledged Funds Bond and Interest Fund. The Trust Indenture creates and establishes with the Trustee a separate and special fund of the City established exclusively for paying principal of, interest on and redemption premium on the Bonds and which is designated as the "Special Service Area Number 2003-101 Special Tax Refunding Bonds, Bond and Interest Fund" (the "Bond and Interest Fund"). Upon receipt by the Trustee, the Special Taxes and the Foreclosure Proceeds, including any interest and penalties, collected in connection with such Special Tax or Foreclosure Proceeds shall be placed in the Bond and Interest Fund. The City may provide for Kendall County to transmit directly to the Trustee for deposit to the Bond and Interest Fund any Special Tax collected by Kendall County. In addition, proceeds received by the City in connection with a condemnation of any of the Special Services or any other property dedicated to or owned by the City within the Special Service Area allocable to the Bonds as determined by the Consultant which are not used to rebuild the Special Services shall be deposited in the Bond and Interest Fund.Moneys deposited in the Bond and Interest Fund and investments of the Bond and Interest Fund shall never be commingled with or loaned to any other funds of the City.All interest and other investment earnings on the Bond and Interest Fund shall become, when received, a part of the Bond and Interest Fund. When the amount of condemnation proceeds deposited to the Bond and Interest Fund equals$1,000 or more, such amount shall be used to redeem Bonds on the next Interest Payment Date. Any amounts representing condemnation proceeds which remain on deposit in the Bond and Interest Fund for a continuous period of thirty(30) 12 months and which will not be used to redeem the Bonds on the next Interest Payment Date will be used to pay debt service on the Bonds on the next Interest Payment Date. Amounts deposited in the Bond and Interest Fund are appropriated for and irrevocably pledged to, and shall be used solely for the purpose of, paying the principal of and interest and redemption premium on the Bonds,or for transfers to the Reserve Fund or the Administrative Expense Fund as permitted in the Trust Indenture. At any time after September 1 but in no event later than December 1 of each year,the Trustee shall determine the amount needed to pay principal of and interest and redemption premium on the Bonds on March 1 of the next succeeding year. After the Trustee has determined that sufficient amounts are on deposit in the Bond and Interest Fund to pay principal of, interest on and redemption premium due on the Bonds on the next March 1,the Trustee shall notify the City and the Consultant of any excess amounts on deposit in the Bond and Interest Fund and, at the written direction of the City, shall transfer an amount from the Bond and Interest Fund to the Administrative Expense Fund which the City,after consultation with the Consultant,has determined will be adequate,together with other amounts in the Administrative Expense Fund or reasonably expected to be transferred to or deposited in such Fund,to pay all Administrative Expenses during the succeeding calendar year.After making such transfer to the Administrative Expense Fund any excess amounts on deposit in the Bond and Interest Fund will be transferred to the Reserve Fund to the extent necessary to replenish the Reserve Fund to the Reserve Requirement(as defined below under the subcaption"Reserve Fund"). After (i) making such transfer to the Administrative Expense Fund, and (ii) the Reserve Fund has amounts on deposit equal to the Reserve Requirement, any excess amounts on deposit in the Bond and Interest Fund retained in the Bond and Interest Fund and applied to pay principal and interest coming due on the next succeeding Interest Payment Date. Special Redemption Account. A separate account designated the "Special Redemption Account" exists within the Bond and Interest Fund established with the Trustee. All prepayments of the Special Tax made in accordance with the Special Tax Report shall be deposited in the Special Redemption Account. Amounts deposited in the Special Redemption Account representing optional prepayments of Special Tax in accordance with the Special Tax Report shall be applied to the redemption of the Bonds pursuant to the Trust Indenture and as described under the caption "THE BONDS—Redemption—Special Mandatory Redemption from Optional Prepayment of Special Tax." Amounts deposited in the Special Redemption Account representing Mandatory Special Tax Prepayments in accordance with the Special Tax Report shall be applied to the redemption of the Bonds in accordance with the Trust Indenture and as described under the caption "THE BONDS — Redemption—Mandatory Redemption Upon Condemnation,Completion of Construction and Change in Density." Moneys in the Special Redemption Account shall be used exclusively to redeem Bonds pursuant to the Trust Indenture or to pay debt service on the Bonds pursuant to the Trust Indenture.In the event of any optional prepayment of Special Tax pursuant to Section 3.4 of the Trust Indenture, prior to giving notice of the redemption of the Bonds in accordance with the Trust Indenture, the Trustee will transfer from the Reserve Fund to the Special Redemption Account an amount equal to the Reserve Fund Credit(as defined in the Special Tax Report), if possible, upon the direction of the Consultant. When the amount on deposit in the Special Redemption Account from amounts deposited pursuant to Section 3.3 of the Trust Indenture equals or exceeds$1,000,such amount shall be used to redeem the Bonds on the next Interest Payment Date in accordance with Section 3.3 of the Trust Indenture. On each such Interest Payment Date, the Trustee shall withdraw from the Special Redemption Account and pay to the owners of the Bonds to be redeemed the amounts required to redeem such Bonds pursuant to Section 3.3 of the Trust Indenture.When the amount on deposit in the 13 Special Redemption Account from amounts deposited pursuant to Section 3.4 of the Trust Indenture equals or exceeds$1,000, such amount shall be used to redeem the Bonds on the next March 1,June 1, September 1, or December 1 in accordance with Section 3.4 of the Trust Indenture. On each such March 1, June 1, September 1, or December 1, the Trustee shall withdraw from the Special Redemption Account and pay to the owners of the Bonds the amounts to redeem the Bonds pursuant to Section 3.4 of the Trust Indenture. Notwithstanding the foregoing, any amounts contained in the Special Redemption Account for a continuous period of thirty(30)months and which will not be used to redeem the Bonds in accordance with the two immediately preceding sentences and the Trust Indenture shall be used to pay debt service on the Bonds on the next Interest Payment Date. Any amounts contained in the Special Redemption Account on the final maturity date of the Bonds shall be used to pay outstanding debt service on the Bonds. Reserve Fund. A separate and special fund of the City exists with the Trustee which is designated as the "Special Service Area Number 2003-101 Special Tax Refunding Bonds, Reserve Fund" (the "Reserve Fund"), and which must be maintained in an amount equal to the Reserve Requirement.The Reserve Requirement is$ ,as adjusted for prepayments pursuant to the Trust Indenture and as described in the preceding paragraph.Amounts deposited in the Reserve Fund shall be used solely for the purpose of(i) making transfers to the Bond and Interest Fund to pay the principal of,including mandatory sinking fund payments,and interest and any premium on,all Bonds when due, in the event that moneys in the Bond and Interest Fund are insufficient therefor without further direction from the City,(ii)making any transfers to the Bond and Interest Fund if the balance in the Reserve Fund exceeds the amount required to redeem all Bonds then outstanding, or(iii)if the amount then on deposit in the Reserve Fund is at least equal to the Reserve Requirement,for transfer in accordance with the next paragraph. On the Business Day prior to each Interest Payment Date, moneys in the Reserve Fund in excess of the Reserve Requirement shall be transferred by the Trustee from the Reserve Fund to the Bond and Interest Fund to be used for the payment of principal of and interest and redemption premium on the Bonds on the next following Interest Payment Date. Non-Pledged Funds Administrative Expense Fund.A separate and special fund of the City which is designated as the"Special Service Area Number 2003-101 Special Tax Refunding Bonds,Administrative Expense Fund" (the"Administrative Expense Fund") exists with the Trustee. Amounts in the Administrative Expense Fund shall be withdrawn by the Trustee and paid to the City or its order upon receipt by the Trustee of a written request of an Authorized Officer stating the amount to be withdrawn, that such amount is to be used to pay an Administrative Expense, and the nature of such Administrative Expense. Costs of Issuance Account. A separate account designated the "Costs of Issuance Account" exists within the Administrative Expense Fund established with the Trustee.Amounts deposited in the Costs of Issuance Account shall be used solely for the purpose of paying costs incurred in connection with the issuance of the Bonds. Disbursements from the Costs of Issuance Account shall be made by the Trustee upon receipt of a Written Request from the City in the form of Exhibit D to the Trust Indenture which shall set forth the amount required to be disbursed, the purpose for which the disbursement is to be made,that the disbursement is a proper expenditure from the Costs of Issuance Account, and payment instructions to the Trustee for the amount to be disbursed and(ii) certify that no portion of the amount then being requested to be disbursed was set forth in any previous request for disbursement.On the date which is six months after the date of issuance of the Bonds,the Trustee 14 will transfer all amounts remaining in the Costs of Issuance Account to the Administrative Expense Fund. Rebate Fund. A separate and special fund of the City exists with the Trustee which is designated as the "Special Service Area Number 2003-101 Special Tax Refunding Bonds, Rebate Fund" (the "Rebate Fund"), into which there shall be deposited as necessary investment earnings in the Bond and Interest Fund,the Reserve Fund to the extent required so as to maintain the tax exempt status of interest on the Bonds all at the direction of the City.All rebates,special impositions or taxes for such purpose payable to the United States of America(Internal Revenue Service)shall be payable from the Rebate Fund at the direction of the City. Amounts in the Administrative Expense Fund and the Rebate Fund are not pledged to the repayment of the Bonds. Security for the Bonds The Bonds and the interest thereon are secured and payable primarily from(i)the Special Tax levied,and to be extended and collected on all taxable property within the Area subject to the Special Tax, including interest on such Special Tax and the proceeds of the redemption or sale of property sold as a result of any actions to foreclose the lien of Special Tax and any interest accrued thereon, brought following a delinquency in the payment of the Special Tax, (ii) any amounts transferred by the City to the Bond and Interest Fund, including the allocable portion of condemnation proceeds received by the City not used to rebuild the Special Services,and(iii)amounts deposited in the Bond and Interest Fund and the Reserve Fund. Covenants of the City Pursuant to the Trust Indenture,the City has covenanted for the benefit of the owners of the Bonds(the`Bondowners")that the City will: (a) take all actions, if any, which shall be necessary, in order further to provide for the levy, extension, collection and application of the Special Tax levied pursuant to the Bond Ordinance and Trust Indenture,including enforcement of the Special Tax by institution of foreclosure proceedings as provided by law; (b) not take any action which would adversely affect the levy, extension, collection and application of the Special Tax levied pursuant to the Bond Ordinance and the Trust Indenture,except to abate the Special Tax to the extent permitted by the Trust Indenture and the Special Tax Report; (c) comply with all requirements of the Special Service Area Act, the Bond Ordinance and other applicable present and future laws concerning the levy, extension and collection of the Special Tax levied pursuant to the Bond Ordinance and the Trust Indenture, in each case so that the City shall be able to pay the principal of and interest on the Bonds as they come due and replenish the Reserve Fund to the Reserve Requirement and it will take all actions necessary to assure the timely collection of the Special Taxes, including, without limitation,the enforcement of any delinquent Special Tax by providing Kendall County with such information as is deemed necessary to enable Kendall County to include any property subject to a delinquent Special Tax in the Kendall County Collector's annual tax sale and,upon request of a majority of the Bondholders, in the event the tax lien is forfeited at such tax sale by assigning to the Trustee its right to institute foreclosure proceedings, and/or assigning to the Trustee its right to purchase as a taxing district the unpaid taxes due upon the property all in the manner 15 provided by law; provided,however,that the obligation to purchase unpaid taxes,or institute any proceeding shall only arise in the event the City or the Trustee, as applicable, makes the determination that sufficient funds are on deposit in the Administrative Expense Fund to apply to the purchase of the unpaid taxes and/or pay the costs of any proceeding; (d) not encumber,pledge or place any charge or lien upon any of the Special Tax or other amounts pledged to the Bonds superior to,or on a parity with,or junior to,the pledge and lien created in the Trust Indenture for the benefit of the Bonds,except as permitted by,or specifically set forth in,the Trust Indenture; (e) take all actions which are necessary to be taken(and avoid any actions which it is necessary to avoid being taken), so that interest on the Bonds will not be or become included in gross income for federal income tax purposes under existing law; (f) keep, or cause the Trustee to keep, proper books of record and accounts, separate from all other records and accounts of the City,in which complete and correct entries will be made of all transactions relating to the deposits to and expenditure of amounts disbursed from the Funds and Accounts created under the Trust Indenture and the Special Tax;and (g) to the extent possible, direct Kendall County, Illinois to deposit all Special Taxes when collected, including Foreclosure Proceeds, condemnation proceeds and prepayments,directly with the Trustee to be applied as set forth under the Trust Indenture. Investment of Funds Moneys on deposit in Funds and Accounts established under the Trust Indenture may be invested from time to time in Qualified Investments pursuant to and solely at the direction of the City to the Trustee provided that moneys on deposit in the Special Redemption Account shall be invested in Qualified Investments having a maturity of 180 days or less. Subject to the requirements of the Trust Indenture,earnings or losses on such investments shall be attributed to the Fund or Account for which the investment was made.In the event that the Trustee does not receive directions from the City to invest funds held under the Trust Indenture,the Trustee shall invest such funds in a money market fund which invests in short-term securities issued or guaranteed by the United States Government,its agencies or instrumentalities. The Trustee is authorized to execute purchases and sales of Qualified Investments through the facilities of its own trading or capital markets operations or those of any affiliated entity. Enforcement of Payment of Special Tax In Illinois, general ad valorem property taxes are levied in one year and become payable during the following year.At the end of each collection year,the Kendall County Treasurer applies to the Circuit Court of Kendall County,for a judgment for all unpaid general ad valorem property taxes. The Circuit Court of Kendall County order resulting from that application for judgment provides for a sale of all property with unpaid general ad valorem property taxes. A public sale is held, at which time successful bidders pay the unpaid general ad valorem property taxes plus penalties. The annual tax sale is usually held during November of any given year in Kendall County. Unpaid general ad valorem property taxes accrue penalties at the rate of 1 1/2%per month from their due date until the date of sale. Taxpayers can redeem their property by paying the purchaser of the delinquent taxes on the property at the general tax sale the amount paid at the sale,plus a penalty. If redemption does not occur within two and one half years,and certain procedural requirements are met,the purchaser of the 16 property at the tax sale can receive a deed to the property which has been sold for delinquent taxes. Any delinquent Special Taxes for any given year would be included in this general tax sale. If there is no sale of the tax lien on a parcel of property at the annual tax sale,and the taxes remain unpaid,the taxes are forfeited and eligible to be purchased at any time thereafter at an amount equal to all delinquent taxes and interest to the date of purchase.Redemption periods and procedures are the same as applicable to the annual tax sale. In addition to using the annual tax sale as an enforcement mechanism, a municipality may seek enforcement of unpaid special taxes through commencement of foreclosure proceedings pursuant to the Special Service Area Act. If a delinquency in the payment of the Special Tax occurs, the City is authorized by the Special Service Area to assign to the Trustee its right to institute an action pursuant to Article 9 of the Illinois Municipal Code (65 ILCS 5/9-1-1, et seq.) to foreclose any lien therefor securing the Special Tax. In such an action, a court having jurisdiction would enter a foreclosure decree authorizing the sale of the property subject to the lien of the Special Tax,and the real property subject to the lien of the Special Tax would be sold at a judicial foreclosure sale. The ability of the Trustee to foreclose the lien of delinquent unpaid Special Tax may be limited in certain instances and may require prior consent of the property owner in the event that the property is owned by any receivership of the Federal Deposit Insurance Corporation (the "FDIC"). See "RISK FACTORS — Bankruptcy"and"RISK FACTORS—Tax Delinquencies." Such judicial foreclosure proceedings are not mandatory under the Special Service Area Act. However, in the Trust Indenture, the City has covenanted with the holders of the Bonds to take all actions, if any, which shall be necessary to provide for the levy and extension, collection and application of the Special Tax,and to assure the timely collection of the Special Tax,including without limitation, the enforcement of any delinquent Special Tax by assigning to the Trustee its right to commence and maintain an action to foreclose the lien of any delinquent Special Tax; provided, however, that the obligation to institute any foreclosure action shall only arise if the City makes the determination that the proceeds from each foreclosure action have a commercially reasonable expectation of exceeding the costs thereof. No assurances can be given that a judicial foreclosure action, once commenced, will be completed or that it will be completed in a timely manner. See "RISK FACTORS -Potential Delay and Limitation in Foreclosure Proceedings"below. Article 9 of the Illinois Municipal Code provides that the municipality or its assignee may file a complaint to foreclose a special service area tax lien in the same manner that foreclosures are permitted by law in case of delinquent general taxes.The"law in case of delinquent general taxes"to which the Illinois Municipal Code refers is the Illinois Revenue Code. Under such foreclosure proceedings, the court adjudicates the existence of a default in the payment obligation and authorizes a foreclosure sale; the sale is conducted and the proceeds distributed according to the respective priorities; the successful bidder is given a certificate of sale; and, if the redemption period expires without a redemption of the special service area taxes, the certificate of sale may be converted to a deed. Although the municipality holds the lien for the local improvement and is therefore the proper party to commence foreclosure procedures,bondholders with bonds secured by special service area taxes may compel the municipality to perform its duty and use all lawful means, including foreclosure, to collect the taxes out of which the bondholders are to be paid.Special service area taxes create a lien that is superior to other liens and encumbrances,and when general property taxes and Special Taxes are both delinquent,the proceeds of any foreclosure action, if insufficient to pay each in full,are divided between them on a pro rata basis. If special service area taxes are not paid in full at a foreclosure sale,and the lien amounts are bid on at such foreclosure sale, then unless the special service area taxes are then redeemed through payment of the amount of the special service area taxes plus interest, the certificate of sale can be converted into a deed to the property only after expiration of the applicable redemption period.The Illinois Constitution prescribes 17 certain minimum redemption periods for unpaid taxes on property, including special service area taxes, but the Illinois General Assembly may create longer redemption periods. For residential property with less than seven dwelling units, the Illinois Constitution provides for a minimum two year redemption period. The corresponding statute, however, permits the delinquent owner of such property to redeem it for two and a half years (35 ILCS 200/21-350). Additionally, in certain circumstances the redemption period may be extended for a period which will expire no later than 3 years from the date of sale(35 ILCS 200/21-385).If the property can also be considered"vacant non- farm real estate", the Constitution authorizes a reduction of the redemption period to one year, but the statute applicable to special service area taxes contains no such exception. No assurances can be given that the real property subject to sale or foreclosure and sale will be sold or, if sold, that the proceeds of sale will be sufficient to pay any delinquent installment of special service area taxes.Neither the Special Service Area Act nor Article 9 of the Illinois Municipal Code requires the Trustee,as assignee of the City's right to foreclose,to purchase or otherwise acquire any lot or parcel of property offered for sale or subject to foreclosure if there is no other purchaser at such sale.Article 9 of the Illinois Municipal Code does specify that the special service area taxes will have the same lien priority in the case of delinquency as the priority of the lien of ad valorem property taxes. If the Reserve Fund is depleted and delinquencies in the payment of Special Tax exist, there could be a default or delay in payments to the Bondowners pending the annual tax sale and/or prosecution of foreclosure proceedings and receipt by the City of the sale and/or foreclosure sale proceeds,if any. However,within the limits of the Special Tax Report and the Special Service Area Act,the City may adjust the Special Tax levied on all property within the Area in future calendar years to provide an amount, taking into account such delinquencies, required to pay debt service on the Bonds and to replenish the Reserve Fund. The amounts of the maximum Special Tax are sufficient to pay the amounts required by the Trust Indenture to be paid on the Bonds(except in the event of non-payment of with respect to a Mandatory Special Tax Prepayment);however,there are no assurances that the taxes levied will always be collected in their entirety. Value to Lien Ratio The following table sets forth sample value-to-lien ratios with respect to the Project. Product Type s Market Value* Bond Assessment Lien Value to Lien Single Family Home $221,430 $20,646 10.259 Market value based on average EAV for tax year 2017 for developed lots in Windett Ridge. Source:Kendall County Tax Assessor. The value-to-lien ratio is based on the estimated market value of the Parcels. No assurance can be given that the foregoing ratio can or will be maintained during the period of time the Bonds are outstanding both because property values could drop and because other public entities,over which the Area have no control, could issue additional indebtedness secured by a lien on parity with the lien securing payment of the Special Tax or payable through the levy or imposition of a tax on parity with the Special Tax. 18 Representative Property Taxes The following table sets forth a statement of general ad valorem taxes,based on current rates, imposed against Parcels improved with detached Single Family Homes in the Area based on the assessed values for such property set forth below and the most recent tax bills received by the owners of the property in the Area. United City of Yorkville Single Family Homes Market Value $221,430 Assessed Value 73,810 Multiplier 1 Average Homeowners (6,000) Exemption Taxable Valuation 67,810 2017 Ad Valorem Taxing Agency Tax Rate Kendall County 0.7088% Bristol-Kendall FPD 0.7425 Forest Preserve 0.1752 Jr College 516 0.5514 Yorkville Library 0.2944 Yorkville/Bristol SD 0.0000 Bristol Township 0.9970 Bristol Road District 0.2537 School Dist.CU 115 7.3444 City of Yorkville 0.6470 Total Tax Rate 10.8221% Representative Ad Valorem Taal $7,338 Maximum Parcel Tax Levy Year 2018 $2,396 Actual Parcel Tax Levy Year 2018 $2,045 Total Taxes: $11,715 The City has no control over the amount of additional debt payable from taxes or assessments on all or a portion of the property within the Area, that may be issued in the future by other governmental entities or districts. Nothing prevents the owners of land within the Area from consenting to the issuance of additional debt by other public agencies which would be secured by taxes or assessments on the same property subject to the Special Tax.To the extent such indebtedness is payable from assessments, and other special taxes levied pursuant to the Special Service Area Act or other taxes, such assessments,special taxes and other taxes may have a lien on the property within the Area in addition to and on parity with the lien of the Special Tax. Accordingly, the liens on the property within the Area could increase without any corresponding increase in the value of the property within the Area and thereby reduce the ratio that exists at the time the Bonds are issued between the value of the property and the debt secured by the taxes and assessments thereon. The imposition of such additional indebtedness could also reduce the willingness and ability of the 19 property owners within the Area to pay the Special Tax when due. See "RISK FACTORS- Overlapping Indebtedness." Historical EAV 2017 $11,694,483 2016 9,134,068 2015 5,664,080 2014 6,051,705 2013 5,176,040 Historical Special Tax Collections and Delinquencies The following table shows the historical Special Tax collections and delinquencies in connection with the Area.In the event of a delinquency in the payment of a Special Tax,no assurance can be given that the proceeds of any foreclosure sale would be sufficient to pay the delinquent Special Tax and any other delinquent special taxes,assessments or taxes. See"RISK FACTORS-Appraised Value". Levy Year 2017 2016 2015 2014 2013 Total Billed $482,713 $477,911 $481,695 $486,704 $532,421 Total Collected(Before Tax Sale) $482,713 $477,911 $480,703 $486,704 $530,274 Percent Collected 100.00% 100.00% 99.79% 100.00% 99.60% Sold at Tax Sale $0.00 $0.00 $991 $0.00 $2,147 Total Collected(After Tax Sale) $482,713 $477,911 $481,694 $486,704 $532,421 Percent Collected 100.00% 100.00% 100.00% 100.00% 100.00% Source:Kendall County Treasurer and Special Service Area Administrator. THE AREA The information provided in this section"THE AREA"has been included because it may be considered relevant to an informed evaluation and analysis of the Bonds. The Bonds and the Special Tax are not personal obligations of any land owners.The Bonds are secured solely by the Special Tax and certain other amounts on deposit with the Trustee. See "SECURITY AND SOURCE OF PAYMENT FOR THE BONDS."The Prior Bonds were issued to finance a portion of the construction and installation of the Special Services necessary to support the development of the Project, and the Special Services have been constructed and installed. The Bonds are being issued for the purpose of currently refunding the Prior Bonds. General The Area is a subdivision of approximately 163 acres known as Windett Ridge.The Area is generally located on the east of State Route 47, the southeast side of Illinois Route 71 and the southwest side of Illinois Route 126 in the City. The Area. is improved with 205 Singleamily Homes. Eleven Single Family Homes are currently under construction by the Developer,le ng 25 20 undeveloped parcels for future Single Family Homes. The Area also includes 5 acres zoned for commercial development. Improvements With proceeds from the Prior Bonds,the City completed the necessary public infrastructure improvements for the Special Service Area. These improvements included engineering,soil testing, mass grading and demolition, storm water management facilities, storm drainage systems and sewers,site clearing,public water facilities, sewer lines,roads,streets,curbs,gutters,street lighting, traffic controls, sidewalks, landscaping, mitigations,utility relocation and tree installation,required tap-on and related fees for water or sanitary sewer services,and other eligible improvements to serve the Area. [Describe commercial development?] Single Family Homes The Single Family Homes range in approximate size from 1900 square feet to over 2800 square feet. The Single Family Homes have different floor plans with a variety of distinct exterior designs and a wide range of amenities. The Single Family Homes have the following features: 3 to 4 bedrooms 2 car attached garage 1.5 to 3.5 bathrooms Dishwasher Disposal Wall-to-wall carpeting Basement(on certain models) Developer Windett Ridge was originally developed by Wiseman-Hughes Enterprises, Inc. and the remaining undeveloped lots are being developed by Lennar Corporation. Water Facilities The City provides the Area with potable water for domestic water consumption and fire flow protection and maintains the water distribution system to and within the Area. A permanent water tower and booster for the Area was constructed by the City. Sanitary Sewers The Area was annexed to the Yorkville-Bristol Sanitary District("YBSD")for the purpose of extending and connecting to the Yorkville-Bristol sanitary sewer lines and treatment facilities. YBSD constructed an expansion of its sewer treatment plant adding sufficient capacity to serve the sanitary sewer needs of the entire Area. Storm Water Facilities 21 The Area has underground sewers for its buildings, structures,streets,driveways, and other locations which are conveyed and maintained by the City, and has graded, open swales or ditches and storm water retention/detention areas. Other Utilities The cable television franchise in this region is. SBC. NICOR, SBC, and Com Ed provide gas,telephone,and electrical service,respectively,to the Area. Flood Plain/Wetlands The development is not in a flood plain. Schools Yorkville Community School District No. 115,with two grade schools serving grades K-2, an intermediate school serving grades 3-5, a middle school serving grades 6-8, and a high school serving grades 9-12, serves the homes within the Area. Each school offers a full academic program coupled with a variety of extra-curricular activities for students. THE CITY The United City of Yorkville was established in 1834 and has been the county seat of Kendall County since 1859. It is located in northeastern Illinois on the Fox River, approximately 45 miles southwest of Chicago. Nearby communities include Oswego, Bristol, Plano, Millbrook, Helmar, Newark,Plattville,Montgomery,Sugar Grove and Plainfield.According to the 2010 Census,the City had a population of 16,921. For additional information regarding the City, see APPENDIX D hereto. THE SPECIAL SERVICE AREA AND SPECIAL TAX The Act Section 7(6) of Article VII of the Illinois Constitution of 1970 permits a non-home rule unit to levy or impose additional taxes upon areas within its boundaries to provide special services to those areas and to pay debt incurred in order to provide those special services in the manner provided by law. Such areas are established pursuant to the provisions of the Special Service Area Act. Under the Special Service Area Act, the Corporate Authorities of the municipality within which the special service area lies constitute the governing body of such special service area. The Special Service Area Act provides that bonds may be issued to provide for the special services. Such bonds do not constitute indebtedness of the municipality in which the special service area is situated for the purpose of any limitation imposed by any law. Such bonds shall be retired by a tax which may be either an ad valorem property tax,a special tax,or a combination of an ad valorem property and a special tax.A special tax may be levied or imposed on any basis that provides a rational relationship between the amount of special tax levied or imposed against each lot or parcel within the special service area and the special service benefit conferred. The Special Service Area Act further provides that the lien and foreclosure remedies provided in Article 9 of the Illinois Municipal Code shall apply on nonpayment of any special tax. The Special Service Area Act contains a provision that allows residents of a special service area to petition the circuit court having jurisdiction to disconnect territory from the special service 22 area if, among other things, such territory was not, is not, and is not intended by the corporate authorities which created the special service area to be benefited or served by work or services then existing or authorized, and that such territory constitutes less than 1 1/2% of the special service area's total equalized assessed valuation. The City represents that no parcel within the Area meets this test. Establishment of the Area The City established SSA Number 2003-101 pursuant to the Establishing Ordinance, which established SSA Number 2003-101 to provide certain special services,and authorized the City to levy and collect Special Taxes in the manner set forth in the Special Tax Report, to pay principal of and interest on the bonds secured by the Special Taxes in an aggregate principal amount not to exceed $8,000,000 to be retired over a period not to exceed 30 years. Levy,Abatement and Collection of Special Tax In Illinois, property taxes levied in one year become payable during the following year as provided in said levy.Pursuant to the Bond Ordinance the City has levied the Maximum Parcel Special Tax for all parcels within the Area. Pursuant to the Trust Indenture and the Special Tax Report, the City has covenanted that prior to the last Tuesday of December of each year to calculate or cause the Consultant to calculate the Special Tax Requirement due as provided in the Special Tax Report,taking into account other amounts that may be available to pay principal of and interest on the Bonds and administrative expenses,to amend the Special Tax Roll pursuant to the Special Tax Report and shall, by ordinance, approve the amount of the Special Tax Requirement and direct the County Clerk of Kendall County to extend the Special Tax for collection on the tax books in the amounts so determined pursuant to the Special Tax Report against all parcels of taxable property in the Area. The Kendall County Clerk must receive the Special Tax Roll by the last Tuesday in December.The Kendall County Clerk intends, to the extent possible, to incorporate the Special Tax bill into the regular ad valorem property tax bill which will be payable in two equal installments. The first installment is payable in June and the second installment is payable in September. The Special Tax levied by the Bond Ordinance shall be abated each year to the extent the taxes levied pursuant to the Bond Ordinance exceed the Special Tax Requirement as calculated by the City. At the end of each collection year,the Kendall County Treasurer applies to the Circuit Court of Kendall County, for a judgment for all unpaid taxes. The Circuit Court of Kendall County order resulting from that application for judgment provides for a sale of all property with unpaid taxes. A public sale is held, at which time successful bidders pay the unpaid taxes plus penalties. The annual tax sale is usually held during November in Kendall County.Unpaid taxes accrue penalties at the rate of 1 1/2%per month from their due date until the date of sale. Taxpayers can redeem their property by paying the purchaser of the property at the tax sale the amount paid at the sale, plus a penalty. If redemption does not occur within two and one-half years and certain procedural requirements are met, the purchaser of the property at the tax sale can receive a deed to the property which has been sold for delinquent taxes. In addition, a municipality may seek enforcement of unpaid Special Tax through foreclosure proceedings by seeking in court an adjudication of the existence of a lien and a finding of a failure to pay Special Tax when due.Upon making such a finding,a court having jurisdiction would enter a foreclosure decree authorizing the sale of the property subject to the lien of the Special Tax. See"SECURITY AND SOURCE OF PAYMENT FOR THE BONDS—Enforcement of Payment of Special Tax"herein. Special Service Area Special Tax Report 23 The following description of the Special Service Area Special Tax Report prepared by David Taussig & Associates, Inc., Newport Beach, California, Special Tax Consultant, is qualified in its entirety by reference to the complete form of the Special Tax Report set forth in APPENDIX A hereto. Capitalized terms used in this section,but not defined, shall have the meaning given to such terms in the Special Tax Report The Special Tax Report set forth the provisions for apportioning and levying the Special Tax in the Area. The Special Tax has been and will be levied in the Area each calendar Levy Year from 2004 to 2031 and previously collected and to be collected each Calendar Year from 2005 to 2032.The amount of Special Tax to be levied pursuant to the Special Tax Report has been calculated to provide an amount equal to at least 110% of the annual debt service on the Bonds after deduction of the Administrative Expenses. The Maximum Parcel Special Taxes levied by the City within the Area in levy year 2018, adjusted for prepayments, shall not exceed $2,396 and increases by 1.50% per year, provided, however,that in no event shall the Maximum Parcel Special Taxes levied exceed$2,907 in 2031,the final year the Maximum Parcel Special Taxes shall be levied. Subject, however, to the prepayment provisions set forth in the Special Tax Report, the Special Tax Bond Prepayment amount shall not exceed the principal amount of the Bonds plus any Premium,Defeasance and Fees as such terms are defined in the Special Tax Report, less the Reserve Fund Credit, plus any delinquent Special Taxes on the Parcel for which the prepayment is being made, including any applicable penalties and related costs. See "THE BONDS - Optional Prepayment of Special Tax" and" - Mandatory Prepayment of Special Tax." The following table sets forth certain information concerning the Special Tax, including the aggregate Maximum Parcel Special Tax to be levied in 2018 through 2031 on the total non-prepaid single family dwelling units and the Total Maximum Parcel Special Tax which has been levied pursuant to the Bond Ordinance: Maximum Total Maximum Single Family Parcel Special Parcel Special Levy Year Dwelling Units Taxes Per Unit Taxes 2018 240 $2,396 $575,040 2019 240 2,432 583,680 2020 240 2,468 592,320 2021 240 2,505 601,200 2022 240 2,543 610,320 2023 240 2,581 619,440 2024 240 2,620 628,800 2025 240 2,659 638,160 2026 240 2,699 647,760 2027 240 2,739 657,360 2028 240 2,780 667,200 2029 240 2,822 677,280 2030 240 2,864 687,360 2031 240 2,907 697,680 24 Administrative Services David Taussig & Associates, Inc. (the "Administrator") will provide administrative services for the Area for the City pursuant to an Administrative Services Agreement. The Administrator prepared the Special Tax Report. Under the Administrative Services Agreement, the Administrator will (i) maintain a Parcel database necessary to extend,bill and collect the Special Taxes,(ii)calculate the amount of Special Tax to be abated for the Area, (iii) prepare an annual report for the Area, (iv) facilitate billing of the Special Tax, (v) monitor tax receipts and collections,(vi)track Special Tax prepayment amounts,(vii)field taxpayer inquiries, and(viii)calculate any rebate on the Bonds. RISK FACTORS Investment in the Bonds involves risks which may not be appropriate for certain investors. The following is a discussion of certain risk factors which should be considered, in addition to other matters set forth in this Limited Offering Memorandum, in evaluating the Bonds. This discussion does not purport to be comprehensive or definitive. The occurrence of one or more of the events discussed herein could adversely affect the ability or willingness of property owners in the Area to pay their Special Tax when due. Such failures to pay Special Tax could result in the inability of the Area to make full and punctual payments of debt service on the Bonds. In addition,the occurrence of one or more of the events discussed herein could adversely affect the value of the property in the Area. Limited Source of Funds The Bonds,together with the interest thereon,are limited obligations of the City,payable solely from the Special Tax and the amounts on deposit in certain of the funds and accounts established and maintained under the Trust Indenture, all as more fully set forth therein.The Bonds are not general obligations of the City and do not constitute an indebtedness of the City within the meaning of any constitutional or statutory limitation.No holder of the Bonds shall have the right to compel the exercise of any taxing power of the City for payment of principal thereof or interest or premium,if any,thereon(other than the levy of the Special Tax as provided in the Bond Ordinance and the Trust Indenture).See"SECURITY AND SOURCE OF PAYMENT FOR THE BONDS -General"herein. Information Not Verified Information concerning the Area and the development has been obtained from the City and other sources believed by the Underwriter to be reliable,but much of that information involves predictions of future events, such as sales and ability of homeowners and other property owners to pay their share of the Special Tax. Such information is,by its nature,not subject to verification. Overlapping Indebtedness The Special Tax and any penalties assessed for failure to pay such taxes will constitute a lien against the parcels of land on which they will be levied until such taxes are paid. Such lien will be on a parity with all special taxes and special assessments which may be levied by other agencies and is co-equal to and independent of the lien for general ad valorem real property taxes regardless of when they are imposed upon the same property.The City,however,has no control over the ability of other entities and districts to issue indebtedness secured by special taxes or assessments payable from all or a portion of the property within the Area. The ability of an owner of land within the Area to pay the Special Tax could be adversely affected if additional debt is issued or additional taxes or assessments are levied,which are payable by the owners of land 25 within the Area. The imposition of additional liens, whether public or private, may reduce the ability or willingness of the homeowners to pay the Special Tax and increase the possibility that foreclosure proceeds will not be adequate to pay any delinquent Special Tax. The Bonds are not in any way secured by the first mortgage lien.The Bonds are secured by the Special Tax,which has priority over a first mortgage lien. Tax Delinquencies In order to pay debt service on the Bonds, it is necessary that the Special Tax within the Area be paid in a timely manner. Under provisions of the Special Service Area Act, the Special Tax, from which funds necessary for the payment of principal of,and interest on,the Bonds are derived,are customarily billed to the property owners within the Area on the regular general ad valorem property tax bills sent to owners of such properties or on a special tax bill delivered at the same time as the regular ad valorem property tax bills. Such Special Tax installments are due and payable, and bear the same penalties and interest for nonpayment,as do general ad valorem property tax installments. The unwillingness or inability of a property owner to pay ad valorem property tax bills as evidenced by general ad valorem tax delinquencies may also indicate an unwillingness or inability to make general ad valorem tax payments and Special Tax installment payments in the future. If property owners fail to pay the Special Tax when due, there could be significant special tax delinquencies. See"RISK FACTORS-Concentration of Ownership." Also, the Kendall County Collector may not be willing to bill the property owners in the Area the Special Tax on their regular ad valorem property tax bills or if the Kendall County Collector is willing to bill the property owners in the Area the Special Tax on their regular ad valorem property bills today,the Kendall County Collector may not be willing to do so in the future. In that event,the responsibility to bill and collect Special Tax would become the City's responsibility under the Special Tax Report. However, the City has limited its obligation to pay for the costs of billing and collecting to amounts on deposit in the Administrative Expense Fund. See "SECURITY AND SOURCE OF PAYMENT FOR THE BONDS—Enforcement of Payment of Special Tax" for a discussion of the provisions which apply, and procedures which the City is obligated to follow under the Trust Indenture, in the event of delinquencies in the payment of Special Tax. See "RISK FACTORS - Potential Delay and Limitation in Foreclosure Proceedings" and "Bankruptcy" below, for a discussion of limitations on the City's ability to foreclose the lien of delinquent unpaid Special Tax in certain circumstances. Potential Delay and Limitations in Foreclosure Proceedings The payment of Special Tax and the ability of the City to foreclose the lien of a delinquent unpaid Special Tax may be limited by bankruptcy, insolvency and other laws generally affecting creditors' rights or by the laws of the State relating to judicial foreclosure. See"RISK FACTORS-Bankruptcy."In addition,the prosecution of a foreclosure could be delayed due to many reasons,including crowded local court calendars or lengthy procedural delays. The ability of the City to foreclose the lien of a delinquent unpaid Special Tax payment may be limited with regard to properties in which the Federal Deposit Insurance Corporation("FDIC")or any successor to the FDIC may acquire an interest. The FDIC currently does not have an interest in the land within the Area. However, if a lender takes a security interest in property in the Area and becomes insolvent, such a lender could fall under the jurisdiction of the FDIC. The FDIC could assert federal preemptive power to challenge any prior taxes,special taxes and assessments where it is in its interest to do so,including the requirement that local agencies obtain the consent of the FDIC in order to foreclose the lien of delinquent unpaid special taxes. 26 If the City is required to obtain the consent of the FDIC to foreclose on property located in the Area, such consent could be denied and the City might be unable to pursue foreclosure proceedings. Additionally, obtaining such consent could delay the foreclosure proceedings. Any delay in foreclosure proceedings or the inability of the City to foreclose on property in the Area in which the FDIC has an interest could result in a delay or default in payment of the Bonds. In addition,potential investors should be aware that judicial foreclosure proceedings are not summary remedies and can be subject to significant procedural and other delays caused by crowded court calendars and other factors beyond the control of the Area or the City.In addition,the Illinois Constitution prescribes certain minimum redemption periods, which may be as long as three years, in the event of foreclosure. See "SECURITY AND SOURCE OF PAYMENT FOR THE BONDS—Enforcement of Payment of Special Tax." Under current conditions, it is estimated that a judicial foreclosure of the lien of the Special Tax could take several years from initiation of litigation to the lien foreclosure sale. Delays and uncertainties in the Special Tax lien foreclosure process create significant risks for Bondowners. High rates of Special Tax payment delinquencies, which continue during the pendency of protracted Special Tax lien foreclosure proceedings, could result in the rapid, total depletion of the Reserve Fund prior to replenishment from the resale of Parcels in the Area upon foreclosure.In that event,there could be a default in payments of the principal of,and interest on,the Bonds. See"RISK FACTORS-Concentration of Ownership"above. No Acceleration The Bonds are not subject to acceleration in the event of the breach of any covenantor duty under the Trust Indenture,including payment default. Bankruptcy The various legal opinions to be delivered concurrently with the delivery of the Bonds(including Bond Counsel's approving legal opinion)will be qualified,as to the enforceability of the various legal instruments, by moratorium, bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors generally. Although a bankruptcy proceeding would not cause the Special Tax to become extinguished, the amount and priority of any Special Tax lien could be modified if the value of the property falls below the value of the lien.If the value of the property is less than the lien,such excess amount could be treated as an unsecured claim by a bankruptcy court having jurisdiction. In addition,bankruptcy of a property owner could result in a delay in commencement and completion of foreclosure proceedings. The filing of bankruptcy proceedings stays all legal proceedings of a debtor including any tax sale during the pendency of such proceedings. Such stay would increase the likelihood of a delay or default in payment of the principal of, and interest on, the Bonds and the possibility of delinquent tax Special Tax installments not being paid in full. Maximum Special Taxes Pursuant to the Bond Ordinance, the City has levied the Special Tax in the maximum amounts permitted by the Special Tax Report. However, there is no assurance that the maximum amounts will at all times be sufficient to pay the amounts required to be paid by the Trust Indenture. See "SECURITY AND SOURCE OF PAYMENT FOR THE BONDS-Tax Revenues"and"THE SPECIAL SERVICE AREA AND SPECIAL TAX—Special Service Area Special Tax Report." 27 The Illinois State Legislature passed SB 107, which provides for an annual exemption amount from property taxes ranging from$2,500 to full exemption for veterans of the United States Military with a service- connected disability. The City cannot predict how, if at all, SB 107 will affect the City's collection of the Special Taxes. Disclosure to Future Purchasers The City has recorded the Establishing Ordinance for the property included in the Area in the Office of the Recorder of Deeds of Kendall County on or prior to the Date of Delivery and has recorded the Declarations of Consent in the Office of the Recorder of Deeds of Kendall County on or prior to the Date of Delivery. While title companies normally refer to such notices in title reports, there can be no guarantee that such reference will be made or,if made,that a prospective purchaser or lender will consider such Special Tax obligation in the purchase of single family homes or the lending of money thereon. Failure to disclose the existence of the Special Tax may affect the willingness and ability of future owners of land within the Area to pay the Special Tax when due. Limited Secondary Market There can be no guarantee that there will be a secondary market for the Bonds or,if a secondary market exists, that such Bonds can be sold for any particular price. Except as described below under the caption "CONTINUING DISCLOSURE", the City has not committed to provide any financial or operating data or information on a going forward basis. See"Appendix C -Trust Indenture." Occasionally because of general market conditions,lack of current information,or because of adverse history or economic prospects connected with a particular issue, secondary marketing practices in connection with a particular issue are suspended or terminated. In addition, prices of issues for which a market is being made will depend on then prevailing circumstances. Such prices could be substantially different from the original purchase price. Secondary Market and Prices The Underwriter presently does not intend to engage in secondary market trading of the Bonds. The Underwriter is not obligated to engage in secondary trading or to repurchase any of the Bonds at the request of the Owners thereof.No assurance can be given that a secondary market for any of the Bonds will be available and no assurance can be given that the initial offering prices for the Bonds will continue for any period of time. Loss of Tax Exemption Interest on the Bonds could become includible in gross income for federal income tax purposes retroactive to the date of issuance of the Bonds as a result of a failure of the City to comply with certain provisions of the Code.Should such an event of taxability occur,the Bonds are not subject to early redemption and will remain outstanding to maturity or until redeemed under the optional redemption or mandatory redemption provisions of the Trust Indenture. Risk of Legislative and Judicial Changes Future legislation, regulations, governmental or judicial interpretation of regulations or legislation or practices and procedures related to property tax assessment, levy, collections or distribution could have a material effect on the calculation or availability of the Special Tax. There is no assurance that legislation will not be considered or enacted in the future,and unless provision is made in such legislation for special service Area generally in Illinois,the generation of the Special Tax could be materially adversely affected. 28 Force Majeure Events Certain unanticipated events beyond the City's control could have a material adverse effect on the Department's and the City's operations and financial conditions if they were to occur. These events include fire, flood, earthquake, epidemic, adverse health conditions or other unavoidable casualties or acts of God, freight embargo, labor strikes or work stoppages, civil commotion, new acts of war or escalation of existing war conditions, sabotage, terrorism or enemy action, pollution, unknown subsurface or concealed conditions affecting the environment, and any similar causes. No assurance can be provided that such events will not occur, and, if any such events were to occur, the effect of such event or events on the Department's and the City's operations and financial condition on the Net Revenues Available for Bonds cannot be predicted. UNDERWRITING The Underwriter,D.A.Davidson&Co.,has agreed to purchase the Bonds from the City for reoffering, subject to certain conditions,at an aggregate purchase price of$ ,which price reflects principal amount of the Bonds of $ plus net original issue premium of $ , and less Underwriter's discount of $ Under the bond purchase agreement between the City and the Underwriter (the "Bond Purchase Agreement"), the Underwriter is obligated to purchase all of the Bonds if any are purchased.The obligation of the Underwriter to make such a purchase is subject to certain conditions set forth in the Bond Purchase Agreement.The Underwriter may change the prices and other terms with respect to the offer and sale of the Bonds from time to time after the Bonds are released for sale, and the Bonds may be offered and sold at prices other than the initial offering price set forth on the cover page of this Limited Offering Memorandum, including sales to dealers. LEGAL OPINIONS Legal matters incident to the authorization,issuance and sale of the Bonds are subject to the approving legal opinion of Foley&Lardner LLP,Chicago,Illinois,Bond Counsel.The proposed form of the opinion of Bond Counsel is included herein as APPENDIX D. Certain legal matters will be passed upon for the Underwriter by its counsel, SJ Gray Law LLC, Chicago, Illinois; and for the City, by its counsel, Kathleen Field Orr&Associates, Chicago,Illinois. TAX EXEMPTION In the opinion of Foley & Lardner LLP, Bond Counsel, based upon an analysis of existing laws, regulations, rulings and court decisions, and assuming, among other matters, compliance with certain covenants, interest on the Bonds is excluded from gross income for federal income tax purposes under the Internal Revenue Code of 1986,as amended(the"Code")and is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxes.Bond counsel observes that interest on the Bonds is included in adjusted current earnings in calculating federal corporate alternative minimum taxable income. Interest on the Bonds is not exempt from State of Illinois income taxes. Bonds purchased,whether at original issuance or otherwise,for an amount greater than their principal amount payable at maturity(or, in some cases,at their earlier call date)("Premium Bonds")will be treated as having amortizable bond premium. No deduction is allowable for the amortizable bond premium in the case of bonds, like Premium Bonds, the interest on which is excluded from gross income for federal income tax purposes. However, the amount of tax exempt interest received, and a purchaser's basis in a Premium Bond, will be reduced by the amount of amortizable bond premium property allocable to such purchaser. Beneficial 29 Owners of Premium Bonds should consult their own tax advisors with respect to the proper treatment of amortizable bond premium in their particular circumstances. To the extent the issue price of any maturity of the Bonds is less than the amount to be paid at maturity of such Bonds (excluding amounts stated to be interest and payable at least annually over the term of such Bonds), the difference constitutes "original issue discount," the accrual of which, to the extent property allocable to each Bondholder, is treated as interest on the Bonds which is excluded from gross income for federal income tax purposes. For this purpose,the issue price of a particular maturity of the Bonds is the first price at which a substantial amount of such maturity of the Bonds is sold to the public(excluding bond houses, brokers, or persons or organizations acting in the capacity of underwriters, placement agents or wholesalers). The original issue discount with respect to any maturity of the Bonds accrues daily over the term to maturity of such Bond on the basis of a constant interest rate compounded semiannually (with straight-line interpolations between compounding dates).The accruing original issue discount is added to the adjusted basis of such Bond to determine taxable gain or loss upon disposition(including sale, redemption, or payment on maturity)of Bonds.Beneficial Owners of the Bonds should consult their own tax advisors with respect to the tax consequence of ownership of Bonds with original issue discount, including the treatment of purchasers who do not purchase such Bonds in the original offering to the public at the first price at which a substantial amount of such Bond was sold to the public. Section 103 of the Code imposes various restrictions,conditions and requirements relating to exclusion from gross income for federal income tax purposes of interest on obligations such as the Bonds.The City has covenanted to comply with certain restrictions designed to ensure that interest on the Bonds will not be included in federal gross income. Failure to comply with these covenants may result in interest on the Bonds being included in gross income for federal income tax purposes,possibly from the original issue date of the Bonds. The opinion of Foley&Lardner LLP assumes compliance with these covenants.Foley&Lardner LLP has not undertaken to determine(or to inform any person)whether any actions taken(or not taken)or events occurring (or not occurring)after the date of issuance of the Bonds may adversely affect the value of or the tax-exempt status of interest on the Bonds. Further,Foley&Lardner LLP does not give assurance that pending or further legislation or amendments to the Code, if enacted into law, will not adversely affect the value of or the tax exempt status of interest on the Bonds. Beneficial Owners are encouraged to consult their own tax advisors with respect to proposals to restructure the federal income tax. Certain requirements and procedures contained or referred to in the Trust Indenture, the Bond Ordinance,the Tax Agreement and other relevant documents may be changed and certain actions(including, without limitation, defeasance of the Bonds) may be taken or omitted under the circumstance subject to the terms and conditions set forth in such documents. Foley&Lardner LLP expresses no opinion as to any Bond or the interest thereon if any such change occurs or action is taken or omitted upon advice or approval of bond counsel other than Foley&Lardner LLP. Although Foley & Lardner LLP is of the opinion that interest on the Bonds is excluded from gross income for federal income tax purposes, the ownership or disposition of, or the accrual or receipt of interest on,the Bonds may otherwise affect a Beneficial Owner's federal or state tax liability.The nature and extent of these other tax consequences will depend upon the particular tax status of the Beneficial Owner or the Beneficial Owner's other items of income or deduction.Foley&Lardner LLP expresses no opinion regarding any such other tax consequences. No assurance can be given that any future legislation or clarifications or amendments to the Code, if enacted into law,will not cause the interest on the Bonds to be subject,directly or indirectly,to federal or state income taxation, or otherwise prevent the Bondholders from realizing the full current benefit of the tax status of the interest thereon.Further,no assurance can be given that any such future legislation,or any actions of the 30 IRS, including, but not limited to,selection of the Bonds for audit examination,or the course or result of any examination of the Bonds,or other bonds which present similar tax issues,will not affect the market price for the Bonds. CONTINIUING DISCLOSURE Continuing Disclosure Agreement Notwithstanding the exemption from Rule 15c2-12(the"Rule"),the City has entered into a Continuing Disclosure Agreement (the "CDA") with Amalgamated Bank of Chicago, as dissemination agent (the "Dissemination Agent")and have agreed to provide certain information as follows,all of which will be provided to the Dissemination Agent for further delivery to the Municipal Securities Rulemaking Board's Electronic Municipal Market Access("EMMA")system: City's Annual Report. Within 240 days after the end of each fiscal year of the City (currently ending April 30)commencing with the fiscal year ending April 30,2020,the City agrees to provide an Annual Report that will contain or incorporate by reference a copy of the annual report prepared by the Consultant showing the Special Taxes received, all disbursements from all Funds and Accounts administered under the Trust Indenture, including the balances in all Funds and Accounts relating to the Bonds and the Additional Special Services as of the end of such fiscal year,the collection of taxes, delinquencies,tax sales and foreclosures. Event Disclosure. The City is also required to provide notice of the occurrence of certain events with respect to the Bonds in a timely manner, not in excess of ten(10) business days after the occurrence of such event. Such events are as follows: (1) Principal and interest payment delinquencies; (2) Non-payment related defaults,if material; (3) Unscheduled draws on debt service reserves reflecting financial difficulties; (4) Unscheduled draws on credit enhancement reflecting financial difficulties; (5) Substitution of credit or liquidity providers,or their failure to perform; (6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determination of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the security or other materials events affecting the tax status of the security; (7) Modification to rights of security holders,if material; (8) Bond calls, if material; (9) Defeasances; (10) Release, substitution,or sale of property securing repayment of the securities, if material; (11) Rating changes; 31 (12) Tender offers; (13) Bankruptcy, insolvency,receivership or similar event of the Obligated Person; (14) The consummation of a merger, consolidation, or acquisition involving an obligated person or the sale of all or substantially all of the assets of the obligated person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions,other than pursuant to its terms, if material;and (15) Appointment of a successor or additional trustee or the change of name of a trustee, if material. (16) Incurrence of a financial obligation of the City,if material,or agreement to covenants,events of default, remedies, priority rights, or other similar terms of a financial obligation of the City, any of which affect security holders, if material. (17) Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a financial obligation of the City, any of which reflect financial difficulties. For purposes of the events set forth in(16)and(17),"financial obligation"means a(i)debt obligation, (ii)derivate instrument entered into in connection with or pledged as a security or a source of payment for,an existing or planned debt obligation,or(iii)a guarantee of any of the foregoing. Financial obligation does not include municipal securities as to which a final official statement has been provided to the MSRB. An event of default under the CDA will not constitute an Event of Default under the Trust Indenture and the only remedy under the CDA is for an action to compel performance. Notwithstanding any other provision of the CDA, the City by ordinance or resolution authorizing such amendment or waiver, may amend the CDA, and any provision of the CDA may be waived, if: (a) (i)The amendment or waiver is made in connection with a change in circumstances that arises from a change in legal requirements, including without limitation, pursuant to a "no- action" letter issued by the Securities and Exchange Commission, a change in law, or a change in the identity, nature, or status of the City, or type of business conducted;or (ii) The CDA, as amended, or the provision, as waived, would have complied with the requirements of the Rule at the time of the primary offering, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances;and (b) The amendment or waiver does not materially impair the interests of the beneficial owners of the Bonds, as determined by parties unaffiliated with the City (such as Bond Counsel) at the time of the amendment. Corrective Action Related to Certain Bond Disclosure Requirements The City failed to file its audited financial statements for the 2010 fiscal year within the time period specified in prior continuing disclosure undertakings. As of April 23, 2013, the City had filed such audited 32 financial statements.The City has established procedures to ensure that such audited financial statements will be filed in a timely manner in the future. A material event disclosure pertaining to bond and certificate insurance rating change required in prior undertakings was not submitted within the time frame required in the prior undertakings. On April 5, 2013, this material event disclosure was filed with the MSRB through EMMA. In the past five years there have been numerous rating actions reported by Moody's Investors Service, S&P Global Ratings and Fitch Ratings affecting the municipal bond insurance companies,some of which had insured bonds previously issued by the City.Due to widespread knowledge of these rating actions,material event notices were not filed by the City. The City failed to file audited financial statements and annual financial information and operating data for fiscal year 2012 (the "2012 Filings") under its general obligation CUSIP number 987355 within the time period specified in prior continuing disclosure undertakings;the 2012 Filings were made within the time period specified in prior continuing disclosure undertakings under CUSIP number 987354. On July 22, 2014, this disclosure was filed with the MSRB through EMMA and the 2012 Filings were transferred to CUSIP number 987355. NO LITIGATION At the time of delivery of and payment for the Bonds,the City will certify that there is no action, suit, proceeding,inquiry or investigation,at law or in equity,before or by any court,regulatory agency,public board or body, pending with respect to which the City has been served with process or is otherwise aware, or,to the knowledge of the officer of the City executing such certificate, threatened against the City affecting the existence of the City, the Area or the titles of its officers to their respective offices or seeking to restrain or to enjoin the sale or delivery of the Bonds,the application of the proceeds thereof in accordance with the Bond Ordinance and/or the Trust Indenture, or the collection or application of the Special Tax, or in any way contesting or affecting the validity or enforceability of the Bonds,the Bond Ordinance,the Trust Indenture or any action of the City contemplated by any of the said documents,or the collection or application of the Special Tax, or in any way contesting the completeness or accuracy of the Bond Ordinance,the Trust Indenture or any amendments or supplements hereto, or contesting the powers of the City contemplated by any of said documents,nor,to the knowledge of the officer of the City executing such certificate,is there any basis therefor. NO BOND RATING No application has been made to any rating agency for the purpose of obtaining a rating on the Bonds. QUALIFIED TAX-EXEMPT OBLIGATIONS The City has designated the Bonds as"qualified tax-exempt obligations"for purposes of deduction of interest expense by financial institutions as defined in Section 265(b)(3)of the Code. MISCELLANEOUS The references,excerpts,and summaries of documents and statutes contained in this Limited Offering Memorandum do not purport to be complete statements of the provisions of such documents and statutes,and reference is made to all such documents and statutes for full and complete statements of their terms and provisions. The estimates, assumptions, statistical and financial information, and all other information contained in this Limited Offering Memorandum have been compiled from official and other sources believed to be 33 reliable; however, none of such estimates, assumptions, or information is guaranteed by the City, the Consultant,or the Underwriter as to completeness or accuracy. Any statement made in this Limited Offering Memorandum involving matters of opinion or of estimates, whether or not so expressly stated, is set forth as such and not as a representation of fact; no representation is made that any of the estimates contained herein will be realized. The information and expressions of opinion contained herein are subject to change without notice, and neither the delivery of this Limited Offering Memorandum nor any offer or sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the City or the Area since the date hereof. 34 AUTHORIZATION The City has authorized the execution and distribution of this Limited Offering Memorandum. THE UNITED CITY OF YORKVILLE, KENDALL COUNTY,ILLINOIS By: Its: Mayor [Signature Page to Limited Offering Memorandum] APPENDIX A Special Tax Report APPENDIX B Trust Indenture APPENDIX C Bond Opinion APPENDIX D Continuing Disclosure Agreement CONTINUING DISCLOSURE AGREEMENT THIS CONTINUING DISCLOSURE AGREEMENT(this "Agreement") is executed and delivered this_day of 2019 by and among the UNITED CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS (the "Issuer"), and AMALGAMATED BANK OF CHICAGO, as dissemination agent (the "Dissemination Agent"), in connection with the issuance by the Issuer of its $ Special Service Area Number 2003-101 (Windett Ridge Project) Special Tax Refunding Bonds, Series 2019 (the "Bonds"). The Bonds are being issued pursuant an Ordinance adopted on _, 2019 by the City Council of the Issuer (the "Bond Ordinance") and a Trust Indenture dated as of 1, 2019 (the "Indenture") between the Issuer and Amalgamated Bank of Chicago,as trustee. The Bonds will be as described in, and secured pursuant to,the Bond Ordinance and the Indenture. In consideration of the issuance of the Bonds by the Issuer and the purchase of such Bonds by the beneficial owners thereof, the Issuer and the Dissemination Agent covenant and agree as follows: 2. PURPOSE OF THIS AGREEMENT. The Bonds are being issued in authorized denominations of$100,000 and integral multiples of$1,000 in excess thereof and are being offered to less than thirty-five (35) institutional investors. Accordingly, the Bonds will be exempt from the continuing disclosure requirements of Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended. Notwithstanding the exemption from Rule 15c2-12, the Issuer is entering into this Agreement as of the date set forth above, for the benefit of the beneficial owner or owners of the Bonds in order to provide certain information and to provide notice of certain events to the MSRB (as defined below)pursuant to the requirements of Section (b)(5) of the Rule (as defined below) and in order to assist the Underwriter (as defined below) in complying with the requirements of the Rule. Notwithstanding anything set forth in this Agreement to the contrary, however, neither the Issuer nor the Dissemination Agent will be required to provide any information or take any other actions set forth hereunder until the Closing Date (as defined below). From and after the Closing Date, the Issuer shall furnish the reports, statements and other documents required to be furnished hereunder in the manner set forth herein. 3. DEFINITIONS. The terms set forth below shall have the following meanings in this Agreement, unless the context clearly otherwise requires. Except as expressly otherwise defined herein, capitalized terms used herein shall have the same meanings as defined in the Indenture. Annual Financial Information means the information described in Exhibit I attached hereto. Annual Financial Information Disclosure means the dissemination of disclosure concerning Annual Financial Information and the dissemination of the Audited Financial Statements as set forth in Section 5 hereof. D-1 Annual Reports Filing Date means the date specified in Exhibit I for providing the Annual Financial Information and the Audited Financial Statements to the MSRB. Audited Financial Statements means the audited financial statements of the Issuer prepared pursuant to the standards and as described in Exhibit I attached hereto. Closing Date means the date on which the Bonds are issued pursuant to, and subject to the terms of, the Indenture. Commission means the Securities and Exchange Commission. Consultant means David Taussig &Associates, Inc., and its successors and assigns or any other firm selected by the Issuer to assist it in administering the Special Service Area and the extension and collection of Special Taxes pursuant to the Special Tax Report. Dissemination Agent means Amalgamated Bank of Chicago, acting in its capacity as Dissemination Agent for the Issuer, or any other agent designated as such in writing by the Issuer and which has filed with the Issuer a written acceptance of such designation, and such agent's successors and assigns. EMMA means the MSRB through its Electronic Municipal Market Access system for municipal securities disclosure or through any other electronic format or system prescribed by the MSRB for purposes of the Rule. Event means the occurrence of any of the events with respect to the Bonds set forth in Exhibit III attached hereto. Exchange Act means the Securities Exchange Act of 1934, as amended. Fiscal Year End means April 30 of each year,which is the last day of the Issuer's fiscal year. Limited Offering Memorandum means the Limited Offering Memorandum dated 2019 of the Issuer relating to the Bonds. MSRB means the Municipal Securities Rulemaking Board. Reportable Event means any the occurrence of any Event set forth in Exhibit III attached hereto. Reportable Events Disclosure means dissemination of a notice of a Reportable Event as set forth in Section 6. Rule means Rule 15c2-12 adopted by the Commission under the Exchange Act, as the same may be amended from time to time. D-2 Special Service Area means the United City of Yorkville Special Service Area Number 2003-101. Special Services has the meaning as set forth in the Indenture. Special Tax has the meaning as set forth in the Indenture. State means the State of Illinois. Trustee means Amalgamated Bank of Chicago, Chicago, Illinois and its successors and assigns, as trustee under the Indenture. Undertaking means the obligations of the Issuer pursuant to Sections 5 and 6. 4. REPRESENTATIONS OF ISSUER. The Issuer represents that: (a) It will be the only 'obligated person" (within the meaning of paragraph(f)(10)of the Rule) with respect to the Bonds at the time the Bonds is delivered to the beneficial owner thereof and that no other person is expected to become so committed at any time after issuance of the Bonds; and (b) During the past five (5) years, the Issuer has not failed to comply, in all material respects, with any previous undertakings it has entered into with respect to the Rule. 5. CUSIP NUMBER.The CUSIP Numbers of the Bonds are set forth in Exhibit H. The Issuer will,or will cause the Dissemination Agent to, include the CUSIP Numbers in all disclosure materials described in Sections 5 and 6 of this Agreement. 6. ISSUER FINANCIAL INFORMATION DISCLOSURE. (a) Subject to Section 9 of this Agreement, the Issuer hereby covenants that, from and after the Closing Date, it will disseminate, or cause the Dissemination Agent to disseminate, its Annual Financial Information and its Audited Financial Statements (in the form and by the dates set forth in Exhibit 1)to the MSRB through EMMA in such manner and format and accompanied by identifying information as is prescribed by the MSRB or the Commission at the time of delivery of such information and by such time so that such entities receive the information by the dates specified. (b) If any part of the Annual Financial Information can no longer be generated because the operations to which it is related have been materially changed or discontinued,the Issuer will, or cause the Dissemination Agent to, disseminate to the MSRB a statement to such effect as part of its Financial Information for the year in which such event first occurs. (c) If any amendment or waiver is made to this Agreement, the Annual Financial Information for the year in which such amendment or waiver is made (or in any notice or D-3 supplement provided to EMMA) shall contain a narrative description of the reasons for such amendment or waiver and its impact on the type of information being provided. (d) Within ten (10) business days of receipt thereof, and not later than 240 days after the Issuer's Fiscal Year End, the Issuer shall provide the Annual Financial Information to the Dissemination Agent. The Dissemination Agent shall notify the Issuer in the event it does not receive such report. The Issuer may seek the assistance of the Consultant in preparing the Annual Financial Information. (e) If the Issuer changes its Fiscal Year End, it shall give notice of such change in the same manner as for a Reportable Event under Section 6 below. (e) By no later than fifteen (15) business days prior to the applicable Annual Reports Filing Date,the Issuer shall provide its Annual Financial Information and,if applicable, its Audited Financial Statements,to the Dissemination Agent for filing with the MSRB through EMMA by no later than the Annual Reports Filing Date. If,by such 15`h business day prior to the Annual Reports Filing Date,the Dissemination Agent has not received copies of the Annual Financial Information and the Audited Financial Statements from the Issuer, the Dissemination Agent shall contact the Issuer to determine if the Issuer is in compliance with its obligations hereunder. (I} If the Dissemination Agent is unable to verify that the Issuer has provided the Annual Financial Information and the Audited Financial Statements to the MSRB by the Annual Reports Filing Date, the Dissemination Agent shall promptly send a notice to the MSRB through EMMA in substantially the form attached hereto as Exhibit IV. (g) The Dissemination Agent shall: (i) determine each year,prior to the Annual Reports Filing Date,the applicable electronic format for filings through EMMA; @ file the Annual Financial Information and the Audited Financial Statements (if timely received from the Issuer) with the MSRB through EMMA by the Annual Reports Filing Date; (in) file a report with the Issuer certifying that the Annual Financial Information and the Audited Financial Statements have been provided to the MSRB pursuant to this Agreement and stating the date that such Annual Financial Information and Audited Financial Statements were provided to the MSRB; and (v) file such other Annual Financial Information with the MSRB upon receipt of same from the Issuer. 7. REPORTABLE EVENTS DISCLOSURE. (a) Subject to Section 9 of this Agreement, the Issuer hereby covenants that it will, or D-4 cause the Dissemination Agent to, disseminate in a timely manner (not in excess of ten (10) business days after the occurrence of the Event giving rise to the Reportable Event) Reportable Events Disclosure to the MSRB through EMMA in such manner and format and accompanied by identifying information as is prescribed by the MSRB or the Commission at the time of delivery of such information. (b) The Issuer may from time to time choose to provide notice of the occurrence of certain other events, in addition to the Reportable Events, if, in the judgment of the Issuer, such other event is material with respect to the Bonds, but the Issuer does not undertake any commitment to provide such notice of any event except for the Reportable Events. (c) MSRB Rule G-32 requires all EMMA filings to be in word-searchable PDF format. This requirement extends to all documents to be filed with EMMA, including financial statements and other externally prepared reports. (d) Notwithstanding the foregoing, notice of optional or unscheduled redemption of any Bonds or defeasance of any Bonds need not be given under this Agreement any earlier than the notice (if any) of such redemption or defeasance is given to the Bondholder pursuant to the Bond Ordinance. (e) In connection with providing a notice of the occurrence of a Reportable Event, the Dissemination Agent, solely in its capacity as such, is not obligated or responsible under this Agreement to determine the sufficiency of the content of the notice for purposes of the Rule or any other state or federal securities law, rule, regulation or administrative order. (fl The Dissemination Agent shall, promptly upon obtaining actual knowledge at its office specified in Section 13 below of the occurrence of any of the Events, contact the Issuer to inform the Issuer of the occurrence of such Event and request that the Issuer promptly notify the Dissemination Agent in writing whether or not to report such Event to the MSRB as a Reportable Event pursuant to Section 6(h) below; provided, however, that the failure by the Dissemination Agent to so notify the Issuer and make such request shall not relieve the Issuer of its duty to report Reportable Events as required by this Agreement. (g) Whenever the Issuer obtains knowledge of the occurrence of an Event, whether because of notice from the Dissemination Agent pursuant to Section 6(f) above or otherwise, the Issuer shall determine as soon as possible(but in no event in excess of ten(10)business days after the occurrence of the Event giving rise to the Reportable Event)if such Event is a Reportable Event which is required to be reported to the MSRB pursuant to the Rule and this Section 6. In the event the Issuer determines that such Event is not a Reportable Event, the Issuer shall promptly notify the Dissemination Agent in writing and instruct the Dissemination Agent to not report such Event. (h) If, however, the Issuer determines that an Event is a Reportable Event required to be reported to the MSRB pursuant to the Rule and this Section 6,the Issuer shall promptly notify the Dissemination Agent in writing and instruct the Dissemination Agent to report such Reportable Event, in which event the Dissemination Agent shall file a notice of such Reportable Event with the MSRB through EMMA in an electronic format and accompanied by such identifying D-5 information as is prescribed by the MSRB. Such notice shall in no event be filed later than ten(10) business days after the occurrence of the Event giving rise to the Reportable Event. (i) The Dissemination Agent may conclusively rely on an opinion of counsel that the Issuer's instructions to the Dissemination Agent under this Section 6 comply with the requirements of the Rule. 8. CONSEQUENCES OF FAILURE OF THE ISSUER TO PROVIDE INFORMATION. The Issuer shall give, or cause the Dissemination Agent to give, notice in a timely manner to EMMA of any failure to provide Annual Financial Information Disclosure when the same is due hereunder. In the event of a failure of the Issuer or Dissemination Agent to comply with any of its obligations under this Agreement, the beneficial owner of any Bonds may seek mandamus or specific performance by court order, to cause the Issuer or Dissemination Agent, as the case may be,to comply with its obligations under this Agreement.A default under this Agreement shall not be deemed a default under the Bond Ordinance or the Indenture, and the sole remedy under this Agreement in the event of any failure of the Issuer or Dissemination Agent to comply with this Agreement shall be an action to compel performance. 9. AMENDMENTS; WAIVER. Notwithstanding any other provision of this Agreement, the Issuer by ordinance or resolution authorizing such amendment or waiver, may amend this Agreement, and any provision of this Agreement may be waived, if: (a) (i) The amendment or waiver is made in connection with a change in circumstances that arises from a change in legal requirements,including without limitation, pursuant to a "no-action" letter issued by the Commission, a change in law, or a change in the identity, nature, or status of the Issuer, or type of business conducted;or (ii) This Agreement, as amended, or the provision, as waived, would have complied with the requirements of the Rule at the time of the primary offering,after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (b) The amendment or waiver does not materially impair the interests of the beneficial owners of the Bonds, as determined by parties unaffiliated with the Issuer(such as Bond Counsel) at the time of the amendment. In the event that the Commission or the MSRB or other regulatory authority shall approve or require Annual Financial Information Disclosure or Reportable Events Disclosure to be made to a central post office, governmental agency or similar entity other than EMMA or in lieu of EMMA,the Issuer or the Dissemination Agent shall, if required,make such dissemination to such central post office, governmental agency or similar entity without the necessity of amending this Agreement. 10. TERMINATION OF UNDERTAKING. The Undertaking of the Issuer, and the D-6 obligations of the Dissemination Agent hereunder, shall be terminated hereunder if the Issuer shall no longer have any legal liability for any obligation on or relating to repayment of the Bonds (including defeasance of the Bonds) under the Bond Ordinance and the Indenture. The Issuer shall,or cause the Dissemination Agent to,give notice to the MSRB through EMMA in a timely manner if this Section is applicable. 11. DISSEMINATION AGENT. The Issuer may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Agreement, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. The Issuer hereby appoints Amalgamated Bank of Chicago as the Dissemination Agent. The Dissemination Agent may resign by providing sixty (60) days' written notice to the Issuer. The Dissemination Agent shall not be responsible in any manner for the contents of any notice or report prepared by the Issuer pursuant to this Agreement. 12. ADDITIONAL INFORMATION. Nothing in this Agreement shall be deemed to prevent the Issuer from disseminating any other information,using the means of dissemination set forth in this Agreement or any other means of communication, or including any other information in any Annual Financial Information Disclosure or notice of occurrence of a Reportable Event, in addition to that which is required by this Agreement. If the Issuer chooses to include any information from any document or notice of occurrence of a Reportable Event in addition to that which is specifically required by this Agreement, the Issuer shall have no obligation under this Agreement to update such information or include it in any future disclosure or notice of occurrence of a Reportable Event. 13. DUTIES, IMMUNITIES AND LIABILITIES OF DISSEMINATION AGENT. The Dissemination Agent shall have only such duties as are specifically set forth in this Agreement. 14. NOTICES. Any notices or communications to or among any of the parties to this Agreement may be given as follows: To the Issuer: United City of Yorkville 800 Game Farm Road Yorkville, IL 60560 Attention: Mayor Telephone: (630) 553-4350 To the Dissemination Agent: Amalgamated Bank of Chicago 30 N. LaSalle Street 38th Floor Chicago, IL 60602 Attention: Ann Longino Telephone: (312) 822-3187 15. BENEFICIARIES. This Agreement has been executed in order to assist the Underwriter in complying with the Rule;however,this Agreement shall inure solely to the benefit D-7 of the Issuer, the Dissemination Agent and the beneficial owners of the Bonds and shall create no rights in any other person or entity. 16. RECORDKEEPING. The Issuer shall maintain records of all Annual Financial Information Disclosure and Reportable Events Disclosure, including the content of such disclosure, the names of the entities with whom such disclosure was filed and the date of filing such disclosure. 17. ASSIGNMENT. The Issuer shall not transfer its obligations under the Bond Ordinance unless the transferee agrees to assume all obligations of the Issuer under this Agreement or to execute an Undertaking under the Rule. 18. GOVERNING LAW. This Agreement shall be governed by the laws of the State of Illinois applicable to contracts performed wholly therein and without reference to its conflict of laws principles, provided that to the extent this Agreement addresses matters of federal securities laws, including the Rule, this Agreement shall be construed in accordance with such federal securities laws and official interpretations thereof. (Signature page follows) D-8 UNITED CITY OF YORKVILLE,ILLINOIS By: Mayor Continuing Disclosure Agreement Signature Page ACCEPTANCE BY DISSEMINATION AGENT Amalgamated Bank of Chicago hereby accepts its appointment as Dissemination Agent hereunder and agrees to perform the services of Dissemination Agent hereunder. AMALGAMATED BANK OF CHICAGO, as Dissemination Agent By: Its: Continuing Disclosure Agreement Signature Page EXHIBIT I ANNUAL FINANCIAL INFORMATION AND TIMING AND AUDITED FINANCIAL STATEMENTS All or a portion of the Annual Financial Information and the Audited Financial Statements as set forth below may be included by reference to other documents which have been submitted to EMMA or filed with the Commission. If the information included by reference is contained in the Limited Offering Memorandum,the Limited Offering Memorandum must be available on EMMA; the Limited Offering Memorandum need not be available from the Commission. The Issuer shall clearly identify each such item of information included by reference. a. Annual Financial Information: 1. "Annual Financial Information" means the annual report prepared by the Consultant showing the Special Taxes received, all disbursements from the Funds and Accounts administered by the Indenture, including the balances in all Funds and Accounts relating to the Bonds and the Special Services as of the end of such fiscal year, and the collection of taxes,delinquencies,tax sales and foreclosures and the payment of recapture to the Issuer and remitted to the Trustee for payment of the Bonds. 2. The Annual Financial Information will be submitted to EMMA within ten (10) business days of receipt thereof and not later than 240 days after the Issuer's Fiscal Year End. b. Audited Financial Statements: 1. "Audited Financial Statements" means the general purpose financial statements of the Issuer prepared in accordance with generally accepted auditing standards and "Government Auditing Standards" issued by the Comptroller of the United States. 2. Audited Financial Statements will be submitted to EMMA in such format and manner and accompanied by identifying information as is prescribed by the MSRB, at the same time as the Annual Financial Information. Audited Financial Statements as described above should be filed at the same time as the Annual Financial Information. If Audited Financial Statements are not available when the Annual Financial Information is filed, unaudited financial statements shall be included, and Audited Financial Statements will be filed when available. The Issuer shall file with the Dissemination Agent (a) forthwith upon becoming aware of any Event of Default or other event which,with the lapse of time specified in the Indenture,would become an Event of Default, a Written Certificate of the Issuer specifying such Event of Default or other event; and (b) within 240 days after the Issuer's Fiscal Year End, a written certificate of the Issuer stating that, to the best of knowledge and belief of the authorized officer of the Issuer Exhibit I-1 executing such written certificate,the Issuer has kept, observed, performed and fulfilled each and every one of its covenants and obligations contained in the Indenture and there does not exist at the date of such certificate any default by the Issuer under the Indenture or any Event of Default or other event which, with the lapse of time, would become an Event of Default, or, if any such Event of Default or other event shall so exist,specifying the same and the nature and status thereof. If any change is made to the Annual Financial Information as permitted by Section 5 of this Agreement,the Issuer will disseminate a notice of such change as required by Section 5. Exhibit I-2 EXHIBIT II CUSIP NUMBERS Maturity CUSIP EXHIBIT III EVENTS WITH RESPECT TO THE BONDS FOR WHICH REPORTABLE EVENTS DISCLOSURE IS REQUIRED 1. Principal and interest payment delinquencies 2. Non-payment related defaults, if material 3. Unscheduled draws on debt service reserves reflecting financial difficulties 4. Unscheduled draws on credit enhancements reflecting financial difficulties 5. Substitution of credit or liquidity providers, or their failure to perform 6. Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the security, or other material events affecting the tax status of the Bonds 7. Modifications to the rights of Bondholders, if material 8. Bond calls, if material, and tender offers 9. Defeasances 10. Release, substitution or sale of property securing repayment of the Bonds, if material 11. Rating changes 12. Bankruptcy, insolvency,receivership or similar event of the Issuer(this event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for the Issuer in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Issuer, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Issuer) 13. The consummation of a merger, consolidation, or acquisition involving the Issuer or the sale of all or substantially all of the assets of the Issuer, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material 14. Appointment of a successor or additional trustee or the change of name of a trustee, if material 15. incurrence of a financial obligation of the City, if material, or agreement to covenants, events of default, remedies,priority rights, or other similar terms of a financial obligation of the City, any of which affect security holders, if material 16. default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a financial obligation of the City, any of which reflect financial difficulties For purposes of the Rule, "financial obligation' means a (i) debt obligation, (ii) derivate instrument entered into in connection with or pledged as a security or a source of payment for, an existing or planned debt obligation,or(iii)a guarantee of any of the foregoing. Financial obligation Exhibit III-1 does not include municipal securities as to which a final official statement has been provided to the MSRB. Exhibit III-2 EXHIBIT IV FORM OF NOTICE TO MSRB OF FAILURE TO FILE ANNUAL REPORT Name of Issuer: United City of Yorkville, Kendall County,Illinois ("Issuer") Issue: Special Service Area Number 2003-101 (Windett Ridge Project) Special Tax Bonds, Series 2019 (`Bonds") Date of Issuance: , 2019 NOTICE IS HEREBY GIVEN that the Issuer has not provided its Annual Financial Information and its Audited Financial Statements with respect to the Bonds as required by the Continuing Disclosure Agreement dated2019 by the Issuer and accepted by Amalgamated Bank of Chicago as Dissemination Agent. [The Issuer anticipates that the Annual Financial Information and Audited Financial Statements will be filed by_.] Dated: AMALGAMATED BANK OF CHICAGO, as Dissemination Agent By: Its: Exhibit E Continuing Disclosure Agreement 4838-4320-3718.3 CONTINUING DISCLOSURE AGREEMENT THIS CONTINUING DISCLOSURE AGREEMENT(this "Agreement") is executed and delivered this day of _,2019 by and among the UNITED CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS (the "Issuer"), and AMALGAMATED BANK OF CHICAGO, as dissemination agent (the "Dissemination Agent"), in connection with the issuance by the Issuer of its $ Special Service Area Number 2003-101 (Windett Ridge Project) Special Tax Refunding Bonds, Series 2019 (the "Bonds"). The Bonds are being issued pursuant an Ordinance adopted on , 2019 by the City Council of the Issuer (the "Bond Ordinance") and a Trust Indenture dated as of 1, 2019 (the "Indenture") between the Issuer and Amalgamated Bank of Chicago,as trustee. The Bonds will be as described in, and secured pursuant to, the Bond Ordinance and the Indenture. In consideration of the issuance of the Bonds by the Issuer and the purchase of such Bonds by the beneficial owners thereof, the Issuer and the Dissemination Agent covenant and agree as follows: 1. PURPOSE OF THIS AGREEMENT. The Bonds are being issued in authorized denominations of$100,000 and integral multiples of$1,000 in excess thereof and are being offered to less than thirty-five (35) institutional investors. Accordingly, the Bonds will be exempt from the continuing disclosure requirements of Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended. Notwithstanding the exemption from Rule 15c2-12, the Issuer is entering into this Agreement as of the date set forth above, for the benefit of the beneficial owner or owners of the Bonds in order to provide certain information and to provide notice of certain events to the MSRB (as defined below) pursuant to the requirements of Section (b)(5) of the Rule (as defined below) and in order to assist the Underwriter (as defined below) in complying with the requirements of the Rule. Notwithstanding anything set forth in this Agreement to the contrary, however, neither the Issuer nor the Dissemination Agent will be required to provide any information or take any other actions set forth hereunder until the Closing Date (as defined below). From and after the Closing Date, the Issuer shall furnish the reports, statements and other documents required to be furnished hereunder in the manner set forth herein. 2. DEFINITIONS. The terms set forth below shall have the following meanings in this Agreement, unless the context clearly otherwise requires. Except as expressly otherwise defined herein, capitalized terms used herein shall have the same meanings as defined in the Indenture. Annual Financial Information means the information described in Exhibit I attached hereto. Annual Financial Information Disclosure means the dissemination of disclosure concerning Annual Financial Information and the dissemination of the Audited Financial Statements as set forth in Section 5 hereof. Annual Reports Filing Date means the date specified in Exhibit 1 for providing the Annual Financial Information and the Audited Financial Statements to the MSRB. 1 Audited Financial Statements means the audited financial statements of the Issuer prepared pursuant to the standards and as described in Exhibit I attached hereto. Closing Date means the date on which the Bonds are issued pursuant to, and subject to the terms of,the Indenture. Commission means the Securities and Exchange Commission. Consultant means David Taussig&Associates, Inc., and its successors and assigns or any other firm selected by the Issuer to assist it in administering the Special Service Area and the extension and collection of Special Taxes pursuant to the Special Tax Report. Dissemination Agent means Amalgamated Bank of Chicago, acting in its capacity as Dissemination Agent for the Issuer, or any other agent designated as such in writing by the Issuer and which has filed with the Issuer a written acceptance of such designation, and such agent's successors and assigns. EMMA means the MSRB through its Electronic Municipal Market Access system for municipal securities disclosure or through any other electronic format or system prescribed by the MSRB for purposes of the Rule. Event means the occurrence of any of the events with respect to the Bonds set forth in Exhibit III attached hereto. Exchange Act means the Securities Exchange Act of 1934, as amended. Fiscal Year End means April 30 of each year, which is the last day of the Issuer's fiscal year. Limited Offering Memorandum means the Limited Offering Memorandum dated 2019 of the Issuer relating to the Bonds. MSRB means the Municipal Securities Rulemaking Board. Reportable Event means any the occurrence of any Event set forth in Exhibit III attached hereto. Reportable Events Disclosure means dissemination of a notice of a Reportable Event as set forth in Section 6. Rule means Rule 15c2-12 adopted by the Commission under the Exchange Act, as the same may be amended from time to time. Special Service Area means the United City of Yorkville Special Service Area Number 2003-101. 2 Special Services has the meaning as set forth in the Indenture. Special Tax has the meaning as set forth in the Indenture. State means the State of Illinois. Trustee means Amalgamated Bank of Chicago, Chicago, Illinois and its successors and assigns, as trustee under the Indenture. Undertaking means the obligations of the Issuer pursuant to Sections 5 and 6. 3. REPRESENTATIONS OF ISSUER. The Issuer represents that: (a) It will be the only "obligated person" (within the meaning of paragraph(f)(10)of the Rule)with respect to the Bonds at the time the Bonds is delivered to the beneficial owner thereof and that no other person is expected to become so committed at any time after issuance of the Bonds; and (b) During the past five (5) years, the Issuer has not failed to comply, in all material respects,with any previous undertakings it has entered into with respect to the Rule. 4. CUSIP NUMBER.The CUSIP Numbers of the Bonds are set forth in Exhibit II. The Issuer will,or will cause the Dissemination Agent to, include the CUSIP Numbers in all disclosure materials described in Sections 5 and 6 of this Agreement. 5. ISSUER FINANCIAL INFORMATION DISCLOSURE. (a) Subject to Section 9 of this Agreement, the Issuer hereby covenants that, from and after the Closing Date, it will disseminate, or cause the Dissemination Agent to disseminate, its Annual Financial Information and its Audited Financial Statements (in the form and by the dates set forth in Exhibit I)to the MSRB through EMMA in such manner and format and accompanied by identifying information as is prescribed by the MSRB or the Commission at the time of delivery of such information and by such time so that such entities receive the information by the dates specified. (b) If any part of the Annual Financial Information can no longer be generated because the operations to which it is related have been materially changed or discontinued,the Issuer will, or cause the Dissemination Agent to, disseminate to the MSRB a statement to such effect as part of its Financial Information for the year in which such event first occurs. (c) If any amendment or waiver is made to this Agreement, the Annual Financial Information for the year in which such amendment or waiver is made (or in any notice or supplement provided to EMMA) shall contain a narrative description of the reasons for such amendment or waiver and its impact on the type of information being provided. (d) Within ten (10) business days of receipt thereof, and not later than 240 days after the Issuer's Fiscal Year End, the Issuer shall provide the Annual Financial Information to the 3 Dissemination Agent. The Dissemination Agent shall notify the Issuer in the event it does not receive such report. The Issuer may seek the assistance of the Consultant in preparing the Annual Financial Information. (e) If the Issuer changes its Fiscal Year End, it shall give notice of such change in the same manner as for a Reportable Event under Section 6 below. (e) By no later than fifteen (15) business days prior to the applicable Annual Reports Filing Date,the Issuer shall provide its Annual Financial Information and,if applicable,its Audited Financial Statements,to the Dissemination Agent for filing with the MSRB through EMMA by no later than the Annual Reports Filing Date. If,by such 15th business day prior to the Annual Reports Filing Date,the Dissemination Agent has not received copies of the Annual Financial Information and the Audited Financial Statements from the Issuer, the Dissemination Agent shall contact the Issuer to determine if the Issuer is in compliance with its obligations hereunder. (f} If the Dissemination Agent is unable to verify that the Issuer has provided the Annual Financial Information and the Audited Financial Statements to the MSRB by the Annual Reports Filing Date, the Dissemination Agent shall promptly send a notice to the MSRB through EMMA in substantially the form attached hereto as Exhibit IV. (g) The Dissemination Agent shall: (i) determine each year,prior to the Annual Reports Filing Date,the applicable electronic format for filings through EMMA; (n) file the Annual Financial Information and the Audited Financial Statements (if timely received from the Issuer)with the MSRB through EMMA by the Annual Reports Filing Date; (iii) file a report with the Issuer certifying that the Annual Financial Information and the Audited Financial Statements have been provided to the MSRB pursuant to this Agreement and stating the date that such Annual Financial Information and Audited Financial Statements were provided to the MSRB; and (iv) file such other Annual Financial Information with the MSRB upon receipt of same from the Issuer. 6. REPORTABLE EVENTS DISCLOSURE. (a) Subject to Section 9 of this Agreement, the Issuer hereby covenants that it will, or cause the Dissemination Agent to, disseminate in a timely manner (not in excess of ten (10) business days after the occurrence of the Event giving rise to the Reportable Event) Reportable Events Disclosure to the MSRB through EMMA in such manner and format and accompanied by identifying information as is prescribed by the MSRB or the Commission at the time of delivery of such information. 4 (b) The Issuer may from time to time choose to provide notice of the occurrence of certain other events, in addition to the Reportable Events, if, in the judgment of the Issuer, such other event is material with respect to the Bonds, but the Issuer does not undertake any commitment to provide such notice of any event except for the Reportable Events. (c) MSRB Rule G-32 requires all EMMA filings to be in word-searchable PDF format. This requirement extends to all documents to be filed with EMMA, including financial statements and other externally prepared reports. (d) Notwithstanding the foregoing, notice of optional or unscheduled redemption of any Bonds or defeasance of any Bonds need not be given under this Agreement any earlier than the notice (if any) of such redemption or defeasance is given to the Bondholder pursuant to the Bond Ordinance. (e) In connection with providing a notice of the occurrence of a Reportable Event, the Dissemination Agent, solely in its capacity as such, is not obligated or responsible under this Agreement to determine the sufficiency of the content of the notice for purposes of the Rule or any other state or federal securities law, rule, regulation or administrative order. (f) The Dissemination Agent shall, promptly upon obtaining actual knowledge at its office specified in Section 13 below of the occurrence of any of the Events, contact the Issuer to inform the Issuer of the occurrence of such Event and request that the Issuer promptly notify the Dissemination Agent in writing whether or not to report such Event to the MSRB as a Reportable Event pursuant to Section 6(h) below; provided, however, that the failure by the Dissemination Agent to so notify the Issuer and make such request shall not relieve the Issuer of its duty to report Reportable Events as required by this Agreement. (g) Whenever the Issuer obtains knowledge of the occurrence of an Event, whether because of notice from the Dissemination Agent pursuant to Section 6(f) above or otherwise, the Issuer shall determine as soon as possible(but in no event in excess of ten(10)business days after the occurrence of the Event giving rise to the Reportable Event)if such Event is a Reportable Event which is required to be reported to the MSRB pursuant to the Rule and this Section 6. In the event the Issuer determines that such Event is not a Reportable Event, the Issuer shall promptly notify the Dissemination Agent in writing and instruct the Dissemination Agent to not report such Event. (h) If, however, the Issuer determines that an Event is a Reportable Event required to be reported to the MSRB pursuant to the Rule and this Section 6,the Issuer shall promptly notify the Dissemination Agent in writing and instruct the Dissemination Agent to report such Reportable Event, in which event the Dissemination Agent shall file a notice of such Reportable Event with the MSRB through EMMA in an electronic format and accompanied by such identifying information as is prescribed by the MSRB. Such notice shall in no event be filed later than ten(10) business days after the occurrence of the Event giving rise to the Reportable Event. (i) The Dissemination Agent may conclusively rely on an opinion of counsel that the Issuer's instructions to the Dissemination Agent under this Section 6 comply with the requirements of the Rule. 5 7. CONSEQUENCES OF FAILURE OF THE ISSUER TO PROVIDE INFORMATION. The Issuer shall give, or cause the Dissemination Agent to give, notice in a timely manner to EMMA of any failure to provide Annual Financial Information Disclosure when the same is due hereunder. In the event of a failure of the Issuer or Dissemination Agent to comply with any of its obligations under this Agreement, the beneficial owner of any Bonds may seek mandamus or specific performance by court order, to cause the Issuer or Dissemination Agent, as the case may be,to comply with its obligations under this Agreement.A default under this Agreement shall not be deemed a default under the Bond Ordinance or the Indenture, and the sole remedy under this Agreement in the event of any failure of the Issuer or Dissemination Agent to comply with this Agreement shall be an action to compel performance. 8. AMENDMENTS; WAIVER. Notwithstanding any other provision of this Agreement, the Issuer by ordinance or resolution authorizing such amendment or waiver, may amend this Agreement, and any provision of this Agreement may be waived, if: (a) (i) The amendment or waiver is made in connection with a change in circumstances that arises from a change in legal requirements,including without limitation, pursuant to a "no-action" letter issued by the Commission, a change in law, or a change in the identity, nature, or status of the Issuer, or type of business conducted;or (ii) This Agreement, as amended, or the provision, as waived, would have complied with the requirements of the Rule at the time of the primary offering,after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (b) The amendment or waiver does not materially impair the interests of the beneficial owners of the Bonds, as determined by parties unaffiliated with the Issuer(such as Bond Counsel) at the time of the amendment. In the event that the Commission or the MSRB or other regulatory authority shall approve or require Annual Financial Information Disclosure or Reportable Events Disclosure to be made to a central post office, governmental agency or similar entity other than EMMA or in lieu of EMMA,the Issuer or the Dissemination Agent shall, if required, make such dissemination to such central post office, governmental agency or similar entity without the necessity of amending this Agreement. 9. TERMINATION OF UNDERTAKING. The Undertaking of the Issuer, and the obligations of the Dissemination Agent hereunder, shall be terminated hereunder if the Issuer shall no longer have any legal liability for any obligation on or relating to repayment of the Bonds (including defeasance of the Bonds) under the Bond Ordinance and the Indenture. The Issuer shall,or cause the Dissemination Agent to,give notice to the MSRB through EMMA in a timely manner if this Section is applicable. 10. DISSEMINATION AGENT. The Issuer may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Agreement, and may 6 discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. The Issuer hereby appoints Amalgamated Bank of Chicago as the Dissemination Agent. The Dissemination Agent may resign by providing sixty (60) days' written notice to the Issuer. The Dissemination Agent shall not be responsible in any manner for the contents of any notice or report prepared by the Issuer pursuant to this Agreement. 11. ADDITIONAL INFORMATION. Nothing in this Agreement shall be deemed to prevent the Issuer from disseminating any other information, using the means of dissemination set forth in this Agreement or any other means of communication, or including any other information in any Annual Financial Information Disclosure or notice of occurrence of a Reportable Event, in addition to that which is required by this Agreement. If the Issuer chooses to include any information from any document or notice of occurrence of a Reportable Event in addition to that which is specifically required by this Agreement, the Issuer shall have no obligation under this Agreement to update such information or include it in any future disclosure or notice of occurrence of a Reportable Event. 12. DUTIES, IMMUNITIES AND LIABILITIES OF DISSEMINATION AGENT. The Dissemination Agent shall have only such duties as are specifically set forth in this Agreement. 13. NOTICES. Any notices or communications to or among any of the parties to this Agreement may be given as follows: To the Issuer: United City of Yorkville 800 Game Farm Road Yorkville, IL 60560 Attention: Mayor Telephone: (630) 553-4350 To the Dissemination Agent: Amalgamated Bank of Chicago 30 N. LaSalle Street 38th Floor Chicago, IL 60602 Attention: Ann Longino Telephone: (312) 822-3187 14. BENEFICIARIES. This Agreement has been executed in order to assist the Underwriter in complying with the Rule; however,this Agreement shall inure solely to the benefit of the Issuer,the Dissemination Agent and the beneficial owners of the Bonds and shall create no rights in any other person or entity. 15. RECORDKEEPING. The Issuer shall maintain records of all Annual Financial Information Disclosure and Reportable Events Disclosure, including the content of such disclosure, the names of the entities with whom such disclosure was filed and the date of filing such disclosure. 16. ASSIGNMENT. The Issuer shall not transfer its obligations under the Bond 7 Ordinance unless the transferee agrees to assume all obligations of the Issuer under this Agreement or to execute an Undertaking under the Rule. 17. GOVERNING LAW. This Agreement shall be governed by the laws of the State of Illinois applicable to contracts performed wholly therein and without reference to its conflict of laws principles, provided that to the extent this Agreement addresses matters of federal securities laws, including the Rule, this Agreement shall be construed in accordance with such federal securities laws and official interpretations thereof. (Signature page follows) 8 UNITED CITY OF YORKVILLE,ILLINOIS By: Mayor Continuing Disclosure Agreement Signature Page ACCEPTANCE BY DISSEMINATION AGENT Amalgamated Bank of Chicago hereby accepts its appointment as Dissemination Agent hereunder and agrees to perform the services of Dissemination Agent hereunder. AMALGAMATED BANK OF CHICAGO, as Dissemination Agent By: Its: Continuing Disclosure Agreement Signature Page EXHIBIT I ANNUAL FINANCIAL INFORMATION AND TIMING AND AUDITED FINANCIAL STATEMENTS All or a portion of the Annual Financial Information and the Audited Financial Statements as set forth below may be included by reference to other documents which have been submitted to EMMA or filed with the Commission. If the information included by reference is contained in the Limited Offering Memorandum,the Limited Offering Memorandum must be available on EMMA; the Limited Offering Memorandum need not be available from the Commission. The Issuer shall clearly identify each such item of information included by reference. a. Annual Financial Information: 1. "Annual Financial Information" means the annual report prepared by the Consultant showing the Special Taxes received, all disbursements from the Funds and Accounts administered by the Indenture, including the balances in all Funds and Accounts relating to the Bonds and the Special Services as of the end of such fiscal year, and the collection of taxes,delinquencies,tax sales and foreclosures and the payment of recapture to the Issuer and remitted to the Trustee for payment of the Bonds. 2. The Annual Financial Information will be submitted to EMMA within ten (10) business days of receipt thereof and not later than 240 days after the Issuer's Fiscal Year End. b. Audited Financial Statements: 1. "Audited Financial Statements" means the general purpose financial statements of the Issuer prepared in accordance with generally accepted auditing standards and "Government Auditing Standards" issued by the Comptroller of the United States. 2. Audited Financial Statements will be submitted to EMMA in such format and manner and accompanied by identifying information as is prescribed by the MSRB, at the same time as the Annual Financial Information. Audited Financial Statements as described above should be filed at the same time as the Annual Financial Information. If Audited Financial Statements are not available when the Annual Financial Information is filed, unaudited financial statements shall be included, and Audited Financial Statements will be filed when available. The Issuer shall file with the Dissemination Agent (a) forthwith upon becoming aware of any Event of Default or other event which,with the lapse of time specified in the Indenture,would become an Event of Default, a Written Certificate of the Issuer specifying such Event of Default or other event; and (b) within 240 days after the Issuer's Fiscal Year End, a written certificate of the Issuer stating that, to the best of knowledge and belief of the authorized officer of the Issuer Exhibit I-1 executing such written certificate, the Issuer has kept, observed, performed and fulfilled each and every one of its covenants and obligations contained in the Indenture and there does not exist at the date of such certificate any default by the Issuer under the Indenture or any Event of Default or other event which, with the lapse of time, would become an Event of Default, or, if any such Event of Default or other event shall so exist,specifying the same and the nature and status thereof. If any change is made to the Annual Financial Information as permitted by Section 5 of this Agreement,the Issuer will disseminate a notice of such change as required by Section 5. Exhibit I-2 EXHIBIT II CUSIP NUMBERS Maturity CUSIP EXHIBIT III EVENTS WITH RESPECT TO THE BONDS FOR WHICH REPORTABLE EVENTS DISCLOSURE IS REQUIRED 1. Principal and interest payment delinquencies 2. Non-payment related defaults, if material 3. Unscheduled draws on debt service reserves reflecting financial difficulties 4. Unscheduled draws on credit enhancements reflecting financial difficulties 5. Substitution of credit or liquidity providers, or their failure to perform 6. Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the security, or other material events affecting the tax status of the Bonds 7. Modifications to the rights of Bondholders, if material 8. Bond calls, if material, and tender offers 9. Defeasances 10. Release, substitution or sale of property securing repayment of the Bonds, if material 11. Rating changes 12. Bankruptcy, insolvency, receivership or similar event of the Issuer(this event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for the Issuer in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Issuer, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Issuer) 13. The consummation of a merger, consolidation, or acquisition involving the Issuer or the sale of all or substantially all of the assets of the Issuer, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material 14. Appointment of a successor or additional trustee or the change of name of a trustee, if material 15. incurrence of a financial obligation of the City, if material, or agreement to covenants, events of default, remedies,priority rights, or other similar terms of a financial obligation of the City, any of which affect security holders, if material 16. default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a financial obligation of the City, any of which reflect financial difficulties For purposes of the Rule, "financial obligation" means a (i) debt obligation, (ii) derivate instrument entered into in connection with or pledged as a security or a source of payment for, an existing or planned debt obligation,or(iii)a guarantee of any of the foregoing. Financial obligation Exhibit III-1 does not include municipal securities as to which a final official statement has been provided to the MSRB. Exhibit III-2 EXHIBIT IV FORM OF NOTICE TO MSRB OF FAILURE TO FILE ANNUAL REPORT Name of Issuer: United City of Yorkville, Kendall County,Illinois ("Issuer") Issue: Special Service Area Number 2003-101 (Windett Ridge Project) Special Tax Bonds, Series 2019 ("Bonds") Date of Issuance: , 2019 NOTICE IS HEREBY GIVEN that the Issuer has not provided its Annual Financial Information and its Audited Financial Statements with respect to the Bonds as required by the Continuing Disclosure Agreement dated _, 2019 by the Issuer and accepted by Amalgamated Bank of Chicago as Dissemination Agent. [The Issuer anticipates that the Annual Financial Information and Audited Financial Statements will be filed by_.] Dated: AMALGAMATED BANK OF CHICAGO, as Dissemination Agent By: Its: United City of Yorkville 800 Game Farm Road EST. 1836 Yorkville, Illinois 60560 Telephone: 630-553-4350 STATE OF ILLINOIS p www.yorkville.il.us COUNTY OF KENDALL - FILED - E �� 019 MAR 21 2 COUNTY CLERK KENDALL COUNTY CERTIFIED COPY AFFIDAVIT V I, Beth Warren, the duly elected City Clerk, in and for the United City of Yorkville, Kendall County, State of Illinois, and Legal Custodian of the records, files and seal of said City do hereby certify that attached hereto is a full and complete copy of the original document identified as Ordinance No. 2019-10, passed by the City Council of the United City of Yorkville on February 26, 2019, entitled: "AN ORDINANCE PROVIDING FOR ISSUANCE OF UNITED CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS SPECIAL SERVICE AREA NUMBER 2003-101 (WINDETT RIDGE PROJECT) SPECIAL TAX REFUNDING BONDS, SERIES 2019" Dated this 18'day of March, 2019. Beth Warren,City Clerk SEAL