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Ordinance 2011-59 STATE OF ILLINOIS COUNTY OF KENDALL - FILED NOV 82011 /J/t �{ COUNTY CLERK wvvlx A� KENDAEE COUNTY ORDINANCE NUMBER 2011 59 AN ORDINANCE authorizing and providing for the issue of $11,150,000 General Obligation Refunding Bonds (Alternate Revenue Source), Series 2011, of the United City of Yorkville, Kendall County, Illinois, for the purpose of refunding the City's General Obligation Bonds (Alternate Revenue Source), Series 2005D and General Obligation Refunding Bonds (Alternate Revenue Source), Series 2008, prescribing all the details of said bonds, and providing for the collection and segregation of revenues sufficient to pay such bonds. Adopted by the City Council of said City on the c9!5 day of October, 2011. CH12 2665111.7 TABLE OF CONTENTS SECTION HEADING PAGE Preambles........................................................................................................................................ 1 Section1. Definitions................................................................................................... 5 Section 2. Incorporation of Preambles......................................................................... 8 Section 3. Determination to Issue Bonds..................................................................... 8 Section 4. Determination of Useful Life...................................................................... 8 Section5. Bond Details................................................................................................ 8 Section 6. Registration of Bonds; Persons Treated as Owners.................................. 10 Section7. Redemption............................................................................................... 12 Section 8. Redemption Procedure.............................................................................. 13 Section9. Form of Bond............................................................................................ 16 Section 10. Treatment of Bond as Debt.......................................................................29 Section 11. Creation of Sales Tax Revenue Fund........................................................29 Section 12. Flow of Funds. ..........................................................................................29 Section 13. Account Excesses......................................................................................31 Section14. Sale of Bond.............................................................................................. 31 Section 15. Pledged Taxes; Tax Levy..........................................................................31 Section 16. Filing with County Clerk. .........................................................................33 Section 17. Abatement of Pledged Taxes. ................................................................... 33 Section 18. Pledged Revenues; General Covenants. ...................................................34 Section 19. Additional Bonds and Subordinate Bonds................................................ 36 Section 20. Bonds No Longer Outstanding. ................................................................37 Section 21. Provisions a Contract................................................................................ 37 Section 22. Use of Proceeds.........................................................................................37 i CH12_2665111.7 Section 23. Call of the Refunded Bonds...................................................................... 38 Section 24. No Continuing Disclosure Undertaking.................................................... 38 Section 25. General Tax Covenants............................................................................. 38 Section 26. Registered Form........................................................................................ 39 Section 27. Pertaining to the Bond Registrar............................................................... 39 Section28. Defeasance. ...............................................................................................41 Section 29. Municipal Bond Insurance........................................................................42 Section 30. Superseder and Effective Date..................................................................42 ii CH12_2665111.7 ORDINANCE No. 201 1-0 AN ORDINANCE authorizing and providing for the issue of $11,150,000 General Obligation Refunding Bonds (Alternate Revenue Source), Series 2011, of the United City of Yorkville, Kendall County, Illinois, for the purpose of refunding the City's General Obligation Bonds (Alternate Revenue Source), Series 2005D and General Obligation Refunding Bonds (Alternate Revenue Source), Series 2008, prescribing all the details of said bonds, and providing for the collection and segregation of revenues sufficient to pay such bonds. WHEREAS, the United City of Yorkville, Kendall County, Illinois (the "City"), is a duly organized and existing municipality created under the provisions of the laws of the State of Illinois, is now operating under the provisions of the Illinois Municipal Code, as supplemented and amended (the "Municipal Code"), and has owned and operated a combined waterworks and sewerage system (the "System") in accordance with the provisions of Division 139 of Article I 1 of the Municipal Code; and WHEREAS, the City Council of the City (the "Corporate Authorities") has determined that it is advisable, necessary and in the best interests of City to refund the outstanding principal amount of the City's General Obligation Bonds (Alternate Revenue Source), Series 2005D and the City's General Obligation Refunding Bonds (Alternate Revenue Source), Series 2008 (collectively, the "Refunded Bonds" or the "Prior Bonds") the proceeds of which Bonds were used to finance improvements to the System; and WHEREAS, the Refunded Bonds are presently outstanding and unpaid and are binding and subsisting legal obligations of the City; and WHEREAS, the cost of refunding the Refunded Bonds (the "Refunding") including legal, financial, bond discount, placement fee, printing and publication costs and other expenses is an CH12_2665111.7 amount not to exceed $12,000,000 and there are insufficient funds on hand and lawfully available to pay all of such costs; and WHEREAS, pursuant to and in accordance with the provisions of the Municipal Code, the City is authorized to issue its waterworks and sewerage revenue bonds for the purpose of providing funds to pay the costs of the Refunding (the "Revenue Bonds"); and WHEREAS, as provided in Section 15 of the Local Government Debt Reform Act of the State of Illinois, as supplemented and amended (the "Act"), whenever revenue bonds have been authorized to be issued pursuant to the Municipal Code, the City may issue its general obligation bonds in lieu of such revenue bonds as authorized, and such general obligation bonds may be referred to as "alternate bonds"; and WHEREAS, for the purpose of providing funds to pay the costs of the Refunding and in accordance with the provisions of the Act, the Corporate Authorities, on the 9th day of August, 2011, adopted Ordinance No. 2011-43 (the "Authorizing Ordinance"), authorizing the issuance of General Obligation Refunding Bonds (Alternate Revenue Source), as provided in the Act, in an amount not to exceed $12,000,000 (the"Alternate Bonds"); and WHEREAS, on the 11th day of August, 2011, the Authorizing Ordinance, together with a separate notice in statutory form, was published in the Kendall County Record, the same being a newspaper of general circulation in the City, and an affidavit evidencing the publication of the Authorizing Ordinance and said notice have heretofore been presented to the Corporate Authorities and made a part of the permanent records of the City; and WHEREAS, more than thirty (30) days have expired since the date of publication of the Authorizing Ordinance and said notice, and no petitions with the requisite number of valid signatures thereon have been filed with the City Clerk requesting that the question of the issuance of the Alternate Bonds be submitted to referendum; and 2 CH12_2665111.7 WHEREAS, the Refunding constitutes a lawful corporate purpose within the meaning of the Act; and WHEREAS, the Corporate Authorities are now authorized to issue the Alternate Bonds in an aggregate principal amount of$11,150,000, in accordance with the provisions of the Act, and the Corporate Authorities hereby determine that it is necessary and desirable that there be issued at this time S 11,150,000 of the Alternate Bonds so authorized; and WHEREAS, the Alternate Bonds to be issued will be payable from the Pledged Revenues and the Pledged Taxes, both as hereinafter defined; and WHEREAS, pursuant to the Act, the Corporate Authorities must determine that the Revenues (as hereinafter defined) will be sufficient to provide or pay in each year to final maturity of the Alternate Bonds all of the following: (1) costs of operation and maintenance of the utility or enterprise, but not including depreciation, (2) debt service on all outstanding revenue bonds payable from the Revenues, (3) all amounts required to meet any fund or account requirements with respect to such outstanding revenue bonds, (4) other contractual or tort liability obligations, if any, payable from such Revenues and (5) in each year an amount not less than 1.25 times debt service of the Alternate Bonds proposed to be issued, and all outstanding alternate bonds payable from such Revenues previously issued and outstanding; and WHEREAS, the City has not previously pledged the Revenues to the payment of any bonds or other indebtedness of the City; and WHEREAS, such determination of the sufficiency of the Revenues are supported by the report dated the date hereof(the "Report") of Speer Financial, Inc., Chicago, Illinois ("Speer"), which Report has been presented to and accepted by the Corporate Authorities and is now on file with the City Clerk; and 3 CH12_2665111.7 WHEREAS, pursuant to and in accordance with the provisions of the Bond Issue Notification Act of the State of Illinois, the Mayor of the City (the "Mayor"), called a public hearing (the "Hearing") for the 23rd day of August, 2011, concerning the intent of the Corporate Authorities to sell not to exceed $12,000,000 General Obligation Refunding Bonds (Alternate Revenue Source); and WHEREAS, notice of the Hearing was given (i) by publication at least once not less than seven (7) nor more than thirty (30) days before the date of the Hearing in the Kendall County Record, the same being a newspaper of general circulation in the City, and (ii) by posting at least 48 hours before the Hearing a copy of said notice at the principal office of the Corporate Authorities; and WHEREAS, the Hearing was held on the 23rd day of August, 2011, and at the Hearing, the Corporate Authorities explained the reasons for the proposed bond issue and permitted persons desiring to be heard an opportunity to present written or oral testimony within reasonable time limits; and WHEREAS, the Hearing was finally adjourned on the 23rd day of August, 2011, and not less than seven (7) days have passed since the final adjournment of the Hearing; and WHEREAS, the Property Tax Extension Limitation Law of the State of Illinois, as amended by Public Act 89-385 (the "Tax Limitation Law"), imposes certain limitations on the "aggregate extension" of certain property taxes levied by the City, but provides that the definition of"aggregate extension" contained in Section 18-185 of the Tax Limitation Law does not include ,,extensions . . . payments of principal and interest on bonds issued under Section 15 of the Local Government Debt Reform Act;" and 4 CH 12_2665111.7 WHEREAS, the County Clerk of Kendall County, Illinois (the "County Clerk''), is therefore authorized to extend and collect said direct annual ad valorem tax so levied for the payment of the Alternate Bonds for the Project without limitation as to rate or amount; Now, THEREFORE, BE IT ORDAINED by the City Council of the United City of Yorkville, Kendall County, Illinois, as follows: Section 1. Definitions. The following words and terms used in this Ordinance shall have the following meanings unless the context or use clearly indicates another or different meaning is intended: "Act" means the Local Government Debt Reform Act of the State of Illinois, as supplemented and amended. "Additional Bonds" means any alternate bonds issued in the future in accordance with the provisions of the Act on a parity with and sharing ratably and equally in the Pledged Revenues with the Bond. "Alternate Bond and Interest Account (2011)" means the Alternate Bond and Interest Account (2011) established hereunder and further described by Section 12 of this Ordinance. "Authorized Officer" means any of the Mayor, Treasurer, Finance Director and City Clerk of the City. "Bond" or "Bonds" means one or more, as applicable, of the General Obligation Refunding Bonds (Alternate Revenue Source), Series 2011, authorized to be issued by this Ordinance. "Bond Fund" means the Alternate Bond Fund (2011) established hereunder and further described by Section 16 of this Ordinance. "Bond Register" means the books of the City kept by the Bond Registrar to evidence the registration and transfer of the Bond. 5 CH 12_2665111.7 "Bond Registrar" means The Bank of New York Mellon Trust Company, N.A., Chicago, Illinois, or any successor thereto or designated hereunder, in its capacity as bond registrar hereunder. "City" means the United City of Yorkville, Kendall County, Illinois. "Cio) Clerk" means the City Clerk of the City. "Code" means the Internal Revenue Code of 1986, as amended. "Corporate Authorities" means the City Council of the City. "Expense Fund" means the fund established hereunder and further described by Section 22 of this Ordinance. "Fiscal Year" means a twelve-month period beginning May 1 of the calendar year and ending on the next succeeding April 30. "Mayor" means the Mayor of the City. "Municipal Code" means the Illinois Municipal Code, as supplemented and amended. "Ordinance" means this ordinance as originally adopted and as the same may from time to time be amended or supplemented. "Outstanding Bonds" means the Bond and any Additional Bonds which are outstanding and unpaid;provided, however, such term shall not include Bonds or Additional Bonds (i) which have matured and for which moneys are on deposit with proper paying agents, or are otherwise properly available, sufficient to pay all principal and interest thereof, or (ii) the provision for payment of which has been made by the City by the deposit in an irrevocable trust or escrow of funds or direct, full faith and credit obligations of the United States of America or obligations guaranteed by the United States of America, the principal and interest of which will be sufficient to pay at maturity or as called for redemption all the principal of and interest and applicable premium on such Bonds or Additional Bonds. 6 CH12_2665111.7 "Paying Agent" means The Bank of New York Mellon Trust Company, N.A., Chicago, Illinois, or any successor thereto or designated hereunder, in its capacity as paying agent hereunder. "Pledged Moneys'° means, collectively, Pledged Revenues and Pledged Taxes as both are defined herein. "Pledged Revenues" means (i) those Revenues on deposit in the Alternate Bond and Interest Account (2011) of the Revenue Fund, and (ii) such other funds of the City as may be necessary and on hand from time to time and lawfully available for such purpose. "Pledged Taxes" means the ad valorem taxes levied against all of the taxable property in the City without limitation as to rate or amount, pledged hereunder by the City as security for the Bond. "Prior Bonds"has the meaning set forth in the preambles. "Prior Ordinances"means the 2005D Ordinance and the 2008 Ordinance. "Refunding"has the meaning set forth in the preambles. "Revenue Fund" means the Sales Tax Revenue Fund created and established pursuant to Section 11 of this Ordinance. "Revenues" means distributions of sales taxes imposed by the City and collected by the State of Illinois pursuant to Sections 8-I1-1.3 and 8-11-1.4 of the Illinois Municipal Code consisting of the Non-Home Rule Municipal Retailers Occupation Tax and Non-Home Rule Municipal Service Occupation Tax. "Surplus Account" means the Surplus Account created and established pursuant to Section 12 of this Ordinance. "System" has the meaning set forth in the preambles. 7 CH12_2665111.7 "Tax Agreement" means the Tax Certificate and Agreement of the City dated the date of issuance of the Bond. "Treasurer"means the Treasurer of the City. "2005D Ordinance" means Ordinance Number 2005-88 adopted by the Corporate Authorities of the City on October 25, 2005 and the Bond Order executed pursuant thereto. "2008 Ordinance" means the Ordinance adopted by the Corporate Authorities of the City on December 22, 2008 authorizing the issuance of the City's General Obligation Refunding Bonds (Alternate Revenue Source), Series 2008. Section 2. Incorporation of Preambles. The Corporate Authorities hereby find that all of the recitals contained in the preambles to this Ordinance are full, true and correct and do incorporate them into this Ordinance by this reference. The Report is hereby accepted and approved by the Corporate Authorities, and it is hereby found and determined that Speer is a feasibility analyst having a national reputation for expertise in such matters as the Report. Section 3. Determination to Issue Bonds. It is necessary and in the best interests of the City to undertake the Refunding for the public health, safety and welfare, in accordance with the estimate of costs, as described, and in accordance with the provisions of the Municipal Code and the Act. Section 4. Determination of Useful Life. The Corporate Authorities do hereby determine the period of usefulness of the System to be not less than 25 years from the date hereof. Section 5. Bond Details. For the purpose of paying the cost of the Refunding, there shall be issued and sold a single fully registered Bond in the principal amount of$11,150,000. The Bond shall be designated "General Obligation Refunding Bond (Alternate Revenue Source), Series 2011", shall be dated the date of issuance thereof, shall also bear the date of authentication 8 CH12_2665111.7 and shall be in fully registered form. The Bond shall be issued as a single tern Bond, shall be numbered R-1, and shall become due and payable on December 30, 2025 in the principal amount of$11,150,000 and bearing interest at the rate of 4.280%per annum. The Bond shall bear interest from its date or from the most recent interest payment date to which interest has been paid or duly provided for, until the principal amount of the Bond is paid, such interest (computed upon the basis of a 360-day year of twelve 30-day months) being payable on the June 30 and December 30 of each year, commencing on December 30, 2011. Principal (and premium, if any) upon redemption and interest on each Bond shall be paid by check or draft of the Paying Agent, in lawful money of the United States of America, to the person in whose name such Bond is registered (the "Registered Owner") at the close of business on the 15th day of the month of the interest payment date or 15 days preceding any redemption date of the Bond on other than the 30th day of the month (the "Record Date"); provided that such payment shall be made to the Registered Owner as of the close of business of the Paying Agent on the Record Date by wire transfer to such Registered Owner on such payment date upon written notice from such Registered Owner containing the wire transfer address within the United States of America to which the Registered Owner wishes to have such wire directed which notice is received not later than the Business Day preceding such Record Date. The principal of the Bond payable at maturity shall be payable in lawful money of the United States of America upon presentation thereof at the principal corporate trust office of the Paying Agent in Chicago, Illinois, or at a successor Paying Agent address. The Bond shall be signed by the manual or facsimile signature of the Mayor, and shall be attested by the manual or facsimile signature of the City Clerk, and the corporate seal of the City shall be affixed thereto or printed thereon, and in case any officer whose signature shall appear on the Bond shall cease to be such officer before the delivery of such Bond, such signature shall 9 CH12_2665111.7 nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office until delivery. The Bond shall have thereon a certificate of authentication substantially in the form hereinafter set forth duly executed by the Bond Registrar as authenticating agent of the City for this issue and showing the date of authentication. No Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit under this Ordinance unless and until such certificate of authentication shall have been duly executed by the Bond Registrar by manual signature, and such certificate of authentication upon the Bond shall be conclusive evidence that the Bond has been authenticated and delivered under this Ordinance. The certificate of authentication on the Bond shall be deemed to have been executed by the Bond Registrar if signed by an authorized officer of the Bond Registrar, but it shall not be necessary that the same officer sign the certificate of authentication on the Bond issued or transferred hereunder. Section 6. Registration of Bonds; Persons Treated as Owners. The City shall cause books for the registration and for the transfer of the Bond as provided in this Ordinance to be kept at the principal corporate trust office of the Bond Registrar, which is hereby constituted and appointed the registrar of the City for this issue. The City is authorized to prepare, and the Bond Registrar shall keep custody of, multiple Bond blanks executed by the City for use in the transfer and exchange of the Bond. The Bond shall be transferable or exchangeable in accordance with its terms, only upon the books of the City kept for that purpose at the principal office of the Bond Registrar by the registered owner in person, or by its attorney duly authorized in writing, upon surrender of the Bond together with a written instrument of transfer or exchange satisfactory to the Bond Registrar duly executed by the registered owner, or its attorney duly authorized in writing; provided however that unless waived in writing by the City, the Bond shall not be transferred 10 CH12_2665111.7 upon the books required to be kept by the Registrar, to any person prior to receipt by the Registrar and the City of an investor letter in form and substance satisfactory to the City duly executed and delivered by the transferee of such Bond. Upon surrender for transfer of the Bond at the principal corporate trust office of the Bond Registrar upon satisfaction of the conditions set forth above, duly endorsed by, or accompanied by a written instrument or instruments of transfer in form satisfactory to the Bond Registrar and duly executed by the registered owner or his attorney duly authorized in writing, the City shall execute and the Bond Registrar shall authenticate, date and deliver in the name of the transferee a new fully registered Bond of the same maturity, for a like aggregate principal amount. Any fully registered Bond may be exchanged at said office of the Bond Registrar. The execution by the City of the fully registered Bond shall constitute full and due authorization of such Bond and the Bond Registrar shall thereby be authorized to authenticate, date and deliver such Bond; provided, however, the principal amount of outstanding Bond of each maturity authenticated by the Bond Registrar shall not exceed the authorized principal amount of Bond for such maturity less previous retirements. The Bond Registrar shall not be required to transfer or exchange the Bond during the period from the close of business on the 15th day of the calendar month of an interest payment date on the Bond or during the period of 15 days preceding the giving of notice of redemption of the Bond or to transfer or exchange the Bond all or a portion of which has been called for redemption. The person in whose name the Bond shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of the principal of or interest on the Bond shall be made only to or upon the order of the registered owner thereof or his legal 11 CH12_2665111.7 representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon the Bond to the extent of the sum or sums so paid. No service charge shall be made for any transfer or exchange of the Bond, but the City or the Bond Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be unposed in connection with any transfer or exchange of the Bond, except in the case of the issuance of a Bond for the unredeemed portion of a Bond surrendered for redemption. Section 7. Redemption. (a) Optional Redemption In Whole. The Bond shall be subject to redemption prior to maturity at the option of the City, in whole, on any date on or after December 30, 2020 at a redemption price of 100% of the principal amount thereof, without premium, plus accrued and unpaid interest to the date of redemption. (b) Special Optional Redemption in Part. In addition, but not by way of limitation of any other redemption provisions set forth herein, the Bond is subject to partial prepayment and special optional redemption in part at any time at the option of the City, at a redemption price of 100% of the principal amount of the Bond to be redeemed, plus accrued interest to the date of redemption, subject to the following conditions: (i) Any such partial prepayment and redemption shall be in a minimum principal amount of$500,000, and a maximum principal amount of$2,000,000; (ii) Only one partial prepayment and redemption may be made in any calendar year; and (iii) Any such optional partial prepayment and redemption of the Bond in part shall be applied to reduce the principal amount of the Bond required to be redeemed by 12 CH12_2665111.7 mandatory sinking fund redemption in inverse order of the mandatory sinking fund redemption dates. (c) Mandator) Sinking Fund Redemption. The Bond shall be subject to mandatory sinking fund redemption and payment at maturity, in accordance with the provisions set forth below, at a redemption price of 100% of the principal amount to be redeemed plus accrued interest, without premium, on December 30 of the years and in the amounts set forth below: YEAR PRINCIPAL AMOUNT 2013 $ 660,000 2014 685,000 2015 715,000 2016 745,000 2017 780,000 2018 810,000 2019 845,000 2020 885,000 2021 920,000 2022 960,000 2023 1,000,000 2024 1,045,000 2025 1,100,000 The principal amounts of the Bond to be mandatorily redeemed, if any, in each year may be reduced through the earlier optional redemption thereof, with any partial optional redemption of the Bond credited against future mandatory redemption requirements in inverse order of the mandatory sinking fund redemption dates. Section 8. Redemption Procedure. The City shall, at least 45 days prior to the redemption date (unless a shorter time period shall be satisfactory to the Bond Registrar), notify the Bond Registrar of such redemption date and of principal amount of the Bond to be redeemed. The Bond Registrar shall promptly notify the City in writing of the portion of the Bond selected for redemption and, in the case of any partial redemption, the principal amount thereof to be redeemed. 13 CH12 2665111.7 Unless waived by the registered owner of the Bond to be redeemed, official notice of any such redemption shall be given by the Bond Registrar on behalf of the City by mailing the redemption notice by first class mail not less than 30 days and not more than 60 days prior to the date fixed for redemption to each registered owner of the Bond to be redeemed at the address shown on the Bond Register or at such other address as is furnished in writing by such registered owner to the Bond Registrar. Unless moneys sufficient to pay the redemption price of the Bond to be redeemed are received by the Bond Registrar prior to the giving of such notice of redemption, such notice may, at the option of the City, state that said redemption will be conditional upon the receipt of such moneys by the Bond Registrar on or prior to the date fixed for redemption. If such moneys are not received, such notice will be of no force and effect, the City will not redeem the Bond, and the Bond Registrar will give notice, in the same manner in which the notice of redemption has been given, that such moneys were not so received and that the Bond will not be redeemed. Otherwise, prior to any redemption date, the City will deposit with the Bond Registrar an amount of money sufficient to pay the redemption price of all the Bond or portions of the Bond which are to be redeemed on the date. All official notices of redemption shall include the full name of the Bond and at least the information as follows: (a) the redemption date; (b) the redemption price; and (c) a statement that on the redemption date the redemption price will become due and payable upon the Bond or portion thereof called for redemption and that interest thereon shall cease to accrue from and after said date. 14 CH12_2665111.7 On or prior to any redemption date, the City shall deposit with the Paying Agent an amount of money sufficient to pay the redemption price of all of the Bond or portions of the Bond which are to be redeemed on that date. Subject to the provisions for a conditional notice of redemption described above, official notice of redemption having been given as aforesaid, the Bond or portions of the Bond so to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified, and from and after such date (unless the City shall default in the payment of the redemption price), the Bond or portions of the Bond shall cease to bear interest. Neither the failure to mail such redemption notice, nor any defect in any notice so mailed, to any particular registered owner of a Bond, shall affect the sufficiency of such notice with respect to other registered owners. Notice having been properly given, failure of a registered owner of the Bond to receive such notice shall not be deemed to invalidate, limit or delay the effect of the notice or redemption action described in the notice. Such notice may be waived in writing by a registered owner of a Bond entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by registered owners shall be filed with the Bond Registrar, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. The Bond or portion of the Bond to be redeemed shall be paid by the Paying Agent at the redemption price. The procedure for the payment of interest and principal due as part of the redemption price shall be as provided in Section 5 for payment of principal at redemption and interest otherwise due. The Paying Agent shall maintain a schedule of all payments of principal on the Bond and shall make a notation in such schedule upon each payment of principal of the Bond whether at maturity or upon optional or mandatory redemption. In the event of any discrepancy between the 15 CH12_2665111.7 principal amount of the Bond as set forth in the Bond and as set forth in such schedule, the schedule shall be conclusive, absent manifest error. If the Bond or portion of the Bond called for redemption shall not be so paid, the principal shall, until paid or duly provided for, bear interest from the redemption date at the rate borne by the Bond or portion of the Bond so called for redemption. Section 9. Form of Bond. The Bond shall be prepared in substantially the following form; provided, however, that if the text of the Bond is to be printed in its entirety on the front side of the Bond, then paragraph [2] and the legend, "See Reverse Side for Additional Provisions", shall be omitted and paragraphs [6] through [16] shall be inserted immediately after paragraph [1]: 16 CH 12_2665111.7 (FORM OF BOND-FRONT SIDE) REGISTERED REGISTERED No: R-1 $11,150,000 [NEITHER THIS BOND NOR ANY INTEREST HEREIN MAY BE TRANSFERRED OR CONVEYED EXCEPT IN ACCORDANCE WITH THE TERMS AND PROVISIONS OF THE BOND ORDINANCE REFERRED TO HEREIN] UNITED STATES OF AMERICA STATE OF ILLINOIS COUNTY OF KENDALL UNITED CITY OF YORKVILLE GENERAL OBLIGATION REFUNDING BOND (ALTERNATIVE REVENUE SOURCE) SERIES 2011 See Reverse Side for Additional Provisions Interest Maturity Dated Rate: 4.280% Date: December 30, 2025 Date: October 26, 2011 Registered Owner: Capital One Public Funding, LLC Principal Amount: Eleven Million One Hundred Fifty Thousand Dollars [1] KNOW ALL PERSONS BY THESE PRESENTS, that the United City of Yorkville, Kendall County, Illinois (the "City"), hereby acknowledges itself to owe and for value received promises to pay to the Registered Owner identified above, or registered assigns as hereinafter provided, on the Maturity Date identified above, the Principal Amount identified above and to pay interest (computed on the basis of a 360-day year of twelve 30-day months) on such Principal Amount from the date of this Bond or from the most recent interest payment date to which interest has been paid or duly provided for at the Interest Rate per annum set forth above on June 30 and December 30 of each year, commencing December 30, 2011, until said Principal Amount is paid. The principal of this Bond at maturity is payable in lawful money of the United States of America at the principal corporate trust office of The Bank of New York Mellon Trust 17 CH 12_2665111.7 Company, N.A., Chicago, Illinois, as paying agent (the "Paying Agent'). Payment of the installments of interest and principal, upon redemption of this Bond shall be made to the Registered Owner hereof as shown on the registration books of the City maintained by The Bank of New York Mellon Trust Company, N.A., Chicago, Illinois, as bond registrar (the "Bond Registrar'), at the close of business on the 15th day of the month of each interest payment date or 15 days preceding any redemption date of this Bond (the "Record Date") and shall be paid by check or draft of the Paying Agent, payable in lawful money of the United States of America, mailed to the address of such Registered Owner as it appears on such registration books or at such other address furnished in writing by such Registered Owner to the Bond Registrar"); provided that such payment shall be made to the Registered Owner as of the close of business of the Paying Agent on the Record Date by wire transfer to such Registered Owner on such payment date upon written notice from such Registered Owner containing the wire transfer address within the United States of America to which the Registered Owner wishes to have such wire directed which notice is received not later than the Business Day preceding such Record Date. [2] Reference is hereby made to the further provisions of this Bond set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as if set forth at this place. [3] It is hereby certified and recited that all acts, conditions and things required to be done precedent to and in the issuance of this Bond have been done and have happened and have been performed in regular and due form of law; that the indebtedness of the City, including this Bond, does not exceed any limitation imposed by law; that provision has been made for the collection of the Pledged Revenues, the levy and collection of the Pledged Taxes and the segregation of the Pledged Moneys to pay the interest hereon as it falls due and also to pay and 18 CH12_2665111.7 discharge the principal hereof at maturity; and that the City hereby covenants and agrees that it will properly account for the Pledged Moneys and will comply with all the covenants of and maintain the funds and accounts as provided by the Bond Ordinance. [4] This Bond shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the Bond Registrar. [5] IN WITNESS WHEREOF, said United City of Yorkville, Kendall County, Illinois,by its City Council, has caused this Bond to be signed by the manual or duly authorized facsimile signature of its Mayor and attested by the manual or duly authorized facsimile signature of its City Clerk, and its corporate seal to be affixed hereto or printed hereon, all as of the Dated Date identified above. Mayor [SEAL] ATTEST: City Clerk Date of Authentication: 19 CH12_2665111.7 CERTIFICATE Bond Registrar and Paying Agent: OF The Bank of New York Mellon Trust AUTHENTICATION Company, N.A., Chicago, IL This Bond is described in the within-mentioned Ordinance and is the General Obligation Refunding Bond (Alternate Revenue Source), Series 2011, of the United City of Yorkville, Kendall County, Illinois. The Bank of New York Mellon Trust Company, N.A., as Bond Registrar By Authorized Officer 20 CH12_2665111.7 STATEMENT OF INSURANCE Assured Guaranty Municipal Corp. ("AGM"), 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 The Bank of New York Mellon Trust Company, N.A., Chicago, Illinois, or its successor, as paying agent for the Bond (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 AGM 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 AGM as more fully set forth in the Policy. 21 CH 12_2665111.7 [Form of Bond - Reverse Side] UNITED CITY OF YORKVILLE KENDALL COUNTY, ILLINOIS GENERAL OBLIGATION REFUNDING BOND (ALTERNATE REVENUE SOURCE) SERIES 2011 [6] This bond (the "Bond" or "Bonds") is issued as a single bond in the original principal amount of Eleven Million One Hundred Fifty Thousand Dollars ($11,150,000). This Bond is issued pursuant to the Local Government Debt Reform Act (the "Act") and Division 139 of Article 11 of the Illinois Municipal Code (the "Municipal Code"), all as supplemented and amended, for the purpose of financing the costs of refunding the City's General Obligation Bonds (Alternate Revenue Source), Series 2005D (the "2005D Bonds") and the City's General Obligation Refunding Bonds (Alternate Revenue Source) Series 2008 (the "2008 Bonds" and together with the 2005D Bonds, the "Prior Bonds"). The Bond is issued pursuant to an authorizing ordinance passed by the City Council of the City (the "Corporate Authorities") on the 9th day of August, 2011, and by a bond ordinance passed by the Corporate Authorities on the day of October, 2011 (the "Bond Ordinance"), to which reference is hereby expressly made for further definitions and terms and to all the provisions of which the Registered Owner by the acceptance of this Bond assents. [7] Under the Municipal Code and the Bond Ordinance, the Revenues, as defined below, shall be deposited into the Sales Tax Revenue Fund of the City and transferred to the Alternate Bond and Interest Account (2011) in amounts sufficient to pay debt service owed on the Bond, which Account shall be used only and has been pledged for paying the principal of and interest owed on the Bond. The City may issue future revenue bonds payable from the Revenues, which bonds may be issued on a parity with the Bond, pursuant to the terms of the Bond Ordinance provided provisions of the Act have been satisfied. 22 CH12_2665111.7 [8] The Bond is payable from (a) (i) Revenues deposited to the credit of the Alternate Bond and Interest Account (2011) within the Sales Tax Revenue Fund (the "Pledged Revenues"), and (ii) such other funds of the City as may be necessary and on hand from time to time and lawfully available for such purpose and (b) ad valorem taxes levied against all of the taxable property in the City without limitation as to rate or amount (the "Pledged Taxes") (the Pledged Revenues and the Pledged Taxes being collectively called the "Pledged Moneys"), all in accordance with the provisions of the Act and the Municipal Code. For the prompt payment of this Bond, both principal and interest at maturity, the full faith, credit and resources of the City are hereby irrevocably pledged. "Revenues" means distributions of sales taxes imposed by the City and collected by the State of Illinois pursuant to Sections 8-11-1.3 and 8-11-1.4 of the Illinois Municipal Code consisting of the Non-Home Rule Municipal Retailers Occupation Tax and Non-Home Rule Municipal Service Occupation Tax. [9] Under the Act and the Bond Ordinance, the Pledged Revenues shall be deposited into and segregated in the Alternate Bond and Interest Account (2011) of the Revenue Fund, and the Pledged Taxes shall be deposited into and segregated in the Alternate Bond Fund (2011), each as created by the Bond Ordinance. Moneys on deposit in said Account and said Fund shall be used first and are pledged for paying the principal of and interest on the Bond and then for any further purposes as provided by the terms of the Bond Ordinance. [10] This Bond does not constitute an indebtedness of the City within the meaning of any constitutional or statutory provision or limitation, unless the Pledged Taxes shall have been extended pursuant to the general obligation, full faith and credit promise supporting the Bond, in which case the amount of the Bond then outstanding shall be included in the computation of indebtedness of the City for purposes of all statutory provisions or limitations until such time as 23 CH 12_2665111.7 an audit of the City shows that the Bond has been paid from the Pledged Revenues for a complete Fiscal Year. [11] This Bond is transferable by the Registered Owner hereof in person or by his attorney duly authorized in writing at the principal corporate trust office of the Bond Registrar in Chicago, Illinois, but only in the manner, subject to the limitations and upon payment of the charges provided in the Bond Ordinance, and upon surrender and cancellation of this Bond. Upon such transfer a new Bond of the same maturity and for the same outstanding principal amount will be issued to the transferee in exchange therefor. [12] Notwithstanding any other provision herein, it shall be a condition to any transfer or exchange of this Bond that a new investor's letter in form and substance satisfactory to the City be issued by any subsequent purchaser or transferee of the Bond and substantially in the form of the investor's letter delivered to the City at the time of issuance of this Bond. [13] The Bond is issued as a single fully registered Bond. This Bond may be exchanged at the principal corporate trust office of the Bond Registrar for a like principal amount of Bond of the same maturity, upon the terms set forth in the Bond Ordinance. The Bond Registrar shall not be required to transfer or exchange this Bond during the period beginning at the close of business on the 15th day of the month of any interest payment date on such Bond or during the period of 15 days preceding the giving of notice of redemption of this Bond or to transfer or exchange this Bond all or a portion of which has been called for redemption. [14] This Bond is subject to redemption prior to maturity at the option of the City, in whole, on any date on or after December 30, 2020 at a redemption price of 100% of the principal amount thereof, without premium, plus accrued and unpaid interest to the date of redemption. In addition, but not by way of limitation of any other redemption provisions set forth in the Bond Ordinance, this Bond is subject to partial prepayment and special optional redemption 24 CH12_2665111.7 in part at any time at the option of the City, at a redemption price of 100% of the principal amount of the Bond to be redeemed, plus accrued interest to the date of redemption subject to the following conditions: (i) Any such partial prepayment and redemption shall be in a minimum principal amount of$500,000, and a maximum principal amount of$2,000,000; (ii) Only one partial prepayment and redemption may be made in any calendar year; and (iii) Any such optional partial prepayment and redemption of this Bond in part shall be applied to reduce the principal amount of the Bond required to be redeemed by mandatory sinking fund redemption in inverse order of the mandatory sinking fund redemption dates. This Bond is also subject to mandatory sinking fund redemption and payment at maturity at a redemption price of 100% of the principal amount to be redeemed plus accrued interest, without premium, on December 30 of the years and in the amounts set forth below: YEAR PRINCIPAL AMOUNT 2013 $ 660,000 2014 685,000 2015 715,000 2016 745,000 2017 780,000 2018 810,000 2019 845,000 2020 885,000 2021 920,000 2022 960,000 2023 1,000,000 2024 1,045,000 2025 1,100,000 The Paying Agent shall maintain a schedule of all payments of principal of the Bond and shall make a notation in such schedule upon each payment of principal of this Bond whether at 25 CH 12_2665111.7 maturity or upon optional or mandatory redemption. The initial payment schedule for this Bond, which includes the amount of interest payable on this Bond on each interest payment date and the mandatory sinking fund requirements described above, is attached hereto as Schedule I. Upon any optional redemption of this Bond, the Paying Agent shall mail to the registered owner of this Bond and the City a revised payment schedule reflecting the reduction in payments owed on this Bond after giving effect to such redemption. In the event of any discrepancy between the principal amount of this Bond as set forth in this Bond and as set forth in such schedule, the schedule shall be conclusive, absent manifest error. The principal amounts of this Bond to be redeemed, if any, in each year may be reduced through the earlier optional redemption thereof, with any partial optional redemption of this Bond credited against future mandatory redemption requirements in inverse order of the mandatory sinking fund redemption dates. [15] Notice of any such redemption shall be given by the Bond Registrar on behalf of the City as provided in the Bond Ordinance. [16] The City, the Paying Agent and the Bond Registrar may deem and treat the Registered Owner hereof as the absolute owner hereof for the purpose of receiving payment of or on account of principal hereof and interest due hereon and for all other purposes and neither the City, the Paying Agent nor the Bond Registrar shall be affected by any notice to the contrary. 26 CH12_2665111.7 ASSIGNMENT FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto [Here insert identifying number such as TID, SSN, or other] (Name and Address of Assignee) the within Bond and does hereby irrevocably constitute and appoint as attorney to transfer the said Bond on the books kept for registration thereof with full power of substitution in the premises. Dated: Signature guaranteed: NOTICE: The signature to this transfer and assignment must correspond with the name of the Registered Owner as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever. 27 CH12_2665111.7 SCHEDULEI DEBT SERVICE SCHEDULE 28 CH 12_2665111.7 Section 10. Treatment of Bond as Debt. The Bond shall be payable from the Pledged Moneys and shall not constitute an indebtedness of the City within the meaning of any constitutional or statutory limitation, unless the Pledged Taxes shall have been extended pursuant to the general obligation, full faith and credit promise supporting the Bond, as set forth in Section 15 hereof, in which case the amount of the Bond then Outstanding shall be included in the computation of indebtedness of the City for purposes of all statutory provisions or limitations until such time as an audit of the City shows that the Bond has been paid from the Pledged Revenues for a complete Fiscal Year, in accordance with the Act. Section 11. Creation of Sales Tax Revenue Fund. All of the Revenues shall be set aside as collected and be deposited in a separate fund and in an account in a bank to be designated by the Corporate Authorities, which fund is hereby created and is designated as the "Sales Tax Revenue Fund" (the "Revenue Fund") of the City. The Revenues shall be immediately deposited upon receipt by the City into the Revenue Fund. Section 12. Flow of Funds. There shall be and there are hereby created two separate accounts in the Revenue Fund to be known as the Alternate Bond and Interest Account (2011) and the Surplus Account, and to which there shall be credited on or before the first day of each month by the financial officer of the City, without any further official action or direction, in the order in which said accounts are hereinafter mentioned, all moneys held in the Revenue Fund, in accordance with the following provisions: (a) Alternate Bond and Interest Account (2011). All moneys in the Revenue Fund shall be credited first to a separate and segregated account hereby created and designated the "Alternate Bond and Interest Account (2011)" of the Revenue Fund (the "Alternate Bond and Interest Account (2011)"), as follows. There shall be paid into the Alternate Bond and Interest Account (2011) in each month the amount of the interest becoming due on the next succeeding 29 CH12_2665111.7 interest payinent date on the Outstanding Bond and the amount of the principal becoming due on the next succeeding principal maturity date or mandatory sinking fund redemption date of the Outstanding Bond until there shall have been accumulated in the Alternate Bond and Interest Account (2011) on or before the month preceding such payment date of interest or principal, an amount sufficient to pay such principal or interest, or both, of the Outstanding Bond on such next succeeding payment date. All moneys in said Account shall be used only for the purpose of paying interest on and principal of the Bond and any Additional Bonds. (b) Surplus Account. Any funds remaining in the Revenue Fund after making the aforesaid deposits to the credit of the Alternate Bond and Interest Account (2011), shall be transferred to a separate and segregated account hereby created and designated the "Surplus Account" of the Revenue Fund (the "Surplus Account"). Amounts in the Surplus Account shall be used, first, to make up any subsequent deficiencies in the Alternate Bond and Interest Account (2011); and then, for the remainder of all surplus Revenues, at the discretion of the Corporate Authorities, for one or more of the following purposes without any priority among them: 1. For the purpose of calling and redeeming the Outstanding Bond payable from the Revenues which are callable at the time; or 2. For the purpose of purchasing the Outstanding Bond payable from the Revenues. (c) After there has been accumulated in the Surplus Account an amount equal to 100% of the principal of and interest to accrue on the Outstanding Bond for the next succeeding Bond Year (June 30 and December 30), any remaining Revenues, may be released at the discretion of the Corporate Authorities and used for any lawful public purpose. 30 CH12 2665111.7 (d) Money to the credit of the Revenue Fund (as hereinafter defined) may be invested pursuant to any authorization granted to municipal corporations by Illinois statute or court decision. Section 13. Account Excesses. Any amounts to the credit of the accounts created by this Ordinance in excess of the then current requirements therefor may be transferred at any time by the Corporate Authorities to such other account or accounts of the Revenue Fund as it may in its sole discretion designate. Section 14. Sale of Bond. The Bond hereby authorized shall be executed as in this Ordinance provided as soon after the passage hereof as may be directed by the Authorized Officer, and thereupon be deposited with the City Treasurer, and be by said Treasurer delivered to Capital One Public Funding, LLC, the purchaser thereof (the "Purchaser"), upon receipt of the purchase price therefore, the same being $11,150,000; it being hereby found and determined that the Bond has been sold at such price and bears interest at such rates that neither the true interest cost (yield) nor the net interest rate received upon such sale exceed the maximum rate otherwise authorized by Illinois law and that no person holding any office of the City, either by election or appointment, is in any manner financially interested directly in his own name or indirectly in the name of any other person, association, trust or corporation, in the Purchaser. The officers of the City are hereby authorized to take any actions as may be required on the part of the City to consummate the transactions contemplated by this Ordinance and the Bond. There is hereby authorized the payment of a placement fee to William Blair & Co. in the amount of$89,200 for placing the Bond with the Purchaser. Section 15. Pledged Taxes; Tax Levy. For the purpose of providing additional funds to pay the principal of and interest on the Bond, and as provided in Section 15 of the Act, there is 31 CH 12_2665111.7 hereby levied upon all of the taxable property within the City, in the years for which the Bond is Outstanding, a direct annual tax in amounts sufficient for that purpose, and there shall be levied upon all of the taxable property in the City the following direct annual taxes (the "Pledged Taxes"): FOR THE YEAR A TAX SUFFICIENT TO PRODUCE THE SUM OF: 2012 $1,137,220 For principal and interest due June 30, 2013 and December 30, 2013 2013 $1,133,972 2014 $1,134,654 2015 $1,134,052 2016 $1,1 37,166 2017 $1,133,782 2018 $1,134,114 2019 $1,137,948 2020 $1,135,070 2021 $1,135,694 2022 $1,134,606 2023 $1,136,806 2024 $1,147,080 These taxes shall be in addition to and in excess of all other taxes levied by the City. Following any extension of Pledged Taxes, interest or principal coming due at any time when there are insufficient funds on hand from the Pledged Taxes to pay the same shall be paid promptly when due from current funds on hand in advance of the collection of the Pledged Taxes herein levied; and when the Pledged Taxes shall have been collected, reimbursement shall be made to said funds in the amount so advanced. The City covenants and agrees with the purchasers and the owners of the Bond that so long as the Bond remains outstanding, the City will take no action or fail to take any action which in any way would adversely affect the ability of the City to collect the Pledged Revenues or to levy and collect the Pledged Taxes. The City and its officers will comply with all present and future applicable laws in order to assure that the Pledged Revenues will be available and that 32 CH12_2665111.7 the Pledged Taxes will be levied, extended and collected as provided herein and deposited in the Bond Fund. Section 16. Filing with County Clerk. After this Ordinance becomes effective, a copy hereof, certified by the City Clerk, shall be filed with the County Clerk. The County Clerk shall in and for each of the years required ascertain the rate percent required to produce the aggregate Pledged Taxes provided to be levied in each of said years; and the County Clerk shall extend the same for collection on the tax books in connection with other taxes levied in said years in and by the City for general corporate purposes of the City; and the County Clerk, or other appropriate officer or designee, shall remit the Pledged Taxes for deposit to the credit of a special fund to be designated the "Alternate Bond Fund (2011)" (the "Bond Fund"), and in said years the Pledged Taxes shall be levied and collected by and for and on behalf of the City in like manner as taxes for general municipal purposes of the City for said years are levied and collected, and in addition to and in excess of all other taxes. The Pledged Taxes are hereby irrevocably pledged to and shall be used only for the purpose of paying principal of and interest on the Bond. It is hereby expressly provided that in the event there shall be moneys both to the credit of the Alternate Bond and Interest Account (2011) and the Bond Fund, the Bond Fund shall be fully depleted before moneys to the credit of the Alternate Bond and Interest Account (2011) shall be used to pay principal of and interest on the Bond. Section 17. Abatement of Pledged Taxes. Whenever the Pledged Revenues shall have been determined by the Corporate Authorities to provide in any calendar year an amount not less than 1.00 times debt service of all of the Outstanding Bond in the next succeeding Bond Year (June 30 and December 30), the Treasurer or Finance Director shall, prior to the time the Pledged Taxes levied in such calendar year are extended, direct the abatement of the Pledged Taxes for 33 CH12_2665111.7 such Bond Year, and proper notification of such abatement shall be filed with the County Clerk in a timely manner to effect such abatement. The City covenants and agrees that it will not direct the County Clerk to abate any other taxes levied for general corporate purposes in a calendar year until sufficient Pledged Revenues have been deposited in the Alternate Bond and Interest Account (2011) and the abatement of the Pledged Taxes for such calendar year has been filed with the County Clerk. Section 18. Pledged Revenues; General Covenants. The City covenants and agrees with the registered owners of the Bond that, so long as the Bond remains Outstanding: A. The City hereby pledges the Pledged Revenues to the payment of the Bond, and the Corporate Authorities covenant and agree to provide for, collect and apply the Pledged Revenues to the payment of the Bond and the provision of not less than an additional .25 times debt service, all in accordance with Section 15 of the Act. The determination of the sufficiency of the Pledged Revenues pursuant to this subsection (A) shall be supported by reference to the annual audit of the City and acceptance of said Audit by the Corporate Authorities shall be conclusive evidence that the conditions of Section 15 of the Act have been met. B. The City will punctually pay or cause to be paid from the Alternate Bond and Interest Account (2011) and from the Bond Fund the principal of and the interest on the Bond in strict conformity with the terms of the Bond and this Ordinance, and it will faithfully observe and perform all of the conditions, covenants and requirements thereof and hereof. C. The City will pay and discharge, or cause to be paid and discharged, from the Alternate Bond and Interest Account (2011) and the Bond Fund any and all lawful claims which, if unpaid, might become a lien or charge upon the Pledged Moneys, or any part thereof, or upon any funds in the hands of the Paying Agent, or which might impair the security of the Bond. 34 CH12 2665111.7 Nothing herein contained shall require the City to make any such payment so long as the City in good faith shall contest the validity of said claims. D. The City will keep, or cause to be kept, proper books of record and accounts, separate from all other records and accounts of the City, in which complete and correct entries shall be made of all transactions relating to the improvements to the System financed with the Prior Bonds, the Pledged Moneys, the Alternate Bond and Interest Account (2011) and the Bond Fund. Such books of record and accounts shall at all times during business hours be subject to the inspection of the registered owners of not less than ten per cent (10%) of the principal amount of the Outstanding Bond or their representatives authorized in writing. E. The City will preserve and protect the security of the Bond and the rights of the registered owners of the Bond, and will warrant and defend their rights against all claims and demands of all persons. From and after the sale and delivery of the Bond by the City, the Bond shall be incontestable by the City. F. The City will adopt, make, execute and deliver any and all such further ordinances, resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention of, or to facilitate the performance of, this Ordinance, and for the better assuring and confirming unto the registered owners of the Bond of the rights and benefits provided in this Ordinance. G. As long as the Bond is Outstanding, the City will continue to deposit the Revenues to the Revenue Fund and the Pledged Revenues to the Alternate Bond and Interest Account (2011) and, if applicable, the Pledged Taxes to the Bond Fund. The City covenants and agrees with the purchaser of the Bond and with the registered owners thereof that so long as the Bond remains Outstanding, the City will take no action or fail to take any action which in any way would adversely affect the ability of the City to collect the Pledged Taxes and to collect and 35 CH12_2665111.7 to segregate the Pledged Moneys. The City and its officers will comply with all present and future applicable laws in order to assure that the Pledged Taxes can be extended and that the Pledged Revenues and the Pledged Taxes may be collected and deposited to the Alternate Bond and Interest Account (2011) and the Bond Fund, respectively, as provided herein. H. Once issued, the Bond shall be and forever remain until paid or defeased the general obligation of the City, for the payment of which its full faith and credit are pledged, and shall be payable, in addition to the Pledged Revenues, from the levy of the Pledged Taxes as provided in the Act. I. Within six months following the close of each Fiscal Year, the City will cause the accounts created hereunder to be audited by independent certified public accountants in accordance with appropriate audit standards. Said audit will be available for inspection by the registered owners of the Bond. Section 19. Additional Bonds and Subordinate Bonds. The City reserves the right to issue Additional Bonds from time to time payable from the Pledged Revenues, and any such Additional Bonds shall share ratably and equally in the Pledged Revenues with the Bond; provided, however, that no Additional Bonds shall be issued except in accordance with the provisions of the Act as the Act is written at this time and demonstrating that the coverage required under the Act for the issuance of alternate bonds payable from the Revenues shall have been met for the Outstanding Bond. The City also reserves the right to issue revenue bonds from time to time payable from the Revenues that are subordinate to the Bond or Additional Bonds and are payable from the money remaining in the Surplus Account created hereunder after making required deposits into the Alternate Bond and Interest Account (2011), and after setting aside the amounts required pursuant to Section 12(c) of this Ordinance. 36 CH 12_2665111.7 Section 20. Bonds No Longer Outstanding, The Bond which is no longer an Outstanding Bond as defined in this Ordinance shall cease to have any lien on or right to receive or be paid from Pledged Revenues or Pledged Taxes and shall no longer have the benefits of any covenant for the registered owners of the Outstanding Bond as set forth herein as such relates to lien and security of the Bond in the Pledged Revenues or Pledged Taxes. Section 21. Provisions a Contract. The provisions of this Ordinance shall constitute a contract between the City and the owners of the Outstanding Bond and no changes, additions, or alterations of any kind shall be made hereto, except as herein provided, so long as there is an Outstanding Bond. Section 22. Use of Proceeds. The proceeds derived from the sale of the Bond shall be used as follows: A. Proceeds in the amount of $543,500.56 shall be credited to the Alternate Bond and Interest Account (2011) and applied to pay interest due on the Bond through December 30, 2012. B. The City shall allocate from the Bond proceeds the sum necessary for (i) payment of any municipal bond insurance premium required to be paid to the bond insurer insuring the Bond (the "Bond Insurer") which shall be remitted directly to the Bond Insurer, and (ii) expenses incurred in the issuance of the Bond which shall be deposited into a separate fund, hereby created, designated the "Expense Fund," (the "Expense Fund") to be maintained by the Treasurer and disbursed to pay costs and expenses of issuance of the Bond. Disbursements from such fund shall be made from time to time upon the direction of the Treasurer and such disbursements are hereby authorized. Any excess in said fund shall be deposited into the Alternate Bond and Interest Account (2011) after six months from the date of issuance of the 37 CH 12_2665111.7 Bond, and any deficiencies in the Expense Fund shall be paid by disbursement from the Alternate Bond and Interest Account (2011). C. The balance of the principal proceeds derived from the sale of the Bond, together with such moneys on deposit in the Bond Funds created pursuant to the Prior Ordinances and as may be required by bond counsel, shall be used to provide for the Refunding and applied to pay the redemption price of the Refunded Bonds on the date of issuance of the Bond, by paying such amount to the paying agent for the Refunded Bonds. Section 23. Call of the Refunded Bonds. In accordance with the redemption provisions of the Prior Ordinances, the City by the Corporate Authorities does hereby make provision for the payment of and does hereby call (subject only to the delivery of the Bond) the Refunded Bonds for redemption and payment prior to maturity on the date of issuance of the Bond. Notwithstanding the provisions of the Prior Ordinances the holder of the Prior Bonds has agreed to the redemption of the Prior Bonds on the date of issuance of the Bond at a redemption price of 100% of the principal amount of the Prior Bonds, plus accrued interest to the date of redemption. Section 24. No Continuing Disclosure Undertaking. As the Bond is being issued as a single Bond in a denomination in excess of $100,000 and was offered to a limited number of sophisticated investors, the Bond is exempt from the continuing disclosure requirements of Rule 15c 2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended. Section 25. General Tax Covenants. The City hereby covenants that it will not take any action, omit to take any action, or permit the taking or omission of any action, within its control (including, without limitation, making or permitting any use of the proceeds of the Bond) if taking, permitting, or omitting to take such action would cause the Bond to be an arbitrage 38 CH12_2665111.7 bond or a private activity bond within the meaning of the Code or would otherwise cause the interest on the Bond to be included in the gross income of the recipients thereof for federal income tax purposes. The City acknowledges that, in the event of an examination by the Internal Revenue Service of the exemption from Federal income taxation for interest paid on the Bond, under present rules, the City is treated as the "taxpayer" in such examination and agrees that it will respond in a commercially reasonable manner to any inquiries from the Internal Revenue Service in connection with such an examination. In furtherance of the foregoing provisions, but without limiting their generality, the City agrees: (a) through its officers, to make such further specific covenants, representations as shall be truthful, and assurances as may be necessary or advisable; (b) to comply with all representations, covenants, and assurances contained in the Bond or agreements as may be prepared by counsel approving the Bond; (c) to consult with such counsel and to comply with such advice as may be given; (d) to file such forms, statements, and supporting documents as may be required and in a timely manner; and (e) if deemed necessary or advisable by its officers, to employ and pay fiscal agents, financial advisors, attorneys, and other persons to assist the City in such compliance. Section 26. Registered Form. The City recognizes that Section 149 of the Code requires the Bond to be issued and to remain in fully registered form in order for the interest thereon to be and remain tax-exempt. In this connection, the City agrees that it will not take any action to permit the Bond to be issued in, or converted into,bearer or coupon form. Section 27. Pertaining to the Bond Registrar. If requested by the Bond Registrar, any officer of the City is authorized to execute a standard form of agreement between the City and the Bond Registrar with respect to the obligations and duties of the Bond Registrar under this Ordinance. In addition to the terms of such agreement and subject to modification thereby, the Bond Registrar by acceptance of duties under this Ordinance agrees (a) to act as registrar, paying 39 CH12_2665111.7 agent, authenticating agent, and transfer agent as provided herein; (b) to maintain a list of Bondholders as set forth herein and to furnish such list to the City upon request, but otherwise to keep such list confidential to the extent permitted by law; (c) to cancel and/or destroy the Bond which has been paid at maturity or submitted for exchange or transfer; (d) to furnish the City at least annually a certificate with respect to the Bond cancelled and/or destroyed; and (e) to furnish the City at least annually an audit confirmation of the Bond paid, the principal amount of the Bond outstanding and payments made with respect to interest on the Bond. The City covenants with respect to the Bond Registrar, and the Bond Registrar further covenants and agrees as follows: A. The City shall at all times retain a Bond Registrar with respect to the Bond; it will maintain at the designated office(s) of such Bond Registrar a place or places where the Bond may be presented for payment, registration, transfer, or exchange; and it will require that the Bond Registrar properly maintain the Bond Register and perform the other duties and obligations imposed upon it by this Ordinance in a manner consistent with the standards, customs, and practices of the municipal securities industry. B. The Bond Registrar shall signify its acceptance of the duties and obligations imposed upon it by this Ordinance by executing the certificate of authentication on the Bond, and by such execution the Bond Registrar shall be deemed to have certified to the City that it has all requisite power to accept and has accepted such duties and obligations not only with respect to any transfer or replacement Bond. Any Bond Registrar shall be the agent of the City and shall not be liable in connection with the performance of its duties except for its own negligence or willful wrongdoing. Any Bond Registrar shall, however,be responsible for any representation in its certificate of authentication on the Bond. 40 CH12_2665111.7 C. The City may remove the Bond Registrar at any time. In case at any time the Bond Registrar shall resign, shall be removed, shall become incapable of acting, or shall be adjudicated a bankrupt or insolvent, or if a receiver, liquidator, or conservator of the Bond Registrar or of the property thereof shall be appointed, or if any public officer shall take charge or control of the Bond Registrar or of the property or affairs thereof, the City covenants and agrees that it will thereupon appoint a successor Bond Registrar. The City shall give notice of any such appointment made by it to each registered owner of any Bond within twenty days after such appointment in the same manner. Any Bond Registrar appointed under the provisions of this Section shall be a bank, trust company, or national banking association maintaining its principal corporate trust office in Illinois and having capital and surplus and undivided profits in excess of $100,000,000. The City Clerk is hereby directed to file a certified copy of this Ordinance with the Bond Registrar. Section 28. Defeasance. Any Bond which (a) is paid and cancelled, (b) which has matured and for which sufficient sums been deposited with the Bond Registrar to pay all principal and interest due thereon, or (c) for which sufficient United States of America dollars and direct United States Treasury obligations have been deposited with the Bond Registrar or similar institution to pay, taking into account investment earnings on such obligations, all principal of and interest on the Bond when due at maturity or as called for redemption, if applicable, pursuant to an irrevocable escrow or trust agreement, shall cease to have any lien on or right to receive or be paid from the bond moneys hereunder and shall no longer have the benefits of any covenant for the registered owner of the outstanding Bond as set forth herein as such relates to lien and security of the outstanding Bond. All covenants relative to the tax- exempt status of the Bond; and payment, registration, transfer, and exchange, are expressly continued for the Bond whether an outstanding Bond or not. 41 CH12 2665111.7 Section 29. Municipal Bond Insurance. In the event the payment of principal and interest on the Bond is insured pursuant to a municipal bond insurance policy (the "Municipal Bond Insurance Policy") issued by the issuer of any municipal bond or financial guaranty insurance policy, and as long as such Municipal Bond Insurance Policy shall be in full force and effect, the City and the Bond Registrar agree to comply with such usual and reasonable provisions regarding presentment and payment of the Bond, subrogation of the rights of the holder of the Bond to said issuer when holding the Bond, amendment hereof, or other terms, as approved by the Corporate Authorities on advice of counsel, their approval to constitute full and complete acceptance by the City of such terms and provisions under authority of this section. Section 30. Superseder and Effective Date. All ordinances, resolutions, and orders, or parts thereof, in conflict herewith, are to the extent of such conflict hereby superseded; and this Ordinance shall be in full force and effect upon its passage and approval as provided by law. 42 CH12_2665111.7 ADOPTED by the Corporate Authorities on the a6 day of October, 2011, pursuant to a roll call vote as follows: GEORGE GILSON,JR. V MARTY MUNNS CARLO COLOSIMO CHRIS FUNKHOUSER LARRY KOT DIANE TEELING JACKIE MILSCHEWSKI ROSE ANN SPEARS APPROVED by me, as Mayor of the United City of Yorkville, Kendall County, Illinois, the 3 day of November, 2011. MAY R PASSED by the City Council of the United City of Yorkville, Kendall County, Illinois, the 0 day of October, 2011. Attest: CITY CLERK 43 CH 12_2665111.7 MINUTES of a regular public meeting of the City Council of the United City of Yorkville, Kendall County, Illinois, held in the City Council Chambers of the City Building, located at 800 Game Farm Road, in said City at 7:00 o'clock P.M., on the c95 day of October, 2011. The Mayor called the meeting to order and directed the City Clerk to call the roll. Upon roll call, the following answered present: Gary J. Golinski, the Mayor, and the following Aldermen at said location answered present: &L-sot-1 ,0 COLOSIMO. g1LSC+VEwsk14 K.er :PuNk+b06F-Q SfEA+es t 1 EELj&1G7 The following were absent: M U �t►t(S The Mayor announced that in order to finance the necessary improvements to the waterworks and sewerage system of the City, it would be necessary for the City to issue alternate bonds and that the City Council would consider the adoption of an ordinance authorizing the issuance of such bonds. The Mayor announced that the City Council would next consider the adoption of an ordinance entitled: AN ORDINANCE authorizing and providing for the issue of $11,150,000 General Obligation Refunding Bonds (Alternate Revenue Source), Series 2011, of the United City of Yorkville, Kendall County, Illinois, for the purpose of refunding the City's General Obligation Bonds (Alternate Revenue Source), Series 2005D and General Obligation Refunding Bonds (Alternate Revenue Source), Series 2008, prescribing all the details of said bonds, and providing for the collection and segregation of revenues sufficient to pay such bonds. CH12_2665111.7 Alderman _ST)EAPS moved that the ordinance as presented and read by title by the Clerk be adopted. Alderman NI4,-}0U5E.1_ seconded the motion. A City Council discussion of the matter followed.FitlAvxg boeecim RgbgKKSo� gave a public recital of the nature of the matter, which included statements (1) that the ordinance provides for the issuance of alternate bonds for the purpose of paying the costs of refunding all of the City's General Obligation Bonds (Alternate Revenue Source), Series 2005D and General Obligation Refunding Bonds (Alternate Revenue Source), Series 2008, (2) that the bonds are issuable without referendum pursuant to the Local Government Debt Reform Act, as amended, (3) that the ordinance provides for the bonds to be paid by certain sales taxes and other available revenues, but there is also a back-up levy of property taxes to pay the bonds, and (4) that the ordinance provides many details for the bonds, including tax-exempt status covenants, provision for terms and form of the bonds, and appropriations. After the full and complete discussion thereof, the Mayor directed that the roll be called for a vote upon the motion to adopt the ordinance as read by title. Upon the roll being called, the following Aldermen voted AYE: COLOSIMO. S'PEA12S, MILSGNEWSK.I _ GI LSOd, NAY: ABSENT: M U)4�J s ABSTAIN: 2 CH 12_2665111.7 Whereupon the Mayor declared the motion carried and the ordinance adopted, and henceforth did sign the same in open meeting and did direct the City Clerk to record the same in full in the records of the City Council of the City. Other business not pertinent to the adoption of said ordinance was duly transacted at said meeting. Upon motion duly made and seconded, the meeting was adjourned. City Clerk 3 CH12_2665111.7 STATE OF ILLINOIS ) ) SS COUNTY OF KENDALL ) CERTIFICATION OF ORDINANCE AND MINUTES I, the undersigned, do hereby certify that I am the duly qualified and acting City Clerk of the United City of Yorkville, Kendall County, Illinois (the "City"), and as such officer I am the keeper of the books, records, files, and journal of proceedings of the City and of the City Council (the "Corporate Authorities") thereof. I do further certify that the foregoing constitutes a full, true and complete transcript of the minutes of the legally convened regular meeting of the Corporate Authorities held on the 0?5 day of October, 2011, insofar as same relates to the adoption of an ordinance numbered and entitled: ORDINANCE NUMBER p9011- 5 AN ORDINANCE authorizing and providing for the issue of $11,150,000 General Obligation Refunding Bonds (Alternate Revenue Source), Series 2011, of the United City of Yorkville, Kendall County, Illinois, for the purpose of refunding the City's General Obligation Bonds (Alternate Revenue Source), Series 2005D and General Obligation Refunding Bonds (Alternate Revenue Source), Series 2008, prescribing all the details of said bonds, and providing for the collection and segregation of revenues sufficient to pay such bonds. a true, correct and complete copy of which said ordinance as adopted at said meeting appears in the foregoing transcript of the minutes of said meeting. I do further certify that the deliberations of the Corporate Authorities on the adoption of the Ordinance were taken openly; that the vote on the adoption of the Ordinance was taken openly; that the Meeting was held at a specified time and place convenient to the public; that notice of said Meeting was duly given to all newspapers, radio or television stations, and other CH 12_2665111.7 news media requesting such notice, that an agenda for said Meeting was posted at the location where said Meeting was held and at the principal office of the Corporate Authorities by at least 5:00 p.m. on Friday, October 21, 2011; a true, correct and complete copy of the agenda is attached hereto as Exhibit A; that the Meeting was called and held in strict compliance with the provisions of the Open Meetings Act of the State of Illinois, as amended, and the Illinois Municipal Code, as amended, and that the Corporate Authorities have complied with all of the provisions of said Act and said Code and with all of the procedural rules of the Corporate Authorities in the adoption of the Ordinance. IN WITNESS WHEREOF, I hereunto affix my official signature and the seal of the City this day oflt4lew er, 2011. City Clerk (SEAL) [Attach Agenda hereto as Exhibit A] 2 CH12_2665111.7 co. a United City of Yorkville 800 Game Farm Road Esc „— iess Yorkville, Illinois 60560 o Telephone: 630-553-4350 ` Fax: 630-553-7575 K.naw cox,n `� AGENDA CITY COUNCIL MEETING CITY COUNCIL CHAMBERS 7:00 p.m. Tuesday, October 25, 2011 Call to Order: Pledge of Allegiance: Roll Call by Clerk: WARD I WARD II WARD III WARD IV George Gilson, Jr. Jackie Milschewski Marty Munns Rose Ann Spears Carlo Colosimo Larry Kot Chris Funkhouser Diane Teeling Establishment of Quorum: Amendments to Agenda: Presentations: 1. Swearing-in of Patrol Officer Zackery T. Rundlett 2. Commendations for Patrol Officers Andrew Jeleniewski and Garrett Carlyle 3. Pavement Management Study Public Hearings: Citizen Comments: Consent Agenda: 1. CC 2011-117 Bills for Payment - $756,219.23 2. PW 2011-60 Rush-Copley Phase I—Final Acceptance and Letter of Credit Reduction—accept public improvements for watermain, sanitary sewer, storm sewer,paving, streetlighting, and parkway landscaping as described in the Bill of Sale for ownership and maintenance; and authorize reduction to Old Second Bank letter of credit#60101002503 in an amount not to exceed$110,609.69, subject to verification that the developer has no outstanding debt owed to the City for this project 3. ADM 2011-52 Monthly Treasurer's Report for September 2011 4. ADM 2011-54 Annual Treasurer's Report 5. ADM 2011-57 Fox Industrial TIF— Surplus and Termination a. Ordinance Authorizing Payment of Redevelopment Project Costs & Distribution of Surplus from the Special Tax Allocation Fund of the City's Fox Industrial Park Redevelopment Project Area—authorize Mayor and City Clerk to execute b. Ordinance Dissolving the Fox Industrial Park Tax Increment Redevelopment Project Area Special Tax Allocation Fund and Terminating the Designation of the Fox Industrial Park Tax Increment Redevelopment Project Area—authorize Mayor and City Clerk to execute City Council Meeting Agenda October 25, 2011 Page 2 Consent Agenda (cont'd): 6. ADM 2011-60 Resolution Regarding Access to the City Clerk's Safety Deposit Box—authorize Mayor and City Clerk to execute 7. ADM 2011-50 Ordinance Approving the Revision of the 2011-2012 Fiscal Year Budget for the United City of Yorkville Regarding the Downtown TIF Fund—authorize Mayor and City Clerk to execute Minutes for Approval: 1. CC 2011-114 Minutes of the City Council— September 13, 2011 2. CC 2011-118 Minutes of the City Council—October 11, 2011 3. CC 2011-119 Minutes of the Special City Council—October 11, 2011 Mayor's Report: Public Works Committee Report: 1. CC 2011-120 Route 71 —IDOT Letter of Understanding Economic Development Committee Report: Public Safety Committee Report: Administration Committee Report: 1. CC 2011-104 Ordinance Authorizing and Providing for the Issue of$11,150,000 General Obligation Refunding Bonds (Alternate Revenue Source), Series 2011 2. ADM 2011-56 Tax Levy Estimate Park Board: 1. CC 2011-121 Albin and Sons Agreement PIan Commission: Zoning Board of Appeals: City Council Report: City Clerk's Report: City Treasurer's Report: Community and Liaison Report: Staff Report: Executive Session: 1. For collective negotiating matters between the public body and its employees or their representatives, or deliberations concerning salary schedules for one or more classes of employees. 2. The purchase or lease of real property for use of the public body. City Council Meeting Agenda October 25, 2011 Page 3 Executive Session (cont'd): 3. For the appointment, employment, compensation, discipline, performance, or dismissal of specific employees of the public body or legal counsel for the public body, including hearing testimony on a complaint lodged against an employee of the public body or against legal counsel for the public body to determine its validity. Mayor's Report (cont'd): 1. CC 2011-122 Unpaid Discretionary Leave for a Certain Employee Additional Business: Adjournment: COMMITTEES, MEMBERS AND RESPONSIBILITIES PUBLIC WORKS: November 15, 2011 —_6: 00 p.m. —City Hall Conference Room; --------------- --- ------------------ - - ------------ ----------------------------------------------------------------- Committee Departments Liaisons Chairman: Alderman Gilson Public Works Park Board Committee: Alderman Teeling Engineering YBSD Committee: Alderman Kot Parks and Recreation Committee: Alderman Milschewski ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- .ECONOMIC DEVELOPMENT: November 1, 2011 —6:30 p.m. —City Hall Conference Room L__________________________________________________________________________________________ Committee --Departments -Liaisons ------------------------- Chairman: Alderman Munns Community Development Plan Commission Committee: Alderman Funkhouser Building Safety and Zoning Yorkville Econ. Dev. Corp. Committee: Alderman Milschewski Kendall Co. Plan Commission Committee: Alderman Teeling I------------------------------------------------------------------------------------------------------------------------------------------------------------------------ ;PUBLIC SAFETY: November_3, 2011 —6:30 p.m.— City. Hall Conference Rooml --- --- ------------------ Committee Departments Liaisons Chairman: Alderman Colosimo Police Human Resource Comm. Committee: Alderman Spears School District Committee: Alderman Kot Committee: Alderman Funkhouser ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- ;ADMINISTRATION: November 17,_2011 —7:00_p.m._—City Hall Conference Room; Committee Departments Liaisons Chairman: Alderman Spears Finance Library Committee: Alderman Gilson Administration Committee: Alderman Colosimo Committee: Alderman Munns 6 UNITED CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS $11,150,000 GENERAL OBLIGATION REFUNDING BONDS (ALTERNATE REVENUE SOURCE), SERIES 2011 CERTIFICATE OF FILING OF BOND ORDINANCE I, , ertify that I am duly elected, qualified and acting County Clerk of the County of Kendall, Illinois, and as such official I further certify that a copy certified by the City Clerk of the United City of Yorkville of an "Ordinance Providing for the Issue of $11,150,000 of General Obligation Refunding Bonds (Alternate Revenue Source), Series 2011 of the United City of Yorkville, Kendall County, Illinois, for the purpose of refunding the City's General Obligation Bonds (Alternate Revenue Source), Series 2005D and General Obligation Refunding Bonds (Alternate Revenue Source), Series 2008, prescribing all the details of said bonds, and providing for the collection and segregation of revenues sufficient to pay such bonds" adopted on October 25, 2011 was filed in my office on November _2, 2011. A certified copy of such Ordinance as so filed in my office is attached to this Certificate. IN WITNESS WHEREOF, I have signed this certificate and affixed my seal of office hereto this November E, 2011. I)Lih ounty Clerk Kendall County, Illinois (SEAL) CH12_2675238.1