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R-35-04 05/24/2004RESOLUTION k - .3U`0y RESOLUTION AUTHORIZING ACCEPTANCE OF PROPOSAL FROM BERNARDI SECURITIES, INC. FOR SERVICES RELATED TO THE ISSUANCE OF SALES TAX (LONG RUN MARKETPLACE) REVENUE BONDS, SERIES 2004 WHEREAS, the Village of Lemont desires to issue Sales Tax Revenue Bonds for the purpose of refinancing the outstanding Developer Note with Ryan Companies US, Inc. (Long Run Marketplace) with the Village of Lemont; and WHEREAS, the Village of Lemont seeks to utilize the firm of Bernardi Securities, Inc. for financial services in conjunction with the bond issue; and WHEREAS, Bernardi Securities, Inc. has presented a proposal to the Village of Lemont identifying the terms and conditions of the services to be provided. NOW, THEREFORE, BE IT RESOLVED by the President and Board of Trustees that the Engagement Letter attached hereto as Exhibit A, authorizing Bernardi Securities to structure and underwrite bonds for the purpose of refinancing the sales tax agreement with Ryan Companies US, Inc. as defined in the Annexation Agreement dated March 27, 1999 is hereby approved. PASSED AND APPROVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF LEMONT, COUNTIES OF COOK, WILL AND DU PAGE, ILLINOIS on this 24th day of May , 2004. Debby Blatzer Peter Coules Brian Reaves Steve Rosendahl Ronald Stapleton Jeanette Virgilio Attest: CHARLENE SMOLLEN, Village Clerk AYES NAYS PASSED ABSENT PIAZZA, Vi lage 'r;sident BERNARDI SECURITIES, INC. May 20, 2004 312 - 726 -7324 fax: 312-726-1431 105 West Adams, Suite 1900 • Chicago, Illinois 60603 e-mail: bemardi @bernardisecurities.com www.bernardisecurities.com Mr. Gary C. Holmes, Village Administrator Village of Lemont 418 Main Street Lemont, IL 60439 -3708 Re: Sales Tax (Long Run Marketplace) Revenue Bonds, Series 2004 Dear Gary, We are pleased to have been selected by the Village to propose a refinancing of the Village's currently outstanding Developer Note with Ryan Companies US, Inc. The refinancing will take place with the issuance of Sales Tax (Long Run Marketplace) Revenue Bonds, Series 2004 (the "2004 Bonds) ". We understand that the primary source of repayment on the 2004 Bonds will be sales tax receipts from the Long Run Marketplace development. An additional pledge of Village wide sales tax receipts is the secondary source of repayment, and is used to show 1.50 times maximum annual debt service coverage. The 2004 Bonds will not require any capitalized interest and no debt service reserve account is required. Our underwriting spread will not exceed 1.10% of the par amount of 2004 Bonds issued and will be reduced to 0.80% if the Village decides insuring the issue is a feasible option. Current market interest rates show the Village lowering its net interest rate from 7.00% on the current developer note to approximately 4.36% on the 2004 Bonds, a savings of $893,964 in sales tax revenue. However, please keep in mind that prior to the adoption of the Bond Resolution, the estimated savings will fluctuate as interest rates fluctuate. We are currently on schedule to adopt the Bond Resolution on the 2004 Bonds at the Village's June 14, 2004 Board meeting, with a closing scheduled for the end of June. Enclosed is a copy of our standard Engagement Letter, which should be passed at the Village's May 24, 2004 Board meeting. This Engagement Letter gives Bernardi Securities, Inc. the authority to begin the process of refunding the Village's developer note. If you have any questions, please do not hesitate to give Ronald P. Bernardi or me a call. Sincerely, BERNARDI SECURITIES, INC. Robert P. Vail Assistant Vice President Enclosure cc: Mayor John F. Piazza Mr. Ronald P. Bernardi Member NASD /Member SIPC May 20, 2004 Bernardi Securities, Inc. 105 West Adams Street - Suite 1900 Chicago, Illinois 60603 -6207 Gentlemen: You are hereby authorized to structure and underwrite bonds (the "Bonds ") on behalf of the Village of Lemont, Cook, DuPage and Will Counties, Illinois (the "Village ") for the purposes of reimbursing Ryan Companies US, Inc., (the "Developer ") for the costs associated with improving the "Commercial Tract" as defined in the Annexation Agreement dated March 27, 1999 and for paying costs of issuance associated with the Bonds. We understand the primary underwriting responsibilities will fall to Mr. Ronald P. Bernardi and Mr. Robert Vail of your firm. This contract will serve as your authorization to structure and underwrite the Bonds provided the aforementioned conditions are satisfied. At such time as we have approved all of the documents and proceedings related to the Bonds, you will be expected to submit a detailed purchase agreement with the final interest rates, dated date, principal maturity dates, and interest payment dates for the Bonds. All costs of issuance are to be paid from Bond proceeds. These costs include but are not limited to: underwriting fees, legal fees, rating fees, credit enhancement costs, bond printing costs, trustee fees, book -entry setup costs, CUSIP costs, and the official statement printing costs. Our underwriting spread will not exceed 1.10% of the par amount of 2004 Bonds issued and will be reduced to 0.80% if the Village decides insuring the issue is a feasible option. This authorization will extend until the first to occur of: (i) such time when, as and if the Bonds are issued or (ii) thirty (30) days written notice by either the Village or Bernardi Securities, Inc. terminating this contract. This authorizes Bernardi Securities, Inc. to prepare all necessary documents in conjunction with the Bonds unless otherwise noted. (Seal) Village of Lemont Cook County, 'Ili . Iis By Its ATTEST: BY #16,--47_.e Its ( The above proposal accepted this date of , 2004, by the action of the Village President and the Board of Trustees of the Village of Lemont, Cook Count Illinois. ACCEPTED: BERNARDI SECURITIES, INC. Ronald P. Bernardi President