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R-70-02 11/25/02RESOLUTION RESOLUTION AUTHORIZING ACCEPTANCE OF PROPOSAL FROM KANE, MC KENNA CAPITAL, INC. FOR FINANCIAL ADVISORY SERVICES RELATED TO A BOND ISSUE FOR THE STEPHEN STREET RECONSTRUCTION PROJECT WHEREAS, the Village of Lemont desires to issue a bond for the Stephen Street Reconstruction project within the Village of Lemont; and WHEREAS, the Village of Lemont seeks to utilize the firm of Kane McKenna Capital, Inc. For financial advisory services in conjunction with the bond issue; and WHEREAS, Kane McKenna Capital, 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 Proposal for Financial Advisory Services in connection with Bond Financing for the Village of Lemont, Illinois attached hereto as Exhibit A 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 25th day of November , 2002. AYES NAYS PASSED ABSENT v John Benik Debby Blatzer Peter Coules Connie Markiewicz Steve Rosendahl Jeanette Virgilio Attest: CHARLENE SMOLLEN, Village Clerk IAZZA, Villa ent ;el Kane, McKenna Capital, Inc. Honorable John Piazza Village President Village of Lemont 418 Main Street Lemont, Illinois 60439 -3708 150 North Wacker Drive Suite 1600 Chicago, Illinois 60606 October 17, 2002 r 312.444.1702 F 312.444.9052 RE: Proposal for Financial Advisory Services in connection with Bond Financing for the Village of Lemont, Illinois Dear President Piazza: Kane, McKenna Capital, Inc. ( "KM ") is pleased to present this proposal to the Village of Lemont (the "Village ") to provide financial advisory services relating to the proposed issuance of bonds. The Village desires to fund certain road and related improvements at an estimated cost of $2,000,000 in the Village's Downtown Tax Increment Finance District (the "Project "). The Village seeks to issue alternate revenue bonds using incremental property taxes as an alternate revenue source as provided in the Local Government Debt Reform Act (the "Debt Reform Act ") for the bonds (the "Bonds "). As financial advisor, KM will provide the following services to the Village as and when required. (1) Evaluation of Appropriate Financing Strategy • KM will evaluate the Village's resource base and creditworthiness including tax base, demographics, Village finances and outstanding debt. Such an analysis provides KM and the Village with an overall assessment of the Village's financial and economic well - being. This analysis aids in evaluating the Village's financial and economic strengths, with a comparison to market standards and national trends. KM performed a similar analysis when the Village issued bonds in 2000. KM will update its evaluation of the Village's financial condition with an eye toward considering obtaining a first -time credit rating for the Village. 150 North Wacker Drive Suite 1600 Chicago, Illinois 60606 Honorable John Piazza lollPage 2 October 17, 2002 T 312.444.1702 F 312.444.9052 • KM will update its analysis of the Village's historical and projected incremental property tax revenues and determine a recommended structure of the Bonds and principal maturity schedule. KM will analyze the sufficiency of this revenue source to meet 1.25 coverage requirements and annual property tax levy abatement requirements for the Bonds and for prior obligations payable from incremental property taxes, pursuant to the Debt Reform Act. • KM will confer further with the Village on the proposed security, method of sale and structuring and timing alternatives for the issuance of the Bonds. • KM will report regularly to the Village and attend any meetings as required. (2) Implementation of Funding Strategy At the direction of the Village, KM will proceed to work with the Village to implement the approved strategy. KM will perform the following key services, where appropriate: • KM will prepare a detailed terms sheet and timetable in order to coordinate the bond issuance process and the efforts of all other service providers; • KM will draft the Preliminary Official Statement, Official Statement and any other supplements, amendments, or other disclosure documents; • KM will assist in preparation of necessary ordinances, agreements, contracts, and other documents as required in conjunction with the Village and Bond Counsel; • KM will confer with the Village on current and proposed changes in state and federal laws which may impact the proposed financing, for example: debt authority, Federal tax law, and taxing authority. • KM will review projected market interest rates in light of current market conditions and advise the Village about any issues and timing considerations for the bond sale related thereto; 150 North Wacker Drive Suite 1600 Chicago, Illinois 60606 Honorable John Piazza :IIIPage 3 October 17, 2002 r 312.444.1702 F 312.444. 9052 • KM may recommend that the Village obtain a credit rating, depending on the financial analysis completed in Phase I. If a credit rating is recommended, KM will serve as liaison in communications with credit rating agencies; KM will prepare and submit all letters, documents, and other necessary information to credit rating agencies, to obtain the highest possible rating; KM will prepare a recommended outline for a rating presentation; KM will coordinate, prepare for, assist the Village in, and participate in all meetings and conference calls with credit rating agencies; • KM will serve as liaison in communications with bond insurers; KM will prepare and submit all letters, documents, and other necessary information to bond insurers; KM will coordinate and participate in all calls with bond insurers; • KM will facilitate procuring services of other service providers to minimize costs of issuance and maintain quality and efficient service. KM will review proposals and make recommendations to the Village regarding selection; • If a negotiated sale, KM will review the proposed interest rate on the Bonds in comparison to market rates and the underwriter's spread, as applicable. At the Village's option, KM will participate actively in negotiations with the underwriter to minimize the net interest cost to the Village; • If the Bonds are sold via a competitive sale, KM will conduct activities necessary to the competitive sale of securities including: preparing the Notice of Sale; providing Official Statements (including Notice of Sale and Bid Form) to KM's list of over 110 underwriters; responding to questions of underwriters; conducting pre - marketing telephone calls to prospective bidders to generate more bids on the date of sale; evaluating bids on the date of sale and advising the Village on the lowest responsible bid; • KM will conduct all activities essential to the sale of securities including, but not limited to, arranging for: the printing of the Official Statement, the registration and delivery of the Bonds; and closing the bond issue; • KM will prepare a full report to the Village Board of Trustees on the financing, including an explanation of the bond structuring, interest rates, market conditions and comparable sales; and 150 North Wacker Drive Suite 1600 Chicago, Illinois 60606 Honorable John Piazza Page 4 a October 17, 2002 T 312.444.1702 F 312.444. 9052 • KM will coordinate all activities for the timely closing of the financing. 11- Q5--0), No Fees will be charged by KM if bonds are not issued. Throughout the process, KM will report to the Village to make recommendations, provide written reports and attend meetings as appropriate. Compensation for Services For financial advisory services, KM proposes a fee of $20,000. The Bond structure assumes that the Village will issue alternate revenue bonds, which require demonstrating a 1.25 coverage requirement. This would require a feasibility report pursuant to the Debt Reform Act. KM will prepare the required report for additional compensation of $10,000. Our fee does not include the cost of printing and delivering the Preliminary and Final Official Statements, electronic dissemination of the Official Statement, electronic bidding, or bond registration. If the contents of this proposal are acceptable to you, please sign both the original and copy provided. Retain the copy for your records and return the executed original to us. Philip�R. McKenna, President Kane, Mc : nna Capital, Inc. ohn P'. za, Villag' Preside a>' ilia: of Lemont F :\Letters of Agreement\Lemont LOA - Bonds.doc Sine Philip ' . McKenna President - U Csww.r� ~ (Jonne Malinowski for Vice President /dam 7 -&2 Date Date