R-43-00 04/10/2000RESOLUTION 4 1)6)
RESOLUTION AUTHORIZING ACCEPTANCE OF PROPOSAL
FROM CHAPMAN & CUTLER FOR BOND COUNSEL SERVICES
RELATED TO BOND ISSUES FOR 2000 ROAD IMPROVEMENT PROGRAM
WHEREAS, the Village of Lemont desires to issue bonds to fund road improvement
projects within the Village of Lemont; and
WHEREAS, the Village of Lemont seeks to utilize the firm of Chapman & Cutler for bond
counsel services in conjunction with two bond issues; and
WHEREAS, Chapman & Cutler has presented an engagement letter 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 from Chapman & Cutler 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 10th day of April , 2000.
John Benik
Debby Blatzer
Keith Latz
Connie Markiewicz
Rick Rimbo
Mary Studebaker
AYES NAYS PASSED ABSENT
V
CH • ; _ ENE SMOLLEN, Village Clerk
Approved by me this 10th day of A s ril , 000.
Attest:
CHARLENE SMOLLEN, Village Clerk
Approved
orm:
Village Attorneyc�_ y� —CO
Date: ct�`
CH • ' 1 . KWAS ESKI, Village President
Theodore S. Chapman
1877 -1943
Henry E. Cutler
18794959
Law Offices of
CHAPMAN AND CUTLER
111 West Monroe Street, Chicago, Illinois 60603 -4080
TWX 910- 221 -2103 Telex 206281
FAX (312) 701 -2361
Telephone (312) 845 -3000
March 23, 2000
VIA UPS OVERNIGHT
Ms. Jean Nona
Village Treasurer
Village of Lemont
418 Main Street
Lemont, Illinois 60439 -3708
Re: Village of Lemont, Cook, Will and DuPage Counties, Illinois
$1,200,000 General Obligation Bonds
(Alternate Revenue Source), Series 2000A; and
$3,000,000 General Obligation Bonds
(Alternate Revenue Source), Series 2000B
Dear Ms. Nona:
2 North Central Avenue
Phoenix, Arizona 85004
(602) 2564060
50 South Main Street
Salt Lake City, Utah 84144
(801) 533 -0066
We are pleased to provide an engagement letter for our services as bond counsel for the
bonds in reference (the "Bonds "). We understand that the Village expects to issue the Bonds for
the purpose of financing street improvements in the Downtown Redevelopment Project Area of
the Village and throughout the Village, and that we are to be retained for the purpose of
rendering our customary approving legal opinion.
A. DESCRIPTION OF SERVICES
As Bond Counsel, we will work with the Village and any parties who may become
participants in the Bond issue (the "Participants ") including: designated Village officers and
employees, general counsel for the Village, underwriters or bond purchasers and their designated
counsel, financial advisors, and trustee or bond registrar and its designated counsel, to perform
each of the following as necessary:
1. Review relevant Illinois law, including pending legislation and other recent
developments, relating to the issuance of the Bonds.
2. Obtain detailed information about the Bond transaction and review the proposed
nature of public and private ownership of the facilities or purposes to be financed (the "Project ")
and the anticipated operation and use of Project. Consider the issues arising under the Internal
1046384.01.03
2069300/EPB/3/23/00
Ms. Jean Nona
March 23, 2000
Page 2
Law Offices of
CHAPMAN AND CUTLER
Revenue Code of 1986, and applicable tax regulations, relating to the issuance of the Bonds on a
tax- exempt basis in view of the proposed use of the Project and payment of the Bonds.
3. Review the proposed timetable and consult with the Participants as to issuance of
the Bonds in accordance with the timetable.
4. • Prepare or review major Bond documents, including tax compliance certificates,
review the bond purchase agreement, if applicable, and draft descriptions of the documents
which we have drafted as necessary. We understand that the Bonds will be sold at competitive
sale and that you will be assisted in the preparation of sale documents and in the process of the
sale itself by Kane, McKenna Capital, Inc.
As Bond Counsel, upon request, we will assist the Village in reviewing (only) those
sections of the official statement or any other disclosure document to be disseminated in
connection with the sale of the Bonds involving the description of the Bonds, the security for the
Bonds, and matters pertaining to tax exemption.
5. Prepare or review all pertinent proceedings to be considered by the President and
Board of Trustees of the Village; confirm the necessary quorum, meeting and notice
requirements, and draft pertinent excerpts of minutes of the meetings relating to the financing;
and supervise the filing of all necessary state and federal reporting or notice requirements for the
Bonds.
6. Attend or host such drafting sessions and other conferences as may be necessary,
including a preclosing, if needed, and closing; and prepare and coordinate the distribution and
execution of closing documents and certificates, opinions and document transcripts.
7. Render our customary approving legal opinion regarding the validity of the Bonds,
the source of payment for the Bonds, and the federal income tax treatment of interest on the
Bonds, which opinion (the "Bond Opinion") will be delivered in written form on the date the
Bonds are exchanged for their purchase price (the "Closing"). The Bond Opinion will be based
on facts and law existing as of its date. In rendering the Bond Opinion, we will rely upon the
certified proceedings and other certifications of Village officials and other persons furnished to
us; we are not engaged and will not provide services intended to verify the truth or accuracy of
these proceedings or certifications. During the course of this engagement, we will further assume
and rely on you to provide us with complete and timely information on all developments
pertaining to any aspect of the Bonds and their security. We understand that you and other
officers and employees of and consultants to the Village will cooperate with us in this regard.
Ms. Jean Nona
March 23, 2000
Page 3
Law Offices of
CHAPMAN AND CUTLER
B. LIMITATIONS; SERVICES WE DO NOT PROVIDE
Our duties as Bond Counsel are limited as stated above. Among other things, our duties
do not include:
1. Giving any advice, opinion or representation as to the financial feasibility or the
fiscal prudence of issuing the Bonds or any other aspect of the Bond transaction, such as the
investment of Bond proceeds, or the making of any investigation of or the expression of any
view as to the creditworthiness of the Village or of the Bonds.
2. Except as described in Paragraph (A)(4) above, assisting in the preparation or
review of an official statement or any other disclosure document with respect to the Bonds or
performing an independent investigation to determine the accuracy, completeness or sufficiency
of any such document or rendering any advice, view or comfort that the official statement or
other disclosure document does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements contained therein, in light of the
circumstances under which they were made, not misleading.
3. Preparing any of the following — requests for tax rulings from the Internal Revenue
Service, blue sky or investment surveys with respect to the Bonds, state legislative amendments,
or pursuing test cases or other litigation.
4. Opining on securities laws compliance or as to the continuing disclosure
undertaking pertaining to the Bonds; and, after the execution and delivery of the Bonds,
providing advice as to any Securities and Exchange Commission investigations or concerning
any actions necessary to assure compliance with any continuing disclosure undertaking.
5. After Closing, providing continuing advice to the Village or any other party
concerning any actions necessary to assure that interest paid on the Bonds will continue to be
tax- exempt; e.g., we will not undertake rebate calculations for the Bonds without a separate
engagement for that purpose, and we are not retained to respond to Internal Revenue Service
audits.
6. Any other matter not specifically set forth above that is not required to render the
Bond Opinion.
C. ATTORNEY - CLIENT RELATIONSHIP
Upon execution of this engagement letter, the Village will be our client, and an attorney -
client relationship will exist between us. However, our services as Bond Counsel are limited as
set forth in this engagement letter, and the Village's execution of this engagement letter will
Ms. Jean Nona
March 23, 2000
Page 4
Caw Offices of
CHAPMAN AND CUTLER
constitute an acknowledgment of those limitations. We will not act as an intermediary among the
Participants.
This engagement letter will also serve to give express written notice to the Village that
(a) from time to time we represent in a variety of capacities and consult with most underwriters,
investment bankers, financial advisors and other persons active in the Illinois public finance
market on a wide range of issues and (b) prior to your execution of this engagement letter we
may have consulted with a number of such firms regarding the Bonds. Neither our
representation of the Village nor such additional relationships or prior consultations will affect,
however, our responsibility to render an objective Bond Opinion.
We assume that the Village will have its general counsel available as needed to provide
advocacy in the Bond transaction and that other Participants will retain such counsel as they
deem necessary and appropriate to represent their interests. Our representation of the Village and
the attorney - client relationship created by this engagement letter will be concluded upon the
issuance of the Bonds. Nevertheless, subsequent to the Closing, we will prepare and provide a
transcript of the proceedings pertaining to the Bonds and, at your direction or request, make
certain that a Federal Information Reporting Form 8038 -G is filed.
D. FEES
As is customary, we will bill our fees as Bond Counsel on a transactional basis instead of
hourly. Disbursements and other non- fee charges are billed separately and in addition to our fees
for professional services. Factors which affect our billing include: (a) our estimate of the risk
involved in our writing our normal "unqualified" approving Bond Opinion (risk is related to the
size, complexity and tax questions in the transaction); (b) an estimate of the time necessary to do
the work; (c) the complexity of the issue (number of parties, timetable, type of financing and so
forth); (d) recognition of the partially contingent nature of our fee, since it is customarily the case
that if no financing is ever completed, we render a greatly reduced statement of charges; and (e)
a recognition that we carry the time for services rendered on our books until a financing is
completed, rather than billing monthly or quarterly.
Based upon our current understanding of the terms, structure, size and schedule of the
proposed financing, the duties we will undertake pursuant to this engagement Ietter, the time we
estimate will be necessary to effectuate the transaction and the responsibilities we will assume,
we expect that our fee will be $29,500, plus the disbursements and non -fee charges noted above.
If, at any time, we believe that circumstances require an adjustment of our original fee
estimate, we will consult with you and prepare an amendment to this engagement letter. Our
statement of charges is customarily rendered and paid at Closing, or in some instances upon or
shortly after delivery of the bond transcripts; we generally do not submit any statement for fees
prior to the Closing, except in instances where there is a substantial delay from the expected
timetable. In such instances, we reserve the right to present an interim statement of charges. If,
Ms. Jean Nona
March 23, 2000
Page 5
Law Offices of
CHAPMAN AND CUTLER
for any reason, the Bonds are not issued or are issued without the rendition of our Bond Opinion
as bond counsel, or our services are otherwise terminated, we expect to negotiate with you a
mutually agreeable compensation.
The undersigned will be the attorney primarily responsible for the firm's services on this
Bond issue, with assistance as needed from other members of our bond and tax departments.
E. RECORDS
After Closing, we will prepare and send to you what we have assembled as the bond
transcript. In addition, at your request, to be made at or prior to Closing, any other papers and
property provided by the Village will be promptly returned to you upon receipt of payment for
our outstanding fees and client disbursements. All other materials shall thereupon constitute our
own files and property, and these materials, including lawyer work product pertaining to the
transaction, will be retained or discarded by us at our sole discretion.
If the foregoing terms are acceptable to you, please so indicate by returning the enclosed
copy of this engagement letter dated and signed by an authorized officer, retaining the original
for your files. We will provide copies of this letter to certain of the Participants to provide them
with an understanding of our role. We look forward to working with you again.
Very truly yours,
CHAPMAN AND CUTLER
By
Accepted and Approved:
VILLAGE OF MONT,
COOK, W DUPAGE COUNTIES, ILLINOIS
By:
Title: Village Prp, i dpnt
Date: 4/10 , 2000
cc: Mr. John Antonopoulos
Mr. Philip R. McKenna
Erin P. Bartholomy