VILLAGE OF DOWNERS GROVE REPORT FOR THE VILLAGE COUNCIL MEETING NOVEMBER 6, 2007 AGENDA

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1 VILLAGE OF DOWNERS GROVE REPORT FOR THE VILLAGE COUNCIL MEETING NOVEMBER 6, 2007 AGENDA ITEM RES SUBJECT: TYPE: SUBMITTED BY: Professional Services Agreement Financial Advisor for potential future Infrastructure Bond Issuances Ordinance Motion Discussion Only Cara Pavlicek Village Manager SYNOPSIS A resolution has been prepared authorizing the Manager to execute a professional services agreement with Northern Trust Corporation of Chicago, Illinois for financial advisor services for potential future bond issuances related to infrastructure improvements. A waiver of the traditional one-week waiting period and approval of the resolution is requested under the Village Attorney s report in order to allow for preparation of information by November 20, FISCAL IMPACT The agreement includes a fee proposal for serving as Financial Advisor that results in the issuance of Bonds consisting of a fixed minimum fee of $12,500 per transaction plus a sliding scale fee per bond. In the event the Village would not issue bonds, the Village would pay actual costs on a per hour basis, estimated not to exceed $10,000. In addition, the agreement includes fee proposals for annual fees, with a not-to-exceed amount of $2,000 per year for the preparation of the required financial information needed to meet continuing disclosure requirements each year. The recommended FY08 General Fund provides funding for such professional services. Upon issuance of any potential bond, the funds would be provided for in the Debt Service Fund. RECOMMENDATION Approval on the November 6, 2007 agenda under the Village Attorney s report following approval to waive the traditional one-week waiting period. BACKGROUND The recommended FY08 Municipal Budget includes a new Stormwater Improvement Fund that identifies approximately $7.2 million in revenues in this fund for stormwater maintenance and capital activities. This Fund recommends $6.5 million in projects in FY08 in addition to approximately $450,000 in operating expenditures. Specific projects are identified in the Community Investment Program (CIP) for FY08. Council discussed the level of expenditures on August 14, 2007, 2007 and subsequently approved a motion on September 11, 2007, providing staff general direction as it related to preparation of the FY08 Municipal Budget. While pay-as-you-go versus pay-as-you-use financing alternatives were presented by staff as a part of the August 14, 2007, presentation, Council discussed these alternatives in substantive detail at the October 20, 2007, Budget Workshop meeting and requested more detailed review by a financial advisor prior to final consideration of the FY08 Municipal Budget. Northern Trust has provided financial advisory services for the Village on the majority of outstanding long-term debt. As such, Northern is uniquely qualified to provide the Village with a comprehensive review and recommendation regarding pay-as-you-use financial alternatives as a part of the current municipal budget review.

2 Northern Trust will be asked to provide the follow services to assist the Village in establishment of a financial plan for financing infrastructure needs: Determine, along with the Village s administration, the optimal funding alternatives for the proposed infrastructure improvements; and Evaluate debt options (e.g. general obligation bonds, revenue bonds) Evaluate term of debt options (e.g. 20-year or 30-year issuances) Evaluate the potential rating impact of entering into the proposed infrastructure improvements. In the event the Village would proceed with the issuance of Bonds, Northern Trust will be able to perform the traditional role of Financial Advisor which includes preparation of offering materials, the evaluation and designation of potential investors, coordination with Bond Counsel, assistance in the negotiation of final terms of the financing and assistance in the documentation and closing of the transaction. ATTACHMENTS Proposal from Northern Trust dated October 31,

3 V I L L A G E O F D O W N E R S G R O V E C O U N C I L A C T I O N S U M M A R Y INITIATED: Village Manager DATE: November 6, 2007 (Name) RECOMMENDATION FROM: (Board or Department) FILE REF: NATURE OF ACTION: STEPS NEEDED TO IMPLEMENT ACTION: X Ordinance Motion Other Motion to Adopt A RESOLUTION AUTHORIZING EXECUTION OF A PROFESSIONAL SERVICES AGREEMENT BETWEEN THE VILLAGE OF DOWNERS GROVE AND NORTHERN TRUST CORPORATION OF CHICAGO, as presented. SUMMARY OF ITEM: Adoption of the attached resolution shall waive the traditional one-week waiting period and authorize execution of a professional services agreement with Northern Trust Corporation of Chicago for professional financial advisor services. RECORD OF ACTION TAKEN: 1\wp8\cas.07\Fin-Advisor-NorthernTrust

4 RESOLUTION NO. A RESOLUTION AUTHORIZING EXECUTION OF A PROFESSIONAL SERVICES AGREEMENT BETWEEN THE VILLAGE OF DOWNERS GROVE AND NORTHERN TRUST CORPORATION OF CHICAGO as follows: BE IT RESOLVED by the Village Council of the Village of Downers Grove, DuPage County, Illinois, 1. That the form and substance of a certain Agreement (the Agreement ), between the Village of Downers Grove (the Village ) and Northern Trust Corporation of Chicago (the Northern ), for professional financial advisor services, as set forth in the form of the Agreement submitted to this meeting with the recommendation of the Village Manager, is hereby approved. 2. That the Village Manager and Village Clerk are hereby respectively authorized and directed for and on behalf of the Village to execute, attest, seal and deliver the Agreement, substantially in the form approved in the foregoing paragraph of this, together with such changes as the Manager shall deem necessary. 3. That the proper officials, agents and employees of the Village are hereby authorized and directed to take such further action as they may deem necessary or appropriate to perform all obligations and commitments of the Village in accordance with the provisions of the Agreement. 4. That all resolutions or parts of resolutions in conflict with the provisions of this are hereby repealed. by law. 5. That this shall be in full force and effect from and after its passage as provided Passed: Attest: Village Clerk Mayor 1\wp8\res.07\FinAdv-NorthernTrust

5 APPENDIX A: FEE PROPOSALS 1. Hourly Fees Northern s proposed fees structure for work directly related to the Projects is as follows with a maximum fee of $10,000: Hourly Fee Schedule Level Fee Senior Vice President $300.00/hour Vice President $200.00/hour 2. Bond Issue Related Fees Northern proposes a fee structure for serving as Financial Advisor that result in the issuance of Bonds consists of a fixed minimum fee of $12,500 per transaction plus a sliding scale fee per bond. This sliding scale is shown in the table below Advisory Fee per Bond Principal Amount Fee per Bond < $10,000,000 $1.00/$1,000 $10,000,000 < x < $20,000,000 $0.75/$1,000 > $20,000,000 $0.50/$1,000 Example of Fees Principal Amount Total Fees $10,000,000 $22,500 $20,000,000 $30,000 $30,000,000 $35, Continuing Disclosure Northern proposes an annual fee for the preparation of the required financial information needed to meet continuing disclosure requirements each year. The fee would be based on Northern s hourly fee (as shown in the table above), but has a notto-exceed amount of $2,000 per year.