HomeMy Public PortalAboutResolution No. 24-066 - Resolution authorizing an agreement with Bryant Miller Olive P.A. to provide Bond Counsel Services for the City's Debt Relating FinancingSponsored By: City Attorney
RESOLOUTON NO. 24-066
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF OPA-
LOCKA, FLORIDA, AUTHORIZING AN AGREEMENT WITH
BRYANT MILLER OLIVE P.A. TO PROVIDE BOND COUNSEL
SERVICES FOR THE CITY'S DEBT RELATED FINANCING;
PROVIDING FOR ADOPTION OF REPRESENTATIONS;
PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, Debt financing has been recommended by the Interim City Manager as
the most appropriate way to meet certain City of Opa-Locka ("City") financial
obligations within the next two years; and
WHEREAS, the City Attorney has recognized that debt financing will require
specialized bond counsel legal services; and
WHEREAS, the City is seeking special bond counsel to specifically review and
opine upon bond related matters in connection with: 1) refinancing of the current FY
2015 Note financing for the City's Municipal Complex; 2) a new Municipal Complex air
conditioning system; and 3) certain Ingram Park improvements; and
WHEREAS, the principal attorney for the bond counsel engagement would be
JoLinda Herring, Managing Shareholder, with the law firm Bryant Miller Olive P.A. to
provide the bond counsel services set forth in the retainer agreement attached hereto as
Exhibit "A"; and
WHEREAS, the City Commission finds that authorizing an agreement with Bryant
Miller Olive P.A. to provide bond counsel services is in the best interests of the City of
Opa-Locka and its residents.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE CITY COMMISSION OF
THE CITY OF OPA- LOCKA, FLORIDA:
SECTION 1. The recitals to the preamble herein are incorporated by reference.
S ECTION 2. The City Commission of the City of Opa-Locka, Florida hereby
authorizes the bond counsel services of Bryant Miller Olive P.A., with the principal
attorney for the bond counsel engagement being JoLinda Herring, in the retainer
agreement form attached hereto as Exhibit "A."
SECTION 3. Sections of this Resolution may be renumbered or re -lettered and
corrections of typographical errors which do not affect the intent may be authorized by
the City Manager following review by the City Attorney and without need of public
hearing, by filing a corrected copy of same with the City.
Resolution No. 24-066
SECTION 4. This Resolution shall take effect upon adoption and is subject to the
approval of the Governor or Governor's Designee.
PASSED and ADOPTED this 24th day of April, 2024.
John H. Ta or Jr., Mayor
TTEST:
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY:
nna Flores, City Clerk
6r. re,12
Bernadette Norris- eeks P.A
Moved by: Commissioner Bass
Seconded by: Vice Mayor Ervin
VOTE: 4-0
Commissioner Bass Yes
Commissioner Kelley Yes
Commissioner Williams Absent
Vice Mayor Ervin Yes
Mayor Taylor Yes
2
Bryant
Miller
Olive
January 4, 2024
Ms. Burnadette Norris -Weeks
City Attorney
City of Opa-Locka, Florida
780 Fisherman Street
Opa-Locka, Florida 33054
Re: Engagement of Bryant Miller Olive P.A.
Dear Ms. Norris -Weeks:
Attorneys at Law
Sun Trust International Center
1 S.E. 3rd Avenue
Suite 2200
Miami, EL 33131
Tel 305.374.7349
Fax 305.374.0895
vVWw.hmolav .cum
You have requested to retain Bryant Miller Olive P.A. (the "Firm") as Bond Counsel for
the City of Opa-Locka, Florida (the "City"). The purpose of this letter is to advise you of the fee
structure to be used by the Firm in its representation of the City and to describe the services the
Firm will perform as Bond Counsel to the City. This letter also discloses and discusses the
potential arising of conflicts of interest during this representation.
SCOPE OF ENGAGEMENT
In this transaction as Bond Counsel, we expect to perform the following duties:
(1) Review of proposed financing program as to legal feasibility, compliance with
applicable law and pending or proposed revisions to the law, including United States Treasury
regulations;
(2) Advice as to structuring procedures, required approvals and filings, schedule of
events for timely debt issuance, and other legal matters relative to such debt;
(3) Attend meetings with the City staff and public officials, the financial advisor, the
bank, underwriters and others as appropriate for development of the debt materials or
dissemination of information in connection therewith;
(4) Prepare resolutions and any amendments thereto in order to authorize the debt;
Atlanta Jacksonville Miami Orlando Tallahassee Tampa Washington, D.C.
Ms. Bumadette Norris -Weeks
City of Opa-Locka, Florida
January 4, 2024
Page 2
(5) Preparation of all validation pleadings, including complaint, notice of service,
proposed answer, memorandum of law, and proposed order and to conduct the validation
proceeding, if required;
(6) If sale is by competitive bid, assist in preparation of the bid comments, notice of
sale, evaluation of bids and any other documentation or action necessary to conduct a sale of
the Bonds in that manner;
(7) Review the transcripts of all proceedings in connection with the foregoing and
indicate any necessary corrective action;
(8) Prepare, obtain, deliver and file all closing papers necessary in connection with
the Bonds and serve as the City's closing agent in connection with the Bonds;
(9) Review any disclosure documents prepared and authorized by the City, but only
insofar as such documents describe the Bonds and summarize the underlying documents; and
(10) Subject to the completion of proceedings to our satisfaction, render our legal
opinion (the "Bond Opinion") regarding the validity and binding effect of the Bonds, the source
of payment and security for the Bonds, and, as applicable, the excludability of interest on the
Bonds from gross income for federal income tax purposes.
Our Bond Opinion will be addressed to the City and will be delivered by us 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. The Firm will
not be obligated to update our Bond Opinion after the date rendered due to any subsequent
changes in law or the interpretation thereof or changed circumstances that may affect the
opinion as rendered. In rendering our Bond Opinion, we will rely on the certified proceedings
and other certifications of public officials, officers of the City, the bank and other persons
furnished to us without undertaking to verify the same by independent investigation, and we
will assume continuing compliance by the City with applicable laws relating to the Bonds.
During the course of this engagement, we rely on the City to provide us with complete and
timely information on all developments pertaining to any aspect of the financing, the Bonds and
the security for the Bonds. Among other things, we will require the City to execute a certificate
of fact relating to the use of the proceeds of the Bonds.
LIMITATIONS ON SCOPE OF ENGAGEMENT
Our duties as Bond Counsel and Disclosure Counsel are limited to those expressly set
forth above. Among other things, our scope of services as Bond Counsel and Disclosure
Ms. Burnadette Norris -Weeks
City of Opa-Locka, Florida
January 4, 2024
Page 3
Counsel in connection with the issuance of the Bonds does not include, unless separately
specifically engaged:
(a) Assisting in the preparation or review of an official statement, if any, 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 advice 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.
(b) Preparing blue sky or investment surveys with respect to the Bonds.
(c) Drafting state constitutional or legislative amendments.
(d) Pursuing test cases or other litigation (such as contested validation proceedings),
except as set forth above.
(e) Making an investigation or expressing any view as to the creditworthiness of
City, any credit enhancement provider, any liquidity provider or the Bonds.
(f) Assisting in the preparation of, or opining on, a continuing disclosure
undertaking pertaining to the Bonds or, after the Bond is delivered to the purchaser thereof in
exchange for the purchase price, providing advice concerning any actions necessary to assure
compliance with any continuing disclosure undertaking.
(g)
Representing the City in post -closing regulatory investigation or matters.
(h) After Closing, providing continuing advice to the City, the bank or any other
party concerning any matter whatsoever.
(i)
Providing any advice or opinions on bankruptcy matters.
(j) Review of post -closing investment contracts or provide legal services in
connection with interest rate swaps or other financial product agreements.
(k) Provide business, financial or accounting advice.
(1) Conducting environmental due diligence or providing services with respect to
the acquisition, construction or permitting of the Project.
Ms. Burnadette Norris -Weeks
City of Opa-Locka, Florida
January 4, 2024
Page 4
(m) Addressing any other matter not specifically set forth above that is not required
to render our Bond Counsel Opinion.
ATTORNEY -CLIENT RELATIONSHIP
As Bond Counsel, the City will be our client and an attorney -client relationship will exist
between the City and the Firm. Our understanding is that the City Attorney will represent the
City on certain matters. We assume that with each transaction other parties to the transaction
will retain such counsel as they deem necessary and appropriate to represent the respective
interests of such parties. In performing our legal services as Bond Counsel to the City, we will
represent the interests of the City exclusively. We will not be representing any other party and
will not be acting as an intermediary among the parties. Should the City desire to terminate its
relationship with the Firm as Bond Counsel, it may do so by providing written notice to the
Firm, which termination shall not be less than thirty (30) days after the date of the written
notice.
CONFLICTS
The Firm has disclosed to the City that it currently and may in the future, serve as bond
counsel, disclosure counsel, special counsel, or general counsel to other local governments and
as special counsel to underwriters, banks, trustees and other parties that may from time to time
transact business with the City in unrelated public finance matters. Such representations are
standard and customary within the industry and the Firm can effectively represent the City and
the discharge of the Firm's professional responsibilities to the City will not be prejudiced as a
result, either because such engagements will be sufficiently different or because the potential for
such prejudice is remote and minor and outweighed by consideration that it is unlikely that
advice given to the other client will be relevant in any respect to the subject matter. The City
acknowledges and agrees that the Firm's role as bond counsel, disclosure counsel, or special
counsel to any local governmental entity or to any financial institution in conjunction with
unrelated public finance transactions is not likely to create or cause any actual conflict, and
service as disclosure, bond, or special counsel to other Firm clients will not per se be construed
as a conflict or be objectionable to the City. Accordingly, the City expressly consents to such
representation by the Firm consistent with the circumstances described above and waives any
conflict of interest with respect thereto. The foregoing consent and waiver shall not apply and
the Firm agrees not to undertake any representation in a controversy or litigation between City
and any other client of the Firm, unless otherwise consented to in writing by the City.
Ms. Burnadette Norris -Weeks
City of Opa-Locka, Florida
January 4, 2024
Page 5
FEES AND PAYMENT OF COSTS AND EXPENSES
The City will be responsible for payment of our flat fee of $24,500. Based upon: (i) our
current understanding of the terms, structure, size and schedule of the financing represented by
the Bonds; (ii) the duties we will undertake pursuant to this engagement letter; (iii) the time we
anticipate devoting to the financing in connection therewith; and (iv) the responsibilities we will
assume. Our fee may vary: (a) if the principal amount of Bonds actually issued differs
significantly from the amount stated above; (b) if material changes in the structure or schedule
of the financing occur; or (c) if unusual or unforeseen circumstances arise which require a
significant increase in our time or responsibility. If, at any time, we believe that circumstances
require an adjustment of our original fee estimate, we will advise you.
In addition to our proposed fees, we will be reimbursed for all client charges made or
incurred in connection with the Bond issue. Such costs generally include travel costs,
photocopying, document printing, deliveries, long distance telephone and conference call
charges, telecopier charges, filing fees, computer -assisted research, transcript preparation and
other expenses. Our fee is usually paid at the Closing, and we customarily do not submit any
statement until the Closing unless there is a substantial delay in completing the financing.
Detailed supporting documentation is available upon request for statement billings.
If the financing is not consummated, we understand and agree that we will not be paid
our proposed fee; however, we expect that all out-of-pocket expenses are subject to
reimbursement.
This letter is being sent to you electronically (.pdf file). If the foregoing is acceptable,
please sign and email a copy to me at jherring@bmolaw.com. We look forward to working with
you on successful financing transactions.
BRYANT MILLER OLIVE P.A.
By:
U
c.
JoLinda Herring
Managing Shareholder
Ms. Burnadette Norris -Weeks
City of Opa-Locka, Florida
January 4, 2024
Page 6
Accepted and Approved:
CITY OF OPA-LOCKA, FLORIDA
By:
Name:
Title:
Date: