Loading...
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: