HomeMy Public PortalAbout13-8720 Engagement Bond for Counsel Service with Greenspoon Mader Sponsored by: City Manager
RESOLUTION NO. 13-8720
A RESOLUTION OF THE CITY OF OPA-LOCKA,FLORIDA APPROVING
AN ENGAGEMENT LETTER FOR BOND COUNSEL SERVICES WITH
GREENSPOON MARDER,P.A.;AND PROVIDING AN EFFECTIVE DATE.
WHEREAS,the City of Opa-Locka,Florida(the"City")is considering the issuance of tax-exempt
revenue bonds(the"Series 2013 Bonds")to finance the acquisition of a site in the City and the acquisition,
construction,installation and equipping of an administration building and related facilities on such site;and
WHEREAS,Greenspoon Marder, P.A. has submitted to the City an engagement letter pursuant to
which it will provide bond counsel services to the City in connection with the Series 2013 Bonds (the
"Engagement Letter"); and
WHEREAS, the now City desires to approve the Engagement Letter.
NOW,THEREFORE,BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF
OPA-LOCKA, FLORIDA that:
SECTION 1. The Engagement Letter attached hereto as Exhibit A is hereby approved
with fixed Bond Counsel fees payable in the amount of$40,000.00,payable from legally available
funds of the city and/or proceeds of the bond.The City Manager and Finance Director of the City are
each authorized to execute the acknowledgment of the City set forth within such Engagement Letter.
SECTION 2. This resolution shall be effective immediately upon adoption.
PASSED AND ADOPTED this 26th day of November, 2013.
JOSE L. E Y
VICE M.' YOR
Attest to:
Joanna Flores
City Clerk
Approved as to form and legal sufficiency:
•
1Joseph S. Geer
GR ENSPOON MARDER P.A.
City Attorney
9662390.1
Resolution No. 13-8720
Moved by: COMMISSIONER HOLMES
Seconded by: COMMISSIONER JOHNSON
Commission Vote: 3-0
Commissioner Holmes: YES
Commissioner Johnson: YES
Commissioner Santiago: NOT PRESENT
Vice-Mayor Kelley: YES
Mayor Taylor: NOT PRESENT
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City of Opa-Locka
Agenda Cover Memo
Commission Meeting Item Type: Resolution Ordinance Other
Date: Nov. 26th, 2013 X
(EnterXin box)
Fiscal Impact: Ordinance Reading: 1st Reading 2nd Reading
(Enter X in box) Yes No (EnterXin box)
X Public Hearing: Yes No Yes No
(EnterXin box) X
Funding Source: (Enter Fund&Dept) Advertising Requirement: Yes No
(Enter Acct No.) N/A (EnterXin box) X
ITEM BUDGETED:
YES
NO
Contract/P.O.Required: Yes No RFP/RFQ/Bid#:
(EnterXin box) X N/A
Strategic Plan Related Yes No Strategic Plan Priority Area: Strategic Plan Obj./Strategy: (list the
(EnterXin box) X specific objective/strategy this item will address)
Enhance Organizational p
Bus.&Economic Dev p
Public Safety p N/A
Quality of Education 0
Qual.of Life&City Image •
Communcation 0
Sponsor Name City Manager Department: Finance
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Short Title: I
A Resolution of the City Commission to approve an Engagement Letter for Bond Counsel
Services with Greenspoon Marder, P.A. and authorize the City Manager and Finance Director to
execute the Engagement Letter in connection with Series 2013 Bonds.
Staff Summary:
The City of Opa-locka desires to issue Series 2013 Bonds to finance the acquisition of
properties in the City for construction, installation and equipping of a new administration building
and related facilities on the site.
Greenspoon Marder, P.A. has submitted to the City an Engagement Letter to provide Bond
Counsel Services to the City in connection with Series 2013 Bonds for financing the facilities.
Greenspoon Marder, P.A., in their capacity as bond counsel, will primarily be responsible for
rendering an objective legal opinion with respect to the authorization and issuance of the Bonds.
As bond counsel, they will examine applicable law, prepare the appropriate resolutions and
other documents authorizing and securing the Bonds and other necessary documents, including
closing documents and certificates, consult with the parties to the transaction prior to the
issuance of the bonds, review certified proceedings, and undertake such additional duties as
deem necessary to render the opinion.
Assuming completion of the proceedings to their satisfaction, they will render an opinion, subject
to customary assumptions and limitations, that:
(i) The City resolution relating to the issuance of the Bonds has been duly adopted by
the City and creates a valid pledge of the City's Public Service Tax and Communication
Services Tax revenues and constitutes a valid and binding obligation of the City enforceable
against the City in accordance with its terms;
(ii) The issuance and sale of the Bonds has been authorized by the City and upon
proper execution and authentication, the bonds constitute valid and binding obligations of the
City payable in accordance with the terms of the related resolution;
(iii) The interest paid on the Bonds will be excluded from gross income for federal
income tax purposes and is not an item of tax preference for purposes of the federal alternative
minimum tax imposed upon individuals and corporations.
2
Greenspoon Marder's opinion as bond counsel will be executed and delivered on the date the
Bonds are exchanged for their purchase price and will be based on facts and laws existing as of
its date. Upon delivery of such opinion, their responsibilities as bond counsel will be concluded
with respect to the Bonds.
Specifically, but without limitation, Greenspoon Marder, P.A. will not undertake (unless
separately engaged) to provide continuing advice to the City or any other party concerning any
actions necessary to assure that interest paid on the Bonds will continue to be excluded from
gross income for federal income tax purposes.
In rendering their opinion as bond counsel, Greenspoon Marder, P.A. will rely upon the certified
proceedings and other certifications of public officials and other persons furnished to them
without undertaking to verify the same by independent investigations. Greenspoon Marder, P.A.
will not review the financial condition of the City, the feasibility of any project to be financed by
proceeds of the Bonds, or the adequacy of the security provided to owners thereof and will
express no opinion relating thereto.
In performing services as bond counsel, their clients will be the City and they will represent its
interests. Greenspoon Marder, P.A. will assume that other parties to the transaction will retain
such counsel as they deem necessary and appropriate to represent their interests in any
transaction. Greenspoon Marder, P.A.'s representation of the City does not alter their
responsibility to render an objective opinion as bond counsel.
Proposed Action:
Staff recommends approval.
Attachment:
Engagement Resolution and Letter.
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Memorandum
TO: Myra L. Taylor, Mayor
Joseph L. Kelley, Vice Mayor
Timothy Holmes, Commissio er
Dorothy Johnson, Commissi ner7
Luis B. Santiago, Commissio r
FROM: Kelvin L. Baker, Sr., City Mana
DATE: November 26, 2013
RE: A Resolution of the City Commission to approve an Engagement
Letter for Bond Counsel Services with Greenspoon Marder, P.A. and
authorize the City Manager and Finance Director to execute the
Engagement Letter, in connection with Series 2013 Bonds.
Request:
A Resolution of the City of Opa-locka approving an Engagement Letter for Bond
Counsel Services with Greenspoon Marder, P.A. ; and providing an effective date.
Description:
The City of Opa-locka desires to issue Series 2013 Bonds to finance the acquisition of
properties in the City for construction, installation and equipping of a new administration
building and related facilities on the site.
Greenspoon Marder, P.A. has submitted to the City an Engagement Letter to provide
bond counsel services to the City in connection with Series 2013 Bonds for financing
the facilities.
Greenpoon Marder, P.A., in their capacity as bond counsel, will primarily be responsible
for rendering an objective legal opinion with respect to the authorization and issuance
of the Bonds.
Business Improvement District 6-13-13 1
As bond counsel, they will examine applicable law, prepare the appropriate resolutions
and other documents authorizing and securing the Bonds and
other necessary documents, including closing documents and certificates, consult with
the parties to the transaction prior to the issuance of the bonds, review certified
proceedings, and undertake such additional duties as we deem necessary to render the
opinion.
Assuming completion of the proceedings to their satisfaction, they will render an
opinion, subject to customary assumptions and limitations, that:
(i) The City resolution relating to the issuance of the Bonds has been duly
adopted by the City and creates a valid pledge of the City's Public Service Tax and
Communication Services Tax revenues and constitutes a valid and binding obligation of
the City enforceable against the City in accordance with its terms;
(ii) The issuance and sale of the Bonds has been authorized by the City and
upon proper execution and authentication, the bonds constitute valid and binding
obligations of the City payable in accordance with the terms of the related resolution;
(iii) The interest paid on the Bonds will be excluded from gross income for
federal income tax purposes and is not an item of tax preference for purposes of the
federal alternative minimum tax imposed upon individuals and corporations.
Greenspoon Marder's opinion as bond counsel will be executed and delivered on the
date the Bonds are exchanged for their purchase price and will be based on facts and
laws existing as of its date. Upon delivery of such opinion, their responsibilities as bond
counsel will be concluded with respect to the Bonds.
Specifically, but without limitation, Greenspoon Marder, P.A will not undertake (unless
separately engaged) to provide continuing advice to the City or any other party
concerning any actions necessary to assure that interest paid on the Bonds will
continue to be excluded from gross income for federal income tax purposes
In rendering their opinions as bond counsel, Greenspoon Marder, P.A. will rely upon
the certified proceedings and other certifications of public officials and other persons
furnished to them without undertaking to verify the same by independent investigation.
Greenspoon Marder, P.A. will not review the financial condition of the City, the
feasibility of any project to be financed by proceeds of the Bonds, or the adequacy of
the security provided to owners thereof and will express no opinion relating thereto.
Business Improvement District 6-13-13 2
In performing services as bond counsel, their clients will be the City and they will
represent its interests. Greenspoon Marder, P.A. will assume that other parties to the
transaction will retain such counsel as they deem necessary and appropriate to
represent their interests in any transaction. Greenspoon Marder, P.A.'s representation
of the City does not alter their responsibility to render an objective opinion as bond
counsel.
Financial Impact:
This amount comes from account no.44-541821
Implementation Time Line:
Immediately
Legislative History:
None
Staff Recommendation:
Staff recommends approval
Attachment(s)
Draft Engagement Letter Resolution
Prepared By: Susan Gooding-Liburd, Finance Director
Elbert L. Waters, J.D
Business Improvement District 6-13-13 3
From the desk of:
Denise J. Ganz, Esq.
re Gensp Mdr4er One Boca Place, Suite 4 14-E
2255 Glades Road
pQQ R ry E Y S Boca Raton, Florida 33431
Phone: 561.994.2212
888.491.1 120 Fax: 561.997.8494
www.gmlaw.com Direct Phone: 954.527.2410
Direct Fax: 954.333.4010
Email: denise.ganz @gmlaw.com
November 22, 2013
VIA E-MAIL
Kelvin Baker, City Manager
City of Opa-locka, Florida
3400 NW 135th Street
Building B
Opa-locka, FL 32907
Re: City of Opa-Locka, Florida Revenue Bonds, Series 2013(the"Bonds")
Dear Mr. Baker:
This will confirm the acknowledgement by the City of Opa-Locka, Florida (the "City")
of the retention of this firm to serve as bond counsel in connection with the proposed issuance of
the above referenced Bonds. Assuming the Bonds are issued and purchased by a single
institutional purchaser in a negotiated private placement, we would charge a fixed bond counsel
fee of$40,000, payable from legally available funds of the City and/or proceeds of the Bonds.
We would expect that the bond counsel fees will be paid at the time of the successful closing and
delivery of the Bonds. Notwithstanding the foregoing, if the Bonds are not issued for any reason
on or before December 31, 2013, we would expect to receive payment of the fees actually
incurred in connection with the Bonds by this firm and our special tax counsel, McCarter and
English, P.A. These fees are in addition to our actual out of pocket expenses incurred in
rendering bond counsel services to the City in connection with the Bonds, which we would not
expect to exceed $750.
In our capacity as bond counsel, our primary responsibility will be to render an objective
legal opinion with respect to the authorization and issuance of the Bonds. As bond counsel, we
will examine applicable law, prepare the appropriate resolutions and other documents
authorizing and securing the Bonds and other necessary documents, including closing documents
and certificates, consult with the parties to the transaction prior to the issuance of the bonds,
review certified proceedings, and undertake such additional duties as we deem necessary to
render the opinion.
Miami I Ft. Lauderdale I Orlando I W.Palm Beach I Boca Raton I Stuart I Port St.Lucie I Naples I Aventura
City of Opa-Locka, Florida
November 22, 2013
Page 2
Assuming completion of the proceedings to our satisfaction, we will render our opinion,
subject to customary assumptions and limitations, that:
(i) The City resolution relating to the issuance of the Bonds has been
duly adopted by the City and creates a valid pledge of the City's Public Service
Tax and Communication Services Tax revenues and constitutes a valid and
binding obligation of the City enforceable against the City in accordance with its
terms;
(ii) The issuance and sale of the Bonds has been authorized by the City
and upon proper execution and authentication, the bonds constitute valid and
binding obligations of the City payable in accordance with the terms of the related
resolution;
(iii) The interest paid on the Bonds will be excluded from gross income
for federal income tax purposes and is not an item of tax preference for purposes
of the federal alternative minimum tax imposed upon individuals and
corporations.
Our opinion as bond counsel will be executed and delivered on the date the Bonds are
exchanged for their purchase price and will be based on facts and laws existing as of its date.
Upon delivery of such opinion, our responsibilities as bond counsel will be concluded with
respect to the Bonds. Specifically, but without limitation, we do not undertake (unless separately
engaged) to provide continuing advice to the City, the City or any other party concerning any
actions necessary to assure that interest paid on the Bonds will continue to be excluded from
gross income for federal income tax purposes
In rendering our opinions as bond counsel we will rely upon the certified proceedings and
other certifications of public officials and other persons furnished to us without undertaking to
verify the same by independent investigation. We do not review the financial condition of the
City, the feasibility of any project to be financed by proceeds of the Bonds, or the adequacy of
the security provided to owners thereof and will express no opinion relating thereto.
In performing services as bond counsel, our clients will be the City and we will represent
its interests. We assume that other parties to the transaction will retain such counsel as they
deem necessary and appropriate to represent their interests in any transaction. Our representation
of the City does not alter our responsibility to render an objective opinion as bond counsel.
Please acknowledge the foregoing in the space provided below for that purpose. We
appreciate the opportunity to be of assistance to the City.
Very truly yours,
Denise J. Ganz
City of Opa-Locka, Florida
November 22, 2013
Page 3
ACKNOWLEDGED:
CITY OF OPA-LOCKA, FLORIDA
By:
Name:
Title:
Date:
30534.0002 11695955_1