HomeMy Public PortalAbout15-8971 Approving an Engagement Letter for Bond Counsel Services w/ Greenspoon MaderSponsored by: City Manager
RESOLUTION NO. 15 -8971
A RESOLUTION OF THE CITY OF OPA- LOCKA, FLORIDA APPROVING
AN ENGAGEMENT LETTER FOR BOND COUNSEL SERVICES WITH
GREENSPOON MARDER, P.A.; PROVIDING FOR INCORPORATION OF
RECITALS; PROVIDING FOR AN EFFECTIVE DATE
WHEREAS, the City of Opa- Locka, Florida (the "City ") is considering the issuance of its capital
improvement notes (the "2015 Notes ") to finance the acquisition, renovation and equipping of an office
building in the City to be used, in part, as an administration building and in part, for office space rented to
third parties; 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 2015 Notes (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.
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 13th day of April, 2015.
A(YRA4AYLOR
MAYOR
to:
Flores
Resolution No. 15 -8971
Moved by:
Seconded by:
Commission Vote:
Commissioner Kelley:
Commissioner Pinder:
Commissioner Santiago:
Vice Mayor Holmes:
Mayor Taylor:
Approved as to form and legal sufficiency:
Vincent T. Brown, Esq.
The Brown Law Group, LLC
City Attorney
VICE MAYOR HOLMES
COMMISSIONER PINDER
4 -0
NOT PRESENT
YES
YES
YES
YES
2
Greenspoon HarderLAW
888 - 491 -1120
www.gmiaw.com
April 8, 2015
VIA E -MAIL
Kelvin Baker, City Manager
City of Opa- Locka, Florida
3400 NW 135th Street
Building B
Opa- Locka, FL 32907
One Boca Place, Suite 414 -E
2255 Glades Road
Boca Raton, Florida 33431
Phone: 561.994.2212
Fax: 561.997.8494
Re: City of Opa- Locka, Florida Tax - Exempt Capital Improvement Revenue and
Refunding Note, Series 2015A (the "Series 2015A Note ") and Taxable Capital
Improvement Revenue Note, Series 2015B (the "Series 2015B Note" and collectively
with the Series 2015A Note, the "Notes ")
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 Notes. Assuming the Notes 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 Notes.
We would expect that the bond counsel fees will be paid at the time of the successful closing and
deliveryof the Notes. 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 Notes, which we would not
expect to exceed $750.
Notwithstanding the foregoing, if the Notes are not issued for any reason on or before
June 15, 2015, we would expect to receive payment of the fees actually incurredin connection
with the Notes by this firm and our special tax counsel, McCarter and English, P.A., together
with payment of all amounts previously billed to the City by this firm and remaining unpaid in
connection with fees and costs incurred by this firm as bond counsel for the City's Capital
Improvement Revenue Note, Series 2014.
19072.0056 221023401
City of Opa- Locka, Florida
April 8, 2015
Page 2
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 Notes. As bond counsel, we
will examine applicable law, prepare the appropriate resolutions and other documents
authorizing and securing the Notes and other necessary documents, including closing documents
and certificates, consult with the parties to the transaction prior to the issuance of the Notes,
review certified proceedings, and undertake such additional duties as we deem necessary to
render the opinion.
Assuming completion of the proceedings to our satisfaction, we will render our opinion,
subject to customary assumptions and limitations, that:
(i) The Cityordinance relating to the issuance of the Notes 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 Notes has been authorized by the City
and upon proper execution and authentication, the Notes constitute valid and
binding obligations of the City payable in accordance with the terms of the related
resolution;
(iii) The interest paid on the Series 2015A Note 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 Notes 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 Notes. 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 Series 2015A Note 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 Notes, 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.
19072.0056 22102340_1
City of Opa- Locka, Florida
April 8, 2015
Page 3
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,
"1.11 '
Denise J. Ganz C�
ACKNOWLEDGED:
CITY OF OPA- LOCKA, FLORIDA
By: _
Name:
Title:
Date:
19072.0056 22102340_1