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HomeMy WebLinkAboutR-2021-101 Weiss Serota Appointment as Bond Counsel for Bank Loan Financing of Parks and Recreation Master Plan ProjectsRESOLUTION NO.2021-101 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DANIA BEACH, FLORIDA, APPOINTING THE LAW FIRM OF WEISS SEROTA HELFMAN COLE & BIERMAN, P.L., AS BOND COUNSEL IN CONNECTION WITH BANK LOAN FINANCING OF THE CITY'S PARKS AND RECREATION MASTER PLAN PROJECTS, IN AN AMOUNT OF FORTY-THREE THOUSAND DOLLARS ($43,000.00), AND ANY OUT-OF- POCKET EXPENSES; PROVIDING FOR CONFLICTS; FURTHER, PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the Dania Beach City Commission desires to appoint the law firm of Weiss Serota Helfman Cole & Bierman, P.L., to represent the City's interests in matters relating to the bank loan financing of the City's Parks and Recreation Master Plan Projects in an amount of Forty -Three Thousand Dollars ($43,000.00), and out-of-pocket expenses; NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF DANIA BEACH, FLORIDA: Section 1. That the law firm of Weiss Serota Helfman Cole & Bierman, P.L., is appointed as special counsel to represent the City in connection with the financing of the City's Parks and Recreation Master Plan projects. Section 2. That proposed compensation is Forty -Three Thousand Dollars ($43,000.00), and any out-of-pocket expenses, as set forth in the Proposal Letter from the firm, which is attached as Exhibit "A", and is made a part of and incorporated into this Resolution by this reference. Section 3. That the funding for these services shall be made available and appropriated as a transfer from the General Fund Unassigned Fund Balance Account No. 001- 271-00-00 to the Debt Service Fund Parks Masterplan Financing Professional Services Account No. 201-72-03-517-31-10. Section 4. That all resolutions or parts of resolutions in conflict with this Resolution are repealed to the extent of such conflict. Section 5. That this Resolution shall be in full force and take effect immediately upon its passage and adoption. PASSED AND ADOPTED on July 13, 2021. ATTEST: V � THOMAS SCHNEIDER, CMC • CITY CLERK /SHEO�� APPROVED AS TO FORM AND CORRE SS: THOM S J. ANSB CITY ATTORNEY 2 RESOLUTION #2021-101 WEISS SEROTA May 28, 2021 Frank DiPalolo, Finance Director City of Dania Beach, Florida 100 W. Dania Beach Blvd. Dania Beach, Florida 33004 Re: Proposal for Bond Counsel Services for the City of Dania Beach for its proposed estimated $50,000,000 Parks Capital Improvement Revenue Notes to be issued in two series Dear Frank: Thank you for the opportunity to continue our relationship and to propose our representation of the City of Dania Beach (the "City") as bond counsel for the anticipated financings for City park improvements. This Proposal will set forth our understanding as to the nature and scope of the legal services needed to accomplish the approximately $50,000,000 in bank loans and the manner in which our fees shall be determined and the terms upon which payment will be made. It is contemplated that Lori Smith-Lalla will have primary responsibility for this matter. She may be assisted in this matter by other partners, associates and/or paralegals. 1. Nature of Legal Services. We understand that the City will be seeking to privately place with a bank or banks approximately $50,000,000 in Capital Improvement Revenue Notes. Such Notes are to be issued in two series to accommodate two phases of construction of park improvements. The Notes will be secured by a covenant to budget and appropriate ("CBA") non -ad valorem revenues of the City. It is expected that the Notes will be issued for a term of approximately 20 years. The execution and delivery of the loan documents and notes with the selected bank or banks and the funding of the loans will be referred to herein as the Closing. As Bond counsel, we will: a) Draft an ordinance authorizing the issuance of the debt in an amount exceeding $1,000,000 as required by the Charter; Prepare or review in connection with the Bank Loans and issuance of Notes (i) resolutions authorizing the issuance of the Notes and setting forth the terms of the Notes (collectively, the "Note Resolution"), (ii) the Term sheets of the banks setting forth the terms of the loans, (iii) such other documents as may be required by the financing or which we deem necessary for rending MIAMI I FT. LAUDERDALE I BOCA RATON I TAMPA I WSH-LAW.COM Page 2 of 5 our opinion, and (iv) the forms of such closing documents, certificates and opinions of counsel, including tax documents, as may be required by the terms of the financing and applicable federal and state laws; b) Participate in conference calls and meetings with the parties to discuss the documents; c) Attend City Commission meetings at which the Loans are discussed, if requested; and d) Represent the City at the Closing; e) Undertake such additional duties as are necessary in order to accomplish the execution of the Note and other financing documents and the delivery of our opinion provided below. f) Subject to the completion of proceedings to our satisfaction, we will render our approving opinion that, among other things, will provide that: 1. The City is duly created and validly existing as a municipality under the laws of the State of Florida, with authority to adopt the Ordinance and the Note Resolution, perform its obligations thereunder and issue the Note; 2. The Note Resolution, the Note and related documents have been duly authorized by the City and constitute valid and binding obligations of the City; 3. The Note constitutes valid and binding limited obligation of the City, and that the City has the authority to covenant to budget and appropriate it's Non -Ad Valorem Revenues for the payment of the Note; 4. The interest paid on the Note is excluded from gross income for federal income tax purposes and is exempt from Florida taxes (subject to certain limitations which may be expressed in the opinion). 2. Fees for Services. Based on our understanding of the transaction as set forth above, and except for the circumstances set forth in paragraph 3 below, our fees as Bond Counsel for the first series will be a flat fee of $25,000.00, plus any out-of-pocket expenses, which will be invoiced at Closing for the first series and for the second series will be a flat fee of $18,000, plus any out-of-pocket expenses, which will be invoiced at Closing for the second series. As provided in paragraph 3 below, if either one of the transactions does not close, invoices will be sent monthly. 3. Payment of Fees and Costs. The fees for the Bond Counsel services outlined in this letter are usually payable at Closing and can be paid with the proceeds of the loans, MIAMI I FT. LAUDERDALE I BOCA RATON I TAMPA I WSH-LAW.COM Page 3 of 5 and we customarily do not submit any statement until the Closing. if, after we have begun work on either financing, (i) the financing is not consummated, or (ii) there is a substantial delay in completing the financing (more than six months from the date of this letter for the first series or six months from the start of work for the second series), you will be charged and agree to pay for our services based on our reasonable estimate of the percentage of work completed through the date that the transaction is abandoned or more than 6 months has passed since the date of the start of the transaction without significant activity, together with applicable taxes, if any, plus out-of-pocket expenses. In the event that either of the circumstances in the preceding sentence occurs, we will invoice you the percentage of the agreed fee for time actually spent. For the purposes of this paragraph 3, we will assume that the total project would have taken 75 hours for Phase 1 and 60 hours for Phase 2. If, after we bill you for the partial fee as provided above, the transaction is consummated as contemplated herein, we will credit any amounts already paid against the $25,000.00 fee set forth in paragraph 2 for the first series and any amounts already paid against the $18,000.00 fee set forth in paragraph 2 for the second series. In no event will the total amount payable to us exceed the amounts set forth in paragraph 2. You must understand that if any invoice remains unpaid for more than 30 days after it is rendered, we reserve the right, in our discretion (subject to court approval, if necessary), to cease to provide further legal services to you. You will, however, be liable to us for the payment of any fees earned and any costs incurred by us to that time, together with any applicable taxes as well as attorney fees should we need to initiate any legal proceedings to collect our fees. 4. Withdrawal from Representation. We reserve the right to withdraw from representing you if you have misrepresented or failed to disclose material facts to us, or if we disagree about the course of action which should be pursued. S. Representation of Other Clients/Conflict. We are bound by rules of legal ethics not to represent any client if the representation of that client will be directly adverse to the interests of another client unless each such client consents to such representation after consultation. 6. Fees for Other Services. In the event you ask us to render legal services with respect to other matters, in the absence of a written agreement specifically addressing that representation, the other matters will be handled on an hourly basis, and fees and costs will be payable as invoiced monthly under the same terms and conditions as provided for in paragraph 3 of this letter. 7. Commencement of Representation. If the foregoing is agreeable to you, please acknowledge your understanding and agreement by signing this letter and delivering it to us. MIAMI I FT. LAUDERDALE I BOCA RATON I TAMPA I WSH-LAW.COM Page 4 of 5 We appreciate your continued confidence in our Firm and we assure you that we will make every effort to perform our services in a prompt and efficient manner. Sincerely, WEISS SEROTA HELFMAN COLE & BIERMAN, P. L. By: e��al Jam' A. Cole, Member MIAMI I FT. LAUDERDALE I BOCA RATON I TAMPA I WSH-LAW.COM AGREED and ACCEPTED on May. 2021. CITY OF DANIA BEACH, FLORIDA By: _ Name: Title: MIAMI I FT. LAUDERDALE I BOCA RATON I TAMPA I WSH-LAW.COM Page 5 of 5