HomeMy WebLinkAboutR-2010-014 Ruden McClosky Special Bond Counsel RESOLUTION NO. 2010-014
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DANIA
BEACH, FLORIDA, APPOINTING THE LAW FIRM OF RUDEN,
MCCLOSKY, AS SPECIAL COUNSEL IN CONNECTION WITH THE $3.5
MILLION DOLLAR LIBRARY-PARKING FACILITY GENERAL
OBLIGATION BOND ISSUE, PROVIDING FOR CONFLICTS; FURTHER,
PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the Dania Beach City Charter, Part III, Art. 5, Section 3, authorizes the
City Commission to employ special counsel who shall serve under terms and conditions as may
be determined by the City Commission; and
WHEREAS, the Dania Beach City Commission desires to appoint the law firm of
Ruden, McClosky to represent the City's interests in matters relating to the bond issue identified
above;
NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF DANIA BEACH, FLORIDA:
Section 1. That the law firm of Ruden, McClosky is appointed as special counsel to
represent the City in connection with the $3.5 Million Dollar library-parking facility General
Obligation Bond Issue.
Section 2. That compensation shall be that as set forth in the letter from the firm, a
copy of which is attached and incorporated by this reference.
Section 3. That all resolutions or parts of resolutions in conflict with this Resolution
are repealed to the extent of such conflict.
Section 4. That this Resolution shall be in force and take effect immediately upon its
passage and adoption.
PASSED AND ADOPTED on January 26, 2010.
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ANNE CASTRO
ATTEST: MAYOR—COMMISSIONER
LOUISE STILSO , CMC �NcaRaoR
CITY CLERK
APPROVED AS T FO AND CORRECTNESS:
THOMA J. R
CITY ATTORNEY
2 RESOLUTION#2010-014
Ruden
1� McClosk
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January 26, 2010
VIA E-MAIL
Tom Ansbro, Esq.
City Attorney
City of Dania Beach, Florida
100 W. Dania Beach Boulevard
Dania Beach, Florida, 33004
Re: Bond Counsel Representation of the City of Dania Beach, Florida(the "City")
Dear Tom:
This letter will set forth the basis on which we propose to render bond counsel services to
the City in connection with the construction and equipping of a downtown library with parking
structure. It is our understanding that the City plans to issue its general obligation bonds (the
"Bonds") to finance a portion of a parking garage associated with the library facility and related
entranceway infrastructure. We have assumed for purposes of this engagement letter that the
Bonds will be privately placed with a financial institution pursuant to a negotiated sale and no
disclosure or similar document will be prepared by the City.
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 City's Bonds. As bond
counsel, we will examine applicable law, prepare the appropriate resolution and other documents
authorizing and securing the Bonds and other necessary documents, 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 our satisfaction, we will render our opinion,
subject to customary assumptions and limitations, that:
(i) The City is a municipal corporation of the State of Florida with the
power to adopt the resolution relating to the issuance of the Bonds and to perform
its obligations thereunder and to issue the Bonds;
(ii) The resolution relating to the issuance of the Bonds has been duly
adopted by the City and create a valid pledge of the City's full faith and credit and
each constitutes a valid and binding obligation of the City enforceable against the
City in accordance with its terms;
RESOLUTION#2010-014
(iii) 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 general obligations of the City payable in accordance with the terms of
the related resolution;
(iv) 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 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 client 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.
We would charge the City a flat fee of $20,000 for our bond counsel services in
connection with the Bonds. In the event the City does not proceed with the issuance of the Bonds
we would bill you for whatever time we had incurred through the date the City decides not to
proceed at our standard hourly rates then in effect for our attorneys and special tax counsel to the
firm; otherwise we would be paid at closing from proceeds of the Bonds.
In all cases, we will be entitled to reimbursement of our actual out-of-pocket costs
incurred in rendering bond counsel services to the City. We would estimate that these costs will
not exceed $1,500 and will primarily relate to the preparation of closing binders.
If the foregoing is acceptable to you, please have the appropriate officer of the City
indicate the City's acknowledgment and acceptance thereof in the space provided for that
purpose below. Such execution will evidence the City's retention of Ruden McClosky as bond
counsel upon the terms and conditions set forth herein.
RUDEN, McCLOSKY, SMITH, SCHUSTER& RUSSELL, P.A.
BOCA RATON•FT.LAUDERDALE•MIAMI•NAPLES•ORLAN DO•PORT ST.LUCIE•TALLAHASSEE•TAMPA•WEST PALM BEACH
If you have any questions or comments concerning the foregoing, please do not hesitate
to contact the undersigned.
Very truly yours,
RUDEN, McCLOSKY, SMITH,
SCHUSTER& RUSSELL, P.A.
Denis anz
THE FOREGOING IS AGREED AND ACCEPTED
THIS_DAY OF 12010.
CITY OF DANIA BEACH, FLORIDA
By:
Title:
RUDEN, McCLOSKY, SMITH, SCHUSTER & RUSSELL, P.A.
BOG RATON•ET.LADDERDALE•MIAMI •NAPLES•ORIAN DO•PORT ST.LUCIE•TALLAHASSEE.TAMPA•WEST PALM BEACH