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HomeMy WebLinkAboutR-2012-130 - Appointed Weiss, Serota, Helfman, Pastoriza, Cole & Boniske, P.L. as Bond Counsel for Refunding of the City's Sales Tax Revenue Bonds, Series 1994 RESOLUTION NO. 2012-130 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DANIA BEACH, FLORIDA, APPOINTING THE LAW FIRM OF WEISS, SEROTA, HELFMAN, PASTORIZA, COLE & BONISKE, P.L., AS BOND COUNSEL IN CONNECTION WITH THE REFUNDING OF THE CITY'S SALES TAX REVENUE BONDS, SERIES 1994; PROVIDING FOR CONFLICTS; FURTHER, PROVIDING FOR AN EFFECTIVE DATE. WHEREAS,the Dania Beach City Commission desires to appoint the law firm of Weiss, Serota, Helfinan, Pastoriza, Cole & Boniske, P.L., 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 Weiss, Serota, Helfman, Pastoriza, Cole & Boniske, P.L., is appointed as special counsel to represent the City in connection with the refunding of the City's Sales Tax Revenue Bonds, Series 1994. Section 2. That compensation (a flat fee of$10,000.00) shall be that as set forth in the letter from the firm, a copy of which is attached to this Resolution and is made a part of and incorporated into it 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 That all resolutions or parts of resolutions in conflict with this Resolution are repealed to the extent of such conflict.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 September 25, 2012. ATTEST: LOUISE STILSON, CMC PATRICIA A. FLURY CITY CLERK MAYOR I FIST APPROVED AS TO F CORRECTNESS: THOMA J. AN RO CITY ATTO Y �p� WEISS SEROTA HELFMAN PASTORIZA COLE & BONISKE, P L. MITCHELL BIERMAN,P.A. ATTORNEYS AT LAW ADRIAN J.ALVAREZ NINA L.BON ISKE,P.A. A PROFESSIONAL LIMITED LIABILITY COMPANY LILLIAN M.ARANGO MITCHELL J.BURNSTEIN,P.A. SARA E.AULISIO JAMIE ALAN COLE.P.A. INCLUDING PROFESSIONAL ASSOCIATIONS ROBERT H.OE FLESCO STEPNEN J.HELFMAN,P.A. MIAMI-OADE OFFICE BROOKE P.DOLARA CILBERTO PASTORIZA,P.A. RAOUEL ELEJASARRIETA M ICHAEL S.POPOK,P.A. Z525 PONCE DE LEON BOULEVARD CHAD S.FRIEDMAN JOSEPH H.SCROTA,P.A. SUITE 700 ERIC P.MOCKMA14 SUSAN L.TREVARTHEN,P.A. MARLENE SILVERN KENNEDY' RICHARD JAY WEISS.P.A. CORAL GABLES, FLORIDA 33134 KAREN LIEBERMAN' DAVID M.WOLPIN.P.A. JOHANNA M.LUNDGREN ALEIDA MARTINEZ MOLINA' DANIEL L.ABBoTT TELEPHONE 305.854-0800 KATHRYN M.MEHAFFEY GARY L.BROWN FACSIMILE 305-854-2$23 AOBERT A.MEYERS' JONATMAN M MATTHEW PEARL.CONCH WWW.W$H-LAW.COM � IGNACIO G.DEL VALLE TIMOTHY M.RAVICH AMY J.SANTIAG.0 ALAN L. D.DCCARLO BROWARD OFFICE GAIL D.SCROTA' ALAN L.S R.GOL 200 EAST 13ROWARD BOULEVARD•SUITE 1900 JONATHAN C.SHAMRES DOUGLAS R.GONZALES EDWARD G.GUEDES FORT LAUDERDALE,FLORIDA 33301 ESTRELLITA S.SIBILA JOSEPH HERNANDEZ TELEPHONE 954-763-4242 • FACSIMILE 9S4-764-7770 ALISON F.SMITH JOSHUA D.KRUT ANTHONY C.SOROKA MATTHEW H.MANDEL EDUARDO M.SOTO ALEXANDER L.PALENZUELA-MAUR1 'OF COUNSEL JOANNA G.THOMSOH ANTHONY L.RECIO PETER D.WALDMAN' BRETT J.SCHNEIDER SAMUEL 1.ZESKIND COFFORD A.SCHULMAN /� ABIGAIL WATTS-FITZGERALD September 5, 2012 LAURA K.WENDELL JAMES E.WHITE Tom Ansbro, Fsq. Cite Attorney City of Dania Beach 100 W. Dania Beach Blvd. Dania Beach.Florida 33004 Re: Engagement Letter to Provide Bond Counsel Services to the City of Dania Beach Dear Mr. Ansbro: We very much appreciate the opportunity to present to you a proposal to act as bond counsel to the City of Dania Beach (the "City") on the refunding of the City's Sales Tax Revenue Bonds. Series 1994 (the ".Bonds"). From our experience, we have found that clients appreciate a !rank and open discussion and understanding of the services that we will perform and the basis upon which they will be expected to pay for those services. This letter is intended to set forth our understanding as to the nature and scope of the legal services we have agreed to render for you, the amount of our fees for those services. the manner in which our fees for those services shall be determined and the terms upon which you will make payment. I. Mature ofLegal Services. As bond counsel. we will: at Examine applicable law: R Tom Ansbro. Esq. City of Dania Beach September S.2012 Page 2 b) Prepare or review (i) the authorizing ordinances andior resolutions (collectively the "Bond Resolution") of the City, (ii) such other documents (such as a loan agreement) as may be required by the financing or which we deem necessary for rending our opinion, and (iii) 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 applicubJe federal and state laws; c) Consult with the parties prior to the issuance of the Bonds: d) Review die City Charter and certified proceedings; e) Attend City Council meetings at which the Bonds are discussed. if requested: and 0 Undertake such additional duties as are necessary to render our opinion. Subject to the completion of proceedings to our satisfaction. me %%ill render our opinion that: a) The City is duly created and validly existing as a municipality under the laNks of the State of Florida. with authority to adopt the Bond Resolution. perform its obligations thereunder and issue the Bonds: b) The Bond Resolution has been duly authorized by the City and constitutes a valid and binding obligation of the City; c) The Bond Resolution creates a valid lien on the revenues pledged under the Bond Resolution or Loan Agreement for the security of the Bonds: d) The Bonds have been duly authorized by the City and are valid and binding obligations of the City. payable solely from the revenues as provided in the Bond Resol ution or Loan Agreement; e) The interest paid on the Bonds is excluded from gross income for federal income tax purposes and is exempt trom Florida taxes (subject to certain limitations which may be expressed in the opinion).and f) In the case of "bank-qualified Bonds," the Bonds are "qualified tax- exeMpt obligations' within the meaning of Section 265(b)(3) of the Internal Revenue Code. The opinion Nvill be executed and delivered by us in written form oil the date the Bonds are exchanged for their purchase price (the "Closing"). and will be based on facts and laws existing as of its date. WEISS SEROTA HELFMAN PASTORIZA COLE & BONISKE, P)_.. Tom Ansbro,Esq. City of Dania Beach September 5,2012 Page 3 2. Fees for Services. We understand that the financing to be undertaken is a refunding of the outstanding amount of the City's Sales Tax Revenue Bonds, Series 1994, and that the refunding will be done as a private placement with a bank. Based on that understanding,our fees for the services described in the preceding paragraph will be a flat fee of$10,000. 3. Casts. In addition to the attorneys' fees discussed in paragraph 2, the firm will bill for actual out-of-pocket costs such as delivery charges, long distance telephone charges, photocopies.postage,faxes, preparation of closing transcripts and computer research expenses. 4. Payment of lees and Costs. The fees for the bond counsel services outlined in this letter are usually payable at Closing, and we customarily do not submit any statement until the Closing or unless there is a substantial delay in completing the financing. If, after we have begun work on a financing, the financing is not consummated or is completed without the rendition of our opinion as bond counsel, we will expect to be compensated at our standard hourly rates for time actually spent(hut not to exceed the flat fee of$10,000 quoted in paragraph 2),plus out-of-pocket expenses. 5. 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. 6. 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. If this letter is addressed to more than one person,your signature on this letter will constitute such consent from you with respect to the matter or matters specifically described in the paragraph of this letter entitled "Nature of Legal Services-" 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. We appreciate your confidence in our Firm and we assure you that we will make every effiort to perform our services in a prompt and efficient manner. Sincerely, WEISS SEROTA HELFMAN PASTORIZA COLE& BONISKE,P.L. By: .h Jeffr lo, Shareholder WEISS SEEoTA HELFMAN PASTORIZA COLE & BONISHE, P.L. Tom A isbro, Esq. City of Dania Beach September 5. 2012 Page 4 AGREED and ACCEPTED on September�.2012. CITY OF DANIA BEACH,FLORIDA By.- Name: Title: Approved as to form. City Attorney WEISS SEROTA HELFMAN PASTORIZA COLE & BONISKE, P.L.