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Home My WebLink AboutR-2012-142 - Appointed Weiss, Serota, Helfman, Pastoriza, Cole & Boniske, P.L. as Bond Counsel for the Marina Project RESOLUTION NO. 2012-142 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 BANK QUALIFIED LOAN FINANCING OF THE MARINA IMPROVEMENT PROJECT; 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, Pastoriza, Cole & Boniske, P. L., to represent the City's interests in matters relating to the bank qualified loan financing of the Marina Improvement Project 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, Helfinan, Pastoriza, Cole & Boniske, P.L., is appointed as special counsel to represent the City in connection with the bank qualified loan financing of the Marina Improvement Project. Section 2. That compensation 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 costs related to the application, creation and evaluation, approval and funding of the Marina Improvement Project loan, including these legal costs, shall be included in and provided by the funding of the Marina Improvement Project bank qualified loan. 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 That all resolutions or parts of resolutions in conflict with this Resolution are repealed to the extent of such conflict.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 force and take effect immediately upon its passage and adoption. PASSED AND ADOPTED on October 23, 2012. ATTEST: LOUISE STILSON,-Nd PATRICIA A. FLURY CITY CLERK MAYOR APPROVED AS, O FO AND CORRECTNESS: Qom s F�gsr � a THO SJ ANS RO CITY ATTORNEY WEISS SE130TA HELFbiAN PASTORIZA COLE & BONISKE, P.L. MITCHELL BIERMAN,P.A. ATTORNEYS AT LAW ADRIAN J.ALVAREZ MINA L.BONISKE,P.A. A PROFESSIONAL LIMITED LIABILITY COMPANY LILLIAN M.ARANGO MITCHELL J.BURNSTEIN,P.A. INCLUDING PROFESSIONAL ASSOCIATIONS SARA E.AULISIO JAMIE ALAN COLE,P.A. ROBERT H.DE FLESCO GILBERSTEPH N J. STORIZHELFMA, P.A. MIAMI-DADE OFFICE BROOKE P.DOLARA MICHAEL PASTORRA,P.A. RAQUEL ELEJABARRIETA MICHAHL S.POPOK, . 2525 PONCE DE LEON BOULEVARD CHAD S.FRIEDMAN SUSEPH H.SEWOTA,P.A. ERIC P.HOCKMAN RICHA D AYWEITHEN,P.A. SUITE 700 HARLENE SILVERN KENNEDY* DAVID M. 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 305-854-2323 ROBERT A.MEYERS' JONATHAN M.COHEN WWW.WSH-LAW.COM MATTHEW PEARL IGNACIO G.DEL VALLE JOHN J.QUICK* JEFFREY D.DECARLO BROWARD OFFICE TIMOTHY M.RAVICH* ALAN L.GABRIEL AMY J.SANTIAGO DOUGLAS R.GONZALES ZOO EAST SROWARD BOULEVARD•SUITE 1900 GAIL D.SEROTA' EDWARD G.GUEDES FORT LAUDERDALE, FLORIDA 33301 JONATHAN C.SHAMRES JOSEPH HERNANDEZ TELEPHONE 954-763-4242 • FACSIMILE 954-7 64-7 7 7 0 ESTRELLITA S.SIBILA .JOSHUA D.KRUT ALISON F.SMITH MATTHEW H. MANDEL ANTHONY C.SOROKA ANTHONY L.RECIO *OF COUNSEL EDUARDO M.SOTO BRETT J.SCHNEIDER JOANNA G.THOMSON CLIFFOR13 A.SCHULMAN PETER D.WALDMAN" ABIGAIL WATTS-FITZGERALD SAMUEL 1.ZESKIND LAURA K.WENDELL October 11,2012 JAMES E.WHITE Tom Ansbro,Esq. City 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 for Marina Financing 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 bank loan financing for the marina project (the "Bonds"). From our experience, we have found that clients appreciate a frank 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. 1. Nature of Legal Services. As bond counsel,we will: a) Examine applicable law; Tom Ansbro,Esq. City of Dania Beach October 11, 2012 Page 2 b) Prepare or review (i) the authorizing ordinances and/or 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 as may be required by the terms of the financing and applicable federal and state laws; c) Consult with the parties prior to the issuance of the Bonds; d) Review the City Charter and certified proceedings; e) Attend City Council meetings at which the Bonds are discussed, if requested;and f) Undertake such additional duties as are necessary to render our opinion. Subject to the completion of proceedings to our satisfaction, we will render our opinion that: a) The City is duly created and validly existing as a municipality under the laws 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; and 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 Resolution or Loan Agreement. The opinion will be executed and delivered by us in written form on 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. 2. Fees for Services. We understand that the financing to be undertaken is for the purpose of reimbursing the City's general fund for expenditures made in connection with the marina improvements,and that the sale of the Bonds will be done as a private placement with a bank. We also understand that because the facilities will be used by private parties and the Bonds will be secured in part by the rental payments received by private parties,the interest on the Bonds will be taxable. Based on that understanding, our fees for the services described in the preceding paragraph will be a flat fee of$10,000. WEISS SEROTA BELYNLA.N PASTOAIZA COLE & BONISHE, P.L. Tom Ansbro,Esq. City of Dania Beach October 11, 2012 Page 3 3. Costs. 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 Fees 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(but 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. b. 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 fi-om 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 effort to perform our services in a prompt and efficient manner. Sincerely, WEISS SEROTA IIELFMAN PASTORIZA COLE&BONISKE,P.L. By: �/(.� Jeffre D 1 ,S areholder wEISS SEizoTA BELFMAN PASTORIZA COLE & BONISHE, P.L. Tom Ansbro,Esq. City of Dania Beach October 11,2012 Page 4 AGREED and ACCEPTED on October_,2012. CITY OF DANIA BEACH,FLORIDA By: Name: Title: Approved as to Form: City Attorney wEISS SEROTA HELFMAN PASTORIZA COLE & BONISHE, P.L.