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Home My WebLink AboutR-2016-002 Appoints the Law firm of Weiss Serota Helfman Cole & Bierman as bond counsel concerning refunding of City's General Obligation Bonds, Series 2010 not to exceed $18,000 RESOLUTION NO. 2016-002 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 THE REFUNDING OF THE CITY'S GENERAL OBLIGATION BONDS, SERIES 2010, IN AN AMOUNT NOT TO EXCEED EIGHTEEN THOUSAND DOLLARS ($18,000.00); 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 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 Cole & Bierman, P.L., is appointed as special counsel to represent the City in connection with the refunding of the City's General Obligation Bonds, Series 2010. Section 2. That compensation shall be an amount not to exceed Eighteen Thousand Dollars ($18,000.00) as set forth in the Engagement 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 Contingency Fund Balance Account, Account No. 001-18-00-519-99-10 to the Debt Service Fund Legal Services Account, Account No. 201- 18-00-585-49-16 Cost of Bond Refunding. 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 That all resolutions or parts of resolutions in conflict with this Resolution are repealed to the extent of such conflict.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 January 12, 2016. ATTEST: ¢o�A�IS F+RSF LOUISE STILSON, CMC M A. SALVINO, SR. CITY CLERK MAYOR APPROVED AS TO ORM D CORRECTNESS: THOMAS . A SBR CITY ATTORNEY 2 RESOLUTION#2016-002 WEISS SEROTA HELFMAN COLS & BIERMAN AT THE CROSSROADS OF BUSINESS, GOVERNMENT & THE LAW November 20, 2015 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 Dear Mr.Ansbro: We appreciate the opportunity to present to you a proposal to act as bond counsel to the City of Dania Beach (the "City") on the issuance of bonds in the amount of approximately $2,900,000 (the "Bonds") for the purpose of refunding the City's General Obligation Bonds, Series 2010 (the "Prior Bonds"). The Prior Bonds are secured by a general obligation pledge ("G.O. Pledge") of the City authorized by referendum approved on March 8, 2005. Upon issuance,the Bonds will be secured by the G.O.Pledge. 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 understand that the Bonds will be sold by private placement with a bank. . As bond counsel,we will: a) Examine applicable law, b) Prepare (i) the resolutions of the City authorizing the issuance of the Bonds and setting forth the terms of the Bonds (the "Bond Resolution"), (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, (iii) the forms of such closing 2525 Ponce de Leon Blvd., Suite 700, Coral Gables, FL 33134 1305-854-0800 1 www.wsh4aw.com Tom Ansbro,Esq. City of Dania Beach November 20,2015 Page 2 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 and (iv) upon request, memoranda to City officials setting forth the restrictions on private use of the parking facility financed with the Bonds; c) Participate in conference calls and meetings with the parties to discuss the documents, and coordinate with the staff in connection with the requirements for redeeming the Prior Bonds; d) Review the RFP for bank lenders prepared by the City's Financial Advisor; e) Review the City Charter and certified proceedings; f) Attend City Council meetings at which the Bonds are discussed, if requested; and g) 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 and related documents have been duly authorized by the City and constitute valid and binding obligations of the City; c) The Bonds constitute valid and binding general obligations of the City, payable from the levy of ad valorem taxes on all taxable property within the City, and the City has pledged its full faith, credit and taxing power to the payment of the Bonds; d) The interest paid on the Bonds 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); and e) The Bonds are "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Internal Revenue Code. WEISS SEROTA HELFMAN COLE & BIERMAN "' AT THE CROSSROADS OF BUSINESS,GOVERNMENT&THE LAW Tom Ansbro,Esq. City of Dania Beach November 20,2015 Page 3 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. In rendering the opinion, we will rely upon representations of the City set forth in the Bond Resolution, loan agreement and related documents and in the certified proceedings and other certifications of public officials (including certifications as to the use of bond proceeds and various tax matters) without undertaking to verify the same by independent investigation. The opinion is typically addressed to the City, and may be relied upon by the bank. 2. Fees for Services. Based on our understanding of the transaction as described above, our fees for the bond counsel services described in paragraph 1 will be a flat fee of $18,000. 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, 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 the 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 fees 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. �W' WE COLE&BIERMAN AN AT THE CROSSROADS OF Busimss,GOVkYWMENT&TmE LAW Tom Ansbro,Esq. City of Dania Beach November 20,2015 Page 4 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 HELFMAN COLE&BIERMAN,P.L. By l" e ✓� Jeff ey C rlo,Shareholder AGREED and ACCEPTED on CITY OF DANIA BEACH,FLORIDA By: Name: Title: Approved as to Form: City Attorney WE COLE&BIERMAN AN AT THE CROSSROADS of BUSINESS,GOVERNMENT&THE LAW