The URL can be used to link to this page

Home My WebLink AboutR-98-0569J-98-589 5/22/98 RESOLUTION NO. 9 8 5 v 9 A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE AN AMENDMENT, IN SUBSTANTIALLY THE ATTACHED FORM, TO THE AGREEMENT BETWEEN THE CITY OF MIAMI AND HAWKINS, DELAFIELD & WOOD AND HOLTZMAN, KRINZMAN, EQUELS & FURIA, P.A. CO -BOND COUNSEL FOR THE CITY, AUGMENTING THE SCOPE OF SERVICES OF SAID CO -COUNSEL AND INCREASING THE FEE CAP TO SAID FIRMS FROM $89,000 TO $138,000, INCLUSIVE OF EXPENSES; ALLOCATING FUNDS THEREFOR FROM ACCOUNT CODE NO. 00100.921002.6.270. BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The City Manager is hereby authorized1/ to execute an amendment, in substantially the attached form, to the Agreement between the City of Miami and Hawkins, Delafield & Wood and Holtzman, Krinzman, Equels & Furia, P.A., co -bond counsel to the City to augment the scope of services to be provided by said co -counsel and to increase the fee cap to said firms from $89,000 to $138,000, inclusive of expenses, with funds therefor hereby allocated from Account Code No. 001000.921002.6.270. ATTACHMENT (S)I ' CONTAINED JUN 0 9 1998 R"olation No. 98- 5-9 1� The herein authorization is further subject to compliance with all requirements that may be imposed by the City Attorney, including but not limited to those prescribed by applicable City Charter and Code provisions. Section 2. This Resolution shall become effective immediately upon its adoption. PASSED AND ADOPTED this 9th day of June ... JOE CAROLLO, MAYOR In accordance with Miami Code Sec. 2-36, since the Mayor did not indicate approval of this legislation by signing it in the designated place provided, sad legislation rvc;.f becomes effective with the elapse of ten (10) days from the date of " missicr► c;e: regarding same, without the Mayor ex�ra�sin veto^ ` ATTEST: Way er man, Oity Clerk WALTER J. FOEMAN CITY CLERK PREPARED AND APPROVED BY:t--- RAFAEL 0. DIAZ ASSISTANT CITY LLO W2600KOD.doc CTNESS: -2- 98- 569 AMENDED AGREEMENT TO THE SPECIAL COUNSEL AGREEMENT THIS AMENDED AGREEMENT is made and executed on , 1998, by and between the City of Miami, Florida, hereinafter referred to as "City", Hawkins, Delafield & Wood, a partnership duly organized and validly existing under the laws of the State of New York, and Holtzman, Krinzman, Equels & Furia, a professional association duly organized and existing under the laws of the State of Florida (such partnership and professional association collectively referred to hereinafter as "Special Counsel") WITNESSETH: WHEREAS, the City and Special Counsel entered into an Agreement (the "Agreement") executed as of December 18, 1996. WHEREAS, the parties hereto now wish to amend the Agreement through the execution of this Amended Agreement. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: Paragraph 1 of the Agreement is hereby amended to read as follows: Special Counsel hereby agrees to provide to the City, upon its request, the Financial Emergency Services and Bond, Tax, and Disclosure Services as well as the additional services ("Additional Services") set forth in Exhibit `B" attached hereto and made a part hereof. Paragraph 2(d) of the Agreement is hereby amended to read as follows: (d) In consideration of Special Counsel performing the Additional Services to the satisfaction of the City Manager of Miami, the City hereby agrees to pay to Special Counsel, in total satisfaction for such services, fees - I - 98 - 569 in accordance with a blended rate of $225.00 per hour for attorney services and $85.00 per hour for paralegal services. A new paragraph 2(e) is hereby added to the Agreement reading as follows: (e) Prior to any substantial performance of services hereunder, the Special Counsel shall submit to the City Manager a schedule of tasks to be performed and the estimated hours expected therefor. Paragraph 10 of the Agreement is hereby amended to read as follows: The maximum compensation authorized to be paid hereunder, inclusive of out-of-pocket expenses, shall be $138,000.00 as authorized herein. This amount could be overruled by an amendment upon review and approval of the City Commission. All other sections of the Agreement not amended herein shall remain in full force and effect during the term of the Agreement. HAWKINS, DELAFIELD & WOOD, a partnership LM Partner W275specnsl.doc THE CITY OF MIAMI, FLORIDA Lb-fi City Manager HOLTZMAN, KRINZMAN, EQUELS & FUCIA, P.A. Partner -2- 98- 569 SCOPE OF WORK Bond Counsel Services 1)R4*tr 1. Off Street Parking Under the direction of the City, examine the City of Miami Charter, certain legal opinions and bond transcripts of the Department of Off -Street Parking (the "Department), to determine: • if the Miami Parking system can remit excess funds tot the City of Miami under the terms of the Department's existing bond ordinances; and whether the Department's board members can be indemnified against a bondholder's lawsuit; whether and under what conditions the Department's bondholders can be defeased; and whether the Department's retained earnings or reserve funds can be utilized to defease the bonds; and • what bondholder issues must be addressed if the City decides to privatize the Department's operations. 2. City Asset Disposition Under the direction of the City: • review City of Miami Charter, certain legal opinions and bond transcripts for City property financed or acquired with tax-exempt bonds as it relates to the sale, lease or execution of a management contract regarding such property. Financial Emergency Services Under the direction of the City: • advise the City Manager, City Attorney and the Mayor of the legal concerns raised by the Intergovernmental Cooperation Agreement by and among the Governor, the Financial Emergency Oversight Board and the City of Miami; advise the City Manager, Commissioners and Mayor on general concerns during the course of Oversight Board supervision; and at the request of the City, provide ongoing counsel and assistance with Miami -Dade County or the State and their agencies within the confines of the Intergovernmental Agreement. 98- 569 Continuing Disclosure Services Under the direction of the City: �RgFT • provide advice regarding the obligations of the City under any continuing disclosure agreements to which the City is a party, whether entered into pursuant to, or in anticipation of the adoption of Securities and Exchange Commission Rule 15c2-12; • provide advice regarding the obligations of the City to disclose material facts to the marketplace pursuant to the federal securities laws, including assistance in assessing whether any particular fact is material under such laws; • assist the City in determining the information and specific language to be included in (1) any disclosure document prepared pursuant to continuing disclosure agreements, (2) and disclosure document deemed necessary pursuant to the federal securities laws, and (3) any disclosure document prepared in connection with a new debt financing; and • deliver to the City upon request a written opinion with respect to each disclosure document regarding whether such disclosure document is in compliance with the federal securities laws. 98- 569 94;30/98 THU 15:35 FAI 2002 -!::I/ 1:.i Yiy 1-KV Pi. l71 MML tl/:b Ii G ie it Ub M AUK S Hit? ltS tyJ PAG F' E N T �i�13 THIS AGREEMENT, made as of the 18th day of December, 1996, by and between the CITY of MIAMI, a municipal, corporation duly organized.and validly existing under the laws of the State of Florida having its principal office at City Hall, 3500 Pan American Drive, Miami, Florida 33133 (the °City"), Odff- NS, DELAFTELD & WOOD, a partnership duly organized and validly existing under the laws of the State of New York having offices at 67 Wall Street, New York, New York 10005, and HOLTZMAN, KRINZMAN, EQUELS & FDRIA, a professional association duly organized and validly existing under the laws of the State of Florida braving"Offices at 2601 South $ayshore Drive, suite 600, Miami, Florida 333.33 (such partnership and professional association being collectively referred to hereinafter as "Special Counsel")_ W I T N 8 S S 8 T H WHEREAS, the City requires special legal advice relating to•the City's legal obligations pursuant to Sections 213.Sol - 21.8.504 of the Florida Statutes, Executive order No. 96-391 promulgated by the Governor of Florida on December 11, 1996 (the "Order"), and the Intergovernmental Cooperation Agreement to be entered into by and between the Executive office of tha Governor, the Financial Emergency oversight Board established by the order, and, the City (collectively, the "Financial Emergency Services"); and WHEREAS, the City requires legal services from nationally recognized bond counsel, and well established local counsel in relation to the City's continuing disclosure obligations under Securities and Exchange Commission Rule 1Sc2-12, federal, tax compliance under the Internal Revenue Code, and future marketing, sale and issuance of debt obligations, all as described in the scope of services set forth in the attached Exhibit A. (collectively, the °Band, Tax, and Disclosure Counsel Services"); and -- WHEREAS, "'"a -Fi ianczal urgency Se-rvlces and florid, Tax, and Disclosure Counsel. Services of Special Counsel are Mneficial to the City and its taxpayers; and WHEREAS, Special Counsel possesses nationally recognized qualifications and expertise with respect to municipal financing matters, including specific expertise with respect to local government financial, emergencies and specialization in commercial and governmental dispute resolution and contract negotiation. NOW, THEREFORE, it is mutually covenanted and agreed by and between the City and Special Counsel as follows: 1. Special Counsel hereby agrees to provide to the City upon its request chose Financial Emergency Services and Bond, Tax, 9 8 - 569 4/30/98 4:32 04/JO/98 THU 15:35 FAX 2003 JUN•'20-97 IS,541 FROM-)--5' 1 FIRE RESCUE ID=3 id atysa.+ - and Disclosure Counsel Services as set forth in the recitals hereto. 2.(a) In consideration of Special Counsel performing the Financial Emergency Services to the satisfaction of the City Manager of Miami, the City hereby agrees to pay to Special Counsel, in total satisfaction for such services, fees in accordance with a blended hourly rate of $150.00 per hour for attorney services and $85.00 per hour for paralegal. services. (b) in consideration of special Counsel performing the Bond, Tax, and Disclosure Counsel Services to the satisfaction of the City Manager of Miami, the City hereby agrees to pay to Special Counsel, 'an total satisfaction for sdch services, fees in accordance with a blended hourly rate of $225.00 per hour for attorney services and $85.00 per hour for paralegal. services. (c) The City further agrees =v" pay to Special Coui:zel its incidental vAt-of-pocket teasonable and customary expenses incurred in connection with Financial Emergency Services and Bond, Tax, and Disclosure Counsel Services or otherwise incurred in connection with services rendered by Special Counsel at the request of the City including, but not limited to, travel expenses, telephone tolls, duplicating, postage, federal express, messengers, £acsimi.le transmission, and computer financial analysis. Special Counsel shall provide the City a written summary of such out-of-pocket, expenses and shall provide actual receipts for travel expenses- (d) Prior to any substantial performance of services hereunder, the Special Counsel shall submit to the City Manager a schedule of tasks to be performed and the estimated hours expected therefor. 3. special Counsel shall submit bills monthly for services rendered and costs expended. The City shall process and pay such bills within thirty (30) days. 4. -This Agreement shall commence as of the 18th day of December, 3.996 and shall continue in force until. September 30, 1998. upon mutual, agreement and upon approval of the City Comm sio xY - "ths - �� «c::t- may be renewed for theee (33 oiie-year periods, provided that approval must be obtained for eadh'renew'al year. Far such renewal periods, all other terms and conditions of the Agreement shall remain the same. S. Special, Counsel agrees that it will not assign, transfer, convey, sublet, subcontract, or otherwise dispose of this Agreement or its right, title or interest herein, nor any part hereof, nor any monies which are or will become due and payable hereunder without the prior written consent of the City Manager. 6. Special Counsel, in accordance with its status as an independent contractor, covenants and agrees that it will conduct 98- 569 4l30L98s 43 04i90198 THU 15:35 FAX Z 004 JUN-'20�97 15=51 FRCIMIP09AN1 FIRS RE5GUE 10=3 M alov.i itself consistent with such status -and will not claim to be an officer or employee of the City by reason of this Agreement, or make any claim, demand or application to or for any right or privilege applicable to an employee of the City, including, but not limited to,•Worker's Compensation Coverage, Unemployment Insurance Benefits, Social Security coverage or retirement membership credit. 7. special Counsel agrees that in carrying out is activities under the terms of ethis Agreement that it shall not discriminate against any person due to such personle''race, color,46s creed, sex or national origin and that at all times it will abide by the app icable provisions of the laws he to of Florida and local a�4tj i S. Any notices or.cdmttlnication re it to be given by the terms of this Agreement shall be in it g and sent by registered or certified United States mail, po tage prepaid, return receipt recruested. Any such notice or. covmunica.tion 's"r.,all be addressed to the - City (Attention: City Manager) or to. Special Counsel (Attention; Brad Johnson, Esq.), as the case may be, at its address set forth on page 1 of this Agreement as said address may be -changed from time to time by written notice to the other. Any notice or communication shall be deemed given as of the date o€ delivery as indicated on the return receipt, and in the case of failure to deliver by reasorr of changed address of which no notice was given, or refusal to accept delivery, as of the date of such failure or refusal as indicated on the return receipt or by notice of the United States Postal. Service. 9. This Agreement contains the entire agreement between Special Counsel and the City and shall not be eb nged, modified, discharged or waived in whole or in part except by written instrument signed by Special Counsel and the City. 10. The maximum Compensation authorized to be paid hereunder will be $50,000 plus out-of-pocket expenses as authorized herein. This amouat could be overridden by an amendement upon review and approval of the City Commission. IN WITNESS WHEREOF, the parties hereto have executed this Agreement .on tb.e day .and year first a%XIIn. wriZZ n� CITY F By. HOLTZMAN, KRI , ERA & FURIA_A. AD1-, By ctor 8 4/30/98 4:3 04,130/98 THU 15:36 FAX Cj005 1U61 •.20-97 15 = 51 PROM T iA TAM T FIRE RESCUE 1 0 : ZJ I tf 1litl3 Approved as to form and correctness: al. A reys City At J 8 ` 569 4/30/98 4,3 TO Honorable Mayor and CITY OF MIAMI, FLORIDA 14 INTER -OFFICE MEMORANDUM Members of the City Commission FROM Donald 601ravrsahaw Cit Manager DATE FILE May 29, 1998 SUBJECT Bond Co -Counsel Contract REFERENCES: Y City Commission Meeting ENCLOSURES June 9, 1998 RECOMENDATION It is respectfully recommended that the City Commission authorize the City Manager to execute an amendment in substantially the attached form, to the agreement between the , City of Miami and Hawkins, Delafield & Wood and Holtzman, Krinzman, Equels & Furia, P. A., bond co -counsel for the City, augmenting the scope of services of said co - counsel and increasing the fee cap to said firms from $89,000 to $138,000 inclusive of expenses, and allocating funds therefore from account code no. 00100.921002.6.270. BACKGROUND Pursuant to Resolution 96-945, the City authorized the City Manager to execute an agreement with Hawkins, Delafield & Wood and Holtzman, Krinzman, Equels & Furia, P. A. to provide legal financial emergency services and bond tax and disclosure services to the City of Miami, in an amount not to exceed $50,000. On December 9, 1997, pursuant to Resolution 97-901, the City Commission further authorized the City Manager to execute an amendment to the agreement to increase the fee cap from $50,000 to $89,000. This resolution further directed the City Manager to re -negotiate the scope of services and fees for services for said co -counsel for further consideration and approval by the Commission. Over the past 16 months, co -counsel has provided the City with on -going legal advisory services within the scope of work detailed in Exhibit A of the firm's contract with the City. Pursuant to the Commission directive, attached hereto and incorporated in Exhibit "B" of the proposed amendment, is a list of services and deliverables provided by co - counsel for your review and approval. 98- 569 To date, the City has paid $50,000 in fees and reimbursed the firm for $21,428.61 in incidental expenses as follows: Date P.O. No. Check No. Amount June 20, 1997 9702489 4211743 $50,000.00 for fees December 31, 1997 #801564 #28762 $2,444.14 for expenses December 31, 1997 #801563 431115 $18,984.47 for expenses The firm has submitted additional invoices totaling $40,281.75 for fees and $1,326.70 for expenses that require payment. Accordingly, the fees billed to date total $90,281.75 (only $89,000 has been authorized) and expenses billed to date total $22,755.31. Since the approved fee cap has been reached, a new fee cap is necessary to allow co -counsel to continue to provide services to the City. Therefore; it is further recommended to increase the fee cap to $138,000, inclusive of expenses, to cover these costs and to provide for any additional services contemplated throughout the remaining term of the agreement, which expires September 30, 1998. Adoption of this Resolution will enable the City to continue to utilize the services of the City's co -counsel to perform work pursuant to the scope of services as outlined in the attachment. JGP:CMC:nr 98- 569