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HomeMy WebLinkAboutR-96-0945J-96-1346 12/23/96 RESOLUTION NO. 5 945 A RESOLUTION, WITH ATTACHMENT, AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT, IN SUBSTANTIALLY THE ATTACHED FORM, 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 UNDER THE TERMS AND CONDITIONS AS SPECIFIED IN THE ATTACHED AGREEMENT; ALLOCATING FUNDS THEREFOR, IN AN AMOUNT NOT TO EXCEED $50,000 FROM 9211002 RESERVE EMERGENCY SERVICES, ACCOUNT 270, PROFESSIONAL SERVICES - OTHER. BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The City Manager is hereby authorized to execute an Agreement, in substantially the attached form, with Hawkins, Delafield & Wood and Holtzman, Kirnzman, Equels & Furia, P.A., to provide legal financial emergency services and bond, tax, and disclosure services to the City of Miami under the terms and conditions as specified in the attached agreement, with funds therefor hereby allocate, in an amount not to exceed $ 50,000 from 921002 Reserve Emergency Services, Account 270, Professional Services - Other. Section 2. This Resolution shall become effective immediately upon its adoption. PASSED AND ADOPTED this 23rd day of December, 1996. OE CAROLLO, MAYOR ATTEST: WALTER J. MAN, CITY CLERK ATTACHMENT SCONTAINED Cm OOMNIISSION MEETING OF DEC 2 3 1996 Resolution No. 96- 945 f PREPARED AND APPROVED BY: RA'F EL. 0. DIAZ DEPUTY CITY AT, RNEY APPROVED AS TO FORM AND CORRECTNESS: r _ 1 A. OUINN'JqW8, III CITY ATTO EY I W1399:csk:ROD r� I 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"), HAWKINS, DELAFIELD & 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 & FURIA, a professional association duly organized and validly existing under the laws of the State of Florida having offices at 2601 South Bayshore Drive, Suite 600, Miami, Florida 33133 (such partnership and professional association being collectively referred to hereinafter as "Special Counsel"). W-ITNESSETH WHEREAS, the City requires special legal advice relating to the City's legal obligations pursuant to Sections 218.501r218.504 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 the 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 15c2-12, federal tax compliance under the Internal Revenue Code, and future marketing, sale and issuance of debt obligations, all as described in the sgope of services set forth in the attached Exhibit A (collectively, the "Bond, Tax, and Disclosure Counsel Services"); and Mw%" 96- 945 5 r ,., WHEREAS, the Financial Emergency Services and Bond, Tax, and Disclosure Counsel Services of Special Counsel are beneficial 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 those Financial Emergency Services and Bond, Tax, 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 per hour for attorney services and $85per hour for paralegal'-�ervices. (a) 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, in total satisfaction for such services, fees in accordance with a blended hourly rate of $321.5-00 per hour for attorney services and $85.00 per hour for paralegal services. (c) The City further agrees to pay to Special Counsel its incidental out-of-pocket expenses incurred in connection with Financial Emergency Services and Bond, Tax, and Disclosure Counsel Services or otherwise incurred in connection with services renderedJoy Special Counsel at the request of the City including, but not limited to, travel expenses, telephone tolls, duplicating, postage, federal express, messengers, facsimile transmission, and computer financial analysis. Special Counsel shall provide the - City a written summary of such out-of-pocket expenses. ww%N 96- 945 (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 fifteen days. 4. This Agreement shall commence as of the 18th day of December, 1996 and shall continue in force on a month -to -month basis until, at the discretion of the City Manager, it shall be terminated with thirty (30) days written notice given to Special Counsel by the City Manager. Special Counsel may terminate this Agreement by giving sixty (60) days written notice to the City Manager. 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 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 this Agreement that it shall not discriminate against any person due to such person's race, color, creed, sex or national origin and that at all times it will abide by the applicable provisions of the laws of the State of Florida and local law. uw� 96-- 945 0 4 0 L 8. Any notices or communication required to be given by the terms of this Agreement shall be in writing and sent by registered or certified United States mail, postage prepaid, return receipt requested. Any such notice or communication shall 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 of delivery as indicated on the return receipt; and in the case of failure to deliver by reason 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 changed, modified, discharged or waived in whole or in part except by written instrument signed by Special Counsel and the City. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. CITY OF MIAMI By Edward Marquez, City Manager HAWKINS, DELAFIELD & WOOD By Partner HOLTZMAN, KRINZMAN, EQUELS & FURIA, P.A. By Director r' Wks 9f - 945 rA 0 EXHIBIT "A" Continuing Disclosure Services • 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; • 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; • assisting the City in determining the information and specific language to be included in (1) any disclosure -`� document prepared pursuant to continuing disclosure i' agreements, (2) any disclose document deemed necessary pursuant to the federal securities laws, and (3) any disclosure document prepared in connection with a new debt financing; • delivering 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; Federal Tax Compliance Services Under the direction and instructions of the City Manager, Special Counsel will review such of the City,s existing bond issues as designated to Special Counsel by the City Manager generallT for compliance with federal income tax laws applicable to the issuance of tax-exempt bonds under Section 103 of the Internal Revenue Code. Special Counsel will review such existing bond issues with a particular focus on the current compliance status of those bond issues under the arbitrage rules under Section 148. Special Counsel will provide a written report to the MAAAN f� 1' fib- 945 9 r 4 U City regarding the results of this review and make any appropriate recommendations to assure the tax-exempt status of the interest on such existing bond issues under Section 103 of the Internal Revenue Code. Special Counsel will perform arbitrage rebate calculations on an ongoing basis with respect to such City bond issues as designated to Special Counsel by the City Manager in accordance with applicable federal income tax rules under Section 148(f) of the Internal Revenue Code, as amended. The City will undertake to provide or cause to be provided to Special Counsel such data and. information as reasonably requested by Special Counsel from time to time to enable Special Counsel to perform the necessary arbitrage rebate calculations. For each such bond issue, Special Counsel we will render an opinion to the effect, based on customary assumptions and limitations, the arbitrage rebate calculations have been performed in accordance with applicable federal income tax rules. For arbitrage rebate computation services, Special Counsel will charge fees either pursuant to the general provisions of this Agreement, or in the alternative, pursuant to a specified fee schedule per bond issue or per specified arbitrage rebate computation services upon the review and approval by the City Manager. Bond Counsel Services our primary responsibility as Bond Counsel is to render opinions in connection with the issuance of obligations by the City which expresses our belief (i) that the obligations have been properly authorized and issued and are valid, (ii) that the essential sources of security for the obligations have been legally provided for and if necessary, (iii) that interest on the obligations is exempt from federal income taxation. A significant emphasis in discharging this responsibility is the preparation of a record sufficient to enable us to render this opinion. However, in the process of reaching the point at which we have prepared such a record, we are sometimes called upon to perform a number of related functions including: (1) participation with the City and its financial advisors in structuring the financing; (2) drafting of basic authorizing documents; 96- 945 WE Lew (3) assistance in drafting and review of legislation, regulations, agreements, forms and underlying documentation for the issue; (4) assistance in preparation of the official statement used in a public offering of the securities; (5) examination as to the accuracy and completeness of the official statement and consultation with the City as to legal and practical sufficiency for disclosure purposes; (6) preparation of documentation for the sale and delivery of the City's notes and bonds as required. (7) assistance in the negotiation of contracts. and other matters related to the offering and rendering of additional opinions as to specific matters; (8) administrative coordination of meetings, document printing and distribution and closing arrangements; and (9) consultation with the City, its accountants and attorneys, and others in implementation of the financial plan and servicing the obligations after completion of the transaction. We shall assemble a complete record of proceedings to which we would refer when rendering our written opinion that the obligations proposed to be issued by the City are valid and legally binding. Advice would include consultations with City officials and any others who may be involved in the various aspects czf the financial transactions, and the preparation of all relevant proceedings for action by the City Commission. The scope of our services as Bond, Tax and Disclosure• Counsel to the City would also include negotiations with City labor unions and other parties to contracts with the City, MW%N 96- 945 �� negotiations with bond insurers, bond holders, and rating agencies; contractural agreements with underwriters, credit enhancers, and other financing transaction parties, including, but not limited to preparation, drafting, negotiation and finalization of contractual covenants respecting security provisions with bondholders, budgetary requirements, cash flow and debt reserve fund provisions, identification of events of default and remedies available therefor; and rendering of approving and supplemental legal opinions for its debt obligation issues in order to maintain compliance with all Federal, State and local laws, rules and regulations, and litigation services requested in connection with any of the foregoing matters. Of necessity our services vary in scope depending on the talent and willingness to contribute of others involved in the financing. j 12