HomeMy WebLinkAboutR-80-069830
RESOLUTION NO.
A RESOLUTION AUTHORIZING THE CITY MANAGER TO PAY
THE AMOUNT OF $294,039.10 TO THE FIRM OF BROWN,
WOOD, IVEY, MITCHELL & PETTY FOR LEGAL SERVICES
PROVIDED TO THE CITY IN CONJUNCTION WITH BOND
ISSUE FOR THE CITY OF MIAMI/UNIVERSITY OF MIAMI
JAMES L. KNIGHT INTERNATIONAL CENTER COVERING
THE 7.
"SUP 6-" O, ��i 1',�, 1980TIME ANDPERIEND�NGFROM WITHMTHEOSUCCESSFUL1978 TOASALE TOF
3 + ; ~� n, SAID BONDS WITH FUNDS FOR SAID PAYMENT BEING
O_�� -J IV i �•.. � ' ! Y �� AVAILABLE FROM THE BOND ISSUE PROCEEDS.
WHEREAS, the City retained the firm of Brown, Wood, Ivey,
Mitchell & Petty as bond counsel for the City of tliami/University
of Miami James L. Knight International Center; and
WHEREAS, these services required numerous and protracted
meetings and negotiations; and
WHEREAS, the bond issue required validation through the
Florida Supreme Court; and
WHEREAS, the negotiations were successfully completed on
August 7th, 1980, with the delivery of the check to the City of
Miami;
NOW, THEREFORE, BE IT RESOLVED BY THE COMMMISSION OF T
"DOCUMENT iH� -X
CITY OF MIAMI, FLORIDA:
IT�M N0. 91
Section 1. The City Manager is authorize to pay to 'the
firm of Brown, Wood, Ivey, Mitchell & Petty the sum of $294,039.10
as complete and full compensation for exemplary legal services
provided in conjunction with the bond issue for the City of Miami/
University of Miami James L. Knight International Center, covering
the time period from May, 1978, to August 7, 1980, and ending with
the successful sale of said bonds, with funds for said payment
being available from the bond issue proceeds.
PASSED AND ADOPTED this _?5 day of �SEPTEMUR 1980.
ATTEST:
� ) PC:
ALPH ONGIE, CITY GLEOV
PREPARED AND APPROVED BY:
RO RT F.
ASSISTANT CITY ATTORNEY
—_ MORICC-`ER7
M A Y 0 R
A° TO
C I TY 9TTORNEF '
CORRECTNESS:
80-698
M. -711MU—
yii i .'�►�,1►�J»i'irl'1i7�s'I� �.
-BROWN, WOOD, IVEY, MITCHELL OP Pr- VTY ��►
/
ONE LIEiERTY PLAZA, NEW IW PORK, N.Y. 0006
i
212-349-7500
OUNOARS APERANS PETER J.MICHEL BAN /RANCISCO DI/ICE
JOSEPH W. ARMBRUST, JR. HENRY /. MINNEROP TELEX. 121324 ALCOA BUILDING
GEOROL B. COYLE ROBERT L, MITCHELL ONE MARITIME pU>!A
C. MICHAEL BRADLEY JOHN H. NEWMAN CABLE ADDRESS: BROWOOOLAW 9AN / E MAwCC, CALIF.ABAlll
WILLIAM C: CARTER RICHARD S. PETTY
WILLIAM R. CARt CR PAUL C. PRINGLE TCLECOPIER: 212.349.7518 TCLEpHON CI 4I5•008•39020
RICHARD CONWAY CASEY JOHN A. OUISCNBCRRY
►HILIP W. CLARK A. /RANCIS ROBINSON, JP PAMPA OFFICE
KCNNEtN T. COTE RICHARD D RUDDER
THOMAS O. CREAN CHARLES J. SANDERS BARNCYT BANN BUILDING
HOWARD O. GODWIN, JR. HOMER O. SCHAA► 1000 ASHLCY ORIVC
JOSEPH OUANDOLO NORMAN O.SLONAKCR TAMPA, FLORIDA J�BO!
ROGER J. HAWKE THOMAS R. SMITH,JR.
J.000RTHEY IVEY COWARD P. TOLLCY,JR TCLCPHONCI BI3•/23•9600 /
CHARLES J. JOHNSON, JR. LAWRENCE C.TONOCL ' tELCCOPICR: BIG •112Yf1662 F�
RALPM L.JONCS MICHAEL VOLOSTAD
OEOROC R. LASHNITS S -DOWICK A WARD
/.Lee LI EBOLT, JR. IIAREL WESTERLINO
DAMES K. MANNING HOWARD W.WHITAKCR, JR.
JAM CS B. MAY HENRY C.WILLIAMS,JR.•
WALTER O. MCN GILL MICHAEL O. WOLFSON
•AOMI"tO IN FLORIDA ONLY -
August 27, 1980
Mr. Joseph R. Grassie
City Manager
3500 Pan American Drive
Post Office Box 708
Miami, Florida 33133
Re: Invoices for Legal Services -
Convention Center and Parking
Garage Project
Dear Joe:
We enclose our invoices for legal services rendered
in connection with the financing and construction of the
Convention Center and Parking Garage Project of the City of
Miami. The accounting records show that the services com-
menced in early May, 1978 and have extended to date and
involved a total of 33 of our lawyers who from time to time
performed legal services respecting the Project. As of
August 5, 1980, the actual total charges for the legal services
amounted to $446,417.10 and the total disbursements which
cover out-of-to,,in travel and living expenses, long distance
telephone calls, air freight, postage, photocopying, and
other out-of-pocket disbursements amount to $62,598.03. Such
time charges and disbursements have been increased :since
August 5. As you will note, the invoices reflect a substan-
tial reduction in the charges actually incurred.
SUPPORTNE
DOCU M ENIS
FOLLOW" 8 0- G 9 8
N
Mr. Joseph R. Grassie
-2-
11\
August 27, 1980
We trust .that the invoices we have submitted to
you are acceptable to you. If you should have any questions
regarding any of the invoices, please feel free to communi-
cate with us. We feel privileged that we had the opportunity
of participating in such an outstanding and significant
public improvement and working with a fine and able group
of public officials.
JG/jlc
Encls.
Sincerely,
"NIO
•' ep & 2do
«� e Moo - tuff.71
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IN
The City of Miami, Florida
.............. M�,�m. ,,....F I.Q.rida..........................................
To BROWN, WOOD, IVEY, MITCHELL & PETTY, Dr.
ONE LIBERTY PLAZA. NEW YORK 10006
To professional services rendered from mid-1978
to date in connection with the authorization
of an issue of $60,000,000 principal amount
of bonds of The City of Miami for financing
the construction of the Convention Center
and the Parking Garage, with a connecting
walkway and appurtenances, including, among
others:
numerous conferences and meetings in Miami
and New York City and many discussions and
telephone conferences with officers and
attorneys of the City, the underwriters and
others respecting the security and the
description and other features of the bonds
to be issued;
examination of the State Constitution,
State law, the City Charter and court
opinions respecting revenue bonds, and
the preparation of legal memoranda,
opinions, letters and other documents
pertaining to the legal aspects of the
bonds to be issued;
preparation of a bond ordinance and reso-
lutions and eamination of such ordinance
and resolutions as adopted by the City
Commission on September 13, 1979 approving
and authorizing the issuance of $60,000,000
principal amount of Convention Center and
Parking Garage Revenue Bonds of the City of
Miami, approving the Trust Indenture and
the filing of validation proceedings;
80-698
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August 27, 1980
The City of Miami, Florida
...............Miami►...r'loxida..................,.......,..............
To BROWN, WOOD, IVEY, MITCHELL & PETTY, Dr.
ONE LIBERTY PLAZA. NEW YoRK 10008
preparation of,the Trust Indenture, for
validation purposes, and thereafter pre-
paration of many drafts of the Trust
Indenture by reason of changes in financing
plans and preparation of the final Trust
Indenture as finally executed, between.
the City and the Trustee thereunder;
examination, for the purpose of the bond
issue, of the security provided under the
lease between the City and the University
of Miami, the lease between the City and
the Developer of the Hotel and the
lease between the City and the Developer
of the Trade Center, and reviewing such
leases for the purpose of determining
their validity and enforceability;
participation in conferences and discus-
sions respecting the preparation and
revision of the various drafts of the
official statement of the City pertaining
to such bonds and approval, as to legal
matters, of the Preliminary Official
Statement and the final Official State-
ment;
examination of the Purchase Contract
submitted by the underwriters to the
City;
preparation of various resolutions for
adoption on the date of the sale of the
bonds, including a resolution authorizing
the issuance of the bonds, the execution
and delivery of tlic `trust Indenture, the
designation of the trustee and the
depositary, the resolution ratifying the
authorization of the negotiated sale of
the bonds, the resolution approving the
Purchase Contract and authorizing the
award of the bonds and the appointment
of the paying agents;
-2-
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J! JrTIVL
U J V rt E N iS
FOLLOW
,:ITY OF MIAMI. F L-ORIDA
iN,re;z•OFFICE Mr:.?Y10RAiN1)UM
SEP Il PH 2: I
r, Richard L. Fosmoen :::,ri:: September 17, 1980 «�
City Manager
f' ! A JAL Bond Counsel Fee
Vincent E. Grimm, Jr._,- ti
;
?�ssisant City` Mana er
C.- g evc�o;urF:s 2
The firm of Brown, Wood, Ivey, Mitchell & Petty has been working
with the City since early in 1978 to help us bring to a success-
ful conclusion the sale of revenue bonds for, -the Convention
Center and Parking Garage. The sale was successfully accomplished
on August 7th of this year.
It is now the City's responsibility to pay for the services ren-
dered by our bond counsel. As you can see from the attached
letter from Mr. Guandolo, the total charges involving expenses
by Mr. Guandolo's firm amounted to $509,015.13. The actual bill
submitted to the City for payment totals $294,039.10. Not only
did the City receive exemplary professional services, but an
extremely substantial discount.
A resolution has been prepared which authorizes you to pay this
bill. Funds are available from the Bond Issue.
VEG/h
cc: City Attorney
C. Garcia, Dir., Finance Dept.
A. Pours, Project Manager
1SC1p"',C:�"'�
VE
ft LA, C))WJJ
SU-698
zuqus.t........................
The City of Miami, Florida
I�? ami,...I'lor cla ............................... ........
To BROWN, WOOD, IVEY, MITCHELL b PETTY, Dr.
ONE LtvERTV PLAZA, NEW YORK 10006
examination of,'and recommendation of
revisions in, the feasibility report
of Laventhal & Horvath;
consideration of legal effect of pledge
of revenues for the Watson Island bonds,
discussions thereof and preparation of
resolution to eliminate pledge;
arrangements for the printing of the execu-
tion copies of the Trust Indenture and
for the printing of the conformed copies
of the Trust Indenture and the distribu-
tion of the execution and conformed copies
of the Trust Indenture;
arrangements for the printing of the coupon
and the registered bonds, preparation of
the manuscript for the printing of the
bonds, examination of the various proofs
of the bonds, including coupons, panels
and endorsements thereon, the schedules
of maturities and interest rates and
other matters, and the approval of the
final proofs of the coupon and registered
bonds, and examination of an e.-ccuted coupon
bond;
preparation of a memorandum of legal papers
and forms of transcript and closing docu-
ments listed therein;
examination of cortifa.ed transcripts of
the proceedings of the City C:olllmission
and proceeding n of other r:,nLi.tio5 in
connection a�i.th tllc: authorization and
issuance of tile bonds and the approval
and exccut•ion of the various leases and
approval of other instruments;
-3-
41SUPPORTIV
CUMENTS
FOLLOW??
0
,27, 1980 ........................
The City,,,August
o£ Miami, Florida
Miami.!... Florida .........................................
To BROWN, WOOD, IVEY, MITCHELL & PETTY, Dr.
ONE LIBERTY PLAZA. NEW YORK 10006
examination of the City's application
for bond insurance and the policy of
insurance as executed by MBIA;
preparation of forms of numerous certifi-
cates, statements and opinions and
examination of executed certificates,
statements and opinions included as
transcript and closing documents;
making arrangements for the signing and
delivery of the bonds and for the payment
thereof;
rendering our unqualified approving
legal opinion on the bonds issued in the
total principal amount of $60,000,000. .$
145,000.00
Disbursements;
Long-distance telephone, telecopy,
etc .. . . . . . . . . . . . . . . . . $ 556.35
Travel to 14iami;
Living Expenses. . . . . . . . . . $6,986.47
Transportation. . . . . . . . . $7,247.71
Postage and Photocopy. . .$8,085.28
Air freight and courier. . . . . . . .$3,048.2,1
Extraordinary secretarial and
Vydec overtime. . . . . . . • . . . . $3,268.91
Total Disbursements. . . . . .$
29,192.93
Total. . . . . . . . . . . . . $
174,192.93
1.92.93
?jam^ 4..^(5��°!
4 -4-
I
....kmAq �...2 ?.�...19 �.0...........,
The City of Miami, Florida """"'"'
Miami, Florida
To BROWN, WOOD, IVEY, MITCHELL & PETTY, Dr.
ONE UDERTY PLAZA. NEW YORK 10006
To professional services rendered in connection
with the validation of $60,000,000 principal
amount of City of Miami Convention Center and
Parking Garage Revenue Bonds, including, among
others, the following services:
legal research and preparation of legal
memoranda respecting issues pertaining to
bonds to be submitted in the validation of
the bonds;
conferences and meetings with local counsel
of the City of Miami for determination
of the legal issues to be submitted to the
Florida courts for adjudication;
preparation of validation proceedings,
including complaint for validation, notice
and order to show cause, acknowledgement
of service by State Attorney, publication
of notice and order to show cause, answer
of State Attorney, legal memoranda and
briefs for the Circuit Court, examination
of witnesses in the Circuit Court and the
introduction of various e::hibi.ts;
Preparation of form of; judgment of: the
Circuit Court;
review of judgment of thu, Circuit Court,
entered October r. 22, 1070, validating the
bonds;
notice of Appeal to t:hr_ Supreme Court of
Florida;
P"r)nTIVE
D(')k-"U I EN 1 S'
r FOLLOW
80-698
..._.._.__..___._..______....._...._r..,.._.........--.,...............................m........o�nr...�.....w...�,..�.w.rwnn.r.. mn.a.n......� ...,,..,.........,...._.........-.............,..»....,,....,....,..,,.r.,,.....,,�...,.�,,,,,,,, r
....kmAq �...2 ?.�...19 �.0...........,
The City of Miami, Florida """"'"'
Miami, Florida
To BROWN, WOOD, IVEY, MITCHELL & PETTY, Dr.
ONE UDERTY PLAZA. NEW YORK 10006
To professional services rendered in connection
with the validation of $60,000,000 principal
amount of City of Miami Convention Center and
Parking Garage Revenue Bonds, including, among
others, the following services:
legal research and preparation of legal
memoranda respecting issues pertaining to
bonds to be submitted in the validation of
the bonds;
conferences and meetings with local counsel
of the City of Miami for determination
of the legal issues to be submitted to the
Florida courts for adjudication;
preparation of validation proceedings,
including complaint for validation, notice
and order to show cause, acknowledgement
of service by State Attorney, publication
of notice and order to show cause, answer
of State Attorney, legal memoranda and
briefs for the Circuit Court, examination
of witnesses in the Circuit Court and the
introduction of various e::hibi.ts;
Preparation of form of; judgment of: the
Circuit Court;
review of judgment of thu, Circuit Court,
entered October r. 22, 1070, validating the
bonds;
notice of Appeal to t:hr_ Supreme Court of
Florida;
P"r)nTIVE
D(')k-"U I EN 1 S'
r FOLLOW
80-698
..._.._.__..___._..______....._...._r..,.._.........--.,...............................m........o�nr...�.....w...�,..�.w.rwnn.r.. mn.a.n......� ...,,..,.........,...._.........-.............,..»....,,....,....,..,,.r.,,.....,,�...,.�,,,,,,,, r
i
August.2,7, 1980
The City of Miami, Florida """" ..
..............Miami....Florida.........................................
To BROWN, WOOD, 1VEY, MITCHELL & PETTY, Dr,
ONE LIBERTY PLAZA. NEW YORK 10006
preparation of,memoranda and briefs for the
Supreme Court; and
review of judgment of the Supreme Court. .$ 48,000.00
Disbursements:
Travel, lodging and meals; long-distance
telephone calls, photocopy and postage,
air courier and other out-of-pocket
expenses. $ 6,446,17
Total. . . $ 54,446.17
�i+_"i li.-JiATIVE
DO' CU VI L„f V 1 s -2-
,, FOLLOW"
_ _..___ ....,M��.__...�......ww...... �...ro..a......._..�....__ ...__.._.___�...- _
f
l .
i
o....
The City of Miami, Florida
............... Miami,, ... Flo, ida
.......... ......................................
To BROWN, WOOD, IVEY, MITCHELL & PETTY, Dr.
ONE LIBERTY PLAZA. NEW YORK 10006
preparation of•memoranda and briefs for the
Supreme Court; and
review of judgment of the Supreme Court. . . .$ 48,000.00
Disbursements:
Travel, lodging and meals; long-distance
telephone calls, photocopy and postage,
air courier and other out-of-pocket
expenses. . . . . . . . . . . . . . . . . $ 6, 446. 17
Total. . . $ 54,446.17
. SI.PPORTIVE
UOULJIVIENTS
{r FOLLOW"
-2-
-. iSk117 trc.+::ticw't4:��:�ft��t«r_axe�'TTR. _7i"-4ur� •;
I '
M I•
........................
The City of Miami, Florida
Miami, Florida
To BROWN, WOOD, IVEY, MITCHELL $ PETTY, Dr. r
ONE UUtRTY PLAZA, NEW YORK t0006
To professional services rendered in connection
with the validation of $60,000,000 principal
amount of City of Miami Convention Center and
Parking Garage Revenue Bonds, including, among
others, the following services:
legal research and preparation of legal
memoranda respecting issues pertaining to
bonds to be submitted in the validation of
the bonds;
conferences and meetings with local counsel
of the City of Miami for determination
of the legal issues to be submitted to the
Florida courts for adjudication;
preparation of validation proceedings,
including complaint for validation, notice
and order to sho�;1 cause, acknowledgement
of service by State Attorney, publication
of notice and order to show cause, answer
of State Attorney, legal memoranda and
briefs for the Circuit Court, examination
of witnesses in the Circuit Court and the
introduction of various; e:;hibits;
preparation of form of judgmont of: the
Circuit Court;
reviCld of judgment of t1lQ CirCLI.Lt Court,
cntar.ed October. 22, 1979, valiclating the
bonds, -
Notice of Appeal to the Supr011lQ C OUr t of
Florida;
D0" U M E.11TS
FOLLOW"
80-698
n
Augus 27,, 1980
The City of Miami, Florida
Aliam •,.•.Florida......••,,
To BROWN, WOOD, IVEY, MITCHELL & PETTY, Dr;
ONE UUEFTY PLAZA. NEW YoRK 1oO06
To professional services, rendered from mid-1978
to date, in conn6ction with legal instruments
and other documents involved in the
construction of the Convention Center and
the Parking Garage and in the leasing of the
air rights in, over and about the Convention
Center and the Parking Garage and other;legal
services not within the purview of the
services otherwise billed, including, among
others, the following services:
participation in many conferences and
meetings in Miami and New York City
discussing the amendment of the Lease
and Agreement for Private Development~,
dated April 20, 1978, as amended, the
revisions of the Lease and Agreement
for Development as finally executed as
of September 13, 1979, the revisions
of the First Supplement thereto, dated
July 1, 1980, the Lease Agreement
between the City and Dade Savings and
Loan Association and the revisions
thereof, the turnkey contract for the
construction of the parking garage and
the revisions thereof, the UDAG Agree-
ment and other legal instruments and
Problems;
review of said legal instruments, as
counsel for the City and, in that
capacity, suggested revisions anci at:hor
changcs deemed necessary or dcsii:ablc to «�
effectuate the Pnii:poses and l)e:�t inL•crests ���������
of the City;
DOCUMENTS
FOLLOWYY
86-698
The City of Miami, Florida
............... Aliaii.1 ,.Florida..., .................. ............. I......
To BROWN, WOOD, IVEY, MITCHELL & PETTY, Dr,
ONE UurnTy PLAZA. NEW YORK 10006
To professional services, rendered from mid-1972
to date, in connection with legal instruments
and other documents involved in the
construction of the Convention Center and
the Parking Garage and in the leasing of the
air rights in, over and about the Convention
Center and the Parking Garage and othcr','legal
services not within the purview of the
services otherwise billed, including, among
others, the following services:
participation in many conferences and
meetings in Miami and New York City
discussing the amendment of the Lease
and Agreement for Private Development,
dated April 20, 1978, as amended, the
revisions of the Lease and Agreement
for Development as finally executed as
of September 13, 1979, the revisions
of the First Supplement thereto, dated
July 1, 1930, the Lease Agreement
between the City and Dade Savings and
Loan Association and the revisions
thereof, the turnkey contract for the
construction of the parking garage and
the revisions thereof, the UDAG Agree-
ment and other legal instruments and
problems;
review of said leclal. 1.11strunlent•.s, as
couil.;e1 for the City and, in that
capacity, suggested revisions and. other.
Chan<jcs deamc-d nacessaxy Or desirable to
effectuaL•c the purposes al"Ll host inLeresLs
of the City;
11SUPOOR Five
D
FOLLOW,
i
•.w�aw!'!yCk'`-'eyJ.Y_„y�'.s�...tmfn<� _ -_ __ —_ —_ — _.. _--�'„��1 �
e
, r
AuguS.ti.. Z7.'..,Ig,80................
The City of Miami, Florida
Miami.!... Florida .........................................
To BROWN, WOOD, IVEY, MITCHELL & PETTY, Dr.
ONE UnEATY PLAZA. NEW Yonk 10006
examination of,constitutional, statutory
and charter provisions and case law,
respecting various provisions in the
legal instruments reviewed and the
preparation of legal memoranda thereon,
required for the proper legal revie%4'•;
of such legal instruments and
suggested revisions;
drafting substitute provisions for such
legal instruments deemed necessary or
desirable;
participating in intra-office confer-
ences among the partners and associates
to discuss various legal problems
involved and to reach an acceptable
legal solution;
preparatin of memoranda and letters
involving the UDAG Agreement and the
obtaining of extensions of time thereof;
review of commitments, contracts and
other documents pertaining to the
construction loan and the permanent;
loan for the tiotel and participating
in conferences thereof;
review of many drafts of said Turnkey
Contract and preparation of suggested
revisions thereof;
consideration of the legal questions
respecting the many changes of sub-
stance in the Lease and Agr.cement for
Development submitted to the courts ��`'�''3f r"yt.'y°•�{�p-.
in the validation proceedings,
including the change in the payment
of Additional Rent and the interpreta-
tion of "operating expensr.s of the 1'' 9 "yVV;,
Developer", and the preparation of ~ �L! U
legal memoranda thereon;
-2-
i
r�
� ... August...27.e...�.98.�.
The City of Miami, Florida .......................
Miami, .. Florida ........................................
To BROWN, WOOD, IVEY, MITCHELL 81 PETTY, Dr,
ONE LIBERTY PLAZA. NEW YoPK 10006
consideration pf legal problems
involving the interest in certain
land parcels acquired by the City
and its adequacy for title insurance
purposes;
consideration of the legal problem
respecting the deferral of payment by
the Hotel Developer for certain support
rights;
consideration of the legal aspects of
the numerous amendments of the -Lease
and Agreement for Development demanded
by the construction and permanent
lenders for the Hotel, and participation
in conferences thereof;
performance of other miscellaneous
legal services not within the purview,
generally, of bond counsel's services. $ 52,000
Disbursements:
Travel, lodging and meals; long-distance
telephone calls, photocopy and postage,
air courier and other out-of-pocket
expenses . . . . . . . . . . . . . . . . . . . . . $ 12,400
Total . . $ 64,400
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