98-22905 RESO
RESOLUTION NO. 98-22905
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE
CITY OF MIAMI BEACH, WAIVING CERTAIN POTENTIAL CONFLICTS
OF INTEREST IN CONNECTION WITH THE ENGAGEMENT BY THE
CITY ATTORNEY OF THE FIRM OF SQUIRE, SANDERS & DEMPSEY
L.L.P. TO RENDER A TAX OPINION WITH REGARD TO THE CITY'S
LOAN FROM FLORIDA POWER AND LIGHT COMPANY; WAIVING ANY
CONFLICTS OF INTEREST WITH REGARD TO THE FIRM OF STEEL
HECTOR & DAVIS LLP REPRESENTING FLORIDA POWER AND LIGHT
COMPANY IN CONNECTION WITH SAID TRANSACTION; AND
PROVIDING AN EFFECTIVE DATE.
WHEREAS, the Mayor and City Commission approved Resolution No. 98-22891 on
September 9, 1998, which Resolution, among other things, granted an easement to Florida Power
& Light Company ("FPL"), for the undergrounding of an electric transmission line, authorized the
City to pay certain costs in connection therewith, and to borrow money from FPL for such purpose
(the "FPL Loan"); and
WHEREAS, in order to complete the documentation for the FPL Loan, the City Attorney
has engaged the firm of Squire Sanders & Dempsey, LLP ("Squire Sanders") to render an opinion
that the interest on the FPL Loan will not be included in the gross income of FPL; and
WHEREAS, Squire Sanders represents FPL in transactions which are not related to the FPL
Loan; and
WHEREAS, FPL has engaged the firm of Steel Hector & Davis LLP ("Steel Hector"), to
represent it in connection with the FPL Loan; and
WHEREAS, Steel Hector represents the City in certain litigation and transactions unrelated
to the FPL Loan; and
WHEREAS, it is necessary, desirable and in the best interests of the City to waive any
conflicts of interest so that Squire Sanders may represent the City in connection with the FPL Loan
and Steel Hector may represent FPL in connection with said transaction.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND THE CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, AS FOLLOWS:
Section 1.
The City hereby waives any conflicts of interest that Squire Sanders may have in
connection with its representation of the City with regard to the FPL Loan.
Section 2.
The City hereby waives any conflicts of interest that Steel Hector may have in
connection with its representation of FPL with regard to the FPL Loan.
Section 3.
This Resolution shall take effect immediately upon its adoption.
PASSED and ADOPTED this 23rd day of September , 1998.
11u
MA YOR
ATTEST:
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CITY CLERK
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
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:;ITY OF MIAMI BEACH
:ITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139
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COMMISSION MEMORANDUM NO. ~~
TO:
Mayor Neisen Kasdin and
Members of the City Commission
Murray H. Dubbin) /A I Jj AA I ()j~
City Attorney / l)IJ rJWVV'.
DATE: September 23.1998
FROM:
SUBJECT:
RESOLUTION WAIVING CERTAIN POTENTIAL CONFLICTS OF
INTEREST IN CONNECTION WITH THE ENGAGEMENT BY THE CITY
ATTORNEY OF THE FIRM OF SQUIRE SANDERS & DEMPSEY LLP TO
RENDER A TAX OPINION WITH REGARD TO THE CITY'S LOAN FROM
FLORIDA POWER AND LIGHT; AND WAIVING ANY CONFLICTS OF
INTEREST WITH REGARD TO THE FIRM OF STEEL HECTOR & DAVIS,
LLP REPRESENTING FLORIDA POWER AND LIGHT COMPANY IN
CONNECTION WITH SAID TRANSACTION.
CITY ATTORNEY'S RECOMMENDATION
Approve the Resolution
BACKGROUND
On September 9, 1998, the Mayor and City Commission approved Resolution No. 98-22891
which, among other things, granted an easement to Florida Power & Light Company ("FPL"), for
the undergrounding of an electric transmission line, authorized the City to pay certain costs in
connection therewith, and to borrow money from FPL for such purpose (the "FPL Loan"). In order
to complete the documentation for the FPL Loan, the City Attorney has engaged the firm of Squire
Sanders & Dempsey, LLP ("Squire Sanders") to render an opinion that the interest on the FPL Loan
will not be included in the gross income of FPL; and FPL has engaged the firm of Steel Hector &
Davis, LLP ("Steel Hector"), to represent it in connection with the FPL Loan. Since Squire Sanders
represents FPL in transactions unrelated to the City's transaction with FPL, and Steel Hector
represents the City in the Portofino matter and other matters unrelated to the FPL Loan, it was
necessary for both law firms and the Office of the City Attorney to review the roles of each firm and
the nature of the transaction to assure that there are no actual or potential conflicts of interest in the
roles these firms have in the FPL transaction.
ANALYSIS
While no actual or potential conflicts of interest have been found in our review, it would in
the best interest of the City to formally waive any perception of conflict which may arise in the
course of the transaction.
AGENDA ITEM
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CONCLUSION
No actual or potential conflicts of interest have been found that would precluded participation
by either Squire Sanders or Steel Hector in this transaction, however, it is in the best interest of the
City that any conflicts of interest be formally waived in order to assure continuity of legal
representation for the City and FPL until the transaction has been completed.
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