93-20952 Reso . ;. -f
RESOLUTION NO. 93-20952
A RESOLUTION OF THE MAYOR AND CITY COMMISSION
OF THE CITY OF MIAMI BEACH, FLORIDA, RATIFYING
THE RETENTION OF THE LAW FIRMS OF GREENBERG,
TRAURIG, HOFFMAN, LIPOFF, ROSEN & QUENTEL,
P.A. AND KUBICKI DRAPER, FOR THE PURPOSE OF
PROVIDING LEGAL SERVICES AS CO-BOND COUNSEL TO
THE MIAMI. BEACH REDEVELOPMENT AGENCY IN
CONNECTION WITH THE ISSUANCE OF MIAMI BEACH
REDEVELOPMENT AGENCY TAX INCREMENT REVENUE
BONDS IN AN AMOUNT NOT TO EXCEED $25,000,000.
WHEREAS, the Miami Beach Redevelopment Agency (the "Agency") ,
a public body created by the City of Miami Beach, Florida (the
"City") pursuant to Chapter 163, Part III, Florida Statutes, as
amended (the "Act") , intends to issue Tax Increment Revenue Bonds
in an amount not to exceed $25, 000,000J(the "Bonds") in accordance
with the provisions of the Act and a resolution to be adopted by
the Agency; and
WHEREAS, on November 4, 1993, at a special meeting of the City
Commission and the Agency, the Mayor and City Commission approved
Resolution No. 93-20951 , approving the issuance of the bonds after
having had the benefit of a public hearing for the purpose of
giving interested persons an opportunity to express their views on
the proposed issuance and the project to be financed with the
proceeds thereof, in accordance with Section 147 (f) of the Internal
Revenue Code of 1986, as amended (the "Code") ; and
WHEREAS, it is necessary for the Agency to be provided legal
services in connection with the above referenced bond issue, and,
the Agency wishes to retain the law firms of Greenberg, Traurig,
i
Hoffman, Lipoff, Rosen & Quentel, P.A. , and Kubicki Draper, in
accordance with the terms and conditions set forth in the attached
letters, dated October 28, 1993, and attached hereto and made a
'part hereof as Exhibits "A" & "B", respectively; and
WHEREAS, copies of the letters attached hereto as Exhibits "A"
and "B" have been forwarded to and reviewed and approved by the
Office of the City Attorney.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION that the Mayor and City Commission hereby ratifying the
retention of the law firms of Greenberg, Taurig, Hoffman, Lipoff,
1
Rosen & Quentel, P.A. and Kubicki Draper, for the purpose of
providing legal services as co-bond counsel to the Miami Beach
1
s.
Redevelopment Agency in connection with the issuance of Miami Beach
Redevelopment Agency Tax Increment Revenue bonds in an amount not
to exceed $25,000, 000.
PASSED and ADOPTED this 4th day of Novembe , 1993 .
YOR
ATTE''SJJT:
i1/4-0,A A E Brd\A --
CITY CLERK
FORM APP: .VED
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6REENBEA6•
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TRRURIS •
Luis REITER October 28, 1993 _ " _
co
305.579.0563 .J
r-^
Laurence Feingold, Esq. =_ ;
General Counsel b
Miami Beach Redevelopment Agency v1n
c/o City of Miami Beach
1700 Convention Center Drive o
Miami Beath, Florida 33139 rT
Re: $25, 000, 000 Miami Beach Redevelopment Agency
Tax Increment Revenue Bonds, Series 1993
Dear Mr. Feingold:
This letter sets forth our proposal to provide legal services
as co-bond counsel to the Miami Beach Redevelopment Agency in
connection with the above issue, upon the following terms and
conditions:
THE ENGAGEMENT
The engagement as co-bond counsel is for the purpose of repre-
senting the Miami Beach Redevelopment Agency in connection with the
above-referenced bond issue.
SCOPE OP SERVICES
Our services will include, but not be limited to, the follow-
ing:
A. Advising as to compliance of the transactions with appli-
cable law and pending or proposed revisions in the law, including
the Internal Revenue Code and U.S. Treasury Regulations promulgated
thereunder.
B. Advising as to procedures, required approvals and fil-
ings, schedule of events for timely issuance, potential cost-saving
techniques and other legal matters relative to issuance of the
bonds.
C. Attendance and participation in conferences of Agency and
• City of Miami Beach officials, representatives of the City's
Finance Director's office, the General Counsel and his staff and
GREENBERG.TRAURIG.HOFFMAN.LIPOFF.ROSEN&QUENTEL.P.A.
1221 BRICKELL AVENUE MIAMI.FLORIDA 33131 305.579.0500 FAX 305.579.0717
MIAMI FORT LAUDERDALE WEST PALM BEACH JACKSONVILLE TALLAHASSEE
EXHIBIT "A"
•
•
•
Laurence Feingold, Esq.
City of Miami Beach
October 28, 1993
Page 2
representatives of the selected underwriters, all as and when
requested.
D. Preparing resolutions or ordinances, and any amendments
thereto in order to authorize the issuance and sale of the bonds.
E. ...Preparing any toindentures, agreements or other nd review ots
f
necessary, related or incidental the financing,
documents and instruments prepared by others related to the financ-
ing.
F. Assisting in the preparation of the preliminary official
statement and the official statement and preparation of the award
resolution, any amendments thereto for the sale of the bonds, and
reviewing of the bond purchase agreement, including participation
in any modifications thereto as necessary.
G. Assisting in preparing, obtaining, delivering and collat-
ing all closing papers and documents necessary in connection with
the issuance and sale of the bonds, including but not limited to
certified copies (where appropriate) of all minutes, records of
proceedings, ordinances, resolutions and final judgments,
certificates such as officers, seal, incumbency, signature,
arbitrage certificate and other instruments; and verifications,
consents and opinions from accountants, engineers, special
consultants and attorneys, where applicable.
H. Supervision of the printing and delivery of the bonds, if
applicable.
I. Issuing of bond counsel opinions, in the customary
manner, as to the exclusion from gross income for federal income
tax purposes of interest on the bonds, as well as the issuing of
any other customary opinions normally delivered by bond counsel at
closing.
PEEK AND EXPENSES
It is recognized and agreed that a fair and reasonable fee to
us, as co-bond counsel, for completing this financing shall be
$40,000 assuming a fixed rate bond issue. In addition, to fees,
co-bond counsel will be entitled to reimbursement of certain out-
of-pocket expenses, including travel between Miami and New York (if
applicable) , attendant meals and lodging while out of Dade County,
GREENBERG TRAURIG
•
Laurence Feingold, Esq.,,
City of Miami Beach
October 28, 1993
Page 3
long-distance telephone, air express charges, and charges for
special deliveries; such expenses not to exceed $8,000.
We understand and agree that co-bond counsel's fees will be
paid to us only if and when the above-referenced bonds are issued.
If the foregoing arrangements meet with your approval, please '
so indicate by countersigning the enclosed letter where indicated
and returning an executed copy to us for our records. As always,
we look forward to working with you.
Sinc ely,
•
• - 1
Luis Reiter
The foregoing arrangements are approved.
MIAMI BEACH REDEVELOPMENT AGENCY
By:
LAURENCE FEINGOLD, GENERAL COUNSEL
Date:
cc: Mr. Robert Nachlinger, Finance
Director
S IYoa%IwunUlnI�o
GREENBERG TRAURIG
KUBICKI DRAPER
ATTORNEYS
SU.TC I100.UNITED NATIONAL TOWER PENTHOUSE, CITY NATIONAL BANK BUILDING SUITE moo
ONE EAST•wOwARO•OUIE�wRO
16411 PALM BEACH LAKES SOUI.CVARD 25 WEST rLAGLER STREET k FORE ELAST RO WA O O ULR 33301
WEST PALM REACH.rLORIoA 33401 MIAMI. FLORIDA 33130-1712 3OS.7.0 OOII
407.6.40.0303 305' .374.1212 FAX 7611.05141.001
FAX 640•0324 FAX 374.764a
JAMES T.ARMSTRONG DANIEL DRAPER.JR. ELWOOD T. LIPPINCOTT,JR. JANE C. RANKIN CHARLES H.WATKINS
WILLIAM J. BOSCH DONALO J. FANN MANUEL A. MESA COLLEEN RICCI ROSENBLUM HAROLD WEST
ROBERT F. BOUCHARO ANGELA C. FLOWERS DENNIS J• MURPHY MICHAEL J. ROTUNDO MEG A.WITTMER
J. BOWEL, BROWN BETSY E.GALLAGHER PETER N. MURPHY STEPHEN W.SCHWCO JOHN W.WYLIE
ROGER?•. BROWN. III VIRGINIA CASLEY JOHNSON CHARLES MUSTELL CAROL A. SCOTT
ANDREA NATALE JOSEPH J.KALBAC.JR. HUBERT
MScMILLAI NL.[Y M CHAEL S.$MITHN J. FRANK BRAOLETeREY L. T(ID26• !�fi0)
ROBERT J.COUSINS DAVID L. KAPLAN
ROLANDO A. OIAS DAVID KNIGHT KENNETH M.OLIVER PETER J.VAN DYKE
GARY S. DICKSTCIN GEORGIE F. KNOII DAVID S. PAKULA MARTIN VAN HAASTERCN
SUZANNE A. OOCF.ERTY GENE KUBICRI ANTHONY L. PIETROFESA BECKY L.WATFORD
• October 28, 1993
w
-t u�
i J
Laurence Feingold, Esquire
General Counsel
Miami Beach Redevelopment Agency • f
do City of Miami Beach
1700 Convention Center Drive CI
Miami Beach, Florida 33139 r•=
Re: $25,000,000 Miami Beach Redevelopment Agency
Tax Increment Revenue Bonds, Series 1993
Dear Feingold:
This letter sets forth our proposal to provide legal services as co-bond counsel to the
Miami Beach Redevelopment Agency in connection with the above issue, upon the following
terms and conditions:
THE ENGAGEMENT
The engagement as co-bond counsel is for the purpose of representing the Miami Beach
Redevelopment Agency in connection with the above-referenced bond issue.
SCOPE OF SERVICES
Our services will include, but not be limited to, the following:
a. Advising as to compliance of the transactions with applicable law and pending or
proposed revisions in the law, including the Internal Revenue Code and U.S. Treasury
Regulations promulgated thereunder.
EXHIBIT "B"
Laurence Feingold, Esquire
General Counsel
Miami Beach Redevelopment Agency
October 28, 1993
Page -2-
b. Advising as to procedures, required approvals and filings, schedule of events for
timely issuance, potential cost-saving techniques and other legal matters relative to issuance of
the bonds.
c. Attendance and participation in conferences of Agency and City of Miami Beach
officials, representatives of the City's Finance Director's office, the General Counsel and his
staff and representatives of the selected underwriters, all as and when requested.
d. Preparing resolutions or ordinances, and any amendments thereto in order to
authorize the issuance and sale of the bonds.
e. Preparing any indentures, agreements or other documents necessary, related or
incidental to the financing, and review of documents and instruments prepared by others related
to the financing.
f. Assisting in the preparation of the Preliminary Official Statement and the Official
Statement and preparation of the award resolution, any amendments thereto for the sale of the
bonds, and reviewing of the bond purchase agreement, including participation in any
modifications thereto as necessary.
g. Assisting in preparing, obtaining, delivering and collating all closing papers and
documents necessary in connection with the issuance and sale of the bonds, including but not
limited to certified copies(where appropriate)of all minutes, records of proceedings,ordinances,
resolutions and final judgments, certificates such as officers, seal, incumbency, signature,
arbitrage certificate and other instruments; and verifications, consents and opinions from
accountants, engineers, special consultants and attorneys, where applicable.
h. Supervision of the printing and delivery of the bonds, if applicable.
i. Issuing of bond counsel opinions, in the customary manner, as to the exclusion
from gross income for federal income tax purposes of interest on the bonds, as well as the
issuing of any other customary opinions normally delivered by bond counsel at closing.
FEES AND EXPENSES
It is recognized and agreed that a fair and reasonable fee to us, as co-bond counsel, for
completing this financing shall be$12,000 assuming a fixed rate bond issue. In addition, to fees,
co-bond counsel will be entitled to reimbursement of certain out-of-pocket expenses, including
KUSICKI ORAPER • 25 WEST FLAGLER STREET • MIAMI, FL 33130 • TEL. 305-374-1212
•
•
Laurence Feingold, Esquire
General Counsel •
Miami Beach Redevelopment Agency
October 28, 1993
Page -3-
travel between Miami and New York (if applicable), attendant meals and lodging while out of
Dade County, long-distance telephone, air express charges, and charges for special deliveries;
such expenses not to exceed $2,000.
We understand and agree that co-bond counsel's fees will be paid to us only if and when
the above-referenced bonds are issued.
If the foregoing arrangements meet with your approval, please so indicate by
countersigning the enclosed letter where indicated and returning an executed copy to us for our
records. As always, we look forward to working with you.
Sincerely,
KUBICKI DRAPER
DLKJyas
Enclosure
The foregoing arrangements are approved.
MIAMI BEACH REDEVELOPMENT AGENCY
By:
Laurence Feingold, General Counsel
Date:
cc: Mr. Robert Nachlinger,
Finance Director
KUOIGKI ("RAPER • 23 WEST rLAGLER STREET • MIAMI. rL 33130 • TEL. 305-374-I2I2