141-93 RDA
RESOLUTION NO.
141-93
A RESOLUTION OF THE CHAIRMAN AND MEMBERS OF
THE CITY OF MIAMI BEACH REDEVELOPMENT AGENCY,
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 $25,000,000 (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,
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 CHAIRMAN AND
MEMBERS OF THE CITY OF MIAMI BEACH REDEVELOPMENT AGENCY that they
hereby ratify 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.
PASSED and ADOPTED this
day of
~lJ ~'~0'Mr-
SECRETARY
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FORM APPROVED
REDEVELOPMENT AGENCY .
GENERAL COUNSEL '>c /
By , (U<-Jl~t (,-i @-/<<J
Date I J / / / ?J .;>
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LUIS REm:R
305.579.0563
October 28, 1993
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Laurence Feingold, Esq.
General Counsel
Miami Beach Redevelopment Agency
c/o city of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
Re: $25,000,000 Miami Beach Redevelopment Agency
1ax 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:
TJDI BNGAGBHBN'l'
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.
SOOPI or SIRVICBS
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
C'IN\,M I t'PL\ 1142 '1.1\ Ill'll"
GRUNBERC. TRAURIC. HOFFMAN. LIPOFF. ROSEN. QUENTEL. P.A.
1221 BIIICULL AVENUE MIAMI. FLORIDA 33131 305-579-0500 Fu 305-579.0717
MUIII 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 indentures, agreements or other documents
necessary, related or incidental to the financing, and review of
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 op1n1ons, 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.
~BB8 AND BXPBN8B8
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,
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GREE:-iBERG 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 tbe 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.
Zinc~.lY' .
- _.r- ~
Luis R~iter
The foregoing arrangements are approved.
MIAMI BEACH REDEVELOPMENT AGENCY
By:
LAURENCE FEINGOLD, GENERAL COUNSEL
Date:
cc: Mr. Robert Nachlinger, Finance
Oirector
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GR[[~B[RC TRAURIC
KUBICKI DRAPER
ATTORNEYS
su.T'E 1100. UHITEO NATlOHAL. 8...NII{ TOW~.
1641 ~"L" .ItACJ04 """E5 .OVLEY""O
WEI' ~AL" .ItACH. "LO"'OA 3~01
.07._0'0303
"AJA. _0' OIZ.
PE"'T~OUSE. CITY NATION"'L ."'NK BUILDING
25 WEST "LAGLER STREET
""IAMI, '-L.ORIOA 33130-1712
305' 37.. .1212
,....X 37...7&445
SVITE '.00
ONI: EAST .AOW""O .OVLE"....O
rOIllT L.AUO~lIItOA\.L "~OllltIOA 3330'
305' 7..' 0011
"AJA. 7.. '01'.
..I...WES T, ...RWSTROHG
WiLL....... ..I. BOSCH
ROeERT ,.. eOVCHARO
..I, BOWE', BROWN
ROeERT .. BRO-. m
"'NORE'" NATALE CAPU'"
RO.ER' ..I, COVS'NS
ROLANDO A. o.AZ
GA," S. DICKSTEIN
SVZANNE A. DOCJU:RTY
DAN'EL DRAPIER. ..IR.
DONa-LD ..I, ,.ANN
"'NGELA C, ""OWERS
BIETSY E, GALU'G...ER
VIRGINIA EASLEY JO"'NSON
..JOSIEP'" J. KALeAC. JR.
DAVID L. KAJOU'N
DAV'D KNIG~T
GEOFlOE ,., KNOX
GENIE KUBICKI
ELWOOD T, LIPPINCOTT. JR,
..AN VEL .... WEs'"
DENNIS J I14URP~Y
PIETER H. I14URPHY
CH...RLES I14USTELL
~UaIERT 5, W<:GINLIEY
LISA 5, "'eW'LLAN
KENNIETH 114. OL'VER
D...V'D ., PAKUU'
ANTHONY L. PIETRO,.Es",
JANE C. RANKIN
COLL[[N '''CCI !tOIEN.LU"
I14ICH...EL J. ROTUNDO
STEPHEN w. SCHWED
CAROL A. SCOTT
RoeERT N. sECHEN
WIC...AEL S. SWITH
PETER ..I, VAN DYKE
..ARTIN VAN HAASTERE'"
aECKY I., WAT"ORD
CHARLES H, WATKINS
HAROLD WEST
I14EG A. WITTWER
..I0HN W. WYLIE
AUeREY L. TALBURT . (RETIRED)
..I, ..RANK eRAOLEY . (uue. 111110)
October 28, 1993
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Laurence Feingold, Esquire <:. .' .
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General Counsel - -
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Miami Beach Redevelopment Agency .... '"'=' ,.'"
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c/o City of Miami Beach v ~ i~~
1700 Convention Center Drive r::. 0
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Miami Beach, Florida 33139 c-: O?
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Re: $2S,OOO,(XX) 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 coMection 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 SERVICFS
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 bo~d issue. In addition, to fees,
co-bond counsel will be entitled to reimbursement of certain out-of-pocket expenses, including
KUBICKI DRAPER . 25 WEST ,.LAGLER STREET . MIAM,.,.L 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,
~L
KUBICKI DRAPER
DLK/yas
Enclosure
The foregoing arrangements are approved.
MIAMI BEACH REDEVELOPMENT AGENCY
By:
Laurence Feingold, General Counsel
Date:
cc: Mr. Robert Nacblinger,
Finance Director
KUBICKI DRAPER . 25 WEST ,.LAGLER STREET . MIAMI.,.L 33130 . TEL. 305-374-1212
Miami Beach
Redevelopment Agency
1700 Convention Center Drive
Miami Beach, Florida 33139
Telephone: (305) 673-7193
Fax: (305) 673-7772
REDBVELOPMENT AGBNCY J1BKORAlfDUX NO. 93-32
November 6, 1993
From:
Chairman and Members of the Board
of the Redevelopment Agency
Laurence Feingold\ >_/ ~. // A
City AttorneY/!~(.~~G~ ~ ~ /
BOND COUNSBL POR $25,000,000 HOTBL REDBVELOPMENT
BOND ISSUB
To:
Subject:
In conjunction with the Commissions' consideration of
authorizing a bond issue of up to $25,000,000 for the City
Center/Historic Convention village Redevelopment and Revitalization
Area, bond counsel must be retained by the City/Agency. Enclosed
please find Resolutions for your meeting on Thursday, November 4,
1993 along with Engagement letters for Luis Reiter, Esq. of
Greenberg, Traurig and George Knox, Esq. of Kubicki Draper.
The City Attorney requests ratification to engage in the
retention of said counsel.
LF/ym
Enclosures
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