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89-R-35n RESOLUTION NO. 89-R-35 A RESOLUTION OF THE CITY COjjU�NNCIL OF THE y CITY OF \_ EW TER, ID �.��I.� AI1fPAAHE N�iCi'�'41C�VIsp�.� AS PER THE ATTACHED PROFESSIONAL SERVICES PROPOSAL; REPEALING ALL RESOLUTIONS IN CONFLICT HEREWITH AND PROVIDING FOR AN EFFECTIVE DATE. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF EDGEWATER, FLORIDA: SECTION 1. That the City Council of the ,City of f9Edw� Gr°..wl°t 9 %a✓.if�/iiFFw°w�y-'/�°FFj /Poes.r6�°swr water, Florida, hereby authorizes the engagement of-Heiriel ur i,ivernore J- as 6e9a•3 iz ia�.w -,a, 7►duico T*h- , tit c.?•P. P.e;7 &w_ SECTION 2. That all resolutions or parts of resolutions in conflict herewith be and the same are hereby repealed. SECTION 3. That this Resolution shall take effect immedi- ately upon its adoption by the City Council of the City of Edge- water, Florida, at a special meeting of said Council held on the 15th day of May 1989, and ap- proved as provided by law. This Resolution was introduced and sponsored by Councilman Fish , and was read and passed by a vote of the City Council of the City of Edgewater, Florida, at a special meeting of said Council held on the 15th day of May 1989, and approved as provided by law. ROLL CALL VOTE AS FOLLOWS: A f!1T�.i�iTi�a'•iii�n1iI one Three I n( me F ur Authenticated this /S ay of , 1989. ayor This Resolution Prepared by: i y Att ney � J LAW OFFICES GREENBERG. , RAU RIG, HOFFM AN, LIPOFF, ROSEN a L. JENTEL, P.A. JEII-E A. Rory oC A orv5o CESAw LO LINoo La. rDREWS - w O...NJ w0 LISA J S Re LO on LEOry RDO E SAITO SORT BRUTON STEVE BULLOCK eCARDENAS Ow MFILLIP J. CARVER RCHARD S CHERRI SUE w .... COFFO ONNIFF wLO (eu .,) FDA O w OCE NiND LES 'LEIN LAWRENCE GOOOFSRT ALAN 5 c STEVEN n JOSEew L LAWRENCE SGoos wOeEwTL Gw055N AN oT S NOFFv.. w.. MARTIN NALEI LOU [ e iROTNI fE w Sw STEVENJ IOAAVFTE STEVEw A ALAN 5. L DAM A.L wSONA w L05 E LCANNI JOINT 55 _ NETZGE- MORALES EDEN RE54CA wGAI FS.T o'.V E RGO OIL.. [ 0 oUENTEL OEL Rw LUIS TCOAST MCC n ROGER wOLLw CKO E ROSEN wOSENBAUM DONALD A SE GARTEN OSS GAR' A SAUL CLIFFORDA SCMULMAN MARLENE STUART ITxSNGERPn N TAME' .ONAS E wOLF 50. May 8, 1989 C.I.P. Committee City of Edgewater City Hall 104 North Riverside Drive Edgewater, Florida 32032 Re: Proposal for Bond Counsel Services Gentlemen: AIIA. OF1 CE izz� eA.C.E_ . m,A,, (305 519.0500 e .=5 523 -8n1 TELE1 BC-312a TELECOAT(3C5 599. 6/17 WEST wALIEUNDK F6 S 0S M Tn[cOI-MI ES] e..T SUIT. ISII. FO- L ... .305,T65 D „Sw WAITED A GKIR., NO PLEASE RER­Y TO'. INIANO OFFICE We were delighted to have the opportunity to introduce you to the members of our proposed team to undertake the financing of water, wastewater, stormwater and paving improvements for the City. It certainly sounds to us as though the City has planned an exciting and innovative capital improvements program and we at Greenberg, Traurig wculd very much like to play a part in imple- menting it. Among the reasons we believe the City should retain us to provide bond counsel services for your improvement program are the following: 1. Bruce Giles -Klein and Lucia Dougherty have previous:y considered the validity of municipal home rule charter limits tions on bonding tha_ were reenacted subsequent to the eractmen'. of the Municipal Hore Rule Powers Act. In the case of ':ne Lit,' C.I.P. Committee City of Edgewater City Hall May 8, 1989 Page 2 of Miami Charter, they were able to conclude that such limita- tions expressed therein had been nullified by the Municipal Home Rule Powers Act. From your description, it sound to us as though there is a strong argument that the Edgewater Charter should be construed similarly. 2. In terms of bond financing experience, we think that we have experience suited to your needs t*at few firms can match. We are the largest municipal bond firm with its main office in Florida. For the 1988 calendar year, Greenberg, Traurig ranked ninth in the nation on the basis of ranking criteria employed by Securities Data Co. and Tne Bond Buyer. For the first quarter of 1989, this ranking rose to eighth. The firm is a recognized leader in water and wastewater financing. For the 1988 calendar year, Securities Data Co. and The Bond Buyer ranked the firm third among bond counsel nationally in bond volume on water and wastewater issues. In 1988, the firm wrote bond counsel opinions covering $941,100,000 of water and sewer debt. This volume included financings for the City of Ormond Beach and Broward County. The firm also acted as underwriters' counsel with respect to a stormwater utility financing for the City of Port Orange, one of the few stormwater utility financings completed to date in Florida. 3. The firm has one of the preeminent land use and environmental law practices in the State. To assist the City in connection with the siting of its well fields, fending off the threat of a possible adjacent landfill and defending the right of the City to extend utility services to the prcjected service area south of the City, Lucia Dougherty, the former City Attorney of the City of Miami Beach and The City of Miam`_, will be supported by a ten lawyer department whose members include Bob Traurig and Cliff Schulman. Having now had a chance to ana'_ze certain of the legal implications of the County's efforts to provide utility services in the City's utility service area, we wish to bring the following to your attention. Section 153.03, Florida Statutes, as amended, provides that no county shall furnish water supply or sewage disposal services to any property already being furnished like facilities by any municipality "without the express consent of the council . of such municipality." At the same time, the general rule is that a municipality may construct facilities for such services and operate such services within five miles outside its corporate limits. See Section i80.06(2), (3) and (9), Florida Statutes, as amended. Thus, if =he municipality is GREENBERG, TRAURIG, HOFFMAN. UPOFF, nosEN a OUENTEL, P.A. C.I.=. Committee City cf Edgewater City Hall May 8, 1989 Page 3 operating such services, the county has no authority to furnish the same services to the area. We hope to assist the City of Edgewater in enforcing these provisions within your service area. 4. The firm has extensive experience in tax matters relating to bond financing. Tim Wolfe practices exclusively in this area and has a nationwide reputation as a lecturer and prac- titioner. When the firm serves as bond counsel, he prepares all tax related documents, including the arbitrage certificate, rebate covenants and IRS Form 8038. He also calculates or veri- fies the calculation of the yield on any issue. Mr. Wolfe also will assist the City, its financial advisor and its underwriter in structuring the City's bond issues most advantageously under federal tax laws. 5. The firm prides itself on its commitment to its clients and on the accessibility of its lawyers. We believe that these qualities are what has enabled us to build so substantial a public finance practice in a relatively short time. We want to establish an open and long-term relationship with the City and the best way we know to do that is to provide prompt, efficient and high quality legal services. Having now had the opportunity to listen to your explanation as to what the City proposes to accomplish, we with to suggest the following basis for remuneration: 1. For legal work undertaken by our environmental and land use attorneys relating to the problems discussed in para- gra=- three above, we propose to charge at the option of the City either of the following: a blended hourly rate of $175 per hour, plus expenses; or on an hourly basis at the actual hourly rates of the attorneys involved. We will not charge the City for the legal work of our bond attorneys in analyzing the City's charter lim`_cations. 2. For bond anticipation note financing, regardless of the size of the note issue, we propose to charge a flat fee of $10,000, plus expenses. 3. For special assessment bonds, we propose to charge on an -ourly basis, plus expenses not to exceed $10,000 per issue eit-sr, as the City may choose, at the actual hourly rates of the bon.'_ attorneys involved or at a blended hourly rate of $175 per ho,:r. For your reference, the hourly rates of the attorneys who wcu_' be involved in the financing are as follows: GREEN BERG. TRAU RIG, HOFFMAN, tIROFF, ROSEN a OUENTEL, P.A. C.=.P. Committee C__y of Edgewater City Hall Y_y 8, 1989 Page 4 Attorney Hourly Rate Bruce Giles -Klein $190/hour Janet O'Brien 130/hour Richard Boscovich 100/hour Tim Wolfe 225/hour GTH Paralegal Rate 70/hour -r purposes of this proposal, bonds secured by revenues and special assessments will be considered as special assessment binds. 4. For revenue bonds, we propose to charge the lesser of: (a) a flat fee of $1.50 per $1,000 of bonds issued, with a minimum fee of $30,000 per issue, plus expenses not to exceed $10,000 per issue; or (b) our hourly rates computed on either, at the City's option, a blended rate of $175/hour or on the basis of the actual rates set forth immediately above. In the event that subsequent series of revenue bonds are issued under a resolution which we have prepared, the minimum fee for purposes of the formula described in the preceding sentence will decrease to $15,000 per issue, plus expenses not to exceed $10,000 per issue. Thus, should the County undertake two entirely separate revenue bond issues our maximum fee, plus expenses, would be the lesser of $60,000 or our hourly billing computed by one of the methods described above, at the City's option. 5. Expenses as referred to in paragraphs one, two, three and four immediately preceding, include travel, telephone, facsimile transmission, copying, word processing, courier delivery, filing fees and miscellaneous expenses. The firm is mindful of its clients' desires to minimize expenses and strives to do so. 6. Generally, the fees and expenses (except for those incurred on the basis of hourly billings) of the public finance department are payable on closing of the bond issue to which they relate. If closing does not occur, such fees and expenses are not payable. However, should the risk of non -completion of a financing be particularly larce for reasons beyond the control of =he firm, the firm may propose alternate arrangements in advance the financing, subject to City approval, with respect to pay- a-nt of fees and/or expenses. GREENBERG, TRAURIG, HOF AN, LIPOFF, ROSEN a OUENtEL, P.A. C.I.P. Committee City of Edgewater City Hall May 8, 1989 Page 5 7. In the event that a particular financing =nvolves problems that are novel or complex or unusually time cocsuming, the firm may request the City to approve a supplement to its fees and expenses. We hope that this information will assist you in ys=r deci- sion as to bond counsel. If you require additional infcrmation, please do not hesitate to contact us. We currently hope that we will have the opportunity to serve you. Very truly yours, 4LUCIADOUGHERTY BRUCE GILES-KLEIIN BGK/hf cc: Jose B. Alvarez, Esq. GREEN BERG. TRAURIG, HOFFMAN. UI FF, RoSEN a OUENTEL, P.A.