HomeMy WebLinkAboutDocumentation_Regular_Tab 12_1/9/2020Agenda Item #12.
Regular Council
STAFF MEMO
Meeting: Regular Council - Jan 09 2020
Staff Contact: Hugh Dunkley Department: Finance
RESOLUTION 01-20, A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF
TEQUESTA, FLORIDA, AUTHORIZING THE APPOINTMENT OF BOND COUNSEL.
The Village seeks to establish an ongoing relationship with Bond Counsel to provide services in connection
with the issuance of debt to provide financing for projects outlined in its capital improvement planr.
Bond Counsel will be responsible for preparing all necessary legal documents in connection with the
authorization, issuance, sale and delivery of bonds, certificates, notes and other forms of indebtedness. This
will include the preparation of reimbursement resolutions, bid documents, closing transcripts, escrow
agreements, trust indentures, and other documentation as required by the Village. Bond Counsel will also
provide advice and assistance on a continuing basis on the legal requirements of various municipal financing
structures, including, but not limited to, advice concerning tax issues, securities, and responsibilities of the
Village with respect to its debt issuances.
Staff recommends approval of the appointment of Akerman LLP as Bond Counsel.
bond counsel eng letter
RESOLUTION BOND COUNSEL ADA
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Agenda Item #12.
EXHIBIT A
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Agenda Item #12.
akerman
December 13, 2019
Village of Tequesta, Florida
345 'Iequesta Drive
Tequesta, FL 33469
Attention; Mayor Brennan
CC: Keith Davis, Village Attorney
Re: Village of Tequesta, Florida
Dear Mr. Dunkley,
Peter L. Dame
Akerman LLP
50 North Laura Street
Suite 3100
Jacksonville, FL 32202
Tel: 904.796,3700
Fax' 904.798.37$0
pete r.da m e0 a ke rm an , c om
Thank you for contacting me in connection with engaging Akerman LLP ("Akerman")
represent the Village of Tequesta, Florida (the "Village"). The purpose of this letter is to set forth
our mutual understanding of the terms of such representation. If accepted by you, this letter will
serve as the engagement letter between the Village and Akerman.
Akerman agrees to perform legal services for the Village in connection with .matters as you
request from time to time, on the following terms and conditions:
I. Nature of Engagement. As discussed, our representation at this time is limited
to serving as Bond Counsel to the Village in connection with the issuance of bonds or other debt
to finance capital improvements currently contemplated by the Village. It is currently anticipated
that the financing will be in the approximate amount of $6,000,000 and will be structured as a
privately placed bank -qualified loan. Should we in the future provide representation on other
matters, this letter will also apply to such other representation. The representation is for legal
representation only; we do not provide advice in other areas such as accounting or business advice
and are not a municipal adviser for purposes of the securities laws. We understand that the Village
anticipates retaining a financial advisory firm to act as municipal adviser to the Village,
2. Staffing, I will have primary responsibility for this engagement. Staffing will
depend primarily on your preferences and on the judgment of Akerman as to the experience and
expertise required to properly discharge its professional responsibilities,
3. Fees. We will negotiate with the Village a fixed fee in connection with each bond
issue or other financing. If the financing is structured as a bank loan, our fee would typically be
in the range of $10,000 to $14,000.
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Agenda Item #12.
Village of Tequesta, Florida
December 13, 2019
Page 2
4. Costs, Expenses (such as travel, lodging, meals, telephone tolls, witness fees,
deposition transcripts, court costs, photocopying; postage, computerized legal research, staff
overtime, courier services, filing fees, expert charges, etc.) will be separately itemized on
Akerman's statements. Certain cost bills may be forwarded to Client for payment directly to the
vendor. Our costs are generally billed at the amounts actually charged to Alterman or our estimate
of our expense for internal costs (e.g. photocopying).
S. Submission and Payment of Statements, We will generally submit statements for
services rendered and costs advanced at the closing of a transaction, In the event that any statement
is not paid in full within 30 days, Akerman will have the option to withdraw from this
representation and you hereby consent to withdrawal under those conditions. Further, a failure to
question or object to any charges within 30 days after receipt of a statement will constitute your
agreement to the statement as presented.
6. Litigation. if litigation or other proceedings occur in connection with this
agreement, the prevailing party shall be entitled to recover reasonable attorney's fees and costs.
7. Conflicts in Representation. From time to time there may arise matters involving
a conflict of interest, which could arise if there is a transaction or a lawsuit involving the Village
and one of Akerman's other clients. Conflicts will be handled as described on the attached
addendum,
S. Termination. You will have the right to terminate our representation at any time.
Akcnnan will have the same right, subject to an obligation to give you reasonable notice in order
that you may arrange alternative representation, In the event of termination, any papers and other
property which you deposited with us will be promptly returned to you upon payment of any
outstanding charges of our .firm. Our own files pertaining to your matter will be retained by
Akennan, although we will make copies available, at your expense, of those portions of the file
which appear necessary for the handling of your matter by a successor lawyer. If our engagement
is terminated, you will remain responsible for payment to Akerman for services and costs incurred
before termination and in connection with the orderly transition of the matter.
Please call me if you have any questions concerning these arrangements. Otherwise, kindly
indicate your approval. by signing this letter and returning the original to my attention,
I appreciate your confidence in selecting us as your attorneys and look forward to working
with you.
Sincerely,
AKERIZAN LLP
Peter L, Dame
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Agenda Item #12.
Village of Tequesta, Florida
December 13, 2019
Page 3
Accepted and agreed to this day
of , 2020
VILLAGE OF TEQUESTA, FLORIDA
By:
Title: Mayor
Reviewed as to Legal Sufficiency:
By:
Title: Village Attorney
PLD/md
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Agenda Item #12.
ADDENDUM
CONFLICTS OF INTEREST
The following terms and conditions are part of the representation letter agreement
between Akerman LLP ("Akerman") and the Village of Tequesta, Florida (the "Village").
From time to time there may arise matters involving a conflict of interest, which could arise
if there is a transaction or a lawsuit involving the Village and one of Akerman's other clients.
Conflicts will be handled as follows:
(a) If there is no on -going representation being provided to the Village,
then the Village will not be deemed to be a client of Alcerinan and no conflicts will
be deemed to have arisen. Thus, Akerman could represent other clients in regard
to matters involving the Village, provided, however, those matters do not relate to
the matters on which Akerman has provided representation to the Village.
(b) Alterman may immediately terminate its representation of the Village.
In the event of such termination; Akerman will be paid in full for services rendered
to that date and, as a result of the termination of said representation, .Akerman will
be entitled to represent other parties in matters adverse to the Village, as if
subparagraph (a) above was applicable; subject, however, to the condition that said
matters do not involve the matters on which Akerman has provided representation
to the Village.
(c) To the extent a conflict is a "direct conflict" (as defined below),
Alterman will meet and discuss the nature of the conflict and see if the matter can
be resolved. If the Village is unwilling to waive the conflict, Akerman reserves the
right under (b) above to terminate its representation of the Village. Also, as set
forth in subparagraph (a) above, if there is no on -going representation at that time,
there will be no direct conflict. A. "direct conflict" is a matter in which the Village
and another Akerman client are actively and directly involved with one another in
an adverse way; for example, the Village is being sued by another Akerman client
seeking recovery of a money judgment. An example of an indirect conflict would
be where the Village holds a judgment against Company A and one of our
lender/clients seeks to foreclose a mortgage which encumbers property owned by
Company A. The Village would be joined as a necessary party in the foreclosure
because it holds a subordinate judgment lien encumbering Company A's property.
That would, as set forth in subparagraph (d) below, be an indirect or incidental
conflict.
(d) In regard to "indirect or incidental conflicts", the Village hereby waives
any such conflict, and Akerman would be entitled to represent the other client in
such matters. Indirect or incidental conflicts would be those transactions which do
not involve the Village or in which no actual monetary relief is sought against the
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Agenda Item #12.
Village. As set forth in subparagraph (c) above, for example, an incidental or
indirect conflict would arise if Akerman represents a lender and in seeking to
foreclose a mortgage, the Village would be joined as a defendant because it has a
second mortgage or a judgment against the owner of the property being foreclosed.
With respect to any conflict waivers, to the extent the Village has agreed to waive any future
conflict as set forth herein, the execution of this letter constitutes a waiver of that conflict. If
requested by Akerman, the Village will further execute a specific waiver letter.
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Agenda Item #12.
RESOLUTION NO. 01-20
A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF
TEQUESTA, FLORIDA, AUTHORIZING THE APPOINTMENT OF BOND
COUNSEL IN CONNECTION WITH THE ISSUANCE OF BONDS,
NOTES, LEASES AND OTHER FORMS OF INDEBTEDNESS TO BE
ISSUED BY OR ON BEHALF OF THE VILLAGE; AUTHORIZING THE
EXECUTION AND DELIVERY OF DOCUMENTS REQUIRED IN
CONNECTION THEREWITH; PROVIDING AN EFFECTIVE DATE; AND
FOR OTHER PURPOSES.
WHEREAS, there exists the need for the professional services of Bond Counsel
to be retained by the Village to prepare the necessary bond ordinances and related
documentation for the issuance of bonds/notes and related duties as more specifically
set forth in the Letter of Engagement; and
WHEREAS, pursuant to the Village's purchasing policies and procedures and
Sec. 287.057(3)(e)(4), F.S., contracts for legal services are not subject to the
competitive solicitation process; and
WHEREAS, the Village Council deems it beneficial to engage the services of
Bond Counsel to assist the Village in the issuance of indebtedness in the form(s) of
bonds, notes, leases, and the like, to finance capital improvements currently
contemplated by the Village;
NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE
VILLAGE OF TEQUESTA, PALM BEACH COUNTY, FLORIDA, AS FOLLOWS:
Section 1: Resolution No. 01-20 appointing Akerman LLP as Bond Counsel is
hereby officially adopted.
Section 2: The Village Council hereby authorizes the Mayor and Village Clerk
to execute the Letter of Engagement in substantially the form attached hereto as
"Exhibit A."
Section 3: This appointment is being made without competitive bidding
because it involves members of the recognized profession licensed and regulated to
practice law in the State of Florida and are therefore specifically exempt.
Section 4: This Resolution shall become effective immediately upon passage.
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