HomeMy WebLinkAboutDocumentation_Regular_Tab 9B_5/12/1994 fs ,�
cr LAW OFFICES
MOYLE, FLANIGAN, KATZ, FITZGERALD 8c SHEEHAN, P.A.
625 NORTH FLAGLER DRIVE•9TH FLOOR
POST OFFICE BOX 3888
BARRY S.BALMUTH WEST PALM BEACH,FLORIDA 33402 PAUL A.KRASKER
PETER L.BRETON TELEPHONE(407)659-7500 STEVEN A.MAYANS
G REGORY D.COOK FACSIMILE (407)659-1789 LINDA R.McCANN
DARYL B.CRAMER JON C.MOYLE
ROBERT E.DEZIEL TALLAHASSEE OFFICE JODY H.OLIVER
JOHN R.EUBANKS,JR. TELEPHONE(904)681-3828 MARK E.RAYMOND
E.COLE FITZGERALD,III FACSIMILE (904)681-8788 THOMAS A.SHEEHAN,III
JOHN F.FLANIGAN MARTA M.SUAREZ-MURIAS
MYRA GEN DEL STUART OFFICE WILTON L.WHITE
LYNN G.HAWKINS TELEPHONE(407)288-1144
FACSIMILE (407)288-1499
MARTIN V.KATZ OF COUNSEL:
WILLIAM B.KING THOMAS A.HICKEY
RONALD K.KOLINS (ADMITTED IN NEW YORK ONLY)
May 9 , 1994
Village of Tequesta, Florida
357 Tequesta Drive
Tequesta, Florida 33469
RE: Proposed issuance of Improvement and
Refunding Bonds
Ladies and Gentlemen:
We have agreed to serve as bond counsel in connection with the
issuance by the Village of Tequesta, Florida (the "Issuer) of
bonds to refinance the Issuer ' s Improvement Revenue Bonds , Series
1979 (the "Refunded Bonds" ) and to finance the construction of
certain park and roadway improvements (the "Project" ) . The
purpose of this letter is to set forth our role and
responsibilities as bond counsel with respect to the financing .
Bond counsel is engaged as a recognized expert whose primary
responsibility is to render an objective legal opinion with
respect to the authorization and issuance of the Bonds .
As bond counsel, we will :
(i) examine applicable law;
(ii) prepare the resolution authorizing and securing the Bonds
(the "Resolution" ) , such other documents as may be required by the
financing or which we deem necessary for rendering our opinion and
the forms of such closing documents , certificates, and opinions of
counsel as may be required by the terms of the financing and
applicable federal and state laws;
(iii) consult with the parties prior to the issuance of the
Bonds;
7076M
Village of Tequesta, Florida
May 9 , 1994
Page 2
(iv) review certified proceedings ; and
(v) undertake such additional duties as are necessary to
render our opinion.
Subject to the completion of proceedings to our satisfaction,
we will render our opinion that, among other things :
( i) the Issuer is duly created and validly existing as a
municipality of the State of Florida, with the authority to adopt
the Resolution, perform the agreements on its part contained
therein and issue the Bonds ;
( ii) the Resolution has been duly adopted by the Issuer and
constitutes a valid and binding obligation of the Issuer,
enforceable against the Issuer;
(iii) the Resolution creates a valid lien on the funds or
assets pledged by the Resolution for the security of the Bonds ;
(iv) the Bonds have been duly authorized, executed and
delivered by the Issuer and are valid and binding special
obligations of the Issuer, payable solely from the sources as
provided in the Indenture; and
(v) the interest on the Bonds will be excluded from gross
income for federal income tax purposes and the Bonds and the
interest thereon are exempt from present intangible personal
property taxes of the State of Florida .
The opinion will be executed and delivered by us in written
form on the date the Bonds are exchanged for their purchase price
(the "Closing" ) and will be based upon facts and law existing as
of that date. Upon delivery of the opinion, our responsibilities
as bond counsel would be concluded with respect to this financing .
In rendering our opinion we will rely upon certified
proceedings and representations of the Issuer without undertaking
to verify the same by independent investigation. We will not
review the financial condition of the Issuer, the feasibility of
the Project, or the adequacy of security provided to Bondowners ,
and we will express no opinion relating thereto .
While serving as bond counsel, our client will be the Issuer
and we will represent its interests . We assume that the other
parties to the transaction will be represented by their own
7076M
Village of Tequesta, Florida
May 9 , 1994
Page 3
counsel and suggest that other parties to the transaction retain
such counsel as they deem necessary and appropriate to represent
their interests in this transaction.
Based upon our current understanding of the terms , structure,
size and schedule of the financing, the duties we will undertake
pursuant to this letter, the time we anticipate devoting to the
financing, and the responsibilities we assume, our fee as bond
counsel would be $10, 000 . Such fee may vary if the principal
amount of the Bonds actually issued is higher than $2 , 000 , 000 , or
if material changes in the structure of the financing or unusual
or unforeseen circumstances arise which require significant
increases in our time or responsibility. If at any time we
believe that circumstances require an adjustment of our original
fee estimate we will consult with you. In addition, we will
expect to be reimbursed for all out-of-pocket expenses , including
travel, photocopying, delivery, long distance telephone charges ,
filing fees , and other necessary out-of-pocket disbursements . Our
fee and expenses will only be due and payable at Closing, and we
will not be paid any fee or reimbursement of expenses except at
closing . Typically, out-of-pocket disbursements vary depending
upon whether the Bonds are purchased by a bank or are the subject
of an underwriting, with an underwriting resulting in higher
expenses . If the Bonds are purchased by a bank, we estimate that
our disbursements would be in the range of $500 to $750 . In the
event the Bonds are the subject of an underwriting, we estimate
that our expenses would be in the range of $2 , 000 to $3 , 000 .
If the foregoing terms are acceptable to you, please so
indicate by returning the enclosed copy of this letter signed by
an appropriate officer, retaining the original for your files . We
look forward to working with you.
MOYLE, FLANIGAN, KATZ
FITZGERALD & SHEEHAN, P.A.
04/KL.-
BY:
MARK E. RAYMOND
Accepted and Approved:
VILLAGE OF TEQUESTA, FLORIDA
001
BY: o , 2' 4X4,"1
Its Mayor
Date: DS//3 %/
7076M