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Home My WebLink AboutDocumentation_Regular_Tab 09B_05/12/1994 r ` VILLAGE OF TEQUESTA .; ; � Post Office Box 3273 • 357 Tequesta Dtive ' Tequesta, Flonda 33469-0273 • (407) 575-6200 � 3 a Fax: (407) 575-6203 ; o 9 4 f ��M COUM(� ' MEMORANDUM TO: Village Council FROM: Thomas G. Bradford, Village Manager �`�� DATE: May 4, 1994 RE: Bond Counsel Engagement Letter; 1994 Bond Issue; Agenda Item In order to proceed with the 1994 Bond Issue, the services of bond counsel are necessary in such matters in order to render an objective legal opinion with respect to the authorization and issuance of the bonds. In response to the request of the members of the Finance and Administration Committee, Clark Bennett of Florida Municipal Advisors sought quotes for the provision of bond counsel services from local firms. There were no bond counsel firms within the Jupiter-Tequesta area. Of those firms responding, the lowest cost proposal was from Mark Raymond of Moyle Flanigan. Mark Raymond is a reputable attorney in dealing with such matters. The Village Attorney has reviewed the proposed engagement letter and has approved the same for legal form and sufficiency. It is recommended that the Village Council approve the engagement letter with Mark Raymond, Esq. of Moyle Flanigan and authorize the Mayor to execute the same on behalf of Tequesta. TGB/cm r.�, r.. � r . . � � JONES, FOSTER, JOHNSTON & STUBBS, P. A. ATTORNEYS AN� COUNSELORS FLAC3lER CENTER TOWER 605 SOUTM FLAC3LER DRIVE ELEVENTH FLOOR _ARRV y qLE%ANDER JOMN BLAIq MGC�7ACKEN P• O. BOX 3475 � MENRV F �I�IENTHAI 5'E��+EH � AUCAM� scorr � McMULIEN WEST PALM BEACH, F�ORIDA 33402-3475 190 ��'�� - aAGE� B�AGIOTTI JOHN C RANOOLPH MAaRV A�USON JOMNSTON .CYCE A �ONWA� JONN C RAU (407) 659-3000 NAFtGAFE7 l COOPE9 ANDREM� R033 �495•1993 :�WAn: JiAI STEVENJ ROTHMAN FAX� (407)832-1454 �"cBECCA G DOANE PETEF A SAGMS R.BRUCEJONES 190�.t9QB �tii7�STOPf.cA S DVKE D, CUIVER SMITH m iCOTT G HAWKINS SIDNEY A. STUBBS, Jfi. oAU� C. WOLfE "'�ORNTON M HENQY ALLEN R. TOMIINSON � � 79J3�7997 %� TEA 5 NOLTON JOHN S. TRIMPER � � pETIRED 4AFK B K�EINFELO MICMAEI P WALSH WRITER'S DIRECT LINE: ____________�_____ , � �'- M�CHAEl. � KRANZ M. AOAMS WEAYEA � . ��' : � WILIIAM A. FOSTER .. (�.\ � ' `f12�' � OF COUNSEL � • � �. AAARTIN FUNAGAN `� � `,�� i ��:' V�LLAGE OF ( � May 3, 1994 TEQUESTA � �._._ .� � -� �x ' ��,�� i ;; �n�'�'� ;_` ' Mr. Thomas G. Bradford �.�'�. V;LLAGE ,�~, Village Manager � �' MANAGER'S ��. Village of Tequesta ' �� • OFF{CE •: `�� Post Office Box 3273 : �� `i Tequesta, Florida 33469 �� RE: Village of Tequesta Proposed Issuance of Improvement and Refunding Bonds Our File No. 13153.1 Dear Tom: I have reviewed the engagement letter which Mark Raymond has copied you with under his letter to me of April 30, 1994. By copy of this letter to Mark, I am advising him that I have approved same as to legal form. Sincerely, JONES, F STER, JOHNSTON & STUBBS, P.A. hn . Randolph JCR/ssm cc: Mark E. Raymond, Esquire L./►w OFFfGE3 MOYLE, FLANICi�AN� KATZ, FrrzG�aAZD & Ss.EE$Ax, P.A. 628 NORTH FL/�GLER DRIVE •�T� FLOOR - . POST OFFICE BOX 3868 .� � 1�? MRR`f 3. �ALMUTM WEST PALM $EACH, FLORIDA �iUC?. ra.�3KER PETER L. dRETON TELCrMONE (407) 659-7500 �` .�` STEVENA MAYANS OREOORY D. COOK FACSIMILE (407) dS9-17a y � Q� LINOA•R-'f1 CANN DARYL B. GRA.MER , �i � .� `� . �, �T � JON C. MOY E JOHN R. EU6ANK5. JR. � TALLAMASSEE OFFICE i=� ``1 JODY N. OLI �R . E. COLE FITZGERAL�. ID T[LEPMONE 1�04) 661-3828 ' . a��g K E R/�.YNfOND JOMN F. FI..ANIOAN FACSIMIL£ 19Q4! 681-6788 • „ i :�'.' '- •�`1�lOMA3 A S� ID MYRA OENDEL _ j' ,�. ��. �! MI.RTA M,�BU LVNN O. FUIWKIN3 STUART OFFIC£ L ��'�'L',:�t";��TON l.�.IN`MITE TCLLPHONE (4O7) 2eB �44 �r' ��'� MARTIN V. KATZ � 1�� WILLIAM S. KINO FAGSIMILE (4071 268-1499 �� `J'.I'� f� . . /� I'1{.��T� , `_•�FCOUNSEI.' RpHALD K. KOLINS . �\ v 4 OM/�5 A. HICKEY , . /�/ f ; •) G t ITTED IN NEW YORK ON�Y� � �1 . . � r7Eets O�r+[C7 UN[ (407 ) 659-5490 April 30, 1994 John C. Randolph, Esq. Jones, Foster, Johnston & Stubbs, P.A. 505 South Flagler Drive West Palm Beach, Florida 33401 RE: Village of Tequesta Dear Skip: Clark Bennett has told me that Bill Kascavelis asked that I send you a proposed engagement letter in connection with the improvement bond issue. Accordingly, enclosed please find our standard form of engagement letter, incorporating the terms of our proposal. If the form is acceptable, please let me know and I will send Tom executed copies. Please feel free to contact me if you have any questions or comments. Very truly you s, �� Mark E. Raymond MER/wp Enclosures cc: Bill Rascavelis (w/encls.) Thomas Bradford (w/encls.) Clark Bennett (w/encls.) 8212Z April 30, 1994 Village of Tequesta, Florida 357 Tequesta Drive Tee��esta, Flor� da 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; � Z? \ �rc �,, a rg }he raocnZut? On aU}ti?7I'IZ? _^.C� ZriG� sec�r? ng the BOriC�S (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 < Apsil 30, 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 Bon�s; (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 qross income for federal income ta� purposes and the Bonds and the interest thereon are e�empt 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 bon� counsei would be concluded wi�h respect to this finar.cing. 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 egpress 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 . A,p�„il 30, 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 8onds actually issued is higher than $2,000,000, or if material changes in the structure of the financing or unusual or unioresee�� circumsta,�ces arise whicn requ�re signifi�ar�t 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 F I T'LGERAL,'3 & SHEEHI�N , P. A. BY: MARK E. RAYMOND Accepted and Approved: VILLAGE OF TEQUESTA, FLORIDA BY• Its Mayor Date: 7076M