Title
A Resolution Of The City Commission Of The City Of Hollywood, Florida, Designating Bond Counsel And Disclosure Counsel In Connection With The Issuance Of Its General Obligation Bonds; Authorizing The Appropriate City Officials To Execute An Engagement Letter With Greenberg Traurig, P.A. For Bond Counsel And Disclosure Counsel Services For Fees And Costs In The Estimated Amount Of $230,750.00.
Body
Staff Recommends: Approval.
Explanation:
On March 12, 2019, the electorate of the City of Hollywood, Florida, approved the issuance of general obligation bonds (“Bonds”) in an amount not to exceed $165,000,000.00.
The City Commission now wishes to designate bond counsel and disclosure counsel. The primary responsibility of bond counsel is to give the traditional opinion that the bonds have been validly issued and are tax-exempt; however, to ensure the correctness of such opinion, bond counsel typically prepares or reviews bond resolutions, bond contracts and related documents. The primary responsibilities of disclosure counsel are to provide advice to the City on the City’s disclosure obligations and to prepare the official statement and/or continuing disclosure certificate. It is not uncommon for the same law firm to serve in the dual capacities of bond counsel and disclosure counsel for the same bond issue; and
§ 38.40 of the Code of Ordinances exempts from the competitive bid and competitive proposal requirements of the City’s Purchasing Ordinance contracts for professional services. Greenberg Traurig, P.A. (“Law Firm”) has served the City as bond counsel and disclosure counsel in numerous bond issues over the years.
The Law Firm has submitted the attached Engagement Letter containing its proposal to serve as both bond counsel and disclosure counsel in connection with issuance of the Bonds. The Law Firm proposes to determine its fee for bond counsel services by separately applying to the amount of each bond issue the sliding scale used by Miami-Dade County, which is attached to the Engagement Letter. The Law Firm proposes that its fee for disclosure counsel services would be 50% of its fee for bond counsel services. The City would also pay the typical costs that the Law Firm incurs in providing bond counsel and disclosure counsel services.
If the currently proposed breakdown of bond issues (two issues in the amounts of $60,000,000 and $105,000,000) is ultimately approved, bond counsel and disclosure counsel fees for the $60,000,000 bond issue would be $95,625, and bond counsel and disclosure counsel fees for the $105,000,000 bond issue would be $133,125, bringing the total fees to $228,750. Adding estimated costs in the amount of $2,000, which the Engagement Letter describes as “typical,” brings the total estimated payment to the Law Firm to $230,750, though that number would change if the size of the bond issues changes and, of course, based on the actual costs incurred.
The City Attorney believes the Law Firm’s proposal is reasonable and recommends approval of the Engagement Letter.
Recommended for inclusion on the agenda by:
Douglas R. Gonzales, City Attorney
Adam Reichbach, Assistant City Manager for Finance & Administration