2017-09 Contract for Bond Counsel ServicesRESOLUTION 2017 -09
A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF
NORTH PALM BEACH, FLORIDA APPROVING AN AGREEMENT WITH
GREENSPOON MARDER, P.A. TO PROVIDE BOND COUNSEL SERVICES
FOR THE NEW COUNTRY CLUB CLUBHOUSE UTILIZING PRICING
ESTABLISHED IN AN EXISTING AGREEMENT WITH THE CITY OF
RIVIERA BEACH AND AUTHORIZING THE MAYOR AND VILLAGE CLERK
TO EXECUTE THE CONTRACT ON BEHALF OF THE VILLAGE; AND
PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the Village is in need of bond counsel services in connection with the financing for
the new North Palm Beach Country Club clubhouse; and
WHEREAS, Village Administration is recommending executing a Contract with Greenspoon
Marder, P.A. ( "Firm ") to provide bond counsel services for the private placement of a loan (or
issuance of revenue bonds) in accordance with the terms, conditions and pricing established in an
existing competitively procured Contract for Bond and Disclosure Counsel Services dated
February 19, 2014 between the Firm and the City of Riviera Beach (RFP 419 -13), as authorized
by the Village's purchasing policies and procedures; and
WHEREAS, the Village Council determines that the execution of a Contract for Bond Counsel
Services with the Firm is in the best interests of the residents and citizens of the Village of
North Palm Beach.
NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE
OF NORTH PALM BEACH, FLORIDA as follows:
Section 1. The foregoing recitals are ratified as true and incorporated herein.
Section 2. The Village Council hereby approves a Contract for Bond Counsel Services with
Greenspoon Marder, P.A. for the financing of the new Country Club, a copy of which is attached
hereto and incorporated herein, at a cost of $14,500.00 utilizing pricing established in an existing
contract with the City of Riviera Beach with funds expended from Account No. A5540 -33190
(Reserve Expense — Professional Services). The Village Council further authorizes the Mayor
and Village Cleric to execute the Contract on behalf of the Village.
Section 3.
This Resolution shall be effective immediately upon adoption.
PASSED AND ADOPTED THIS 26TH DAY OF JA
(,Village Seal)
ATTEST:
VILLAGE CLERK
CONTRACT FOR BOND COUNSEL SERVICES
This Contract for Bond Counsel Services ( "Contract "), is made as of the 4?k day of
January, 2017 by and between the VILLAGE OF NORTH PALM BEACH, 501 U.S. Highway
One, North Palm Beach, FL 33408, a Florida municipal corporation ( "Issuer "), and
GREENSPOON MARDER, P.A., CityPlace Tower, Suite 900, 525 Okeechobee Boulevard,
West Palm Beach, FL 33401 ( "Firm "), whose Federal I.D. No. is 59- 2402121.
lR0141 M -F.
WHEREAS, the Issuer wishes to procure Bond Counsel services for the private
placement of a loan (or issuance of revenue bonds) to finance the new North Palm Beach
Country Club; and
WHEREAS, the Issuer and the Firm wish to enter into a Contract whereby the Firm
agrees to perform such services for the Issuer in accordance with (or by piggybacking) the terms,
conditions and pricing established in an existing competitively bid Contract for Bond and
Disclosure Services dated February 19, 2014 between the Firm and the City of Riviera Beach
(RFP 419 -13) ( "Riviera Beach Contract "); and
WHEREAS, this Contract embodies terms which are satisfactory to both the Issuer and
the Firm, regarding the Firm's services as Bond Counsel to the Issuer.
NOW THEREFORE, in consideration of the mutual promises set forth herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Issuer and the Firm agree as follows:
1. Recitals.
The foregoing recitals set forth above are ratified as true and correct and are fully
incorporated herein by reference.
2. Incorporation of Riviera Beach Contract and RFP.
To the extent not expressly modified herein, this Contract incorporates all of the terms,
conditions and obligations set forth in RFP 419 -13 issued by the City of Riviera Beach and the
Riviera Beach Contract. In the event of an express conflict between the terms of this Contract
and the Riviera Beach Contract, the terms of this Contract shall control.
3. Scope of Representation as Bond Counsel.
The Firm shall:
A. Provide specialized legal advice regarding the Internal Revenue Code of 1986, as
amended, together with corresponding and applicable final, temporary or
proposed regulations and revenue rulings issued or amended with respect thereto
by the United States Treasury Department or Internal Revenue Service
(collectively, the "Code "), as it applies to the Issuer's bond financing activities
and to the programs or projects funded with the proceeds of the Issuer's bonds,
particularly with respect to the structure of proposed new issues of bonds, and the
structure and operation of new programs relating to such bonds.
B. Advise the Issuer on the procedures, required approvals, filings and other legal
issues relative to the issuance of bonds.
C. Prepare bond authorizing ordinances or resolutions for consideration and adoption
by the Issuer which authorizing resolutions generally shall (i) authorize the
execution of the bond purchase Contract relating to each issue of bonds, (ii)
authorize the execution of other documents required for closing, (iii) approve the
final form of the related disclosure documents, and (iv) generally approve actions
for legal sufficiency which must be taken incident to issuing the bonds.
D. If requested by the Issuer or the proposed purchaser of any of the Issuer's bonds,
prepare or review, in coordination with the Issuer's general counsel, validation
pleadings, including proposed final judgments, and attend court proceedings as
necessary.
E. Review and comment on any documents prepared by other members of the
Issuer's bond financing team relating to each bond issue, including, among others,
the bond purchase Contract, investment Contract, disclosure document,
continuing disclosure Contract, remarketing Contract and bid specifications and
bid procedures for investment Contracts.
F. Provide required Bond Counsel opinions relating to the tax exempt status of the
Issuer's bonds under applicable State and Federal law, as well as legal opinions
attesting to the valid issuance of bonds under applicable State law and provide
required tax opinions evidencing compliance of each new issue of bonds with
applicable provisions of the Code, as well as the adequacy of program documents
and operating procedures /policies of the Issuer to reasonably assure compliance
with such Code provisions.
G. Assemble all closing transcript items and arrange for preparation of transcripts for
distribution to each member of the Issuer's bond financing team.
H. Prescribe the detailed procedures to be followed by the Issuer's financial advisor,
senior managing underwriter or lender in calculating the bond yield associated
with each issue of bonds.
I. Review bond yield calculations for each new issue of bonds for the purpose of
determining the extent to which calculations may be relied upon in preparing an
arbitrage certificate for such bonds.
J. Prepare the arbitrage certificate relating to each new issue of bonds and deliver
such arbitrage certificate prior to closing.
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K. Review all financial feasibility studies and contracts for legal issues relating to
bonds for any proposed bond issue and participate with the Issuer's staff, financial
advisor and general counsel's office in the development of all financing programs.
L. Assist in presenting information to bond rating organizations and credit
enhancers.
M. When requested, attend regular and special meetings of the Issuer and its staff and
bond financing team.
N. Perform such other work as may be requested by the Issuer in connection with
proposals received, special programs and general Issuer needs.
4. Fees for Services.
A. The Firm's fee for such services shall be as set forth in Exhibit "A" to the Riviera
Beach Contract. For the issue of revenue bonds for the private placement of a
loan in the amount of $15,000,000.00, the Firm's fee shall be Fourteen
Thousand Five Hundred Dollars and No Cents ($14,500.00).
B. In the event the Issuer should request that the Firm perform Bond Counsel
services which cannot be paid from costs of issuance of a bond transaction, the
Firm will charge legal fees based upon hourly rates of $195.00 for services
provided by associates, $250.00 per hour for services provided by shareholders
and $120.00 for paralegals. All hourly representation by the Firm will be initiated
at the direction of the Issuer. Prior to the Firm actually undertaking such legal
work, the Firm will supply the Issuer with a written estimate of the fees and costs
to be incurred.
C. The Firm shall be reimbursed for its reasonable disbursements which include, but
are not limited to, Federal Express or other courier charges, long distance
telephone, fax, copying costs, computer research and travel to attend closings.
Wherever possible, these reimbursements shall be made from bond proceeds.
There shall be no word processing charges. The costs of transcripts will be billed
at cost, but such costs are expected to be paid from costs of issuance. All requests
for payment of expenses eligible for reimbursement under this terms of this
Contract shall include copies of said receipts, invoices, or other documentation
acceptable to the Issuer's Finance Department. Such documentation shall be
sufficient to establish that the expense was actually incurred and necessary in the
performance of the scope of work described in this Contract. Any travel, per
diem, mileage, meals or lodging expenses which may be reimbursable under the
terms of this Contract will be paid in accordance with rates and conditions set
forth in Section 112.061, Florida Statutes.
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5. Term.
This Contract shall be in effect as of the date set forth above and shall remain in effect for
a term of one year, provided, however, that the term of the Contract shall be extended for one
additional year in the event the Firm has not completed all services contemplated under this
Contract. This Agreement may be terminated at any time and without cause, by either party,
upon provision of written notice to the other party.
6. Insurance.
During the term of this Contract, the Firm shall maintain all insurance coverage in the
amounts, of the types and pursuant to the conditions specified in the Riviera Beach Contract.
Certificates of Insurance shall be furnished to the Issuer prior to the commencement of any
services performed pursuant to this Contract.
7. Indemnification.
To the fullest extent permitted by applicable laws and regulations, the Firm shall
indemnify and save harmless and defend the Issuer, its officials, agents, servants, and employees
from and against any and all claims, liability, losses, and /or causes of action arising out of or in
any way related to the services furnished by the Firm pursuant to this Contract, including, but not
limited to, those caused by or arising out of any act, omission, negligence or default of the Firm
and its agents, servants and employees. The Firm shall not be required to indemnify the Issuer,
its officials, agents, servants and employees when the occurrence results solely from the
wrongful acts or omissions of the Issuer, its officials, agents, servants and employees. The terms
of this Section shall survive completion of all services provided for in this Contract as well as the
termination of this Contract for any reason. Nothing contained in this Contract shall create a
contractual relationship with or a cause of action in favor of a third party against either the Issuer
or the Firm, nor shall this Contract be construed a waiver of sovereign immunity beyond the
limited waiver provided in Section 768.28, Florida Statutes.
8. Attorney's Fees.
If any legal action or other proceeding is brought for the enforcement of this Contract, or
because of an alleged dispute, breach, default or misrepresentation in connection with any
provisions of this Contract, the successful or prevailing party or parties shall be entitled to
recover reasonable attorney's fees, court costs and all expenses (including taxes) even if not
taxable as court awarded costs (including, without limitation, all such fees, costs and expenses
incident to appeals), incurred in that action or proceeding, in addition to any other relief to which
such party or parties may be entitled.
9. Entire Agreement.
The Issuer and the Firm agree that this Contract sets forth the entire Contract between the
parties, and that there are no promises or understandings other than those stated herein. None of
the provisions, terms and conditions contained in this Contract may be added to, modified,
superseded or otherwise altered, except by written instrument executed by the parties hereto.
El
Any provision of this Contract which is of a continuing nature or imposes an obligation which
extends beyond the term of this Contract shall survive its expiration or earlier termination.
10. Inspector General.
The Firm is aware that the Inspector General of Palm Beach County has the authority to
investigate and audit matters relating to the negotiation and performance of this Contract, and in
furtherance thereof, may demand and obtain records and testimony from the Firm. The Firm
understands and agrees that in addition to all other remedies and consequences provided by law,
the failure of the Firm to fully cooperate with the Inspector General when requested may be
deemed by the Issuer to be a material breach of this Contract justifying its termination.
11. Public Records.
IF THE FIRM HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE FIRM'S DUTY TO PROVIDE
PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS AT: (561) 841 - 3355;
NPBCLERK@VILLAGE- NPB.ORG; OR 501 U.S. HIGHWAY ONE, NORTH
PALM BEACH, FL 33408.
In performing services pursuant to this Agreement, the Firm shall comply with all
relevant provisions of Chapter 119, Florida Statutes. As required by Section 119.0701, Florida
Statutes, the Firm shall:
A. Keep and maintain public records required by the Issuer to perform the service.
B. Upon request from the Issuer's custodian of public records, provide the Issuer
with a copy of the requested records or allow the records to be inspected or copied
within a reasonable time at a cost that does not exceed the cost provided in
Chapter 119, Florida Statutes, or as otherwise provided by law.
C. Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law for
the duration of the Contract term and following completion of the Contract if the
Firm does not transfer the records to the Issuer.
D. Upon completion of the Contract, transfer, at no cost, to the Issuer all public
records in possession of the Firm or keep and maintain public records required by
the Issuer to perform the services. If the Firm transfers all public records to the
Issuer upon completion of the Contract, the Firm shall destroy any duplicate
public records that are exempt or confidential and exempt from public records
disclosure requirements. If the Firm keeps and maintains public records upon
completion of the Contract, the Firm shall meet all applicable requirements for
retaining public records. All records stored electronically must be provided to the
Issuer, upon request from the Issuer's custodian of public records, in a format that
is compatible with the information technology systems of the Issuer.
IN WITNESS WHEREOF, the parties have made and executed this Contract as of the
day and year first written above.
Attest:
Melissa Teal, Village Clerk
Approved as to Form and Legal Sufficiency
By:
Village Attorney
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GREENSPOON MARDER, P.A.
By: A9
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Title: Shareholder