Fort Walton Beach Council minutes — 04-10-1990 Regular — reading text

instance prepared everyth:ing except the title insurance and sent various people to it out to the sign on blank pieces of paper with instructions that it be put on various individuals letterhead and copied word for word. is still the problem He said there with the City giv:ing the City an opinion, Attorney regardless of who drew the opinion, and then billing I someone else for it and in addition saying, " If I' m not paid, I will withdraw my opinion." Mr. Wyatt wished to know if the City Attorney was the Bond Attorney. Mr. Rosenbaum said the 1986 code does nothing else but require an Attorney' s opinion 1etter and the City got one; he did not knew what the procedure is. The Mayor asked Mr. Rosenbaum if he is trying to br:ing this back in resolution form to change it. The City Attorney said the Procedure is established by resolution and if it is to be changed, it will require that same formality. Mr. Wyatt wished to know the changes and what they will accomplish. Mr. Rosenbaum said he would like changed the items under Guidelines # 1 Bond Proceeds e) All Legal Fees associated with the project; f) Total Financing Fees; and j) The Cost of Reimbursements to any state or other governmental agency; and the item on the last page under Guidelines # 3 d) the one eighth of one percent of the bonds authorized. the fee the City charges, may also need to be addressed. He said he had no problem being reimbursed by the applicant, but beyond that, that should be the only involvement the City has. Discussion followed on the changes requested and the procedure to follow to make the changes. The City Attorney said it is up to Council on what they want to do in regard to a resolution that outlines the bond. He requested he be given the privilege of asking the City Clerk to attach the two opinion letters that were rendered to the record of these m:inutes. He further remarked there is a 2% limit under the 1986 Act, which is a limit as to the fee source out of the Bond, and that does not mean that the expense of an issuance is limited to 2%. I The City Attorney further reported to Council that all his actions in regard to this transaction were all consistent with the Bond Resolution. He said he had one advantage over Councilman Rosenbaum because he knew what was in the Bond Resolution and Councilman Rosenbaum did not, as was obvious, but Councilman Rosenbaum has since come upon to read it and found it is inconsistent with his conc1us ions. He suggested that Council look to external Counsel if they want to draft a Resolution if they think he is inconsistent with the present tax law or any other practices in the field. 224 4- 10/ 11- 90 IDRB ( CONI' . ) The City Attorney said in the issuance of those opinions to those parties, which is not an opinion to the City, he undertakes a liability of the amount of that issuance and his conclusions drawn have to be at arms length from Bond Counsel and result from independent evaluation of the whole transaction and the procedures which have been undertaken. He said he undertakes to insure that amount when he issues those opinions and that is not in the traditional Bond Resolution, and it is not a function that connects up directly with the hours spent. He reported he would expect a minimum fee of one half point in any Bond Resolution transaction, which goes to insulate him from that substantial risk of liability for issuing those opinions. Mr. Wyatt asked if one half point is a standard fee. The City Attorney said the range would be one half to one point. Mr. Wyatt then asked if it is consistent that, if the City issues the Bond, the City Attorney is the logical or legal choice to make the opinions. He said he understood the logic of it not being dependent on the hours spent because of the risk factor, but he questioned if it was fair to say to the City Attorney that he has to do the risk and, by the same token, is it fair to say the City Attorney will benefit from the fact the City will issue the Bond. He asked if the City had an option to select a different attorney. The City Attorney answered as long as the City selected someone and used them consistently for that purpose, yes, but it has to be someone that is at arms length from the applicant and at arms length from the Bond Counsel, if not then there is a conflict of interest. Mr. Rosenbaum requested the record show that at no time in this discussion has he mentioned the amount of the fee; that is a private matter that is of no concern of his. He said he has an opinion on it, but it is not germane to this objects issue. He said he to City Attorney giving the City an opinion and the charging saneone else for it; and he particularly objects to the City Attorney saying to the other party, " if you don' t pay me, I am not going to write the opinion, or I' ll withdraw my opinion." The City Attorney said the first is improper and incorrect, the second is honest, then reported the incident as it transpired. He said he attended the closing and they completed the closing. When he left the closing, Mr. Rosenbaum was still there. About 2 1/ 2 hours later he called Bond Counsel and said he left the meeting with Mr. Rosenbaum there and he did not feel very comfortable about that; he asked if his fee is shaky and was told, yes it is. He said that surprised him because immediately when he got to the closing he reviewed the disbursement sheet, he was on it and the amount of his fee was correct.  225 4- 10/ 11- 90 IDRB ( CONI' . ) The City Attorney said he asked at that point the