Res No 200-13-14018RESOLUTION NO. 2 0 0 -13 -14 018
A Resolution authorizing the City Manager to enter into a contract with
Bernado Portuondo, Esquire and his firm, Liebler, Gonzalez & Portuondo,
P.A., for services as consultant in connection with the City of South Miami's
compliance with the SEC's order dated May 22, 2013.
WHEREAS, on May 22, 2013, the SEC rendered an Order Instituting Cease - and - Desist
Proceedings Pursuant to Section 8A of the Securities Act of 1933, Making Findings, and
Imposing Remedial Sanctions and a Cease - and - Desist Order (the "Order "). In summary, the SEC
Order requires the City to:
• Retain a consultant within 120 days of the Order, or by September 22, 2013. This
has been completed.
• Adopt disclosure policies and procedures. This has not yet been done, but the
adoption of the attached policies and procedures, with any changes which need to
be made, will satisfy this requirement.
• Conduct disclosure training of City officials as part of the policies and procedures
to be included in the consultant's review.
• The consultant is required to conduct an annual review of the policies and
procedures, and their implementation and effectiveness, with the first review to be
completed within 300 days of the Order, or by March 22, 2014, and a report,
including any recommendations, to be submitted to the City by that date.
• The City must file the consultant's reports with the SEC and adopt any
recommendations within 90 days after receiving each report.
• Within 14 days after adopting any recommendations, the City must certify in
writing to the SEC that any such recommendations have been adopted and
implemented; and
WHEREAS, Sean M. O'Neill, Counsel to the Director, Division of Enforcement, U.S.
Securities & Exchange Commission, 100 F Street NE, Washington, DC 20549, confirmed that
Bernado Portuondo, Esquire and his firm, Liebler, Gonzalez & Portuondo, are "not unacceptable
to the staff' as provided in paragraph 35 of the SEC's Cease and Desist Order; and
WHEREAS, a precondition to the hiring of a consultant as required by the SEC's Cease
and Desist Order is an agreement which provides for the following:
The City of South Miami will not assert attorney /client privilege, work product
protection, or any other privilege to try to prevent the Commission or
Commission staff from having access to Mr. Portuondo's reports and related
information in connection with his work as an independent consultant for the City
of South Miami, in accordance with paragraph 35 of the May 22, 2013 Order
Instituting Cease -and- Desist Proceedings Pursuant to Section 8A of the Securities
Act of 1933, Making Findings, and Imposing Remedial Sanctions and a Cease -
and- Desist Order.
Page 1 of 3
Res. No. 200 -13 -14018
2. The independent consultant's work for each year will include (but not be limited
to) a review and evaluation of the effectiveness of the City's relevant policies and
procedures and the implementation of any previous recommendations; and
WHEREAS, Bernardo A. Portuondo, Director /Shareholder of Liebler, Gonzalez &
Portuondo, Courthouse Tower - 25th Floor, 44 West Flagler Street, Miami, FL 33130, confirmed
that neither he nor his firm, at the City's request, will assert attorney /client privilege, work
product protection, or any other privilege to try to prevent the Commission or Commission staff
from having access to his or his firm's reports and related information in connection with his
work as an independent consultant for the City of South Miami, in accordance with paragraph 35
of the May 22, 2013 Order instituting Cease- and - Desist Proceedings Pursuant to Section 8A of
the Securities Act of 1933; and
WHEREAS, Mr. Portuondo, and his firm, agreed that their proposed contract for
consulting services for each year includes (but not be limited to) a review and evaluation of the
effectiveness of the City's relevant policies and procedures and the implementation of any
previous recommendations.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA:
Section 1. The above recitals of intent of the parties are hereby adopted by reference.
Section 2. City Manager is hereby authorized to enter into a contract with Bernado
Portuondo, Esquire and his firm, Liebler, Gonzalez & Portuondo, P.A., for services as consultant
in connection with the City of South Miami's compliance with the SEC's Order dated May 22,
2013. A copy of the retainer letter of Liebler, Gonzalez & Portuondo, P.A. is attached hereto and
made a part hereof by reference.
Section 3. Severability. If any section clause, sentence, or phrase of this resolution is for
any reason held invalid or unconstitutional by a court of competent jurisdiction, the holding shall
not affect the validity of the remaining portions of this resolution.
Section 4. Effective Date. This resolution shall become effective immediately upon
adoption by vote of the City Commission.
PASSED AND ADOPTED this 1 7t}day of September , 2013.
ATTEST:
. 01:1• "I
CITY CLER MAYOR
Page 2 of 3
Res. No. 200 -13 -14018
READ A
LANGU.
ATTORNEY
[*I Rkyj
Page 3 of 3
COMMISSION VOTE:
5 -0
Mayor Stoddard:
Yea
Vice Mayor Liebman:
Yea
Commissioner Newman:
Yea
Commissioner Harris:
Yea
Commissioner Welsh:
Yea
BERNARDO A. PORTUONDO, ESQ.
E -MAIL BAP G LGPLAW.COM
LAW OFFICES
LIEBLER, GONZALEZ & PORTUONDO, P.A.
COURTHOUSE TOWER
44 WEST FLAGLER STREET
TWENTY -FIFTH FLOOR
MIAMI, FLORIDA 33130
August 28, 2013
TELEPHONE: (305) 379-0400
FACSIMILE: (305) 379 -9626
Mr. Alfredo Riverol
Finance Director
City of South Miami.
6130 Sunset Drive
South Miami, Florida 33143 `
Re: City of South Miami— Annual Review of Policies, Procedures and Internal Controls
regarding the City's compliance with the May 22, 2013 SEC Order
Dear Alfredo:
The law firm of Liebler, Gonzalez & Portuondo, P.A. (the "Firm ") would like to serve as an
independent third-p ,arty consultant_to the City of South Miami. Florida (the "City ") in_connection
with the above- referenced matter. Specifically, the firm will be engaged to conduct an annual
review of the policies, procedures and internal controls adopted by the City regarding its
disclosure obligations for municipal securities offerings, including (i) disclosures made in
financial statements, (ii) disclosures made pursuant to continuing disclosure agreements and
disclosures regarding credit ratings, (iii) the hiring of internal personnel and external experts for
disclosure functions, (iv) the designation of an individual at the City responsible for ensuring
compliance by the City with such policies, procedures and internal controls, and (v)' the
implementation of active and ongoing training programs for, among others, the City Attorney,
the City Manager, the Mayor, the City Finance Director, and the City Commissioners regarding
compliance with disclosure obligations. The firm will also submit, after each annual review, a
report making recommendations concerning these policies, procedures and internal controls (the
"Annual Report"). All of this work will be conducted pursuant to and in compliance with the
requirements of paragraphs 35 -37 of the May 22, 2013 United States Securities and Exchange
Commission Order Instituting Cease - and - Desist Proceedings Pursuant to Section 8A' of the
Securities Act of 1933, Making Findings, and Imposing Remedial Sanctions and a Cease -and-
Desist Order .(the "SEC Order" ). Please note that the Firm will not issue an opinion letter
concerning the City's compliance with such policies. Rather the Firm will provide a report to the
City on whether the policies implemented by the City comply with the requirements of the SEC
Order. It is our understanding that the City and Squire Sanders (US) LLP, the City's counsel in
connection with the SEC Order, will formulate the policies to be adopted by the City to comply
with the SEC Order. The engagement will last for a period of three years commencing on the
date of the City's execution of this engagement letter and ending upon the Firm's submission of
the Annual Report for the third and final year of the engagement.
This letter, if approved by the City, will serve as the engagement of the Firm to serve in the
above- described role in connection with this matter. The Firm will charge a flat fee of $10,000
per annual review, plus costs, to handle this engagement. Your execution of this letter on behalf
of the City will serve as the City's agreement to reimburse the Firm for fees and expenses upon
invoice, in accordance with the Firm's Policy on Professional Fees, Costs and Expenses
(attached). This annual fee for this matter will be billed to the City and be payable in full upon
the submission of each Annual Report.
I will serve as the Firm's attorney primarily responsible for this matter and will coordinate our
representation of the client and determine the make -up of the team required to handle this
representation. Any questions regarding this engagement-should be directed to my attention.
Please be advised that for the period of the Firm's engagement and for a period of two years
from completion of the engagement, the Firm shall not enter into any employment, consultant,
attorney - client, auditing or other professional relationship with the. City, or any_ of its present or
former affiliates, directors, officers, employees, or agents acting in such capacity. Furthermore,
the Firm will require that any person engaged to assist the Firm in performance of its duties
under this engagement shall not, wiihout :tle, prior written consent of the'U.S. Securities 'and
Exchange Commission Division of Enforcement; "enter' into any employment; consultant,
attorney - client, auditing or other professional relationship with the City, or any of its present or
former affiliates, directors, officers, employees, or agents in their capacity as such 'for the period
of the engagement and for a period of two years after the engagement.
If the foregoing is acceptable, please execute this letter where indicated below. We look forward
to working with you on this matter.
Very truly yours,
Bernardo A. Portuondo
The undersigned hereby acknowledges that Resolution No. _'Ioo - (3 -- ILItil$ of the City of
South Miami sets forth the understanding ofthe parties as "to the scope of this agreement and it,
as well as the Firm's Policy on Professional Fees, Costs and Expenses, are attached hereto and
made a part hereof by reference.
LIEBLER, GONZALEZ & PORTUONDO P.A.
By: —Y,
Bernado A. Portuondo
ATTESTED: CITY OF SOUTH Iv
Signat re: By:
4ria Menendez Steven Alexand
City Clerk /City manager
R
L
Policv on Professional Fees. Costs and ExllenseS
The following is an explanation of the basis on which Liebler, Gonzalez & Portuondo, P.A.
charges for services rendered and expenses incurred. This matter will be billed as indicated in
the engagement letter to which this policy is attached.
Liebler, Gonzalez & Portuondo, P.A. also bills all clients for direct expenses incurred such as
long distance telephone calls, telecopier charges, photocopying, word processing, printing,
postage, expedited mail or delivery service (including Federal Express; special courier and local
messengers), filing fees, documentary stamps, intangible taxes, -transcript and deposition fees,
travel, expert witness fees and overtime secretarial services. Where the expenses involve
extraordinary payment to persons outside the firm, the Firm may occasionally request that a
client pay the expenses directly.
The Firm expects payment of our statements on a current basis, since delayed payment adds to
our overall costs of providing services. All claims, disputes and other matters in question
concerning our services or fees shall be decided in arbitration in accordance with the commercial
arbitration rules of the American Arbitration Association. All arbitration proceedings shall be
conducted in Miami, Florida.
MIAMI DAILY BUSINESS REVIEW
Published Daily except Saturday, Sunday and
Legal Holidays
Miami, Miami -Dade County, Florida
STATE OF FLORIDA
COUNTY OF MIAMI -DADE:
Before the undersigned authority personally appeared
MARIA MESA, who on oath says that he or she is the
LEGAL CLERK, Legal Notices of the Miami Daily Business
Review f /k/a Miami Review, a daily (except Saturday, Sunday
and Legal Holidays) newspaper, published at Miami in Miami -Dade
County, Florida; that the attached copy of advertisement,
being a Legal Advertisement of Notice in the matter of
CITY OF SOUTH MIAMI
PUBLIC HEARING - SEPTEMBER 17, 2013
in the XXXX Court,
was published in said newspaper in the issues of
09/06/2013
Affiant further says that the said Miami Daily Business
Review is a newspaper published at Miami in said Miami -Dade
County, Florida and that the said newspaper has
heretofore been continuously published in said Miami -Dade County,
Florida, each day (except Saturday, Sunday and Legal Holidays)
and has been entered as second class mail matter at the post
office in Miami in said Miami -Dade County, Florida, for a
period of one year next preceding the first publication of the
attached copy of advertisement; and affiant further says that he or
she has neither paid nor promised any person, firm or corporation
any discount, r bafe-corr ion or refund for the purpose
of sees. dvertisement or publication in the said
Savor and subscribed before me this
06 day of SEPT R A.D. 2013
(SEAL)
MARIA MESA personally known to me
o _..:6''
MERCEDES ZALDIVAR
MY COMMISSION #FF029736
or oP '
EXPIRES June 20. 2017
Service corn
Miami Herald
Page 1 of 1
Publication: Miami Herald; Date: Sep 8, 2013; Section: Nbrs - South East (Pinecrest, Coconut Grove, Fa:
MIAMINERALD (MiamiHerald.comT SE St1NDA SSEPTEMBER8,201317SE
Select a Service Sunday Discount
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CITY OF SOUTH MIAMI
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Remembering My Grandfather
on His 100th Birthday
WCAWMNEWa SiSSER
CAMWNPSSfftakUAA.COM
Thistanrnel at theageof thin t had mymy
first -9ary It was eady in the monurg and 1 frond
myself in gar car with my fades d," across the
Julia
We Causes W totiliM into a de,k omine s
doatthalseetoedto eagull all of Miami Basch
irdding ML Sinai Nospiblwt..I was about I.
bore iVinal trench m py. Just am entered
the GumerickAmb*Wy Sagica! Cents ft bee*
ons openod upend it began to pros only es it an
der in Miami on humid Julym.7inp. Sitkrg in the
waiting mon.�abow sargery, l found myself
rd-fiy 0. my MamnSimo -A
M.D. (Grarddaddo,and Wsprofersional and chic
itwotvemWit rm A6ani Bead,.
Ban on fire westsida of Waco in 1913. Grand-
daddy was the prc&%tof immigraraparents hum
11tla13nH.ltd l'dard, lbsoltenspokoeba.thmY
he said nowsiepara during the Gmat Depression
Ontv¢y StaffiSBeef dodumij in and out of balk
to save money to buy silt fa NsgraJotiou -De
altmded Northwestern "i -city ant imemnd at
Cook Cmg General Hmpits! afterwFich hems
conscripted into the US Amory dying WWId War
It H. apec'ral..d in psychiaayand nawologyani
at.na time ana dedasone of ft plTiciam M
Roddertlioosme ltatINatevNecd"ital. He
finished his rasidancy at South Beach liaRibt
Psychiatry and Neurdgry. 1. ft said 1997. be
requested balsfa to the VA Hospital in Coral
Gab(m f orida, nowlhe Whose Motel. Me taint
psydiatry at IteUlilwsity of Miami at Jackson
hkmaial}lospital and in 1956 opened ai.lk.in
Nergl Miami as— oe Mn paclidlg psildeabids
m the Miami arm. Granldaddywas m11 pablishad
in Ieaclig peerre+ .dla+raals. ouch as, Th.
JWmal of the A— m- MwF'AAssochdal
and N A-- iianJoumal of Payahuy, many d
his ar[des car be Wed adirm today. Ile was a
fuerommr in Elatff)MMASW (EM ad RIPmss
therapies. 1. 1961 he beam. a Charms Life
Member at Mt Sinai Nospitat where hesenedon
Mali and practiewpsyWasnyonbl the carp 1997x.
Ihmagnutkiwy—s p edUtgmadden be had
igspibl pdvllaw. al SL Franda Hospital, North
Store 11mitaland North Miami General in adMw
tam.S -maL
As I at in tlsaw hkgroom, I dwaght of
tel n w Nat.htry atthe Ili
Motu 7o vw and h aw fr s come, as
part, bon people like Sm Ganddarklydirlid in=
at the ewer dnetic Hewent in ton a hemia
W— don, —hfike It. one !was to Ifava. IM he
revo rmko up As far beck as I a. h3
remareba
always lmda hernia bean sit of the buss 1.-14
.[ways swat Ib bdkedabout haw he had twed
withdsfaahawasinhis8We Mosaldherater
gait fixed beauso of Om say.dty d ifs hemia
aurcJOry back Uen. M�igne has adixceA
tght -yearn ham »betray p�andtaNa was in his
ttergrs.l[makes tre vmndar dhahadreceived Ilia
same quick hamia fa I had, if he would sell ba here
today to see fimoneha dredth hirttday.
I will remember my grandfather for twilf f d
walks on NWmendyShaes Goff pub in—mb of
gilt balls, for teaching me to skive, for makirgme
da oahoi a don tables at a wry young age aid
instilling inme mmels inUdiong a serbe d
wlulcoerisn. He mm spoke -k lutwhenkre
iSd dmeam sdsredioq. Fk washom a div¢rerd
era. He woold "nanunicate by —lips and
lypimstud Was on his tfpevwka.I remanba he
wealdrarnini aah.utlrschildheel grmvibgWm
Mvfifana, m IN bode, of MWilan and kdian
Me look — topobfic heanirps and ga oings on
Miami Reach where he spent time pushing fa more
green.paw eadmu. paieg oo llm 0.ch.Ito
revs spoke onki dly.f an yon.. via life's los=s
wn. marry. He raised f— bildrenad always
managed to finds way 10 help fns saves
grandluldrmxfiWn hefau�stln' fun ways .
He gave me ab¢a7th and gaids— as only a
gandpaent knows how to gyre. Dn des Grandpa-
ants gay I ask that we all take time to remember
Der grandparents. Most of no !—prod to rat
M'N.Siam san- myC -W.Myi
in lovi,gmemayof my (3tan>djarents kids
Iass -, Maxim Sin —an, Mahan Simonson,
Mac Sirs a ad)." Lessner.
ADKA167
6
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