HomeMy WebLinkAbout1995-185E:\HPD0CS\0RD\80NDC0N.0
ORDINANCE NO. 7J 1/L/ S'
AN ORDINANCE APPROVING A BOND COUNSEL CONTRACT BETWEEN THE CITY OF
DENTON AND MCCALL, PARKHURST & HORTON, L.L.P.; AUTHORIZING THE
MAYOR TO EXECUTE THE CONTRACT; APPROVING THE EXPENDITURE OF FUNDS
THEREFOR, AND PROVIDING FOR AN EFFECTIVE DATE.
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION I. That the City Council hereby approves the Bond
Council Contract, attached hereto, between the City and McCall,
Parkhurst & Horton L.L.P., to provide all usual and necessary legal
services as Bond Counsel in accordance with said agreement and the
Mayor is hereby authorized to execute the agreement on behalf of
the City.
SECTION II. That the City Council approves the expenditure of
funds for said agreement as authorized in the attached agreement.
SECTION III. That this ordinance shall become effective
immediately upon its passage and approv 1.
PASSED AND APPROVED this the Zay of , 1995.
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
APPMVED AS TO LEGAL FORM:
HERBERT L. PROUTY, CITY ATTORNEY
Y6
STATE OF TEXAS §
COUNTY OF DENTON §
BOND COUNSEL CONTRACT
THIS CONTRACT is made and entered into by and between the City of
Denton, 215 E. McKinney, Denton, Texas 76201 ("CITY"), acting
herein by and through its governing body, and McCall, Parkhurst &
Horton, L.L.P. ("FIRM").
I. EMPLOYMENT OF FIRM
CITY agrees to employ and does hereby employ FIRM to perform
the duties of Bond Counsel as described in Exhibit "A" attached
hereto and incorporated herein as if set forth at length, for the
fees set forth in Exhibit "A". Provided, however, nothing herein
shall require the CITY to pay for services which are not performed
in compliance with the terms and conditions of this contract.
II. TERM
The term of this Contract shall begin on the date this Contract
is executed and extend to September 30, 2000. CITY or FIRM may
sooner terminate this Contract by giving (30) thirty days written
notice of said termination to the other party. In the event of
termination by the CITY, the CITY shall pay FIRM for any services
which it has performed up to the date of delivery of the written
notice to FIRM in accordance with the terms and conditions of this
contract. Upon receipt of the notice of termination, FIRM shall
cease all services hereunder.
III. NOTICE
Any notice or other written instrument required or permitted to
be delivered pursuant to the terms of this Contract shall be deemed
to have been delivered, whether actually received or not, when
deposited in the United States mail, postage prepaid, registered or
certified, return receipt requested, addressed to CITY or FIRM, as
the case may be, at the following addresses:
CITY FIRM
City of Denton McCall, Parkhurst & Horton L.L.P.
ATTN: City Manager 717 North Harwood, 9th Floor
215 E. McKinney Dallas, TX 75201-6587
Denton, TX 76201
Either party may change its mailing address by sending notice
of change of address to the other at the above address by certified
mail, return receipt requested.
IV. VENUE
The terms, obligations and requirements of this Contract shall
be construed in accordance with the laws of the State of Texas.
The obligations and requirements of the parties hereto are
performable in Denton County, Texas. Any litigation involving this
Contract shall be tried in a court of competent jurisdiction
sitting in Denton, County, Texas.
V. ACCEPTANCE OF EMPLOYMENT
In consideration of the terms, covenants and mutual agreements
hereinabove stated, FIRM hereby accepts the employment of CITY and
undertakes the performance of this Contract as above stated.
VI. AMENDMENT OF CONTRACT
Any amendments to this Contract shall be in writing, signed by
both parties.
VII. ASSIGNMENT
It is understood and agreed that this is a professional
services contract and CITY is contracting for the unique services
of FIRM. FIRM'S rights and responsibilities under this Contract
may not be assigned by FIRM to another law firm without prior
written approval of the assignment by City.
VIII. INDEPENDENT CONTRACTOR
The FIRM shall perform all services as an independent contrac-
tor not under the direct supervision and control of the CITY.
Nothing herein shall be construed as creating a relationship of
employer and employee between the parties. Nothing herein creates
any rights or remedies for persons who are not parties to this
contract.
IX. PROFESSIONAL LIABILITY INSURANCE
During the term of this Contract, FIRM shall maintain in full
force and effect a professional liability policy with an insurance
company licensed to do business in the state of Texas in an amount
not less than one million dollars ($1,000,000.00). Said profes-
sional liability insurance shall provide coverage for any and all
claims, actions, suits or proceedings of any kind brought by a
third party which results directly or indirectly from errors or
omissions of FIRM.
X. INDEMNITY
The FIRM agrees to hold harmless and indemnify the CITY from
and against any and all suits, actions, legal or administrative
proceedings, claims, demands, liability, monetary loss, and
interest arising from any negligent acts, errors or omissions or
wilful misconduct of FIRM in performing services or failing to
perform services pursuant to this contract.
XI. COMPLIANCE WITH LAWS
Firm shall comply with all federal, state and local laws,
rules, regulations, and ordinances applicable to the work covered
hereunder as they may now read or hereinafter be amended, including
without limitation, the Texas Disciplinary Rules of Professional
Conduct.
XII. PERSONNEL
Firm represents that it has or will secure at their own expense
all personnel required to perform all services required pursuant to
this contract. All services required hereunder will be performed
by FIRM or under its supervision. All personnel engaged in the
performance of services pursuant to this contract.shall be
qualified and shall be authorized by law to perform such services.
XIII. CAPTIONS
The captions appearing at the first of each numbered section
are inserted and included solely for convenience and shall never be
considered or given any effect in construing this contract.
This Contract is executed on behalf of CITY by the presiding
officer of its governing body who is authorized to execute this
instrument by order heretofore passed and duly recorded in its
minutes and by a partner of FIRM who, by execution of this
Contract, represents and warrants that he or she has the authority
to execute this document on behalf of FIRM.
WITNESS the signat r of all parti s Yeret in duplicate
originals this the day of��sJ , 1995,
Denton County, Texas.
CITY OF DENTON, TEXAS
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY: ,
APPROVED AS TO LEGAL FORM:
HERBERT L. PROUTY, CITY ATTORNEY
McCALL, PARKHURST & HORTON, L.L.P.
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BY: d ��l^
E:\WPDOCS\K\BOND.K
SENT BY:214*7549250
MCCALLPARKHURST-
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MCCALL_, PARKHURST & HORTON L•L.P,
3100 ONE AMERICAN CENTER
AU5TIN, TEXAS 76701.32AS
`CL}•MON! 5124760804
FC S'Wl DI1472<JC7
Mayor and Members of the City Council
City of Denton
215 E. McKinney Street
Denton, Texas 76201
Re: Engagement as Bond Counsel
Dear Mayor and Members of the City Council:
717 NOWH HARWOC)C1
NINTH FLOOR
DALLAS, TEXAS 75201.65137
Tr. FoMONL E14 220.2BOO
FAVr Mu,< AM 754•AQ,jQ
EXHIBIT "A"
1225 ONE RIVENWAL K PI ACC
5AN ANTONIO, TEXAS 70205-3503
%LuMONV 210 225-2BOO
FACSIMILL 210 225-2084
This letter is submitted to state our fees and describe the legal services of McCall, Parkhurst & Horton L.L.P- in
performing the duties of Bond Counsel for the City with reference to the issuance of the City's bonds and other debt obligations
(the "Bonds").
Generally, we will perform all usual and necessary legal services as Boni Counsel in connection with the authorization,
issuance, and delivery of the Bonds. Specifically, we will prepare and direct the legal proceedings and perform the other
necessary legal services with reference to the authorization, issuance, and delivery of the Bonds, including the following:
Prepare all resolutions, ordinances, and other instruments pwsuant to which the Bonds will be author-
ized, issued, delivered and secured, including election proceedings, if necessary, in cooperation and
upon consultation with the City Council, their consultants, and other legal and financial advisors and
consultants of the City.
2. Attend meetings of the City Council with reference to the authorization and issuance of the Bonds
to the extent required or requested.
3. Cooperate with the City Council and all other interested parties in the sale of the Bonds to the
purchasers.
4. Submit the Bond transcript to the Public Finance Division of the Attorney General's office and obtain
all necessary approvals.
5. Supervise the execution of the Bonds and the delivery thereof to the purchasers.
6. When so delivered, give our approving opinion covering the validity of the Bonds and the exemption
of interest thcroon front fcdcral income taxes, it being understood that the approving opinion will be
My acceptable nationally in rcgular commercial investment banking bond marketing channels.
DRAFT: 917/95
The fee covering the legal services of this firm, as Bond Counsel, for the issuance of the Bonds, in one or more
instal mt ats, is as follows:
$5,000 for the first million dollars of Bonds;
$1.00 per $1,000 of Bonds thereafter.
Also, we would expect to be reimbursed for our actual out-of-pocket expenses reasonably and necessarily incurred in
connection with the authorization, issuance, and delivery of such Bonds i.e. travel, photocopies, courier, Form 8038G filing
and the Attorney General's filing fee.
Our few and expenses will be payable within 30 days after the delivery of and payment for such Bonds, but our fees
are wholly contingent upon actual delivery of such Bonds.
The foregoing legal services as Bond Counsel do not include any direct responsibility for any kind of litigation.
However, if during the issuance of Bonds any litigation should develop regarding the issuance of the Bonds or the provisions
made for their payment or security, we will consult, advise. and cooperate with the City and its attorneys concerning any such
litigation. Our fees for such services would be based upon the customary hourly billing rates of the attorneys providing such
additional services.
The firm will urkdextako upon the request of the City such services as may be necessary to assist the City in satisfying
the continuing disclosure requirements of Ride 15c2-12 promulgated by the Securities and Exchange Commission, and effective
as to Bonds sold on and after July 3,1995. Our fees for such services would be based upon the customary hourly billing rates
of the attorneys providing such services. Such rates are $200 per hour for partners and $125 per hour for associates. Should
it be necessary for the rum to render a written opinion with respect to any matters relating to the compliance by the City with
the ongoing disclosure or other compliance requirements of Mule 15c2-12, such fee for legal services provided in connection
with the dolivery of the opinion will be set at an amount agreed upon by us and the City.
Our services as Bond Counsel do not include any responsibility for investigating the financial condition and affairs
of the City. Our approving legal opinion as Bond Coumel will contain a paragraph substantially to the effoct that we have
acted as Bond Counsel for the City for the sole purpose of rendering an opinion with respect to the legality and validity of the
Bonds under the Constitution and laws of the State of Texas, and with respect to the exemption of the interest on the Bonds
from federal income taxes, and for no other reason or purpose. The paragraph will also disclose that we have not boat
requested to investigate or verify, and have not investigated or vied, any records, data, or other material relating to the
financial condition or capabilities of the City, and have not assumed any rusponsibility with respect thereto.
Respectfully submitted,
McCALL, PARKHURST & HORTON L.L.P,
L. E. (Ted) Brizzolara, III
ACCEPTED THIS THE Aj� DAY O , 1995.
City of Denton, Texas
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