The URL can be used to link to this page

Home My WebLink About2007-060FILE REFERENCE FORM 2007-060 X Additional File Exists Additional File Contains Records Not Public, According to the Public Records Act Other FILES Date Initials First Amendment to Agreement — Ordinance No. 2009-097 03/27/09 J R Second Amendment to Agreement — original is attached 03/01/10 J R S:\Our Documents\Ordinances\07\McCall Parkhurst & Horton.doc ORDINANCE NO. AN ORDINANCE APPROVING THE CITY MANAGER TO EXECUTE A BOND COUNSEL AGREEMENT BETWEEN THE CITY OF DENTON AND MCCALL, PARKHURST & HORTON, LLP, APPROVING THE EXPENDITURE OF FUNDS THEREFOR, AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City has solicited, received and evaluated proposals for bond counsel services in accordance with the procedures of State law and City ordinances; and WHEREAS, the City has selected McCall, Parkhurst & Horton, LLP for the purpose of providing bond counsel services; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Council hereby approves the Bond Counsel Agreement, attached hereto, between the City of Denton and McCall, Parkhurst & Horton, LLP. SECTION 2. The City Manager, or his designee, is authorized to make the expenditures as outlined in the attached Agreement and to exercise all rights and duties of the City of Denton under the Agreement. SECTION 3. This Ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the 2 7 day of2007. McNEILL, MAYOR - &10(1111 ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL/FORM: EDWIN M. SNYDER, CITJ ATTORNEY LAW OFFICES WCALL, PARKHURST & HORTON L.L.P. 600 CONGRESS AVENUE 717 NORTH HARWOOD 700 N. ST. MARY'S STREET 1250 ONE AMERICAN CENTER NINTH FLOOR 1525 ONE RIVERWALK PLACE AUSTIN, TEXAS 78701-3248 DALLAS, TEXAS 762014687 SAN ANTONIO. TEXAS 782054503 Telephone: 512478-3805 Telephone: 214754-9200 Telephone: 210225-2800 Facsimile: 512472-0871 Facsimile: 214754-9250 Facsimile: 210225-2984 March 27, 2007 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: This letter is submitted to state our fees and described 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"). SCOPE OF ENGAGEMENT Generally, we will perform all usual and necessary legal services as Bond 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: 1. Prepare all resolutions, ordinances, and other instruments pursuant to which the Bonds will be authorized, 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, and review bond purchase agreements. 4. Review those sections of any official statement to be disseminated in connection with the sale of the Bonds which describe the Bonds, the resolution or ordinance pursuant to which they will be issued and the tax-exempt treatment of the interest on the Bonds for purposes of federal income taxation. 5. If requested, assist the City in presenting information to bond rating organizations and providers of credit enhancement relating to legal issues affecting the issuance of the Bonds. 6. Submit the Bond transcript to the Public Finance Division of the Attorney General's office and obtain all necessary approvals. 7. Supervise the execution of the Bonds and the delivery thereof to the purchasers. 8. When so delivered, give our approving opinion covering the validity of the Bonds and the exemption of interest thereon from federal income taxes, it being understood that the approving opinion will be fully acceptable nationally in regular commercial investment banking bond marketing channels. 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 Counsel will contain a paragraph substantially to the effect 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 been requested to investigate or verify, and have not investigated or verified, any records, data, or other material relating to the financial condition or capabilities of the City, and have not assumed any responsibility with respect thereto. FEES AND OTHER SERVICES The fee covering the legal services of this firm, as Bond Counsel, for the issuance of the Bonds, in one or more installments, 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 fees 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 undertake upon the request of the City such services as may be necessary to assist the City in satisfying the continuing disclosure requirements of Rule 15c2-12 promulgated by the Securities and Exchange Commission or any necessary disclosure obligations of the City in connection with the issuance of Bonds. Our fees for such services would be based upon the customary hourly billing rates of the attorneys providing such services. Such rates are $250.00 per hour for partners and $150 per hour for associates. Should it be necessary for the firm to render a written opinion with respect to such matters, such fee for legal services provided in connection with the delivery of the opinion will be set at an amount agreed upon by us and the City. RECORDS At your request, papers and property furnished by you will be returned promptly upon receipt of payment for outstanding fees and client charges. Our own files, including lawyer work product, pertaining to the transaction will be retained by us. For various reasons, including the minimization of unnecessary storage expenses, we reserve the right to dispose of any documents or other materials retained by us after the termination of this engagement. TERM The term of this agreement shall commence March 27, 2007, and conclude March 26, 2009 (the "Expiration Date"), subject to extension as hereinafter described. The Expiration Date shall be extended for three additional one-year periods, unless the City provides written notice of termination at least 30 days prior to the then -existing Expiration Date. Respectfully submitted, McC PARKHURST & HORTON L.L.P. C Grego .Se her ACCEPTED THIS THE 27' DAY OF MARCH, 2007. CITY OF DENTON, TEXAS Ey. 4� L — eorge C. Campbell, City Manager APPROVED AS�LEW FORM EDWIN M. DER, TY ATTORNEY f3� SECOND AMENDMENT TO BOND COUNSEL SERVICES AGREEMENT STATE OF TEXAS COUNTY OF DENTON This Second Amendment to that certain Bond Counsel Services Agreement executed on March 27, 2007 and amended March 27, 2009 between the City of Denton, Texas, a municipal corporation located in the State of Texas, hereinafter referred to as "City," and McCall, Parkhurst & Horton L.L.P., hereinafter referred to as "Law Firm"; said Agreement, including all amendments executed pursuant to the Agreement, are hereinafter referred to as the "Agreement"; NOW, THEREFORE, under the conditions and for the considerations hereinafter expressed, the parties hereby agree as follows: SECTION 1. In accordance with the "Term" of the Agreement, the Agreement is hereby extended for a second one-year extension which will begin March 27, 2010 and ending March 26, 2011. SECTION 2. Save and except as amended hereby, all the remaining articles, terms, conditions, sections, sentences, clauses, and phrases of the Agreement shall remain in full force and effect. IN WITNESS of which this Agreement has been executed on this the l S of Lpdis , 2010 by the duly authorized officers of Law Firm and City. CITY OF DENTON: By:v— George C. Campbell City Manager Address: City of Denton 215 E. McKinney Denton, Texas 76201 ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: 1� Page APPROVED AS TO LEGAL FORM ANITA BURGESS, CITY ATTORNEY BY: E. -" O McCALL, PARKHURST & HORTON L.L.P. B (.� Y Authori Si nature Name: Gregory C. Schaecher Title: Partner Page 2