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HomeMy WebLinkAbout2000-387FILE REFERENCE FORM 2000-387 X Additional File Exists Additional File Contains Records Not Public, According to the Public Records Act Other FILES Date Initials Contract Extension — Ordinance No. 2006-200 07/18/06 J R S \Our Documents\Ordmances\00\Bond Counsel Ordinance doe ORDINANCE NO ,� -Zj % 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 AN EFFECTIVE DATE THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS Section 1 That the City Council hereby approves the Bond Counsel Contract, attached hereto, between the City of Denton 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 2 That the City Council approves the expenditure of funds for said agreement as authorized in the attached agreement Section 3 That this ordinance shall become effective immediately upon its passage and approval PASSED AND APPROVED this the 1h day of De1U6er 2000 � 60 - EULINE BROCK, MAYOR ATTEST JENNIFER WALTERS, CITY SECRETARY BY d APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY BY S \Our Documents\Contracts\00\Bond Counsel Contract doc 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, 2005 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 of Denton ATTN City Manager 215 E McKinney Denton, TX 76201 McCall, Parkhurst & Horton L L P 717 North Harwood, 9th Floor Dallas, TX 75201-6587 Either party may change its marling 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 heremabove 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 tlus is a professional services contract and CITY is contracting for the unique services of FIRM FIRM'S rights and responsibilities under tlus 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 contractor 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 professional 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. COMPLIANCE WITH LAWS Finn 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 XI. PERSONNEL Finn 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 XII. 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 signature of all parties hereto in duplicate originals this the /2� day of , 2000, Denton County, Texas ATTEST JENNIFER WALTERS, CITY SECRETARY BY APP19VED A TO LEGAL FORM HERBERT L UTY, Cl ATTORNEY BY CITY OF DENTON, TEXAS EULINE BROCK, MAYOR McCALL, PARKHURST & HORTON, L L P BY Z� !„ E. 9i,,,„r ZT- LAW OFFICES M9CALL, PARKHURST a HORTON L L P 600 CONGRESS AVENUE 1250 ONE AMERICAN CENTER AUSTIN TEXAS 787013248 TELEPHONE 512 478 3805 FACSIMILE 5124720871 Mayor and Members of the City Council City of Denton 215 E McKinney Street Denton, Texas 76201 717 NORTH HARWOOD NINTH FLOOR DALLAS TEXAS 75201 6587 TELEPHONE 2147549200 FACSIMILE 2147549250 September 25, 2000 Re Engagement as Bond Counsel Dear Mayor and Members of the City Council 700 N ST MARY S STREET 1225 ONE RIVERWALK PLACE SAN ANTONIO TEXAS 78205 3503 TELEPHONE 2102252800 FACSIMILE 2102252984 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 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 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 4 Submit the Bond transcnpt to the Public Finance Division of the Attorney General's office and obtain all necessary approvals 5 Supervise the execution of the Bon-'s-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 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 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 rmllion 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 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 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 Respectfully submitted, McCALL, PARKHURST & HORTON L L P L E (Ted) Brnzzo ara, III ACCEPTED THIS THE _L?LWAY OF &V6& r 2000 CITY OF DENTON, TEXAS Mayor