1995-185E:\WPDOCS\ORD\BOHDCON.O
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 FORAN 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 passagethis and app~v~l./~ f~
PASSEDAND APPROVED the ,~.day o , 1995.
BO~ CASTLEBERRY, ~OR~
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
HERBERT L. PROUTY, CITY ATTORNEY
BY:
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. EMPLOYMRNT 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.
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. COMPLI/~NCE WITH L~WS
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. Ail services required hereunder will be performed
by FIRM or under its supervision. Ail 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 signa~ )of all parties ~eretQ in duplicate
originals this the /~ day of~ , 1995,
Denton County, Texas.' --
CITY OF DENTON, TEXAS
BOB CASTLEBERRY, MAYOR/
/
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM:
HERBERT L. PROUTY, CITY ATTORNEY
McCALL, PARKHI/RST & HORTON, L.L.P.
E:\~PDOCS\K\BOND.K
SENT BY:214,7549250 ; 8- 7-95 ; 15:36 ; MCCALLPARKHURST~ ;# 2/ 3
MCCALL, PARKHURST & HORTON [_il.P,
3100 ONE AMERICAN CENTER 717 NONIH HARWOOD 1~5 ONE I:~lV~Jtwa[ ~ ~{ ACE
AUSTIN, TEXA~ 78701-3~48 NINTH FLOOR SAN ANTONIO, T~ 7~=05-3503
EXHIBIT "A"
Mayor and 1bi~t~b~ of thc City Cou,~51
City of Denton
215 K McKinnay Street
D~nton, Tcxaa 76201
R~: Engagement as Bond Counsel
Dear Mayor and Me~nbers of the Ci.ty Coundl:
This lctte~ is submitted to state our fees and de,sari, be the legal s~rvice~ of McCall, Patkhurat & Harmn LL.P. in
performing thc duties of Bond Coun~ I'c~ the C/ty w/th ref~:a to the iss:,.-,~ of the City's bond~ ~nd other 'debt obligations
(tl~
Ge~-r~'y, we wR! perform all ~ ~d n~:es.~l% le~tl s~'vic~ ~ ne~d Coun~l in connection with the authori~tion,
issuance, and delivery of the Bond~. Speei~c~iHy, we will prepare _n..~ direr tl~ le~l proceedings and perform the other
n~.~ssnty le~ se~ices with reference to the authoriTado., issuance, and delivery oFtl~ ~xh, including the following:
i~[, issu~ delivered and s~ured, including election procecdin~, if ncc, e~, in c, ooperntion and
co~ultaat~ of the City,
2, Attend meetings of the City Council with ref'eren~ to ~ nuthorization and i~p.~.n.,~ec of the Bo~d~
to Ihe extent required or requested.
3, Coopernte with the City Council and nil oth~ inter~tcd @arti~ in thc s~¢ o£ thc Bonds to thc
4, Submit the Bond mm~dpt ~o tl~ Public Finnn~e Diw~[o~ o£ the Atton~'./Gcncral'~ o~e and obtnin
~ n~_.~y npprovnh.
$. Supervise tSe executio, of the Bonds ~..~I the ddi¥¢~ th~-cof to thc purchnsers.
6, ~ ~o delivel~, give o~ npproving op~ cowering the vnlidity of the bond~ nnd ~e exemption
of in~t thcrc~ f~m fedcr~l iacom¢ t~, ~t 5~in8 ~md~ thnt the ~proving opinion will
~ly ~bl¢ .ationn]~y in regular c. ommercinl inve~m~ent 5n.l~i.~ bond mn~ketlng
DRAFT: ~/7/95
The 1'~ covering the legal services of this firm, as BOnd Counsel, for fl~ issuance of the Bo~ds, in or~ or mom
installm&as, is ~ follows:
$5,000 f~ ~ fi~ ~ion do~s of ~;
$1.00 ~ $1,~0 of~ ~or~a~.
~, ~ ~ ~ ~ ~ ~b~ f~ ~ ~m~ out~f-~ ~ r~bly ~ n~ ~ ~
~fi~ ~ ~ an~fion, is~mce, ~d ~liv~ of~ch ~s i.e, ~avel, ph~pi~, ~, F~ 8038G
A~ ~fl's filing f~.
~ ~ ~ ~ will ~ payable ~n 30 ~s afl~ ~e ~liv~ of ~ p~ f~ ~.?h ~, b~ ~ ~
w~l~ ~fin~ont ~ ~ dsliv~ of such BO~.
~, if~g ~ ~m~ of ~n~ ~y ~tigafi~ s~d ~elop ~g~d~g t~ ~ of ~ ~ ~ ~
f~kp~ ~ ~W, we ~ w~C advi~. ~ ~a~ wi~ &o CiW ~ i~ a~m~ ~ng ~ such
lifi~ ~ ~ ~ ~h ~ wo~d ~ b~ u~n ~e ~s~ ~ bH~g ~ of ~ a~ pro~ding s~h
TI~ firm will undertak~ upon th~ roquost of the City such services as may I~ nec~ksary to assist lh~ City in satisfying
tim co-6n.;,~ disclo~m~ requimmm~ o£Rule 15c2-12 promul~ted by tim ~'uriti~ m~d ~w,h.nge Comm~ion, ~ ett~tive
as to Bonds sold co and after July 3, 1995. Our fees for such services would be based upon the customary hourly hilling rates
of the atta'a~ providing such services. Such rates are $200 par hour for partmvs and $125 per hour for associates. Should
it be n~mmry for ~ fu'm to render a written opinion with respect to any matters relating to thc compliance by thc City with
tho ongoing disclosure or other compliance r~xluirememts of Rule 15~2-12, such fa for legal services provided in connection
with the d~liv~j oftbe opinion will be set at an amount a _greea__ upon by us and the City.
Our services as Bond Counsel do not include any responsibility for i~wstigating tho financial condition and affairs
of the City. Our approving legal opinion as Bond Counsel will contain a paragraph su~tantially to the offoct that wc have
acted as Bond Cc~msel for the City for tl~ sole purpose of rendering an opinion with r~sp~ct to tbe legality and validity of thc
Bonds under tl~ Constitution and laws of th~ State of Texas, and with resider to the exemption of tho interest on tho Bonds
from federal incomo tax~s, and for no other reason or purpo~. The paragraph will also di~ose that we have not beon
requested to investigate or verify, and have not investigatod or verified, any rmotnis, data, or other material relating to tl~
fi,ancial condition or capabiliti~ o£tha City, and hav~ not assumed any r~'sponsibili/y with respm the, rom.
Resp~fully submitted,
McCALL, PARKHURST & HORTON LL.P,
L. B. (Tod) Bd~,olm~, III
ACCEPTED THIS THE ~DAY 0~, 1995. City of Denton, Texas