2012-028S:U,egal\Our pocumentsl0rdinances1121McCa11 Parkhurst & Horton.doc
ORDINANCE NO. 2O 12-OZS
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 AN EFFECTIVE DATE.
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.
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PASSED AND APPROVED this the 2/ — day of , 2012.
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
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BY:
LAW OFFICES
McCALL, 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 75201-6587 SAN ANTONIO, TEXAS 78205-3503
Telephone: 512 478-3805 Telephone: 214 754-9200 Telephone: 210 225-2800
Facsimile: 512 472-0871 Facsimile: 214 754-9250 Facsimile: 210 225-2984
February 21, 2012
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:
TMs 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 ofthe 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 as authorized and requested by the City. 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, 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.
If requested, assist the City in presenting information to bond rating orgar►izations 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.
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 ofthe 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 Sta.te 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 $1,000,000 of Bonds;
$1.00 per $1,000 of Bonds %r the ne�rt $9,000,000 of Bonds;
$0.95 per $1,000 of Bonds for the next $30,000,000 of Bonds; and
$0.90 per $1,000 of Bonds thereafter.
If an issue of Bonds by the City exceeds $100,000,000 in principal amount, the firm and the City will discuss
and consider discounts to the fee schedule described above and the fees for such an issuance of Bonds will be
set at an amount agreed upon by us and the City.
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 hourly billing rates of the attorneys providing such
services, and such rates shall be $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 outsta.nding fees and client chaxges. Our own files, including lawyer work product, pertaining to
the transaction will be retained by us. For various reasons, including the minunization 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 on March 27, 2012, and conclude on March 26, 2017.
Notwithstanding any other provision of this agreement, either party may ternunate this engagement by giving
thirty (30) days advance written notice to the other party.
Respectfully submitted,
McCALL, PARKHURST & HORTON L.L.P.
By:
Grego aecher
ACCEPTED THIS TI� 21 ST DAY OF FEBRUARY, 2012.
CITY OF DENTON, TEXAS
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APPROVED AS TO LEGAL FORM:
Anita Burgess, City Attorney
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