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First Amendment to Agreement – Ordinance No. 2009-097 03/27/09
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Second Amendment to Agreement – original is attached 03/01/10
S:\Our Documents\Ordinances\07\McCal1 Parkhurst & Horton.doc
ORDINANCE NO. 2.()()~-1}0 {}
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 I. 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 ofthe City of Denton under
the Agreement.
SECTION 3. This Ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the 27ft day of /!t.(//o:h
,2007.
u
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
APPRO ED A TO LEGAL ORM:
EDWIN-Z:R. CI ATTORNEY
BY:
LAW OFFICES
M~CALL, PARKHURST & HORTON L.L.P.
600 CONGRESS AVENUE
1250 ONE AMERICAN CENTER
AUSTIN, TEXAS 78701-3248
Telephone: 512 478-3805
Facsimile: 512 472-0871
717 NORTH HARWOOD
NINTH FLOOR
DALlAS, TEXAS 76201~687
Telephone: 214 754.9200
Facsimile: 214 754-9250
700 N. ST. MARY'S STREET
1525 ONE RIVERWALK PLACE
SAN ANTONIO, TEXAS 78206-3603
Telephone: 210 225.2800
Facsimile: 210 225-2984
March 27, 2007
Mayor and Members of the City COWlcil
City of Denton
215 E. McKinney Street
Denton, Texas 7620 I
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:
I. 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 COWlcil, their consultants, and other legal
and [mancial advisors and consultants of the City.
2. Attend meetings of the City Council with reference to the authorization and issuance ofthe
Bonds to the extent required or requested.
3. Cooperate with the City COWlcil 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 ofthe 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 ofthe 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 thereofto 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
oflitigation. However, if during the issuance of Bonds any litigation should develop regarding the issuance
ofthe 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
ofBonds. Our fees for such services would be based upon the customary hourly billing rates ofthe 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 oftermination at least 30 days prior
to the then-existing Expiration Date.
Respectfully submitted,
, PARKHURST & HORTON L.L.P.
L~
her
ACCEPTED THIS THE 27th DAY OF MARCH, 2007.
CITY OF DENTON, TEXAS
By~a:2
eorge C. Campbell, City Manager
BY:
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, Parlchurst
& 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 ancl 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
�,�, t.��.m.... , 2010 by the duly authorized officers of Law Firm and City.
CITY OF DENTON:
���
gy; � �i�"� v�—
George C. Campbell
City Manager
Address:
Cit of Denton
215 E. McKinne
Denton, Texas 76201
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY: 1�. ,�
Page
APPROVED AS TO LEGAL FORM
ANITA BURGESS, CITY ATTORNEY
BY: f ,,�`" _!,�"
Page 2
McCALL, PARKHURST &
HORTON L.L.P.
B : (.�
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Authori Si nature
Name: Gregory C. Schaecher
Title: Partner