2000-387
FILE REFERENCE FORM
2000-387
FILE(S) Date Initials
Contract Extension - Ordinance No. 2006-200 07/18/06 )R
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S \Our Doeuments\Ordmances\00~Bond Counsel Ordinance doe
ORDINANCE NO oqX~O -~'~ 7
AN ORDINANCE APPROVING A BOND COUNSEL CONTRACT BETWEEN THE CITY
OF DENTON AND MCCALL, PARKI-IURST & 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 Councxl hereby approves the Bond Counsel Contract,
attached hereto, between the C~ty of Denton and McCall, Parkhurst & Horton, L L P, to provide
all usual and necessary legal services as Bond Counsel in accordance with smd 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 anthonzed in the attached agreement
Section 3 That th~s ordinance shall become effective ,mmed~ately upon its passage
and approval
PASSED AND APPROVED this the ] t-/~ day of (~)(~tgb~/- ,2000
EULINE BROCK, MAYOR
ATTEST
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM
S \Our Documents\Contraets\OO~Bond Counsel Contract doc
STATE OF TEXAS §
COUNTY OF DENTON §
BOND COUNSEL CONTRACT
THIS CONTRACT is made and entered into by and between the Clty of Denton, 215 E
MclQnney, Denton, Texas 76201 ("CITY"), acting herein by and through its govemlng 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 reqmre the CITY to
pay for services wluch 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 termmatlon, FIRM shall cease all services hereunder
III NOTICE
Any notice or other written lnslnunent required or permitted to be dehvered 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
ATTN City Manager
215 E MclCdnney
Denton, TX 76201
McCall, Parkhurst & Horton L L P
717 North Harwood, 9th Floor
Dallas, TX 75201-6587
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
IV VENUE
The terms, obhgat~ons and reqmrements of this Contract shall be construed ~n accordance
wtth the laws of the State of Texas The obhgat~ons and reqmrements of the part,es hereto are
performable in Denton County, Texas Any ht~gat~on involving this Contract shall be tried ~n a
court of competent jurisdiction s~tting in Denton, County, Texas
V ACCEPTANCE OF EMPLOYMENT
In cons~deration of the terms, covenants and mutual agreements here~nabove stated, FIRM
hereby accepts the employment of CITY and undertakes the performance of th~s Contract as above
stated
VI AMENDMENT OF CONTRACT
Any amendments to this Contract shall be ~n writing, s~gned by both part,es
VII ASSIGNMENT
It is understood and agreed that this is a professional services contract and CITY
contracting for the umque servmes of FIRM FIRM'S rights and responsibilities trader this Contract
may nat be assagned by FIRM to another law firm without prior written approval of the assignment
by City
VIII. INDEPENDENT CONTRACTOR
The FIRM shall perform all servmes as an independent contractor not under the direct
superv~sion and control of the CITY Nothing here~n shall be construed as creating a relationship
of employer and employee between the part,es Nothing heroin creates any rights or remedies for
persons who are not pames to th~s contract
IX. PROFESSIONAL LIABILITY INSURANCE
Dunng the term of this Contract, FIRM shall mmntmn ~n full fome and effect a professional
habfl~ty pohcy with an insurance company licensed to do business in the state of Texas in an
amount not less than one mflhon dollars ($1,000,000 00) Smd professional habthty ~nsurance shall
prowde coverage for any and all clmms, actions, stats or proceedings of any kind brought by a third
party whmh results directly or ~ndireetly from errors or omissions of FIRM
X. COMPLIANCE WITH LAWS
Firm shall comply w~th all federal, state and local laws, roles, regulations, and ordinances
apphcable to the work covered hereunder as they may now read or hereinafter be amended,
~ncluding w~thout hmltatlon, the Texas D~sc~phnary Rules of Professional Conduct
XI. PERSONNEL
Firm represents that it has or will secure at thetr own expense all personnel reqmred to
perform all servmes reqmred pursuant to th~s contract All services required hereunder will be
performed by FIRM or under ~ts supervm~on All personnel engaged in the performance of services
pursuant to flus contract shall be qunhfied and shall be authorized by law to perform such services
3III. CAPTIONS
The captions appeanng at the first of each numbered section are inserted and included solely
for convemence and shall never be considered or g~ven any effect ~n construing flus contract
Th~s Contract is executed on behalf of CITY by the premd~ng officer of its govermng body
who is authorized to execute this ~nstmment by order heretofore passed and duly recorded in ~ts
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 flus document on behalf of FIRM
WITNESS the mgnature of all parties hereto in duplicate originals this the ]TSP., day of
~"{-o/:~____, 2000, Denton County, Texas
CITY OF DENTON, TEXAS
ATTEST
JENNIFER WALTERS, CITY SECRETARY
EULINE BROCK, MAYOR
McCALL, PARKHURST & HORTON, L L P
BY
600 CONGRESS AVENUE
i250 ONE AMERICAN CENTER
AUSTIN TEXAS 787013248
MCCALL, PARKHURST ~ HORTON LL P
717 NORTH HARWOOD
NINTH FLOOR
DALLAS TEXAS 752016587
700 N ST MARY S STREET
1225 ONE RIVERWALK PLACE
SAN ANTONIO TEXAS 78205 3503
September 25, 2000
Mayor and Members of the C~ty Council
City of Denton
215 E McKmney Street
Denton, Texas 76201
Re Engagement as Bond Counsel
Dear Mayor and Members of the C~ty Council
Tbas letter ~s submitted to state our fees and describe the legal services of McCall, Parkhurst & Horton
L L P m performing the duties of Bond Counsel for the City path 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 authonzat~nn, msuanee, and delivery of the Bonds Specifically, we will prepare and direct the legal
proceedings and perform the other necessary legal services w~th reference to the authorization, issuance, and
delivery of the Bonds, ~ncludmg the following
1 Prepare all resolutions, ordinances, and other instruments pursuant to which the
Bonds pall be anthonzed, ~ssued, delivered and secured, including election
proceedings, ff necessary, in cooperation and upon consultation path the City
Council, their consultants, and other legal and financial advisors and consultants of
the City
2 Attend meetings of the City Council path reference to the authorization and ~ssuance
of the Bonds to the extent required or requested
3 Cooperate with the Cxty Council and all other interested parties in the sale of the
Bonds to the purchasers
4 Submit the Bond transcript to the Pubhc 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 eovenng the validity of the Bonds and
the exemptmn of interest thereon from federal income taxes, it being understood that
the approving opinion will be fully acceptable nationally in regular commercial
mvestment 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 nnlhon 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 reasonabl3 and
necessarily recurred m connection with the authonzataon, 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 wit}an 30 days al~er 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 anTy direct responsibility for any kind of
litigation However, if durmg the issuance of Bonds any htigation should develop regarding the issuance of
the Bonds or the prowslons 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 bflhng 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 Secunties and
Exchange Comnusslon or any necessary disclosure obligations of the City in connectmn with the issuance of
Bonds Our fees for such services would be based upon the customary hourly bllhng rates of the attorneys
providing such services Such rates are $250 per hour for parmers and $150 per hour for associates Should
it be necessary for the finn to render a written opinion with respect to such matters, such fee for legal services
provided m connection with the delivery of the opnnon 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 affmrs of the City Our approving legal opinion as Bond Counsel vail 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
~ara, III
2
ACCEPTED THIS THE /'p3KDAY OF ~, 2000
CITY OF DENTON, TEXAS
By
Mayor