GM-17-10-30-074 KICCALL
PARKHURST & HORTON
October 18, 2017
Board of Directors
Brushy Creek Regional Utility Authority, Inc.
Dear Ladies and Gentlemen:
This engagement letter will outline our proposed services as Bond Counsel to the
Brushy Creek Regional Utility Authority, Inc. (the "Authority") in connection with the
issuance of bonds, notes or other obligations by the Authority for the City of Round Rock,
Texas and our understanding of the compensation therefor(the "Matter").
SERVICES
We will perform all usual and necessary legal services as Bond Counsel.
Specifically, we will prepare and direct legal proceedings and perform other necessary
legal services with reference to the formation of the Authority, preparation and review of
financing contracts, and authorization, sale, and delivery of the Authority's bonds, notes or
other obligations referenced above (for convenience hereafter collectively referred to as
"bonds"), including the following:
1. consultation with the Authority's Board (the "Board"), as appropriate, and
any advisors in planning for the band issue, including consultations
concerning federal tax considerations;
2. preparation of all contracts, resolutions, trust indentures, and other
instruments pursuant to which bonds will be authorized, secured, sold and
delivered in consultation with the Board's General Counsel, financial
advisors, the underwriters and their counsel and any officials and
consultants thereof,
3. attendance at meetings of the Board, as appropriate, and with other
representatives thereof to the extent required or requested with reference to
the creation of the Authority and authorization and issuance of the bonds;
4. preparation of all documents necessary to seek the approval of the Attorney
General of Texas and the submission of such documents to the Attorney
General for approval and to the Comptroller of Public Accounts for
registration of the bonds as required by law;
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000 Congress Ave..5ui[e 10bb 717 North Harwood,Suite 900 700 N.St.Mary's Street.Suite 1525
Austin,Texas 78701 Dallas,Texas 75201 San Antonio,Texas 78205
r 512.478.3805 7 214.754.9200 T 210.225.2800
F 512.472.0871 F 214.754.9250 F 210.225.2984 www.mphlegal.com
5. supervision of the printing and execution of the bonds and the delivery
thereof to the initial purchaser of the bonds;
6. rendering our nationally accepted opinions covering the validity of the
bonds under Texas Iaw and tax status of the interest thereon under federal
income tax laws; and
7. preparation of a transcript of all proceedings in connection with the issuance
of the bonds.
The foregoing legal services as Bond Counsel do not include any direct
responsibility for litigation of any kind. However, if during the issuance of the 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 General Counsel to
the Board concerning any such litigation. Our fees for such services would be based upon
an hourly rate of$300 an hour.
In addition, our services as Bond Counsel do not include any direct responsibility
for the "disclosure obligations" owed to the investing public under the federal securities
laws and the various state securities laws. We will not be responsible for the preparation
of any Official Statement and will not assume any responsibility with respect thereto nor
undertake independently to verify any of the information therein, except that, in our
capacity as Bond Counsel, we will review various statements in any Official Statement to
verify that such statements conform to the provisions of the legal instruments and
documents therein described.
The firm will undertake upon the request of the Board such services as may be
necessary to assist the Authority in satisfying the continuing disclosure requirements of
Rule 15c2-12 promulgated by the Securities and Exchange Commission. Our fees for such
services would be based upon an hourly billing rate of $300 per hour. Should it be
necessary for the firm to render a written opinion with respect to any matters relating to the
compliance by the Authority with the ongoing disclosure or other compliance requirements
of Rule 15c2-12, 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 Authority.
Our services as Bond Counsel do not include any responsibility for investigating
the financial condition and affairs of the Authority. Our approving legal opinion as Bond
Counsel will contain a paragraph substantially to the effect that we have acted as Bond
Counsel for the Authority 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 Authority, and
have not assumed any responsibility with respect thereto.
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COOPERATION
To enable us effectively to perform the services contemplated, it is essential that
you disclose fully and accurately all facts and keep us apprised of all developments relating
to the Matter. You have agreed to cooperate fully with us and to make your representatives
available to attend meetings, conferences, hearings, and other proceedings.
CLIENT DOCUMENTS
We will maintain all documents you furnish us in our client files for the Matter. At
the conclusion of the Matter(or earlier if appropriate), it is your obligation to advise us as
to which, if any, of the documents in our files you wish us to return to you. We may keep
copies thereof to the extent we believe advisable for our records. We will retain any
remaining documents in our files for a certain period of time and ultimately destroy them
in accordance with our record retention program schedule then in effect.
STANDARDS OF PROFESSIONALISM AND ATTORNEY COMPLAINT
INFORMATION
In performing services under this Agreement, we agree to comply with all
applicable state and federal laws.
Pursuant to rules promulgated by the Texas Supreme Court and the State Bar of
Texas, we are to advise clients that the State Bar of Texas investigates and prosecutes
complaints of professional misconduct against attorneys licensed in Texas. A brochure
entitled Attorney Complaint Information is available at all of our Texas offices and is
likewise available upon request. A client that has any questions about State Bar's
disciplinary process should call the Office of the General Counsel of the State Bar of Texas
at 1-800-932-1900 toll free.
CONFLICTS OF INTERESTS
You understand that the firm represents many investment banking firms,
commercial banks, and other parties to public finance transactions from time to time in
connection with other issues, including the Authority's financial advisors and potential
underwriters for your bonds, and you do not object to our continued representation (in
connection with other issues) of any such party with respect to which you choose to do
business in connection with issuance of the bonds, since doing so is how we are able to
gain the experience we need to represent you effectively. If a controversy arises between
you and any other client of the firm, the firm, after taking into account the rules of
professional ethics applicable to it, may decline to represent either you or such other client
or both you and such other client.
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COMPENSATION
We propose a fee of 0.20%of the principal amount of bonds issued with a minimum
fee of$15,000. Any fees for refundings or more complicated financing structures utilizing
variable rate bonds or SWAPS or similar instruments will be negotiated at that time. Our
bond counsel fee is contingent upon the issuance of any bonds.
In addition, for certain complex transactions, including financings through a
program funded by the United States Department of Agriculture, the Texas Water
Development Board or a similar agency or entity, our fee will be a minimum of$17,500
for up to the first $1,000,000 in principal amount, plus $5 per each $1,000 in principal
amount from $1,000;000 to $5,000,000, and plus $2 per each $1,000 in principal amount
over$5,000,000.
We also expect to be reimbursed for all normal, actual out-of-pocket expenses
incurred(such as travel,communications,reproduction and delivery service)in connection
with the services performed. Since the work for the Authority will be performed by
attorneys in the Austin office, it is not anticipated that travel expenses will be incurred;
however, in the event travel is necessary it will not be undertaken without prior approval
by the Board. Copying charges are normally twenty cents a page. Large copying orders
are sometimes subcontracted out, in which case the actual charges are billed.
NO BOYCOTT OF ISRAEL
We hereby represent and verify, for purposes of Chapter 2270 of the Texas
Government Code,that at the time of execution and delivery of this engagement,except to
the extent otherwise required by applicable federal law, for the term of this engagement,
the fine does not, nor will it, boycott Israel, in compliance with and within the meaning of
50 U.S.C. Section 4607 and Section 2270.002, of the Texas Government Code. The term
"boycott Israel" as used in this paragraph have the meaning set out in Section 808.001 of
the Texas Government Code, as amended.
TERMINATION
This engagement may be tenninated by either party upon thirty (30) days written
notice; provided, however, if the Board exercises the early termination,the Authority shall
pay Bond Counsel all fees and expenses accrued to the date of such termination. There
shall not be individual liability on any member of the Board, or other official of the
Authority, for the payment of any amounts due hereunder.
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If the Board finds this proposal to be satisfactory, we ask that a copy of this letter
be signed and returned to us for our files. We Iook forward to working with the Authority.
Respectfully submitted,
McCall, Parkhurst& Horton L.L.P.
Richard S. Donoghue
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The foregoing agreement is hereby accepted on behalf of the Brushy Creek
Regional Utility Authority, Inc.
Date:
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By: Tom Gallier
Title: General Manager
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