R-2025-304 - 11/20/2025 RESOLUTION NO. R-2025-304
WHEREAS, the City of Round Rock ("City") desires to retain legal services in connection
with the issuance of bonds,certificates of obligation, notes or other obligations by the City; and
WHEREAS, McCall Parkhurst & Horton has submitted an engagement letter to provide said
services;and
WHEREAS, the City Council wishes to enter into said engagement letter with McCall
Parkhurst&Horton,Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK,TEXAS,
That the Mayor is hereby authorized and directed to execute on behalf of the City an
engagement letter with McCall Parkhurst & Horton, a copy of same being attached hereto as Exhibit
"A" and incorporated herein for all purposes.
The City Council hereby finds and declares that written notice of the date, hour, place and
subject of the meeting at which this Resolution was adopted was posted and that such meeting was
open to the public as required by law at all times during which this Resolution and the subject matter
hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act,
Chapter 551,Texas Government Code, as amended.
RESOLVED this 20th day of November, 2025.
CRAI MORD , Mayor
City of Round ock,Texas
A T:
ANKkZANKLIN, City Clerk
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PARKHURST & HORTONff
November 20, 2025
The Honorable Mayor and City Council Members
City of Round Rock,Texas
221 East Main Street
Round Rock,Texas 78664
Dear Ladies and Gentlemen:
This engagement letter will outline and confirm our proposed services as Bond
Counsel to the City of Round Rock,Texas(the"City")in connection with the issuance of
bonds, certificates of obligation, notes or other obligations by the City and our
understanding of compensation therefor.
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 authorization, sale, and delivery of the City's bonds,
certificates of obligation, notes or other obligations referenced above (for convenience
hereafter collectively referred to as "bonds"),including the following:
1. Consultation with the City,as appropriate,and any advisors in planning for
bond issues,including consultations concerning federal tax considerations;
2. Preparation of all contracts, ordinances, resolutions, trust indentures, and
other instruments pursuant to which bonds will be authorized, secured, sold and
delivered in consultation with the City, the City's attorney, financial advisors, the
underwriters and their counsel and any officials and consultants thereof;
3. Prepare any applicable election proceedings, if necessary, in connection
with the bonds;
4. Draft the continuing disclosure undertaking of the City;
5. Attendance at meetings of the City, as appropriate, and with other
representatives thereof to the extent required or requested with reference to the
authorization and issuance of the bonds;
800 Congress Avenue 717 North Harwood 8 Greenway Plaza 112 East Pecan Street
Suite 2150 Suite 900 Suite 1025 suite 1310
Austin,Texas]8]01 Oalles,Taxes 75201 Houston.Texas 77048 San Antonio.Texas 78205
T 5124783805 T214.$49200 T7139800500 T210225.2800
F 512.4720871 F2147549250 F713.980.0510 F210.225.2984 www.mphlegaLcom
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6. 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;
7. Supervision of the printing and execution of the bonds and the delivery
thereof to the initial purchaser of the bonds;
8. Subject to the completion of proceedings to our satisfaction,rendering our
nationally accepted legal opinion(the "Bond Opinion")covering the validity of the
bonds under Texas law and tax status of the interest thereon under federal income
tax laws; and
9. Preparation of a transcript of all proceedings in connection with the issuance
of the bonds.
Our Bond Opinion will be delivered by us on the date bonds are exchanged for their
purchase price(the"Closing"). The City will be entitled to rely on our Bond Opinion.
The Bond Opinion will be based on facts and law existing as of its date. In
rendering our Bond Opinion, we will rely upon the certified proceedings and other
certifications of public officials and other persons famished to us without undertaking to
verify the same by independent investigation, and we will assume continuing compliance
by the City with applicable laws relating to the bonds. With regard to the issuance of
bonds, we will rely on you to provide us with complete and timely information on all
developments pertaining to any aspect of the bonds and their security. We understand that
you will direct members of your staff and other employees of the City to cooperate with us
in this regard.
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 the City's attorney
concerning any such litigation. Our fees for such services would be based upon an hourly
rate of$525 an hour.
Our duties in this engagement are limited to those expressly set forth above. Unless
we are separately engaged in writing to perform other services, our duties do not include
any other services,including the following:
(a) Preparing requests for tax rulings from the Internal Revenue Service, or no
action letters from the Securities and Exchange Commission.
(b) Preparing state securities law memoranda or investment surveys with
respect to the bonds.
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(c) Drafting state constitutional or legislative amendments.
(d) Pursuing test cases or other litigation.
(e) Making aninvestigation or expressing any view as to the creditworthiness
of the City or the bonds.
(f) Except as described in pamgmph 4 above,assisting in the preparation of,or
opining on, a continuing disclosure undertaking pertaining to the bonds or, after
Closing, providing advice concerning any actions necessary to assure compliance
with any continuing disclosure undertaking.
(g) Representing the City in Internal Revenue Service examinations or
inquiries,or Securities and Exchange Commission investigations.
(h) Negotiating the terms of,or opining as to,any investment contract.
(i) Addressing any other matter not specifically set forth above that is not
required to render our Bond Opinion.
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 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. Our fees for such
services would be based upon an hourly billing rate of $525 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 City 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 City.
Our services as Bond Counsel do not include any responsibility for investigating
the financial condition and affairs of the City. Our Bond Opinion 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
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financial condition or capabilities of the City,and have not assumed any responsibility with
respect thereto.
COMPENSATION
Our Bond Counsel fee for legal services for each series of bonds delivered consists
of a fixed fee of$7,500 for up to the first $1,000,000 in principal amount plus $1.00 per
$1,000 in principal amount thereafter, with a minimum fixed fee of $10,000 for any
particular series of bonds issued; provided that for any series of bonds with a principal
amount of less than $5,000,000 that is sold in a private placement transaction our Bond
Counsel fee a fixed fee of$8,000.
Additionally, any bonds requiring an election fm their issuance will have an
additional fee to be determined based on time and complexity of the election added to first
issuance of bonds under authority of the election, with such fee being a minimum of
$10,000 and a maximum of$20,000; provided that if multiple elections are required an
additional$5,000 fee will be added for each election.
For an initial issuance by the City of revenue bonds, such as water and sewer
revenue bonds, under a new financing system structure our fees will also include an
additional $5,000. Fees in connection with public improvement district financings and tax
increment financings will be negotiated at that time.
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$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,with a minimum fixed fee of$20,000 for any particular series of such bonds
issued.
The firm additionally charges the following fixed fees for each series of bonds: an
IRS Form 8038-G preparation fee of$750.00,Bond Review Board Additional Transcript
Requirements Preparation fee of$500.00 and Bond Preparation fee of$250.00.
We also expect to be reimbursed for all normal, actual out-of-pocket expenses
incurred(such as travel with all mileage reimbursed at the then current rate established by
the Internal Revenue Service,Attorney General filing fees,communications,reproduction
and delivery service) in connection with the services performed. Since the work for the
City will be performed by attorneys in the Austin office, it is not anticipated that travel
expenses to the City will be billed; however, in the event other travel is necessary it will
not be undertaken without prior approval by the City. Copying charges are normally
twenty cents a page. Large copying orders are sometimes subcontracted out,in which case
the actual charges are billed. Our Bond Counsel fee and all then available expenses will
be billed at or soon after Closing and certain post-Closing expenses(such as bond transcript
preparation and delivery expenses)may be billed subsequently,provided that the City for
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its administrative ease may agree in its sole discretion through the execution of a closing
instmction letter that all post-Closing expenses may be paid at closing using an agreed
upon estimate for such expenses.
ATTORNEY-CLIENT RELATIONSHIP
Upon execution of this engagement letter, the City will be our client and an
attomey-client relationship will exist between us. We further assume that all other parties
in this transaction understand that we represent only the City in this transaction,we are not
counsel to any other party,and we are not acting as an intermediary among the parties. Our
services as bond counsel are limited to those contracted for in this letter; the City's
execution of this engagement letter will constitute an acknowledgment of those limitations.
Our representation of the City will not affect, however, our responsibility to render an
objective Bond Opinion.
CONFLICTS
As you are aware,our firm represents many political subdivisions and investment
banking frons, among others, who do business with political subdivisions. It is possible
that during the time that we are representing the City,one or more of our present or future
clients will have transactions with the City. It is also possible that we may be asked to
represent, in an unrelated matter, one or more of the entities involved in the issuance of
bonds. We do not believe such representation,if it occurs,will adversely affect our ability
to represent you as provided in this letter,either because such matters will be sufficiently
different from the issuance of the bonds so as to make such representations not adverse to
our representation of you, or because the potential for such adversity is remote or minor
and outweighed by the consideration that it is unlikely that advice given to the other client
will be relevant to any aspect of the issuance of the bonds. Execution of this letter will
signify the City's consent to our representation of others consistent with the circumstances
described in this paragraph.
STATE LAW VERIFICATIONS
McCall,Parkhurst&Horton L.L.P("McCall")makes the following representations
and warrants pursuant to Chapters 2252,2271,2274,and 2276,Texas Government Code,
as heretofore amended(the"Government Code'), in entering into this engagement letter.
As used in such verifications,"affiliate"means an entity that controls, is controlled by,or
is under common control with McCall within the meaning of SEC Rule 405, 17 C.F.R. §
230.405, and exists to make a profit. Liability for breach of any such verification during
the terra of this engagement letter shall survive until barred by the applicable statute of
limitations and shall not be liquidated or otherwise limited by any provision of this
engagement letter,notwithstanding anything m this engagement letter to the contrary.
Not a Sanctioned Comoanv. McCall represents that neither it nor any of its parent
company, wholly- or majority-owned subsidiaries, and other affiliates is a company
identified on a list prepared and maintained by the Texas Comptroller of Public Accounts
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under Section 2252.153 or Section 2270.0201, Government Code. The foregoing
representation excludes McCall and each of its parent company, wholly- or majority-
owned subsidiaries, and other affiliates, if any, that the United States government has
affirmatively declared to be excluded from its federal sanctions regime relating to Sudan
or han or any federal sanctions regime relating to a foreign terrorist organization.
No Boycott of Israel. McCall hereby verifies that it and its parent company,
wholly- or majority-owned subsidiaries, and other affiliates, if any, do not boycott Israel
and will not boycott Israel during the term of this engagement letter. As used in the
foregoing verification, "boycott Israel' has the meaning provided in Section 2271.001,
Government Code.
No Discrimination Aminst Firearm Entities. McCall hereby verifies that it and its
parent company, wholly- or majority-owned subsidiaries, and other affiliates, if any, do
not have a practice,policy,guidance,or directive that discriminates against a firearm entity
or firearm trade association and will not discriminate against a firearm entity or firearm
trade association during the tern of this engagement letter. As used in the foregoing
verification, "discriminate against a firearm entity or firearm trade association' has the
meaning provided in Section 2274.001(3),Government Code.
No Boycott of Energy Companies. McCall hereby verifies that it and its parent
company, wholly- or majority-owned subsidiaries, and other affiliates, if any, do not
boycott energy companies and will not boycott energy companies during the tern of this
engagement letter. As used in the foregoing verification,"boycott energy companies"has
the meaning provided in Section 2276.001(1),Govenunent Code.
TERMINATION
This engagement may be terminated by either party upon thirty (30) days written
notice; provided, however, if the City exercises the early termination, the City shall pay
Bond Counsel all fees and expenses accrued to the date of such termination from the
proceeds of future bond issues. There shall not be individual liability on any member of
the City Council, or other official of the City, for the payment of any amounts due
hereunder.
Respectfully submitted,
McCall,P��ark11hurst&Horton L.L.P.
41
Richard Donoghue
www WhIegatcom
The foregoing agreement is hereby accepted on behalf of the City of Round Rock,Texas.
Date: November 20, 2025
By:
Mayor
Attest:
City Clerk
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