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R-00-08-10-10D4 - 8/10/2000RESOLUTION NO. R- 00- 08- 10 -1OD4 , WHEREAS, the bylaws of the Round Rock Transportation System Development Corporation ( "Corporation ") provide that the Corporation may, with the approval of the City Council, contract with any qualified entity to perform and discharge designated tasks which will aid or assist the Corporation in the performance of its duties, and WHEREAS, the Corporation has approved a contract with McCall, Parkhurst & Horton, L.L.P. to provide bond counsel services to the Corporation, and WHEREAS, the City Council wishes to approve of such action, Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the City Council hereby approves the action of the Round Rock Transportation System Development Corporation in entering into a contract with McCall, Parkhurst & Horton, L.L.P. for bond counsel services. The City Council hereby finds and declares that wri K,\ RPOOCS \RSSOLVII \R0081006.WP0 /ec tten 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, and the Act. ATTEST: RESOLVED this 10th day of August, 2000. E LAND, City Secretary 2 ROB'T A. STLUKA, ., Mayor City of Round Rock, Texas MSCALL, PARKHURST & HORTON L.L.P. 717 NORTH HARWOOD 600 CONGRESS AVENUE 700 N. ST. MARI'S STREET NINIII FLOOR 1250 ONE AMERICAN CENIER 1225 ONE RIVERWALK PLACE DALLAS, TEXAS 75201.6587 AUSTIN, TEXAS 78701 -3248 SAN ANTONIO, TEXAS 78205 -3583 TELEPHONE: 214754-9200 TELEPHONE: 512478 -3805 TELEPHONE: 2102252800 TEIEODPY 214754.9250 TELECOPY: 512472 -0871 TELEODPY: 210225-2984 Round Rock Transportation System Development Corporation c/o City of Round Rock, Texas 221 E. Main Street Round Rock, Texas 78664 Dear Ladies and Gentlemen. This engagement letter will outline our proposed services as Bond Counsel to the Round Rock Transportation System Development Corporation (the "Corporation ") in connection with the issuance or execution of bonds, notes or other obligations by the Corporation 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 Corporation's bonds, notes or other obligations referenced above (for convenience hereafter collectively referred to as "bonds "), including the following: wF"ONL ENGAGELTR LAW OFFICES August 3, 2000 1. consultation with the Corporation, as appropriate, and any advisors in planning for the bond 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 Corporation, General Counsel to the Corporation, financial advisors, the underwriters and their counsel and any officials and consultants thereof; 3. attendance at meetings of the Corporation, as appropriate, and with other representatives thereof to the extent required or requested with reference to the authorization and issuance of the bonds; Round Rock Transportation System Development Corporation August 3, 2000 Page 2 WMSO"l.» OAGELTR 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; 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 law 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 $250 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 Corporation such services as may be necessary to assist the Corporation 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 $250 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 Corporation 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 Corporation. Our services as Bond Counsel do not include any responsibility for investigating the financial condition and affairs of the Corporation. Our approving legal opinion as Bond Counsel will contain a paragraph substantially to the effect that we have acted as Bond Counsel for the Corporation for the Round Rock Transportation System Development Corporation August 3, 2000 Page 3 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 District, and have not assumed any responsibility with respect thereto. COMPENSATION We propose a bond counsel fee of $5,000 for the first million dollars in bonds and $1 per $1,000 bond for each million thereafter with a minimum fee of $10,000. Our Bond Counsel fee is contingent upon issuance of bonds. 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 Corporation 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. TERMINATION This engagement may be terminated by either party upon thirty (30) days written notice; provided, however, if the Corporation exercises the early termination, the Corporation shall pay Bond Counsel all 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 Corporation, for the payment of any amounts due hereunder. If the Corporation finds this proposal to be satisfactory, we ask that a copy of this letter be signed and retumed to us for our files. We look forward to working with the Corporation. Respectfully submitted, McCall, Parkhurst & Horton L.L.P. By: C. D. Polumbo Round Rock Transportation System Development Corporation August 3, 2000 Page 4 The foregoing agreement is hereby accepted on behalf of the Round Rock Transportation System Development Corporation. Date: By: Title: DATE: August 4, 2000 SUBJECT: City Council Meeting — August 10, 2000 ITEM: 10.D.4. Consider a resolution approving the action of the Transportation System Development Corporation concerning the agreement with McCall, Parkhurst & Horton, L.L.P. for Bond Counsel services. Staff Resource Person: David Kautz, Finance Director.