R-88-1194 - 11/10/1988,100lo
3300 FIRST CITY TOWER
1001 FANNIN
HOUSTON, TEXAS 77002 -0760
TELEPHONE 713 B51 -2222
CABLE VIN ELKINS -TELEX 762140
THE WILLARD OFFICE BUILDING
1455 PENNSYLVANIA AVE. N. W.
WASHINGTON, D. C. 20004 -1007
TELEPHONE 202 639 -6500 TELEX 566210
VINSON & ELKINS
ATTORNEYS AT LAW
FIRST CITY CENTRE
BIB CONGRESS AVENUE
AUSTIN, TEXAS 78701-2496
TELEPHONE 512 405 -21400
Honorable Mike Robinson, Mayor
City of Round Rock
214 East Main Street
Round Rock, TX 78664
October 8, 1987
Re: City of Round Rock — Legal Services Contract
20 LTV CENTER
2001 ROSS AVENUE
DALLAS, TEXAS 752012910
TELEPHONE 214 979 -6600
47 CHARLES 5T., BERKELEY SQUARE
LONDON WSX 709, ENGLAND
TELEPHONE 01 441 401.7236
CABLE VINELKINS LONDON WI -TELEX 24140
Dear Mayor Robinson:
This letter, when accepted by the City of Round Rock
(the "City "), will evidence our agreement to perform certain
legal services as herein described.
We will perform services as bond counsel in connection
with the authorization, issuance, and sale of bonds (the
"Bonds "), to be issued from time to time by the City. Our
services as bond counsel will include the preparation and
review of legal notices, resolutions, and ordinances for
adoption by the City Council, including, if necessary,
ordinances calling and canvassing bond elections;
preparation and presentation of a transcript of proceedings
relating to the authorization and issuance of the Bonds to
the Attorney General of Texas in connection with his ap-
proval of the Bonds; supervision of the printing of the
Bonds; registration of the Bonds with the Comptroller of
Public Accounts of the State of Texas; and preparation of
closing documents and representation of the City at the
closing of the sale of each issue or installment of the
Bonds. In addition, in our capacity as bond counsel, we
will review each such transcript of proceedings pertaining
to the Bonds, and, where appropriate, will render our
opinion that the Bonds are valid and binding obligations of
the City and that the interest on the Bonds is excludable
from gross income for federal income tax under then existing
law.
The City has retained the firm of First Southwest
Company, to serve as financial advisor to the City and it is
our understanding that said firm will be responsible for
advising the City concerning the sale of the Bonds and will
assist the City in the preparation of an Official Notice of
Sale and an Official Statement (the "Offering Documents ") in
Mayor and City Council
October 8, 1987
Page 2
connection with each issue of the Bonds offered for sale to
the public.
In our capacity as bond counsel, we will review those
portions of the Offering Documents which describe the City's
legal authority for issuance of the Bonds to determine
whether such description conforms to and fairly summarizes
relevant provisions of Texas law and the requirements of the
City of Round Rock with regard to the sale of the Bonds. We
will not, however, undertake to independently verify any of
the factual information contained in the Offering Documents,
nor will we conduct any investigation of the affairs of the
City for the purpose of passing on the accuracy or complete-
ness of the Offering Documents. Since our role in connec-
tion with the Offering Documents will be of an advisory
rather than an investigatory nature, said documents will
contain a statement describing our services as outlined
above and stating that our limited participation may not be
relied upon as an assumption of responsibility for, or an
expression of opinion of any kind with regard to, the
accuracy or completeness of the information contained
therein.
Unless specifically requested by the City pursuant to
terms and conditions to be set forth in a separate engage-
ment letter, we will not be responsible for advising the
City concerning the provisions of the various securities
laws, including the Securities Act of 1933 and the Secu-
rities Exchange Act of 1934, and the securities laws of the
various states in which the Bonds may be sold.
For our services as bond counsel in connection with the
authorization, issuance, and sale of the Bonds (other than
refunding Bonds), the City will pay a fee in accordance with
the attached Schedule "A," said fee to be due and payable
from the proceeds of the bond issue. Fees for refunding
bonds shall be agreed to at the time of issuance. The above
fee shall be applicable to each separate issue or
installment of the Bonds, but shall only be due with respect
to Bonds actually issued, sold, and delivered.
In addition to our services as bond counsel, the City
may, from time to time, retain our services as legal counsel
on special matters. We would expect to enter into a sepa-
rate agreement with the City in regard to those specific
matters at that time.
In addition to our services, the City will reimburse us
for actual out -of- pocket expenses, such as printing and
reproduction of documents, secretarial overtime, travel,
telephone, telegraph, telex, and similar expenses, and all
items paid for by us on behalf of the City. All of our
Mayor and City Council
October 8, 1987
Page 3
expenses will be reasonable and subject to approval of the
City and will be billed on a monthly basis.
This agreement will expire on June 18, 1990; provided,
however, this contract ma be terminated by either party
upon 30 days written notice to e . - par y. n e
ven o - mina ion .y the City, we wou • expec o be paid
for fees and expenses due and owing at the time of
termination.
As we have discussed with you, our representation of
the City involves certain commitments by the firm not to
take a position adverse to the City in litigation, business
negotiations or other legal matters. Because of the broad
base of clients which the firm represents on a variety of
legal matters, it is possible that the City may find itself
in a position adverse to another firm client in litigation,
business negotiations or some other legal matter unrelated
to our representation of the City. We recognize that we
shall be disqualified from representing any client in any
matter which is substantially related to our representation
of the City, and shall be disqualified from representing any
client in any matter where any confidential information or
data concerning the City made available to us during our
representation of the City becomes material or relevant to
such matter or where use or knowledge of such information
could be adverse to the interest of the City. The City
agrees that, except as set forth in the preceding sentence,
the firm shall be entitled to represent the interests of any
other client against those of the City in litigation,
business negotiations or other legal matters.
If the terms and conditions set forth above are satis-
factory, please take formal action to employ this firm and
indicate your acceptance of this agreement by signature
below.
By:
Respectfully submitted,
VINSON & ELKINS
Mayor and City Council
October 8, 1987
Page 4
Appr(ed nd accepted by the City Council on thes3
o� O
day of , 1987.
ATTEST:
At995
Ci y Secretary
City of Round Rock
(SEAL)
RROCK:01
cc: Bob Bennett, City Manager
-71.4
Mayor
City of Round Rock
AMT. TAX REV
(In 1.000'a)
300 1500 2500 (MIN)
350 1625 2625
400 1750 2750
450 1875 2875
500 2000 3000
550 2100 3100
600 2200 3200
650 2300 3300
700 2400 3400
750 2500 3500
800 2600 3600
850 2700 3700
900 2800 3800
950 2900 3900
1000 3000 4000
1050 3075 4100
1100 3150 4200
1150 3225 4300
1200 3300 4400
1230 3375 4500
1300 3450 4600
1350 3525 4700
1400 3600 4800
1450 3675 4900
1500 3750 5000
1550 3825 5100
1600 3900 5200
1650 3975 5300
1700 4050 5400
1750 4125 5500
1800 4200 5600
1850 4275 5700
1900 4350 5800
1950 4425 5900
2000 4500 6000
2050 4550 6075
2100 4600 6150
2150 4650 6225
2200 4700 6300
2250 4750 6375
2300 4800 6450
2350 4850 6525
2400 4900 6600
2450 4950 6675
2500 5000 6750
2550 5050 6825
2600 5100 6900
2650 5150 6975
2700 5200 7050
2750 5250 7125
2800 5300 7200
2830 5550 7275
2900 5400 7350
2950 5450 7425
3000 5500 7500
3050 5540 7550
3100 5580 7600
3150 5620 7650
3200 5660 7700
3230 5700 7750
3:00 5740 7500
X50 5780 7850
3400 5820 7900
3450 5860 7950
3500 5900 8000
SCHEDULE A
• 1. Does not apply to contract arrangements.
2. Multiple delivery CO minimum is 93000 plus 350 per delivery and
300 per change order.
3. Replacement bond minimum is 92500.
AMT. TAX REV
3550 5940 8050
3600 5980 8100
3650 6020 8150
3700 6060 8200
3750 6100 8250
3800 6140 8300
3850 6180 8350
3900 6220 0400
3950 6260 8450
4000 6300 8500
4050 6340 8550
4100 6380 8600
4150 6420 8650
4200 6460 8700
4250 6500 8750
4300 6540 8800
4350 6580 8850
4400 6620 8900
4450 6660 8950
4500 6700 9000
4550 6740 9050
4600 6780 9100
4650 6820 9150
4700 6860 9200
4750 6900 9250
4800 6940 9300
4850 6980 9350
4900 7020 9400
4950 7060 9450
5000 7100 9500
5050 7140 9540
5100 7180 9580
5150 7220 9620
5200 7260 9660
5250 7300 9700
5300 7340 9740
5350 7380 9780
5400 7420 9820
5450 7460 9860
5500 7500 9900
5550 7540 9940
5600 7580 9980
5650 7620 10020
5700 7660 10060
5750 7700 10100
5800 7740 10140
5850 7780 10180
5900 7820 10220
5950 7060 10260
6000 7904 10300
For issuance in excess of $6,000,000,
fee is $10,300 plus .60/$1,000 for all
amounts over 16,000,000 for both tax
and revenue bonds.
WHEREAS, the City Council of Round Rock, Texas has engaged the
law firm of Vinson and Elkins for financial advisory services; and
WHEREAS, said services are no longer necessary, Now Therefore,
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS,
That the Mayor is hereby authorized and directed to notify
Vinson and Elkins that further services will not be necessary.
RESOLVED this /0 day of November, 1988.
ATTEST:
C34RESVINSO
LAND, City Secretary
RESOLUTION NO. // 9 iZ.
MIKE ROBINSON, Mayor
City of Round Rock, Texas
DATE: November 8, 1988
SUBJECT: Council Agenda, November 10, 1988
ITEM: 12K. Consider a resolution terminating the contract
with Vinson & Elkins for financial advisory
services.
STAFF RESOURCE PERSON:
STAFF RECOMMENDATION: The staff is recommending we give Vinson &
Elkins the required 30 day termination notice. We propose to
retain Parkhurst and McCall our former bond attorneys.
ECONOMIC IMPACT:
Bob Bennett