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R-88-1200 - 11/22/1988WHEREAS, the City Council desires to retain legal counsel to render advice on the sale and issuance of bonds, and WHEREAS, the law firm of McCall, Parkhurst and Horton has submitted a proposal to provide the needed legal services, Now Therefore, BE IT RESOLVED BY THE CITY COUNCIL OF ROUND ROCK, TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City a contract with McCall, Parkhurst and Horton for the provision of legal services regarding the sale and issuance of bonds, said contract is attached hereto and incorporated herein for all purposes. RESOLVED this ATTEST: / NE LAND, City Secretary C34RESBONDS RESOLUTION NO. /,9L- day of November, 1988. MIKE ROBINSON, Mayor City of Round Rock, Texas HOBBY H, MCCALL PAUL B. H RTON PETER M. TART RICHARD C. PORTER G. CHARLES KOSOISH THOMAS L POSCHARSKY KENNETH E , ILTI M. PAUL MARTIN JOHN W. FAINTER, JR. AN H. JOHN W RUBOTTOM JEFFREY A. CHEL THOMAS K. SPURGEON 81220,14W II HAROLD Y FLANAGAN DANNY S. CULVER ALFRED D. JOHNSON • LIcENSE0 IN Now YORK ON, Dear Sam: wk enclosure LAW OFFICES MCCALL, PARKHURST & HORTON 717 NORTH HARWOOD NINTH FLOOR DALLAS, TEXAS 75201-6587 November 8, 1988 Mr. Sam Huey, Assistant City Manager City of Round Rock 221 East Main Street Round Rock, Texas 78664 B851 f`i !' 03AI3M: .1 JOHN D MCCALL MILLARO AiRK URST e05 CLARENC WE sail O ONE AMERICAN CENTER AUSTIN. TEAS 79701-3234 TELEPHONE: SIR 439-3903 402 ONE RIVERWALK LACE SAN B ANTONIO. TEXAS TB20S -3503 TENEPHONE. 512 225 -2800 I am enclosing three copies of a fee agreement letter in reference to our serving as bond counsel to the City. The enclosed fee schedule is on a sliding scale and will only be paid when and if the bonds or certificates of obligation are actually delivered. I look forward to working with you on the City's projects. Sincere y, Peter M. Tart HOBBY H MCCALL PAUL B. NORTON RICHARD PETER M. TART C. PORTER G CHARLES HOBDISH THOMAS L. HARSITY KENNET. E. 1L M. U MARTIN JOHN W. FAINTER JR. ALAN H. RAYNOR JOHN W. RUBOTTOM JEFFREY A LEUSCHEL THOMAS R SPURGEON L.E. BR1220LARA, II HAROLD T FLANAGAN DANNY S. CULVER ALFRED D. JOHNSON ',CENSER IN New YORK oN, Mayor Mike Robinson City of Round Rock 221 East Main Street Round Rock, Texas 78664 Law OFFICES McCALL, PARKHURST & HORTON 717 NORTH HARWOOD NINTH FLOOR DALLAS, TEXAS 75201 -6587 TELEPHONE 2A4 220-2800 November 8, 1988 JOHIe mCCALL MILLA G PARKHURST D CLARENCE E. CROWE 2860 ONE AMERICAN CENTER AUSTIN. TEXAS TELEPHONE: 2,2 4,8-280S 402 ONE RIVERWALH PLACE SAN ANTONIO, TEXAS .8208-2S02 TeLEPIIONE: 512 225-2.00 Dear Mayor Robinson: This letter is submitted to state our fees and describe the legal services of the undersigned law firm in performing the duties of bond counsel for the City of Round Rock with reference to the issuance of the City's proposed bonds and certificates of obliga- tion. Generally, we will perform all usual and necessary legal services as bond counsel in connection with the authorization, issuance, and delivery of each installment or series of bonds and certif- icates of obligation. Specifically, we will prepare and direct the legal proceedings and perform the other necessary legal serv- ices with reference to the authorization, issuance, and delivery of each installment or series of bonds and certificates of obliga- tions, including the following: 1. Prepare all resolutions, ordinances, and other instruments pursuant to which the bonds and certificates of obligations will be authorized, issued, delivered and se- cured, including election proceedings, in cooperation and upon consultation with the City Council, their consultants, and other legal and financial advisors and consultants of the City. 2. Attend meetings of the City Council with reference to the authorization and issuance of the bonds and certifi- cates of obligation to the extent required or requested. 3. Cooperate with the City Council and all other inter- ested parties in the sale of the bonds and certificates of obligation to the purchasers. 4. Supervise the execution of the bonds and certifi- cates of obligation and the delivery thereof to the pur- chasers. 5. When so delivered, give our approving opinion cover- ing the validity of the bonds and certificates of obligation and the exemption of interest thereon from federal income taxes, it being understood that the approving opinion will be fully acceptable nationally in regular commercial investment banking bond marketing channels. The fee covering the legal services of this firm as bond counsel would be as follows: $ 500,000 $ 750,000 $1,000,000 $2,000 $3,500 $5,000 $1.00 per $1,000 thereafter Also, we would expect to be reimbursed for our actual out -of pocket expenses reasonably and necessarily incurred in connection with the authorization, issuance, and delivery of such bonds and certificates of obligation, i.e. phone calls, travel, xeroxing, courier, and filing fee with the Attorney General's office and Form 8038 filing with the Internal Revenue Service. The foregoing legal 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 and this is to state that our engagement is not that broad. 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. Our fees and expenses will be payable at the time of the delivery of and payment for each installment or series of such bonds and certificates of obligation, but our fees are wholly contingent upon actual delivery of each installment or series of such bonds and certificates of obligation. If the arrangement proposed herein is satisfactory, please in- dicate acceptance hereof by signing the acceptance clause below and return one copy of this letter to the undersigned. Respectfully submitted, MC CALL, PARKHURST & HORTON Peter M. Tart ACCEPTED THIS THE gc DAY OF )1211,1,a_, 1988. CITY OF ROUND ROCK By Mayor DATE: November 21, 1988 SUBJECT: Council Agenda, November 22, 1988 ITEM: 8E. Consider a resolution retaining McCall, Parkhurst and Horton as legal counsel for bonding purposes. STAFF RESOURCE PERSON: Sam Huey STAFF RECOMMENDATION: Staff recommends retaining McCall, Parkhurst and Horton as bond counsel. Pete Tart of this firm has done all ubt one of the past bond issues for Round Rock. Mr. Tart's partner, John Reubottom will be at the meeting to answer any questions the Council may have. ECONOMIC IMPACT: