4B-R-00-07 - 8/10/2000 RESOLUTION NO. R-00-07
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 wishes to enter into an agreement with
McCall, Parkhurst & Horton, L.L.P. to provide bond counsel services to
the Corporation, Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS,
That the President is hereby authorized and directed to execute on
behalf of the Corporation, an agreement with McCall, Parkhurst &
Horton, L.L. P. to provide bond counsel services to the Corporation, a
copy of said agreement being attached hereto and incorporated herein
for all purposes .
The Board of Directors 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, and the Act .
K:\WPDOCS\RESOLUTI\RRTSDC\0007.WPD/sc
RESOLVED this 10th day of August, 2000 .
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ROUND ROCK TRANSPORTATION SYSTEM
DEVELOPMENT CORPORATION
400 /
By: A04, -1 / 4
ROBERT A. STLUKA, JR , President
ATTEST:
GAY /MANBECK, Secretary
1
2
LAW OFFICES
MgCALL, PARKHURST &HORTON L.L.P. •
717 NORTH HARWOOD 600 CONGRESS AVENUE 700 N.ST.MARTS STREET
NINTH FLOOR 1250 ONE AMERICAN CENTER 1225 ONE RIVERWALK PLACE
DALLAS,TEXAS 75201-6587 AUSTIN,TEXAS 78701-3248 SAN ANTONIO,TEXAS 78205-3503
TELEPHONE:214 754-9200 TELEPHONE:512 478-3805 TELEPHONE:210 225-2800
TELECOPY:214 754-9250 TELECOPY:512 472-0871 TELECOPY:210 225-2984
August 10, 2000
Round Rock Transportation System
Development Corporation
do 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:
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;
RROCKSIB:.ENGAGELTR
Round Rock Transportation System
Development Corporation
August 10, 2000
Page 2
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
RROCKSIB:.ENGAGEL7R -
Round Rock Transportation System
Development Corporation
August 10, 2000
Page 3
a paragraph substantially to the effect that we have acted as Bond Counsel for the Corporation 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
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,ifthe 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 returned 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
RROCKSIB::ENGAGBLIR
Round Rock Transportation System
Development Corporation
August 10, 2000
Page 4
The foregoing agreement is hereby accepted on behalf of the Round Rock Transportation
System Development Corporation.
Date: flUGUSt ID) 2CQ v
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Title: PE ! /VT
RROCKSIB:.ENGAGELTR
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CITY OF ROUND ROCK
221 East Main Street
•"•••••••••"• �� Round Rock,Texas 78664
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.iiiiN.. 512-218-5400
April 30, 2001
Ms. Carol Polumbo
McCall, Parkhurst&Horton, L.L.P.
One American Center
600 Congress Suite 1250
Austin, TX 78701-3248
Dear s umbo:
The Round Rock Transportation System Development Corporation approved Resolution
No. •R-00-071 at their meeting on, August 10, 2000. This resolution approves the
agreement for bond counsel services to the Corporation.
Enclosed is a copy of the resolution and original agreement for your files. If you have any
questions,please do not hesitate to contact David Kautz at 218-5430.
Sincerely,
922)1444i)
Joanne Land
Assistant City Manager/
City Secretary
Mayor Enclosure
Robert A.Stluka,Jr.
Mayor Pro-tern
Earl M.Hairston
Council Members
Tom Nielson
Carrie Pitt
Earl Palmer.
Isabel Gallahan
Jimmy Joseph
City Manager
Robert L.Bennett,Jr.
City Attorney Fax:512-218-7097 1-800-735-2989 TDD 1-800-735-2988 Voice
Stephan L.Sheets www.ci.round-rock.tx.us