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HomeMy WebLinkAboutContract 23148 x y . ,yt t'o rA S� IN IN, Ic, IN Iz IL r.� T/ ��\'� t ti �'ii �'ti C• �y vim',• .. } C r 00 0A0 �.\ Ism 0 VC 0 0 00 0 LAW �' � a 0 o ©off 0 0 oc� �o JL mob- �,.. Uf I Y 5tUtlt 1AK1t* 4"'o-i CON IMACT NO . McCAU., PARMIURST& HORTON L.L.P. KELLY,HART& HALLMAN '717 NORTH HARWOOD (A PROFESSIONAL CORPORATION) NINTH FLOM ATTORNEY'S AT LAW DALLAS,TEXAS 75201,6587 201 MAIN STREET,SUffE MO TYLEMONF: 214 754-9200 FORT WORTH,TEXAS 76102 TEI"HONE: 917 331-2500 September 5, 1997 City of Fort Worth, Texas 1000 Throckmorton Fort Worth, Texas. 76102 Bond Counsel Services Ladies and Gentlemen: -mr conii, 'Bond -C�r���; �We are very pleased to continue to serve as co-bond counsel ( issue -b- or on. ne cti-on with the issuance of bonds, notes, and other O'bligations (the nr d behalf of the City of Fott worth, Texas(the oar--.d U. ie --o o.., The pu�p�s� of this letter -is to set ou-t in writing our:.&6s -;t-n-d the scope, f issu�t�ce 9 h the connectlon wittf of the Bonds by the City., and to-outfine our rov6n­sib"flita -t-n.-tton nection with any such engagement. As d leg.41 Bond Counsel we would.pe�ajrn a ,,.eciah se-mce. �'�e ta�ic� v� -� � � SOnt��.:e would undertake-would be those,-nssmy to fendenug. an t- have been auth-orized, issued, and delivered in a=rdahm,witb the �orzstYm t 0-_ a- 0,44,` uwws- z ,e n�_. State of Texas, con,stitute vWid and.4egally-binding obl zfions of the City, at4t.haf,- said Bands is exempt'from Federal income taxes under ie Statutes, regulaii-onsi f-U'Ain, -��t�`ot c ourt decisions. In Particular, we would.prepare.and divect-the legal proreedin, gs and M the other necesory -tegal services with reference to the, autho'6zation, issuance;:mod d�ve� of:-sp.ch .) includirg Bonds the,fall4wMg: 1. Preparing documents salting any bond elect',on, notice thereot and-vPv4s04'.'_ the results, and submittirig election d ► to the United States Justi-ce.Department for`. preclearance purposes under the fed-era] Voting Rights Act, OriMtL -ec.utvd 2. Prepanr�g all %nstrur�n�n�s,,pursuant to which bdndsuq41 be auth sold and delivered in consultation with the City Cauncfl, the City staff., the City's fmancial advisor, and other officials and con-sult-ants of tho City. 3. Attending meetings of the City Council and meetings With the City staff to the extent required or requested. 4. Attending meetings with prospective bond purchasers and meelinga-with rafin� agencies or credit enhancers to the extent required or requested. 5. Cooperati ng N%qt.h the City and its consultants ire the preparation of of-fidal securities laws disclosure docutnents -ev' statements or other secur including i iew Of t1he in' form:Ation therein describing the bonds, the s_.cun'ty therefor, and the federal income tax. status thereof t -s consultants in rev' docurnen' red 6. Cooperation peration. with the and it tewing ts prepared for submission t•o national and/or state: repo' sitories• with-., resp6ct. to'. the City's responsibilities.., under Rule- 15c2-12- promulgated by the. Sedurities and.- E.,x,change C6MMission.,. the" f I ex or Sbmiting the.- bonds, fo .the Attorney General' off' .StAte� j as.,. -the. f'Ril'"er. 0 W ap.prova---* anu .obtaini tho, registrati'On. of- the' € nds ;' oinptroll, Acco.0 ntg of'th e-State"otte'x as, as.,rewired[ by NNW.- -Ution, and of -the. bone K- Superii" ng thie:-, prntin' g eec Siry .,Jo the ha. i p r u c. ser&.- orin- I'-d y. of t h' when: so--deliVered', renderin opinion- cove -j�Jhe Va I it e'--bonds n g. a n %.WI .. I . . .. . h Aax e under--Texas-law and.,t e tax exempt statu�bf the inter 'st,thereon uner' aw- 10 .Pr oV in"gfollo,wi.-upadvice concemim such SU � ects -as.�rbi ra ar rebate j lo i " he J'aw ce n1na 'o -id -d ­ A �tt pi-oc new eve pmeMs. n con" r b' i &.-.S'---th fi n' 6, -bend' eds p ica ,o am .c an issues V h ole_r inousi;ry.P ractices." not any 'o. V a B-ond Counsel:,-:.da -incl- services:..r ,. ...b.ve, to* b ro iued,' s, tide: The., a i�_,spo i -y.. .`,,_,fo' inviz T'ina n­6-a.,'_co' j� ditioli a' affiAir�,-of=the Cit y-'& ny'. rgatuat* i it r 04r a Droving.ae far w. unse C.h ch thy: (i�-y­ g. 'opimon,as .1 p to in a t as.. o fog fo so rap. -have-.-ac PJLI at"wei ed se �t e... t e Xt nd h h r" that: P-4 an ti on s it pect- lty- uo d--vafi�i�y d'n&-,, h res td th�- le e,'B ..ga an rep Pect -A e x'e'.. s on.-;" exas f the. & 4i, TI jan h .,w.0 bu 'T r -n, T` a o gu e rai,,.tncomme:�t r,reason th- M ax nd �6s6�-` That-, a rapi ..9 to investigate-.or,-Yerify"any. rec-n- wi disci ose..t wo have got ben.�_requested record, data; r other*11'-.�ANO hat. - 0 -ift, _M 0 on.. or I 1 off' , City:: ' r- tht the.. financial, conditi c;apabil tes W the:el natenM r g t 0 act., h, and.have..not-'assumed an'Y" respons'ibiot�y. it, r espi f -r-'- " hief W aroanization-, 6 w the� and are..issued, ereto.. ake such. services,.-as.m b -necess'•W1 &the. fit y, undert er ary to. assist t P0 reque�t-o ay. e- it'�y- in' sa'fisf�.ina,the*.'co' .ntinuing requirements gate.4'by the- the C' di-S'closure require s6f Ru e pro' mul' Securities and*-E� -h­nge Commission, and effective as ands sold'on and after,July' 1995. Addlshould it bye'necessary for the•firm,to. do ve will. render'." a wntterl opinion with respect-to any.matters. *elating-to the compliance reqw,enients of Rule.I 5c2.2.', The fees covering the legal services of this hrrn incurred in connection, witti the issuance and deliver-y, of Bends by the.City will be $1.00 per $1,000 principal amount of the Bonds issued, MIMMU issue. on a is e .4%%-Ith- a n-i fee of 3'0,000 per 'I"his fee W'11 be shared.by each, ­0-50 bas' on an- issue where the minimum fee is to be paid for services-rendered, each-firm.will receive S5,0w for Serm,ces rendet-ed)., ,AJso, we wouid expect to be reimbursed for our actual, -_-,ut-of-pocket expenses reaSOTIdbly and necess4ritv incurred in connection %vi-th th;.Z.- iauthorization, issilance, -and delivery of each series or issue of Bonds_ Our fee and expenses t`or each or issue of .l 3- ends ��-ould be payable at the time (-.,)t' #eli��ery of and pavi-nent of such Bonds and 1,\iould come iron thy.4. procceus fl om the sale of the Bonds Our tees would be wholly contingent upon actual delivery of a series or issue of Bonds. The fee quoted for the foregoing legal services as SUncl Counsel is nit inclusive of the fee covering the legal services to be performed by the firm in connection with the issuance of refunding bonds by the City. Such fey for legal services shall be negotial�ed by us and the (pity prior to the issuance of any such series of refunding bands. The Pees and out-of-pocket exrPnses incurred with respect to the perfai-mance by our firm of services rendered in a capacity outside our customary role as Bond Counsel, such as in connection with on-going compliance by the City with the provisions of Rule 15c2-I2 of the Securities and Exc:3ange Commission, the review of compliance by the City with feaeral income ta;: laws (other t;lan in cof►nection with the delivery of Bonds), as well as miscellaneous legal services requested by the City and its staff; will be bilged to the City can a monthly basis, as incurred by the firm. These services would be provided upon specific authorization from the pity Any fees so incurred would be cha.rg�d on an hourly basis at the customary billing rates for the attorneys of our firms working on the matter. The hourly rats to be charged range from $175 to 300 an hour, depending upo,t the attorney working on the matter; the hourly rates of each of the undersigned shall be bided at the rate of $265 per hour. Such services will be perforrnPri only upon the request of City staff, and we wig advise the City Attorney's office of the estimated amount of time and expense we would anticipate will oe incurred as a result of the performance of such services. With respect to the Bonds issued by issuers acting on behalf of the pity, we will perform the same level of services as outlined in paragraphs 1 through 10, above. Our fees will be calculated on the basis of the following fee schedule: 1% for the first $1,000,000 in aggregate principal amount of the band ;.sue; 4.75% for the next X4,000,000 in aggregate principal amount of the band issue; 0.50% for the next $5,000,000 in aggregate p-rincipa 4maunt of the bond issue; 0.25% for the next $101000A., in aggregate princ;pal amount of the bond issue; and 0. 125% for any aggregate principal amount of the bond issue exceeding $20,000,000 Our minimum fee for services rendered will be X20,000. Again, compensation due our firms under this fee arrangement will be shared on a 50-50 basis by the two firms. Our firms have se oa.ate fee arrangements governing matters relating to single family mortgage revenge bonds and obiigations issued by the FVV Sports Authority, Inc., and those issues are not governed by this agreement. In addition, the firms will be compensated for their respectively incurred out-of-pocket expenses, as well as any 1p�_: services to be performed on an hourly basis, in the manner described above. Our fee and expen;;�s for each series or issue of Bonds issued by issuers acting on behalf of the City would be payable at the time of delivery of and payment of such Bonds and would come from the proceeds from the safe of the Bonds or from the privrue entity that benefits from the issuance of the Bonds. Our fees would be wh��liy contingent upon actual delivery of a series or issue of Bonds. As we have discussed, you are aware that our firms represent many other entit:es and individuals. It is possible that during the time that we are representing the City, some of our presort or future clients will have disputes or transactions with the City. You agrPQ that we may continue to represent or may undertake in the future to represent existing or new clients in any manner that is not substantially related to our work for and directly adverse to the city. Please be auvised that because of the continuing relationship of Kelly, Hart & Hallrnan with American Airlines, Kelly, Hart & Hallman shall recuse itself from serving as hoed counsel on any transaction that directly benefits American Airlines, suer as the two prior financings issued bv AllianceAirport Authority., [ is for the benefit of American Airlines. In addition, if other potential conflicts are identified, -�rd it is determined :hat there exists a situation that may affect either firm's ability to impartially represent the interests of the City or any issuer acting on behalf of the City we ti,rill meet and discuss the potential conflict with the you. if requested, either firm will recuse itselfif it is determined that the potential conflict could result in inadequate representation of the City's interests. Exc^,.pt as hereinafter provided, the term of this agreement Will expire on September 30, 2XIO., Unless the City Manager, in the sole discretion thereof, determines to extend this a'grnment for up to two additional terms of no grew.+Ar timn one year for each such extension term. If the City Manager so extends this agreemen; is provided above, the term of this agreement "I expire upon the end of the extension period or periods, as the case may be. This agreement sal be terminable at will by either of the parties upon giving fliff, other party thirty (30) days wfitteh notice of such tenninafion. If the arrangement proposed herein is satisfactory, it is requested that your understanding of the above be evidenced by the signature of the City Manager on three copies of this later 'in tfie place provided. Please return one copy of this letter to each of the undersigned for our files Sincerely yours, McCAL PARKHURST & HQRT4N L.L.P. co AX Leus KELLY.. HART &HALLMAN... (A Profbssi-onal-C-orparafion) -A Dan Settle,, Jr. Accepted this 40- "'U ay of 1997. CITY OF FORT WORTH By City Manager Contract hor zation pate w City of Fort Worth t1exas I�! Mayor and Counci omm unz'6cati*on W TF�._ RAPEFENN' � Nt MER LOG NAM- VAft ,)Oj/23/97 C-I 6321 13HORTO 1 of 1 SUBJECT CONTRACT FC}F� BON�? COUNSEL vVITH , 1.=; ; r` �j��y�:`; KELLY-t' i T" L 11 Ai REC0MMEN!DAIFj0N: it is recommended that the City Council authorize the City Manager to renew and extend the agreement with McCall, Parkhurst & Horton and Belly, Hart & Hallman for legal services related to the issuance of debt to September 30, 2000, wi�:h the option to farther-extend the agreerne-nnt for two additional terms of one-year each. DLSCLISS ON: On April 2, 1991 (M&C C-1 2784), the City Council authorized the City Managor-to .execute an agreement with the laver firms of Mc-Call, Parkhurst & Horton and Kelly. , H8-rt & H01.1 man to perform the duties of bov^d counsel-relative to the issuanGe of d�,'.A. On denua-ry- 7.1 C-15245?-, the Council authorized the extension of this .agre'enne.nt to Sept.erri.b6.r�,.J:; 1' t�. a provision for renewal thereafter on a year-to-year basis. The two firms have performed satisfactorily and cooperatively throughout­. ....t#��. :d-f the: agreement. They have presented and st-ru+r<tu reed the legal d o c um-eats for- s-eVerpt fin.an-Wil.* transactions that have resulted in significant cost savings for the City. The, y have act.i .eIy Lou h the involvement of minority law firms in bond transactions, often workinq, -!"thl.,the-4, avv o ff' o-f. Renee Kgginbotham-Brooks on City transactions. r There is no Ghan:ge in the fees. No charges for legal services are incurred: �::�ril�:s. banes a:re actually sold. The agreement may be terminated at anytime- upon 30. days ��,�t�rl:tt ��nott copy of the agreement is attached. FISCAL_I.I EO-RMATt,OW/CERTIFICATION - The Director of Fiscal Services certifies that funds required to pay legal' f6et rbjated,to..-d t issumnces will be available from the proceeds of bond sales and./or appropriate--debt �ervi funds. CB:rn Suba for City kianager's FUND ,ACCOUNT CENTER AMOUNT crr" 'SEG AAY Of Ike by: `tn} PP Charles-B©sweH originating Department mead: CIT -01 IL Jim Keyes 8517 (f m) - -; For Additional Iidormation " cirri 49 aw Contxt: t"i r ,' Jim K.CycS 8517 0 Printed on Recyded Paper