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HomeMy WebLinkAboutO-1988-1592 . .- ORDINANCE NO. 1592 AN ORDINANCE APPROVING AND AUTHORIZING A BOND ATTORNEY AGREEMENT BETWEEN THE CITY OF LA PORTE AND McCALL, PARKHURST, & HORTON~ MAKING VARIOUS FINDINGS AND PROVISIONS RELATING TO THE SUBJECT~ FINDING COMPLIANCE WITH THE OPEN MEETINGS LAW~ AND PROVIDING AN EFFECTIVE DATE HEREOF. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF LA PORTE: Section l. The City Council hereby approves and authorizes the contract, agreement or other undertaking described in the title of this ordinance, in substantially the form as shown in the document which is attached hereto and incorporated herein by this reference. The Mayor is hereby authorized to execute such document and all related documents on behalf of the City of La Porte. The City Secretary is hereby authorized to attest to all such signatures and to affix the seal of the City to all such documents. Section 2. The City Council officially finds, determines, recites and declares that a sufficient written notice of the date, hour, place and subject of this meeting of the City Council was posted at a place convenient to the public at the City Hall of the City for the time required by law preceding this meeting, as required by the Open Meetings Law, Article 6252-17, Texas Revised Civil Statutes Annotated~ and that this meeting has been open to the public as required by law at all times during which this ordinance and the subject matter thereof has been discussed, considered and formally acted upon. The City Council further ratifies, approves and confirms such written notice and the contents and posting thereof. Section 3. This Ordinance shall be effective from and after its passage and approval, and it is so ordered. PASSED AND APPROVED, this lIth day of July, 1988. CITY OF LA PORTE BY &,/?771~/-:.~ ~_ N man L. Malone, M yor AT~~ City Secret.ary AP~N~ City Attorney . . LAW OFFICES MCCALL, PARKHURST & HORTON HOBBY H. MCCALL PAUL B. HORTON PETER M. TART RICHARD C. PORTER G. CHARLES KOBDISH THOMAS L. POSCHARSKY' KENNETH E. ILTZ M. PAUL MARTIN JOHN W. FAINTER. JR. ALAN H. RAYNOR JOHN W. RUBOTTOM JEFFREY A. LEUSCHEL THOMAS K. SPURGEON L.E. BRIZZOLARA. III HAROLD T. FLANAGAN DANNY S. CULVER ALFRED D. JOHNSON 402 ONE RIVERWALK PLACE JOHN D. MCCALL 11892-19621 SAN ANTONIO, TEXAS 78205-3503 MILLARD PARKHURST 11908-1873) Te::Le:PHONe:: 512 225-2&00 TELECOPIER: 512 225-2984 CLARENCE E. CROWE C1903-lseZI 717 NORTH HARWOOD STREET NINTH FLOOR DALLAS, TEXAS 75201-6587 TELEPHONE:: 214 220-2800 .LICIt'NSED IN NEW YORK ONLY May l8, 1988 2850 ONE AMERICAN CENTER AUSTIN, TEXAS 78701-3234 TE:LEPHONl!!:.: 512 478-3805 Knox W. ASkins, Esq. City Attorney City of La Porte 702 W. Fairmont Parkway P. O. Box l2l8 La Porte, Texas 7757l-l2l8 Dear Mr. Askins: This letter is our response to your request for information concerning my firm and our proposed services and charges as Bond Counsel to the City of La Porte. BUSINESS ORGANIZATION Attached hereto as Appendix A is a brochure containing general information concerning McCall, Parkhurst & Horton, including resumes of the firm's attorneys and a representative client list. McCall, Parkhurst & Horton has extensive experience in virtually every area of municipal finance and fully meets each and every qualification conceivable for Bond Counsel. Having served as Bond Counsel for over l, 500 issues over the past five years and as underwriters', or purchasers', counsel for most of the major investment banking firms in the nation, the members of the firm have developed expertise in all of the legally recognized current financing techniques. In addition, by participating in financings in other jurisdictions and attending and participating as lecturers in professional seminars, the members of the firm remain abreast of financing innovations and of the changing needs and requirements of the municipal bond market and the credit rating agencies. McCall, Parkhurst & Horton was established in 19l9. Since that time, the firm has specialized solely in public finance law. The firm's opinion (as to validity and enforceability of municipality's obligations and, later, tax exemption) was the first Mr. Knox W. ASkins,4Itsq. May 18, 1988 Page 2 e given by a Texas firm and accepted in the national securities markets. The firm now has 40 employees, including l7 attorneys practicing out of offices in Dallas, Austin, and San Antonio, with expertise in all facets of public finance law. The firm is equipped with state of the art clerical, reproduction, and communication facilities. Our philosophy also includes the concept of security. While we must understand and anticipate the needs of our clients and apply the most innovative and effective solutions to their problems, we are not employed to gamble with a client's credit or its resources. The market expects our unqualified opinion. We do not render that opinion unless we have a sound legal basis to do so. Our 69 year history in the industry and our national stature are built upon the integrity of our opinions. The long term needs of our clients are more important to the members of the firm than a quick fee for a transaction of questionable legality. Although the entire firm and its facilities are always available to the City, M. Paul Martin of the San Antonio office would be primarily responsible for the ci ty' s business. Kathy Simpson of our San Antonio office, our most experienced paralegal, would also be assigned to assist the attorneys representing the city. In addition, Kenneth E. Iltz and Harold T. Flanagan, our two tax partners based in Dallas, will be involved in and available to the City on every transaction. Information relating to the firm's tax department is provided later in this proposal. Paul Martin has more than 20 years experience in representing entities, including cities, as Bond Counsel. Although Mr. Martin is based in San Antonio, he will be available to the City on call. Mr. Martin practiced law in Houston for most of his career and is very familiar with the unique concerns of the area. As previously noted, two of our partners, Ken Iltz and Hal Flanagan, specialize exclusively in federal tax matters, and each has had extensive experience in the federal legislative and regulatory process. Both are former attorneys in the Legislation and Regulations Division, Office of Chief Counsel, Internal Revenue Service in Washington, D.C., where they were responsible for drafting provisions of the Internal Revenue Code and the Income Tax Regulations that relate to tax-exempt bonds. During consideration of the recently enacted federal tax reform act, both Mr. Iltz and Mr. Flanagan represented many governmental units with respect to provisions involving tax-exempt financing. Moreover, they continue to be actively involved in representing the interest of cl ients during drafting of regulations and interpreting those provisions. Mr. Knox W. ASkins,4Itsq. May 18, 1988 Page 3 . Beginning in 1985, Securities Data Company, Inc., a New York-based information gathering concern, began keeping records of municipal securities offerings and the financial and legal consultants participating in such offerings. For the first time a "ranking" of Bond Counsel has been made available to the marketplace. McCall, Parkhurst & Horton has consistently been ranked among the leading firms in the nation. We are proud of our No. 5 ranking nationally in 1985 and 1986. In both 1985 and 1986, the only firms ranked above us are located in New York, Chicago, or San Francisco. We feel this confirms our view that, although most of our practice relates to public finance in the Southwest, we have prominent position nationally in our industry. In 1987 and in the first quarter of 1988 we continued to handle more bond issues than any other Texas firm, continuing to provide extensive service to our municipal clients even in these times of uncertain financial and economic conditions. In addition to the traditional general obligation bonds, McCall, Parkhurst & Horton has been a leader in other types of financings, some of which are as follows: (l) utility System Revenue Bonds, (2) Contractual Obligations for Equipment Financing (3) Lease Purchase Financings, (4) Industrial Development Bonds, (5) Single Family Mortgage Revenue Bonds, (6) Airport Revenues, (7) Convention Center Bonds, (8) Commercial Paper, (9) Variable Rate Demand Bonds and Credit Enhancement Transactions, and (lO) Taxable Debt McCall, Parkhurst & Horton has been deeply involved in the organization and financings of the Texas Water Development Board and has represented numeroUs entities in their borrowings from the funds. administered by such Board. 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 bonds, notes, certificates of obligation, contractual obligations, or other evidences of indebtedness (for convenience hereafter referred to as "bonds"), including the following: Mr. Knox W. ASkins~sq. May 18, 1988 Page 4 e l. Preparing documents calling any bond election, notice thereof, and canvassing the results. 2. Preparing all instruments pursuant to which bonds will be authorized, secured, sold, and delivered in consul tat ion with the ci ty Council, the Financial Advisor, and the officials and other consultants of the City. 3. Attending meetings of the City Council to the extent required or requested. 4. Attending meetings with prospective bond purchasers and meetings with rating agencies or credit enhancers to the extent required or requested. 5. Cooperating with the City and its consultants in the preparation of official statements or other securities laws disclosure documents, including review of the information therein describing the bonds, the security therefor, and the federal income tax status thereof. 6. Submitting the bonds to the Attorney General of the state of Texas for approval and obtaining the registration of the bonds by the Comptroller of Public Accounts of the state of Texas, as required by law. 7. Supervising the printing, execution, and delivery of the bonds to the purchasers. 8. When so delivered, rendering an opinion covering the validity of the bonds under Texas law and the tax exempt status of the interest thereon under federal income tax laws. 9. FOllow-up advice concerning such subjects as the application of bond proceeds, new developments in the law concerning bond issues, and changes in industry practices. The fees quoted below do not include any special services or significant project outside the scope of traditional legal services performed by Bond Counsel, such as litigation. If specifically requested in writing by a duly authorized representative of the City, and approved by the City Council to so act, we are willing to act as special counsel within our field of experience to the City and to provide legal services not normally included in the legal Mr. Knox W. ASkins,ttsq. May 18, 1988 Page 5 e services performed by Bond Counsel. would be on a time charge basis. Our fees for such services COMPENSATION We recognize that our fees must always be reasonable in the circumstances and that, in accordance with municipal bond industry practice, the City desires to have the method of calculation of our fees clearly spelled out and agreed upon in advance. We are willing to work on a fixed rate basis for each separate installment Or series of bonds where our fee would be calculated at $0.75 per $l,OOO increment of the principal amount of bonds issued with a minimum fee of $2,000. The fee for "advance refunding" bonds, or unusually small or large issues, will be negotiated between representatives of the City and the undersigned at the inception of each issue. Our fees as bond counsel will be payable at the time of the delivery of, and payment for, bonds. This fee does not include our actual expenses and disbursements reasonably and necessarily incurred in connection wit~ the performance of our duties hereunder for which we expect reimbursement. We will not bill for any travel expense, or any significant or unusual expense, unless the City Manager or the Director of Finance of the City has previously authorized such expense. Our compensation or reimbursement under this agreement shall be due and payable only out of the proceeds of the sale of bonds or other funds of the City available for such payment; there shall not be individual liability on any member of the City Council, or other official of the City, for the payment of any amounts due hereunder. Our agreement may be terminated either by you or by us at any time, in which event, of course, we expect to be paid any compensation earned and expenses incurred to the date of such termination. CLOSING In closing, we believe we have demonstrated to the City that we are committed to devote whatever manpower, time, and resources are required to provide the City with the highest level of efficient service as bond counsel. We also believe that our proposal with respect to compensation is the most reasonable and equitable one for all parties. We would be happy to meet with you or any other representative of the City to answer any questions you may have with respect to this proposal. Mr. Knox W. ASkinS~Sq. May l8, 1988 Page 6 e If the City finds this proposal to be satisfactory, we ask that a copy of this letter be signed and returned to us for our files. Respectfully submitted, McCALL, & HORTON By UA M. Paul Martin MPM/ks Appendix A - .Firm Profile cc: David Fetzer The foregoing agreement is City of La Porte, Texas. hereby accepted on behalf of the Date: 9'7 //..11% <f CITY OF LA PORTE, TEXAS By1~::1~ e . I..AW OFFICES M<;CALL, PARKHURST & HORTON HOBBY H. MI:'CALL PAUL B. HORTON PETER M. TART RICHARD C. PORTER G. CHARLES KOBDISH THOMAS L. POSCHARSKY' KENNETH E. ILTZ M. PAUL MARTIN .JOHN W. FAINTER. .JR. ALAN H. RAYNOR JOHN W. RUBOTTOM .JEFFREY A. LEUSCHEL THOMAS K. SPURGEON L.E. BRIZZOLARA. III HAROLD T. FLANAGAN DANNY S. CULVER ALFRED D. .JOHNSON 402 ONE RIVERWAI..K PLACE JOHN D. MI:'CALL frSlitZ-llileZI SAN ANTONIO, TEXAS 78205-3503 MILLARD PARKHURST U808-18731 TELEPHONE: 512 225-2800 TELECOPIER: 612 225-2984 CLARENCE E. CROWE 11803-18821 717 NORTH HARWOOD STREET NINTH FLOOR DALLAS. TEXAS 75201-6587 TELEPHONE: 214 220..2800 June 27, 1988 2850 ONE AMERICAN CENTER AUSTIN, TEXAS 78701-3234 TEL.EPHONE:: 512 0478-3805 -LICENSED IN NEW YORK ONLY Knox W. ASkins, Esq. City Attorney City of La Porte 702 W. Fairmont Parkway P. O. Box l2l8 La Porte, Texas 7757l-12l8 Dear Mr. Askins: This letter will supplement my letter to you of May 18, 1988, and confirms my representations to you by telephone today. While acting as bond counsel, we will not charge nor expect reimbursement for any (l) travel expenses for any of our attorneys to or from La Porte and any of our offices nor (2) long distance telephone costs for communication between our personnel and representatives of or consultants to the City of La Porte. Please let me know if you need further clarification. forward to representing the city of La Porte. Respectfully submitted, We look By MPM/ks cc: David Fetzer