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HomeMy WebLinkAboutResolution - 2004-R0577 - Letter Of Engagement As Bond Counsel - Ray Hutchison - 12_07_2004Resolution No. 2004-RO577 December 7, 2004 Item No. 39 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock BE and is hereby authorized and directed to execute for and on behalf of the City of Lubbock, a Letter of Engagement between the City of Lubbock and Ray Hutchison of Vinson & Elkins, L.L.P. of Dallas, Texas appointing Ray Hutchison of Vinson & Elkins, L.L.P. as bond counsel for the City of Lubbock. Said Letter of Engagement is attached hereto and incorporated in this Resolution as if fully set forth herein and shall be included in the minutes of the Council. Passed by the City Council this 7th ATTEST: Reb cca Garza, City Secretary APPROVED AS TO CONTENT: - 12ut 4&a'�e� Lee Ann Dumbauld Chief Financial Officer APPROVED AS TO FORM: 01 U It :\" * I, - -, : �C- '-, , S Anita Burgess, City Attorne as/cityatt/Anita/Res. V inson&blldns November 24, 2004 day of December 2004. ARC cDOUGAL, MAYOR Resolution No. 2004 RO577 V&E Vinsm&rElk ATTORNEYS AT LAW November 29, 2004 City of Lubbock P.O. Box 2000 Lubbock, Texas 79457-2000 Dear Mr. Mayor and Members of the City Council: VINSON & Z LIaNS L.L.P. 3700 TRAM)VIELL CROW CENTER 2001 ROSS AVENL E DALLAS, TEXAS 75201-2975 TELEPHONE (214) 220-7700 FAX (214) 220-7716 www.velawcom We deeply appreciate being asked to represent the City of Lubbock (the "City"), as its bond and finance counsel in connection with its issuance from time to time of bonds and other debt instruments on behalf of itself and the LP&L and in connection with such other general finance matters as may be referred to us from time to time. This letter is intended to set forth our and the City's respective roles and responsibilities with respect to our representation, and is subject to your approval and acceptance. Client The client for this engagement is the City. This engagement does not create an attorney - client relationship with any related persons or entities, such as employees, officers, or members of the City Council. Scope of Engagement As your bond and finance counsel, we will perform the following services in connection with each debt issuance: preparation for your review, adoption, and approval of ordinances, resolutions, certificates and other instruments, including election instruments and notices, that are required in connection with the authorization, issuance and delivery of the debt; preparation and presentation of transcripts of the proceedings relating to the authorization and issuance of the debt to the Attorney General of the State of Texas in connection with his approval of the debt issuance; supervision of the printing of the debt instruments; registration of the debt instruments with the Comptroller of Public Accounts of the State of Texas; preparation of closing documents and representation of the City at the closing of the sale of the debt issuance; and any other matters related to such transactions. In addition, as your bond and finance counsel, we will review a transcript of proceedings pertaining to each debt issuance and, where appropriate, will render our opinion that such debt instruments are valid and binding obligations of the City and that the interest on such debt instruments is excludable from gross income for purposes of federal income taxation under then existing statutes, regulations, published rulings, and court decisions. AUSTIN - BEIJING - DALLAS - DUBAI - HOUSTON - LONDON - MOSCOW - NEW YORK - TOKYO - WASHINGTON, D.C. Page 2 November 29, 2004 It is our understanding that the City's financial advisor will be responsible for advising the City concerning the sale of such debt instruments and will assist the City in the preparation of any traditional official statements and disclosure documents relating thereto. We will review such documents if requested by the City Attorney or Chief Financial Officer of the City; however, we are not responsible for performing an independent investigation to determine the accuracy, completeness or sufficiency of any such document unless specifically requested to do so by the City and for compensation to be determined at the time of such request. In addition to the foregoing services, we will provide such additional services to the City that do not relate to traditional bond -issuance matters as it, through its City Attorney or other authorized officer, may request from time to time by supplement to this letter. Conflicts We recognize that we shall be disqualified from representing any other client (i) in any matter which is substantially related to our representation of you and (ii) with respect to any matter where there is a reasonable probability that confidential information you furnished to us could be used to your disadvantage. You agree that our representing you in this matter will not prevent or disqualify us from representing clients adverse to you in other matters, subject to your approval in advance to our undertaking of such adverse representations. Cooperation In order to enable us to render effectively the legal services contemplated, the City has agreed to disclose fully and accurately all relevant facts and to keep us informed of all developments relating to this matter. We necessarily must rely on the accuracy and completeness of the facts and information you and your agents provide to us. Fees Our fees for services to be rendered as bond counsel with respect to the routine debt obligations of the City will be charged in accordance with the attached Fee Schedule and will be payable at the time of the delivery of the debt. With respect to matters that do not relate to a specific bond or debt issuance that the City, through the City Attorney or other authorized officer, may request us to provide, our fees for services will be charged on an hourly basis for time spent on the matter based on the Firm's Level II rates, billable and payable monthly. We will be happy to provide an estimate of such fees at the time we receive a request to provide such additional services. Other Charges In addition to our fees, there will be other charges for items incident to the performance of our legal services, such as photocopying, messengers, travel expenses, long-distance telephone calls, facsimile transmissions, postage, overtime for secretaries and other non -legal staff, specialized computer applications such as computerized legal research, and filing fees. The 893983_2.DOC Page 3 November 29, 2004 amounts of such charges shall be based on the standard amounts charged generally to the clients of the Firm for such services. A copy of a schedule of such costs is available upon request by the City. Vinson & Elkins is a national law firm with offices in a number of different cities and states. Our public finance lawyers regularly work in multiple offices and on matters for clients in different areas of the State. In order to assure that the City gets the maximum benefit of the expertise available at the firm and notwithstanding anything herein to the contrary, we will not charge for travel time and travel expenses related to our representation of the City. Withdrawal or Termination Our relationship is based upon mutual consent and you may terminate our representation at any time, with or without cause, by notifying us. Your termination of our services will not affect your responsibility for payment of fees for legal services rendered and of other charges incurred before termination and in connection with an orderly transition of the matter. We are subject to the rules of professional conduct for the jurisdictions in which we practice, which list several types of conduct or circumstances that require or allow us to withdraw from representing a client, including for example, nonpayment of fees or costs, misrepresentation or failure to disclose material facts, fundamental disagreements, and conflict of interest with another client. We try to identify in advance and discuss with our client any situation which may lead to our withdrawal, and if withdrawal ever becomes necessary, we will give the client written notice of our withdrawal. If we elect to withdraw for any reason, you will take all steps necessary to free us of any obligation to perform further, including the execution of any documents necessary to complete our withdrawal, and we will be entitled to be paid for all services rendered and payable hereunder and other charges accrued on your behalf to the date of withdrawal. If the foregoing correctly reflects your understanding of the terms and conditions of our representation, please so indicate by executing the enclosed copy of this letter in the space provided below and return it to the undersigned. Please contact the undersigned if you have any questions. We are pleased to have this opportunity to be of service and to work with you. 893983 2.DOC Page 4 November 29, 2004 AGREED TO AND ACCEPTED ON DECEMBER nth . 2004: CITY OF LUBBOCK, TEXAS By: C MC6UwAL MAYOR ATTEST: Rebetca Garza, City Secretary APPRMYAS` TO CONTENT: LeeAffDdbauld Chief Financial Officer APPROVED AS TO`FORM: Pj AA'I L Z� e Am to Burgess, City Att6rney 893983_2. DOC Resolution No. 2004-RO577 EXHIBIT 1 Bond Counsel Fees Relating to Routine Debt Issues for the City of Lubbock, Texas Principal Amount First $5 million Next $5 million $10 million - $20 million Over $20 million Fee $7,500 minimum fee $7,500 plus $1.25 per $1,000 principal amount in excess of $5 million $13,750 plus $1.00 per $1,000 principal amount in excess of $10 million $23,750 plus $.75 per $1,000 principal and in excess of $20 million Fees for refundings will be based on the same schedule times 1.50. 893983 IDOC