HomeMy WebLinkAboutPR 14719: VINSON & ELKINS - BOND COUNSEL CONTRACTMemoYandum -
City of Port Arth ur, Texas
Finance Department
To: Steve Fitzgibbons, City Manager ~~/
From: Rebecca Underhill, Director of Fi a ~ ` ~
Date: May 9, 2008
Subject: Proposed Resolution 14719
RECOMMENDATION
I recommend that the City Couricil approve PR 14719 authorizing the Mayor.to execute a bond counsel
contract with Vinson-and Elkins, Attorneys at Law.
BACKGROUND
Vinson andBlkins has served as bond counsel to the city for many years. This;agreement calls for Vinson
and Elkins to provide all legal services. required for City bond issues as outlined on pages 1 and 2 of the
letter. ~ l
P. R. NO. 14719
jja: 5/9/08
RESOLUTION NO.
A RESOLUTION AUTHORIZING THE MAYOR TO
EXECUTE A BOND COUNSEL CONTRACT WITH= VINSON
AND ELHINS, ATTORNEYS AT LAW
WHEREAS; the City of Port Arthur requires the service bond counsel to assist in the issuance of
debt; and
' WHEREAS, the City has a longstanding. relationship with Vinson and Elkins Attorneys at Law; and
WHEREAS, the City Council has~been satisfied with the performance of Vinson and Elkins,
Attomeys at Law; and
WHEREAS, the City Council deems it is in the best interest of the City to continue the relationship
with a firm that is entirely familiar with the background and circumstances of the City's finances.
NOW THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
PORT ARTHUR:
Section 1. That the facts and opinions in the preamble are true and correct.
.Section 2. That the City Council hereby authorizes the Mayor to execute the bond counsel
contract with Vinson and Elkins, Attorneys at Law as attached hereto as Exhibit A.
Section 3. That a copy of the caption of this Resolution shall be spread upon the,Minutes of the
City Council.
READ, ADOPTED, AND APPROVED, this- day of May, 2008, AD, at a Regular Meeting of
the City Council of the City of Port Arthur, Texas by the following vote:
AYES: Mayor:
Councilmembers:
Mayor
ATTEST:
Terri Hanks, Acting City Secretary
APPROVED AS TO FORM:
• / "° -' { 174' W~IYtI / `mil ~J'~ 26"l~ 0
Mark Sokolow, City Attorney J
APPROVED FOR ADMINISTRATION:
S~ e Fitzgibbons, City Manager
i
~~c~ ~; ~ ~ ~:c,~>--c ~. LCD u,<.
Rebecca Underhill, Finance Director
Z:\Pinance\Rcsolutions\Vinson and Elkins.doc
EXHIBIT ~"A"
Thomas A. Sage tsage@velaw.com
Tel 713.758.2159 Fax 713.615.5728
May 6, 2008
Honorable Mayor and City Council
City of Port Arthur
Post Office Box 1089
Port Arthur, Texas 77641-1089
Ladies and Gentlemen:
This letter, when accepted by you, will constitute our agreement to serve as bond
counsel to the City. We agree that our services as bond counsel will include the following:
1. Preparation of ahe ordinance calling each bond election held. by the City,
including the Spanish translation of the election ordinance;
2. Submission to the United States Department of Justice of a request for
preclearance of each bond election under the Federal Voting Rights Act;
3. For each issue or series of bonds (or other obligations), attendance at all
meetings of the City Council as required or requested in connection with the
plannirig and authorization of such issue or series, including consultation on
federal income tax matters;
4. For each issue or series of bonds (or other obligations), preparation of the
ordinance of the City Council authorizing issuance of the obligations of such
issue or series, together with all other legal documents comprising the
transcript of .proceedings for authorization and issuance of such issue or
series;
5. Review of information of a legal nature to be included in any Official
Statement for each issue or series of obligations, limited to the terms and "
conditions of the obligations to be issued, the. legal authority for the issuance
of the obligations and the pledge of taxes or revenues for the payment of such
obligations, and the'status of the obligations and the interest thereon under
federal income tax law;
" 6. Preparation of and submission to the Attorney General of Texas of a transcript
of proceedings for each issue or series of bonds (or other obligations) to
Vinson 8 Elkins LLP Attorneys at Law Austin Beijing Dallas First City Tower, 1001 Fannin Street, Suite 2300, Houston, Texas 77002-6760
Dubai Houston London Moscow New York Tokyo Washington Tel 713.758.2222 Fax 713.758.2346 www.velaw.com
Houston 3621047v.1
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May 6, 2008 Page 2
obtain the approval of the Attorney' General and registration by the
Comptroller of Public Accounts of Texas of such issue or series;
7. .Preparation and filing of legal documents.required under federal income tax
law for each issue or series of bonds (or other obligations), and the preparation
of and delivery to the City of a letter of instructiohs with respect to the federal
income tax_ treatment of bond proceeds; '
8. Supervision of the printing of each -issue or series of bonds (or other
obligations);
9. Representation of the City at the closing of the sale of each issue or series;.
including preparation of all closing documents; and
10. If appropriate, the delivery at closing of our approving opinion as to the
validity of each issue or series of bonds (or other obligations) under Texas law
and the exclusion of interest on such obligations from gross income of the
holder's under federal income tax law.
For the services outlined above, our fee would be as follows:
(a) For the City's General Obligation Borids requiring an election, a fee of $1.00 per
$1,000 of bonds with a minimum fee of $18,500, payable from the proceeds of such
obligations.
(b) For the City's Certificates of Obligation and Refunding Bonds, a fee of $1.25 per
$1,000 of bonds with a minimum fee of $17,500, payable from the proceeds of the
Bonds.
The above fees are contingent on the issuance of the obligations by the City. If no
obligations are issued, no fee will be due.
Fees for band counsel services in connection with revenue bonds, bonds supported by
Interlocal Agreement, or other obligations not specifically described above will be
established at the time of each issue, subject to the approval of the City.
The City would also reimburse us for disbursements made on behalf of the City and
expenses and charges relating to our representation, including travel, long distance telephone
charges, and photocopy and document delivery charges. All such charges will be subject to
approval by the City.
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~ - May 6, 2006 Page 3
The services outlined above do not include such matters as services as disclosure
counsel in connection with bond issues, work on post-closing federal tax or disclosure issues,
obtaining IRS rulings or clarifications of federal tax law, or presentations to rating agencies
or bond insurers. We will be pleased to provide legal services in connection with any matters
not included in paragraphs 1 through 10 above, but we believe that such additional services
should be the subject of a.separate engagement letter.
This agreement will remain in force and effect for a period not to exceed two years
unless terminated as provided herein. This agreement may be terminated by either party at
any time on thirty days' written notice. We agree not to assign or otherwise transfer any
interest in this agreement without the prior written consent of the City.
This agreement incorporates, the Standard Terms of Engagement For Legal Services (the
"Standard Terms") attached hereto. We agree that any increases in the "Additional Charges"
described in the Standard Terms will not be effective until 30 days after receipt by the City of
a revised schedule of such charges reflecting any such increases.
If the arrangement set out above meets with your approval, please take appropriate
action to approve this agreement and return one executed copy to the undersigned.
Very truly yours,
Thomas A. Sage
1628:2150
Attachment
ACCEPTED:
CITY OF PORT ARTHUR, TEXAS
By:.
Houston 3621047v.1
May 6, 2008 Page 4
Mayor`
Houston 3621047x.1
VINSON & ELKINS L.L.P.
Standard Terms of Engagement
for Legal Services
This statement sets forth certain standard terms of our engagement as your lawyers and is
intended as a supplement to the engagement letter that we have with you as our client. Unless
modified in writing by mutual ageement, these terms will be an integral part of our agreement
with you as reflected in the engagement letter. Therefore, we ask that you review this statement
carefully and contact us promptly if you have any questions. We suggest that-you retain this
statement in your file with the engagement letter.
The Scope of Our Work
..
You should have a clear understanding of the legal services we will provide. Any
questions that you have should be dealt with promptly.
We will at all times act on your behalf to the best of our ability. Any expressions on our
part concerning the outcome of your legal matters are expressions of our best professional
judgment, but are not. guarantees. Such opinions are necessarily limited by our knowledge of the
facts and are based on the state of the law at the time they are expressed.
It is our policy that the person or. entity that we represent is the person or entity that is
identified in our engagement letter, and absent an express agreement to the contrary does not
include any affiliates of such person or entity (e.g., if you are a corporation or partnership; any
parents, subsidiaries, employees, officers, directors, shareholders or partners of the corporation
or partnership, or commonly- owned corporations or partnerships; or, if you are a trade
association, any members of the trade association). If you believe this engagement includes
additional entities or persons as our clients you should inform us immediately.
It is also our policy that the attorney-client relationship will be considered terminated
upon our completion of any services that you have retained us to perform. If you later retain us
to perform further or additional .services, our attorney-client relationship will be revived subject
to the terms of engagement that we agree on at that time.
This engagement shall be subject to the Texas Disciplinary Rules of Professional
. Conduct.
Who' Will Provide the Legal Services
Customarily, each client of the Finn is served by a principal attorney contact. The
principal attorney should be someone in whom you have confidence and with whom you enjoy
working. You are free to request a change of principal attorney at any time. Subject to the
supervisory role of the principal attomey, your work or parts of it may be performed by other
lawyers. and non-lawyers in the Firm. Such delegation may be for the purpose of involving
lawyers or non-lawyers with special expertise in a given area or for the purpose of providing
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services on the most efficient and timely basis.. Whenever practicable, we will"advise you of the
names of those attorneys and non-lawyers who work on your matters.
How Our Fees Will Be Set
Generally, our fees are based on the time spent by the lawyers and non-lawyers who work
on the matter. We will charge for all time spent in representing your interests, including, byway
of illustration, telephone and office conferences with you and your representatives, consultants
(if any), opposing counsel, and others;.conferences among our legal and non-lawyer personnel;
factual investigation; legal research; responding to your requests for us to provide information to
your auditors in connection with reviews or audits of financial statements; drafting letters and
other documents; and travel. We will keep accurate records of the time we devote to your work
in units of quarters of an hour.. '
The hourly rates of our lawyers and non-lawyers are, from time to time, reviewed and
adjusted and maybe changed with or without notice to reflect current levels of legal experience,
changes in overhead costs, and other factors. London rates are set in UK pounds sterling and aze
converted to dollazs using the official exchange rate established by the UK government at the
beginning of the calendar quarter in which the time was worked.
Although we may from time to time, at the client's request, famish estimates of legal fees
and other charges that we anticipate will be incurred, these estimates aze by their nature inexact
(due to unforeseeable circumstances) and, therefore, the actual fees and chazges ultimately billed
may vary from such estimates.
With your advance agreement, the fees ultimately chazged may be based upon a number
of factors, such as:
- The time and effort required, the novelty and complexity of the issues presented,
and the skill required to perform the legal services promptly;
- The fees customarily charged in the community for similaz services and the value
of the services to you;
- The amount of money or value of property involved and the results obtained;
- The time constraints imposed by you as our client and other circumstances, such
as an emergency closing, the need for. injunctive relief from court, or substantial
disruption of other office business;
- The nature and longevity of our professional relationship with you;.
- The experience, reputation and' expertise of the lawyers performing the services;
- The extent to which office procedures and systems have produced ahigh-quality
product efficiently.
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For certain well-defined services (for example, a simple business incoiporation), we will
(if requested) quote a flat fee. It is our policy not to accept representation on a flat-fee basis
except in such defined-service areas or pursuant to a special arrangement tailored to the needs of
a particulaz client. 'In all such situations, the flat fee arrangement will be expressed. in a letter,
setting forth both the amount of the fee and the scope of the services to be provided.
We also will, in appropriate circumstances, provide legal services on a contingent fee
basis. Any contingent fee representation-must be the subject of a sepazate and specific
engagement letter.
Additional Charges
In addition to our fees, there will be other chazges for items incident to the performance
of our legal services, such as reprographics, couriers, travel expenses, some long distance
telephone calls, facsimile transmissions, postage, overtime for secretaries and other non-legal
staff, specialized computer applications such as computerized legal research, media services and
practice support, records retrieval, and filing fees. The current basis for these charges in the
Firm's U.S. offices is set forth below. Charges for similar services in the Firm's foreign offices
may vary from those shown below. The Firm will review this schedule of charges periodically
and adjust them to take into account changes in the Firm's costs and other factors.
Reproeraphics and Production Services
_ The Firm charges $.15 per page for non-color duplicating and scanning, including
printing electronic and scanned images, and printing for duplication purposes.
Additional charges apply for color and oversized (over 11x17. inches) documents.
There are special chazges for other production services, which are available on
request.
Courier Services
Charges, which may vary based on the service provider used and the service
provided, are billed at the Firm's actual cost.
Computer Aided Leeal Research (CALR)
chazges for services are billed at the Firm's actual cost.
Telefax
The Finn chazges $0.25 per page for outgoing telefaxes, which includes all
telephone costs. There is no charge for incoming faxes.
Telephone
The Finn does not chazge for local or domestic long distance calls. originating in
the Firm's U.S. offices. Other long distance calls, including intemationa] long
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distance calls, audio conferencing services, and calling card calls are charged at
the Firm's actual cost for the call or conference.
Travel-Related Expenses
Airfare, hotel, meals,, ground transportation and other travel related costs are
billed at the Firm's actual costs, including negotiated discounts.
All Other Costs
..
The Firm charges actual disbursements for third-party services .such as court
reporters, expert witnesses, etc., and may recoup expenses reasonably incurred in
connection with services performed in-house, such as postage, non-legal staff
overtime, file retrieval, media services and practice support, etc. A current
schedule of these charges: is available on request.
Unless special arrangements are otherwise made, fees and expenses of others (such as
experts, investigators, consultants and court reporters) will be the responsibility of, and billed
directly to, the client. Further, all irivoices in excess of $500 will be forwarded to the client for
direct payment.
Billing Arrangements and Terms
Our billing rates are based on the assumption of.prompt payment. Consequently, unless
other arrangements are made, fees for services and other charges will be billed monthly and are
payable within thirty days of receipt.
By engaging us, you acknowledge and agree that you are responsible for payment of fees,
expenses and disbursements. In appropriate matters as an accommodation to you, we may agree
to direct our bills to third-party payors (e.g., an insurer), but you agree that you will remain fully
responsible for timely payment of our bills if for any reason the third party does not timely pay
such bills. Likewise, we agree that we owe our professional obligations to you, even when a
third party pays our bills.
Advances
Clients of the Firm aze sometimes asked to deposit funds as an advance payment with the
Firm. The advance payment will be applied first to payment of charges for such items as
photocopying, messengers, travel, etc., as more fully described above, and then to fees for
services. The advance will be deposited in our client advance account and we will chazge such
other charges and our fees against the advance and credit them on our bil]ing statements. In the
event such other charges and our fees for services exceed the advance deposited with us, we will
bill you for the excess monthly or may request additional advances. Any unused portion of
amounts advanced will be refundable at the conclusion of our representation.
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Confidentiality
We will preserve the confidentiality of information you provide- us consistent with
applicable law including the rules of professional conduct governing lawyers. This confirms
your agreement that, with respect to firm brochures or other material or information regarding
the firm and its practice, we may indicate the geneial nature of our representation of you-and
your identity as a firm client.
Client and Firm Documents
We will maintain any documents that you famish to us in our client file (or files) for this
matter. At your request, we will return your documents to you at the conclusion of the matter (or
earlier, if appropriate). It is your obligation to tell us which, if any, of the documents that you
furnish us that you want returned. We will return those documents to you promptly afrer our
receipt of payment for outstanding fees and chazges. Our own files pertaining to this-matter,
including the work performed by our attorneys, will be retained by the Firm. Any documents
retained by the firm will be kept for a certain period of time, and ultimately we will destroy them
in accordance with our record retention program schedule then in effect. '
Third Party Contractors
Like many law firms and other organizations, our Firm from time to time uses ordeals with third
parties in connection with certain areas of our practice or operations. For instance, these third
parties may include vendors, consultants, advisors, or other service providers in areas such as
litigation support, storage, document management, hazdware and software systems, law firm
practice management, information technology, accounting and financial matters, and the like.
Additionally, the Firm may use temporary lawyers and non-lawyers in certain matters. In
performing their services, these parties may have some access to confidential client information,
and the Firm accordingly has appropriate confidentiality arrangements with them obligating
them to preserve the confidentiality of any such information. You consent to the Firm allowing ,
non-employee contractors access to such infoimation as described. We take our confidentiality
obligations very seriously; do not hesitate to contact ris with any questions.
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