HomeMy WebLinkAboutPR 12167:EDC - VINSON & ELKINSinteroffice
MEMORANDUM
To: Mayor, City Council, City Manager
From: Mark T. Sokolow City Attorney /'~ ~
Subject: P. R. No. 12167; Council Meeting of April 29, 2003
Date: April 25, 2003
Attached is P. R. No. 12167 authorizing the Port Arthur
Section 4A Economic Development Corporation Executive Director to
execute an engagement letuer between the City of Port Arthur
Section 4A Economic Development Corporation and Vinson & Elkins, L.
MTS/ts
Attachmenu
cc:
Director of Finance
Executive Director of EDC
VIA FACSIMILE (409) 724-7585
Jim Wimberley
VIA FACSIMILE (713) 615-5256
Frank McCreary
VINSON & ELKiNS
P. R. No. 12167
04/24/03 ts
RESOLUTION NO.
A RESOLUTION AUTHORIZING THE PORT ARTHUR
SECTION 4A ECONOMIC DEVELOPMENT CORPORATION
EXECUTIVE DIRECTOR TO EXECUTE AN ENGAGEMENT
LETTER BETWEEN THE PO~T ARTHUR SECTION 4A
ECONOMIC DEVELOPMENT CORPORATION AND VINSON
& ELKINS, L.L.P.
WHEREAS, the Port Arthur Section 4(A) Economic
Development Corporation desires to enter into an agreement
with Vinson & Elkins, L.L.P. for services as bond counsel in
connection with the authorization, issuance, sale and delivery
of sales tax revenue bonds; and
WHEREAS, the City Council desires to authorize the
Director of the Port Arthur Section 4(A) Economic
execute an Engagement Letter with
are true and correct.
Section 2. That
authorized to
the Executive Director is herein
execute an Engagement Letter in substantially
Executive
Development Corporation to
Vinson & Elkins, L.L.P.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF PORT ARTHUR, TEXAS:
Section 1. That the facts and opinions in the preamble
the same form as attached hereto as Exhibit "A".
Section 3. That a copy of the caption of this
Resolution be spread upon the Minutes of the City Council.
READ,
Council of the City of
vote: AYES: Mayor
Councilmembers
ADOPTED AND APPROVED on this day of
, A.D., 2003, at a Regular Meeting of the City
Port Arthur, Texas, by the following
NOES
ATTEST:
MAYOR
CITY SECRETARY
APPROVED AS TO FOP. M:
CITY ATTORNEY
z .pr12167
APPROVED FOR ADMINISTRATION~
CITY MANAGER
APPROVED AS TO THE AVAILABILITY OF FUNDS
DIRECTOR OF FINANCE
EXHIBIT "A"
VINSON & ELKINS L&.P.
23~0 FIKST CrTY TOWER
Prank McCreary
Direct Dial 713-758-2440
Direct Fax 713-615-5256
fmccreary<~elaw.com
April23.2003
City of Port Arthur Section 4A
Economic Development Corporation
444 Fourth Street
Port Arthur. Texas 77640
Re: Engagement Letter
This letter, when accepted by you, will constitute an agreement betwveen this firm and the
City of Port Arthur Section 4A Economic Development Corporation (the "Corporation") for our
services as bond counsel in connection with the authorization, issuance, sale and delivery of
sales tax revenue bonds (the "Bonds") to be issued by the Corporation.
We agree that our services as bond counsel will include the following:
Attendance at all meetings of the Board of Directors of the Corporation or the
City Council of the City of Port Arthur as required or requested in connection
with the planning and authorization of such issue, including consultation on
federal income tax matters;
Preparation of the order of the Board of Directors authorizing issuance of the
Bonds, together ~vith all other legal documents comprising the transcript of
proceedings for authorization and issuance of the Bonds;
Consultation with the Corporation and the Corporation's financial advisor
regarding information to be included in the Official Statement for the Bonds,
limited solely to the description of the Bonds and the status of the Bonds and the
interest thereon under federal income tax law;
Preparation of and submission to the Attorney General of Texas of a transcript of
proceedings for the Bonds to obtain the approval of the Attorney General and
registration by the Comptroller of Public Accounts of Texas;
Preparation and filing of legal documents required under federal income tax law
for the Bonds, and the preparation of and delivery to the Corporation of a letter
explaining the federal income tax treaU:nent of bond proceeds;
Page 2
April 23, 2003
6. Supervision of the printing of the Bonds and their delivery to the purchasers;
Representation of the Corporation at the closing of the sale of Bonds, including
preparation of closing documents; and
If appropriate, the delivery at closing of our approving opinion as to the validity
of the Bonds under Texas law and the exclusion of interest on the Bonds from
gross income of bondholders under federal income tax law.
For the services outlined above, our fee would be $35,000, with such fee to be paid from
bond proceeds, and contingent on delivery of the Bonds. If no bonds are issued, no fee would be
due.
The Corporation would also reimburse us for certain charges incurred in connection with
the bond issue, including travel, long distance telephone charges, and photocopy and document
delivery charges. All such charges will be subject to approval by the Corporation.
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, presentations to rating agencies or bond insurers, or
"blue sky" or securities registration services. We will be pleased to provide legal services in
connection with any matters not included in paragraphs 1 through 8 above, provided that such
additional services are performed on mutually agreeable terms, to be set forth in a separate letter
of engagement.
As you are aware, Vinson & Elkins L.L.P. represents IASIS Healthcare Corporation
("IASIS") in connection with the proposed Economic Incentive Agreement among the
Corporation, IASIS, the City of Port Arthur and Williams & Rao, L.P. By approval of this
agreement, you understand and agree that Vinson & Elkins L.L.P. will continue to represent
IASIS on such matters, even though IASIS's interests may conflict with the Corporation's
interests. We believe that our representation of IASIS on such matters will not in any way affect
the diligence or vigor with which we represent your interests in connection with the issuance of
bonds.
This agreement shall remain in force and effect until the Bonds have been sold and
delivered; provided, however, that this agreement may be terminated by either party on thirty
days written notice. This agreement incorporates the Standard Terms of Engagement for Legal
Services, a copy of which is attached.
Page 3
April 23, 2O03
If the arrangement set out above meets with your approval, please execute this agreement m
the space provided below and return one executed copy to the undersigned.
Very truly yours,
VINSON & ELKINS L.L.P.
By
Frank E. McCreary
0257:2150
1184464_1.DOC
ACCEPTED:
CITY OF PORT ARTHUR SECTION 4A
ECONOMIC DEVELOPMENT CORPORATION
By
Name:
Title: