HomeMy WebLinkAboutPR 18832: CONTRACT WITH ANDREWS KURTH LLP, MAIN WASTEWATER TREATMENT MEMORANDUM
CITY OF PORT ARTHUR
UTILITY OPERATIONS DEPARTMENT
TO: Brian McDougal, City Manager
FROM: Jimmie Johnson, Ph.D., Director of Utility Operations
DATE: February 17, 2014
SUBJECT: Proposed Resolution No. 18832
RECOMMENDATION
I recommend the approval of Proposed Resolution No. 18832 authorizing the City
Manager to execute a contract with Andrews Kurth LLP of Houston, Texas for Bond
Counsel Services in the amount of $57,000. This is for the planning and design phase
of the Water Line Improvement Project and the Main Wastewater Treatment Plant
projects that was approved by the Texas Water Development Board.
BACKGROUND
The TWDB makes various funding available each year, and requires the submission of
Project Information Forms detailing each proposed project to be funded, and providing a
host of related information in order to prioritize the projects and assign the available
funds. With a 50-year old Main WWTP, and Waterlines which are in need of
replacement the City has demonstrated key needs in the TWBD's high priority areas.
The City was approved $6,995,000.00 from the Clean Water State Revolving Fund for
the design of this project The City was approved $2,080,000.00 from the Drinking Water
State Revolving Fund for the design of these projects.
BUDGET/FISCAL EFFECT
Fees for these services will be paid for using revenue bonds.
STAFF/EMPLOYEE EFFECT
City staff will assist with negotiating this contract.
SUMMARY
I recommend the approval of Proposed Resolution No. 18832 authorizing the City
Manager to execute a contract with Andrews Kurth LLP of Houston, Texas for Bond
Counsel Services in the amount of $57,000. Funding is contingent on the receipt of
financial assistance from Texas Water Development Board (TWDB).
P. R. No. 18832
02/17/15j jj
RESOLUTION NO.
A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE
A CONTRACT BETWEEN THE CITY OF PORT ARTHUR AND
ANDREWS KURTH LLP OF HOUSTON, TEXAS, FOR THE BOND
COUNSEL SERVICES IN THE NOT TO EXCEED AMOUNT OF
$57,000.00 OF THE MAIN WASTEWATER TREATMENT PLANT AND
WATERLINE PROJECTS APPROVED BY THE TEXAS WATER
DEVELOPMENT BOARD, FUNDING IS CONTINGENT ON THE
RECEIPT OF FINANCIAL ASSISTANCE FROM TEXAS WATER
DEVELOPMENT BOARD (TWDB).
WHEREAS, per Resolution No. 13-043, Arceneaux & Gates Consulting Engineers, Inc.
was issued a contract for the preparation of Project Information Forms (PIFs) on behalf of the
City for the purpose of submitting financial assistance for a Wastewater Treatment Plant project
to the Texas Water Development Board; and,
WHEREAS, per Resolution No. 13-598, Arceneaux & Gates Consulting Engineers, Inc.
was issued a contract for the preparation of Project Information Forms (PIFs) on behalf of the
City for the purpose of submitting financial assistance for the Waterline Project to the Texas
Water Development Board; and,
WHEREAS, the City of Port Arthur was approved for these projects from the TWDB on
June 18, 2014; and,
WHEREAS, Purchasing advertised for Request for Qualifications on August 31, 2014
and September 07, 2014. The City has received five (5) Statements of Qualifications for this
project, which were opened on September 24, 2014; and,
WHEREAS, a committee of City staff reviewed and scored the various responses in
accordance with published criteria; and,
WHEREAS, per resolution 14-529, Andrews Kurth LLP of Houston, Texas received the
highest score for this professional service as shown in the Qualifications Evaluation Matrix and
P. R. No. 18832
02/17/15j jj
Page 2 of 3
the City Manager was authorize to negotiate a contract with Andrews Kurth, LLP; and,
WHEREAS, Andrews Kurth LLP of Houston, Texas has submitted a letter of agreement
for professional services for the planning and design for water system improvements in the not to
exceed amount of$57,000.00 attached hereto as Exhibit"A"; NOW THEREFORE,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PORT
ARTHUR:
THAT the facts and opinions in the preamble are true and correct; and,
THAT the City Manager of the City of Port Arthur is hereby authorized and directed to
execute a letter of agreement with Andrews Kurth LLP of Houston, Texas for not to exceed
amount of$57,000.00, funding contingent upon award from TWDB; and,
THAT a copy of the caption of this Resolution be spread upon the Minutes of the City
Council.
READ,ADOPTED AND APPROVED THIS day of , 2015 at a
Regular Meeting of the City Council of the City of Port Arthur, Texas, by the following vote:
AYES:
Mayor: •
Councilmembers:
NOES:
Mayor
P. R. No. 18832
02/17/15j jj
Page 3 of 3
ATTEST: APPROVED AS TO FORM:
•
Sherri Bellard Valecia Tizeno
I (Th
City Secretary City Attorney
APPROVED FOR ADMINISTRATION:
Brian McDougal . awna Tubbs, CPPO,CPPB
City i. ag= Purchasing Manager
Jimmie Johnson, Ph.D.
Director of Utilities
APPROVED AS TO AVAILABILITY OF FUNDS:
A 0 IC Ell —
Deborah Echols, Director of Finance
ATTACHMENT A
(Andrews Kurth LLP Letter Agreement)
AN D R E W S 600 Travis,Suite 4200
Houston, Texas 77002
ATTORNEYS KU RT HLLP 713.220.4200 Phone
713.220.4285 Fax
andrewskurth.com
Thomas Sage
713.220.3833 Phone
713.238.5040 Fax
TomSage@a ndrewskurth.co m
March 20,2012
Honorable Mayor and City Council Members
City of Port Arthur
Post Office Box 1089
Port Arthur, Texas 77641
Re: Bond Counsel Services
Dear Mayor and City Council Members:
We are pleased to submit to you a proposed agreement for Andrews Kurth LLP,Houston,
Texas ("AK") to serve as Bond Counsel with respect to certificates of obligation, bonds and
other debt obligations that the City of Port Arthur, Texas (the "City") intends to issue. (Such
bonds, notes and obligations are collectively referred to in this letter as the "Bonds.") When
approved by you, this letter will become effective and will evidence an agreement between the
City and Andrews Kurth LLP, Houston, Texas.
As Bond Counsel, AK would prepare all required legal proceedings and would perform
certain other necessary legal work in connection with the City's authorization, issuance and sale
of each series of the Bonds. Our services as Bond Counsel would include the following Basic
Services,which we would carry out directly or in concert with officials and staff of the City:
1. Assistance, in consultation with City officials and staff and the City's financial
advisor, in the evaluation of legal matters related to financing innovations and opportunities that
may arise from time to time;
2. Consultation with City officials and staff to review information to be included in
the offering documents for each series of Bonds, but only to the extent that such information
describes such series,the security therefor,their federal income tax status and our opinion;
3. Preparation of the ordinances or resolutions authorizing issuance of each series of
the Bonds and all other instruments which comprise the transcript of legal proceedings pertaining
to the authorization, issuance and sale of each such series;
Austin Beijing Dallas Houston London New York The Woodlands Washington, DC
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March 20,2012
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4. Attendance at meetings, to the extent required or requested by the City's
executive staff or the City's financial advisor, to discuss the sizing, timing or sale of each series
of the Bonds;
5. Preparation and submission of transcripts of legal proceedings pertaining to the
issuance of each series of the Bonds to the Attorney General to obtain an approving opinion;
6. Supervision of the printing of each series of the Bonds and the delivery thereof to
the purchasers;
7. Prior and in connection with the closing of each series of the Bonds, giving advice
to the City to enable appropriate officials to comply with the arbitrage requirements of the
Internal Revenue Code of 1986 as they affect the Bonds, including yield restrictions and rebate
requirements;
8. At closing, render a legal opinion to the effect that the Bonds have been duly
authorized in accordance with the Constitution and laws of the State, that the Bonds constitute
valid and legally binding obligations of the City secured by the revenues or funds pledged to
their payment in the ordinance authorizing the issuance of the Bonds (subject to the exercise of
judicial discretion in accordance with general principles of equity, and to the valid exercise of the
sovereign powers of the State and the constitutional powers of the United States of America, and
to bankruptcy, insolvency, reorganization, moratorium and other similar laws in effect from time
to time relating to or affecting creditors' rights), and (ii) that, subject to certain restrictions,
interest on Bonds (issued as tax-exempt obligations) is excludable from the gross income of the
owners thereof for federal income tax purposes under then existing law; provided that, after the
closing, we do not undertake, unless specifically engaged by the City to do so as an Additional
Service to provide continuing advice concerning any actions necessary to assure that interest
paid on the Bonds will continue to be excludable from gross income for federal income tax
purposes;
9. Attendance at bond sale, signing, closing and all other meetings and conferences
as deemed necessary by the City;
10. Preparation of Federal Income Tax Form 8038-G; and
11. Any other service necessary to the planning, authorization, issuance, sale and
delivery of the Bond issues, as may be appropriate.
In addition to the foregoing Basic Services, as Bond Counsel, AK is prepared to
undertake the following Additional Services, as directed by the City:
1. Preparation and assistance in the preparation of materials related to application to
the Texas Water Development Board for various funding mechanisms provided by and available
from the Texas Water Development Board;
HOU:3041165.1
March 20, 2012
Page 3
2. Preparation of necessary ordinances, resolutions, notices, Department of Justice
submissions and other legal documents necessary to call and conduct an election to authorize the
issuance of Bonds, if necessary;
3. Disclosure work or similar services (other than the limited review of certain
sections of the offering documents for the Bonds as described in paragraph (5) under Bond
Counsel Basic Services above) to assist the City in the preparation of such offering documents,
on such basis and to such extent as shall be directed by the City;
4. Attendance at rating agency presentations, investor meetings or other
presentations relating to the marketing of the Bonds and consultation with City officials, staff
and advisors and the City's financial advisor to develop such presentations;
5. Preparation of the "Blue Sky" surveys or securities registration services;
6. Any other special services not ordinarily required in connection with the issuance
of obligations of the nature of the Bonds, including services rendered in connection with special
federal income tax issues, unusual issues arising in connection with the City's financial reports
or audits, any documentation or related services for credit or liquidity facilities or enhancements
or other special structuring techniques or devices to be employed in connection with the issuance
of any series of the Bonds; and
7. After the closing of any series of the Bonds and upon specific request of the City,
providing assistance to the City concerning questions and issues that may arise prior to the
maturity of the Bonds.
Unless otherwise agreed to by the City and AK, for all Basic Services performed
hereunder in connection with the issuance and sale of Bonds, as defined in this letter,AK will be
paid a fee with respect to each series of Bonds on the basis of$1.00 per $1,000 of proceeds;
subject, however, to a minimum fee of $18,000 for each series of notes or bonds. For any
certificates of obligation, revenue bonds or refunding bonds, our fee will be $1.25 for each
$1,000 of bonds actually sold,with a minimum fee of$23,500. For any debt issued to the Texas
Water Development Board,we will charge an additional$5,000.
The fee for any Additional Bond Counsel Services provided by AK will be determined on
an hourly rate basis, applying rates then charged by AK for the same or similar services
performed by attorneys and paralegals of similar experience for other clients. The total fee for
Additional Services prior to and in connection with the closing of any series of Bonds will not
exceed the fee charged for Basic Services for such series.
Payment of all fees for services as Bond Counsel will be made after the issuance and
delivery of the series of the Bonds in connection with which such services are performed and
within 30 days after receipt by the City of an approved invoice therefor. AK will be reimbursed
for its reasonable and actual out-of-pocket expenses, such as the cost of reproduction of
documents, out-of-town travel, long-distance telephone, telecopy and similar expenses,
deliveries, filing fees and all items paid for by AK on behalf of the City, incurred in connection
HOU:3041165.1
March 20,2012
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with the performance of any services hereunder. All of such expenses will be reasonable, and on
an issue-by-issue basis AK will agree to a maximum amount of $2,500 for such expenses
(exclusive of Attorney General fees, for which the City would be responsible).
The City acknowledges that it is aware that AK represents many other governmental
entities, companies and individuals. It is possible that during the time that we are representing
you, some of our present or future clients will have disputes or transactions with you. You agree
that we may continue to represent or may undertake in the future to represent existing or new
clients in any matter that is not substantially related to our work for you even if the interests of
such clients in those other matters are directly adverse. We agree, however, that your
prospective consent to conflicting representation contained in the preceding sentence shall not
apply in any instance where, as a result of our representation of you, we have obtained
proprietary or other confidential information of a nonpublic nature, that, if known to such other
client, could be used in any other such other matter by such client to your material disadvantage.
Nothing herein shall be construed as creating any personal liability on the part of any
officer of the City, and this agreement may be terminated by the City by giving 30 days' written
notice to AK.
If this proposed agreement for the services of AK as Bond Counsel is satisfactory, please
evidence your acceptance and approval by executing three copies in the space provided below.
Very truly yours,
Thomas Sage
AGREED and APPROVED:
CITY OF PORT ARTHUR, TEXAS
By:
Name:
Title:
Date:
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