Res 079-85 6/18/1985CERTIFICATE FOR RESOLUTION
THE STATE OF TEXAS
COUNTY OF WICHITA
CITY OF WICHITA FALLS
We, the undersigned officers of said City, hereby
certify as follows:
1. The City Council of said City convened in REGULAR
MEETING ON THE 18TH DAY OF JUNE, 1985 , at the City Hall, and
the roll was called of the duly constituted officers and
members of said City Council, to-wit:
Gary Cook, Mayor Thomas Swift
Charles Thomas Charles Harper
Craig A. Wilson Bill Palmer
James Welburn Wilma J. Thomas, City Clerk
and all of said per ons were present, except the following
absentees: _ thus con-
stituting a quorum. Whereupon, among other business, the
following was transacted at said Meeting: a written
RESOLUTION
AUTHORIZING CONTRACT WITH MC CALL, PARKHURST & HORTON
TO SERVE THE CITY AS BOND COUNSEL
was duly introduced for the consideration of said City
Council and read in full. It was then duly moved and
seconded that said Resolution be adopted; and, after due
discussion, said motion carrying with it the adoption of
said Resolution, prevailed and carried by the following
vote:
AYES : All members of said City Council shown
present above voted "Aye" .
NOES: None.
2 . That a true, full and correct copy of the aforesaid
Resolution adopted at the Meeting described in the above and
foregoing paragraph is attached to and follows this Certifi-
cate; that said Resolution has been duly recorded in said
Board of Aldermen' s minutes of said Meeting; that the above
and foregoing paragraph is a true, full and correct excerpt
from said Board of Aldermen' s minutes of said Meeting
pertaining to the adoption of said Resolution; that the
persons named in the above and foregoing paragraph are the
duly chosen, qualified and acting officers and members of
said City Council as indicated therein; that each of
the officers and members of said City Council was duly
and sufficiently notified officially and personally, in
advance, of the time, place and purpose of the aforesaid
Meeting, and that said Resolution would be introduced and
considered for adoption at said Meeting, and each of said
officers and members consented, in advance, to the holding
of said Meeting for such purpose, and that said Meeting was
open to the public and public notice of the time, place and
purpose of said meeting was given, all as required by
Vernon' s Ann. Civ. St. Article 6252-17.
3 . That the Mayor of said City has approved and hereby
approves the aforesaid Resolution; that the Mayor and the
City Clerk of said City have duly signed said Resolution;
and that the Mayor and the City Clerk of said City hereby
declare that their signing of this Certificate shall
constitute the signing of the attached and following copy of
said Resolution for all purposes.
SIGNED AND SEALED the JJday of June 985 .
City Clerk ' r
SEAL)
RESOLUTION OG l
AUTHORIZING CONTRACT WITH McCALL, PARKHURST & HORTON
TO SERVE THE CITY AS BOND COUNSEL
WHEREAS, it is deemed advisable by the City Council
that a Contract be entered into with McCall, Parkhurst &
Horton to serve the City as Bond Counsel;
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF WICHITA FALLS, TEXAS:
1. That the Mayor is hereby authorized to enter into a
Contract with McCall, Parkhurst & Horton, 900 Diamond
Shamrock Tower, 717 N. Harwood Street, Dallas, Texas 75201
to serve the City as Bond Counsel.
2. That the Contract shall be substantially in the
form attached hereto as Exhibit A.
LAW OFFICES
MCCALL, PARKHURST & HORTON
HOBBY H.MCCALL 900 DIAMOND SHAMROCK TOWER JOHN D.MCCALLPAULB.HORTON
114122.19621PETERM.TART
DALLAS, TEXAS 75201-6587RICHARDC.PORTER MILLARD PARKHURST
ANGELO P.PARKER 11906-19)]1
G.CHARLES KOBDISH AREA CODE 214 744-9301 CLARENCE E.CROWE
THOMAS L.POSCHARSKY• TELECOPIEK: 214 760-7019 11003-19621
KENNETH E.ILTZ
JOHN W.RUBOTTOM
JEFFREY A.LEUSCHEL
THOMAS K.SPURGEON
L.E.BRIZZOLARA.III
KENNETH P.ARTIN
EXHIBIT "A"
LICENSED IN NEW YORK ONLY
June 18, 1985
City Council
City of Wichita Falls, Texas
RE: CITY OF WICHITA FALLS GENERAL OBLIGATION BONDS
Dear Mayor and Members of the Council:
We would be pleased to act as Bond Counsel in connection with
the issuance of the City' s General Obligation Bonds.
The purpose of this letter is to set out in writing the scope
of our proposed duties as Bond Counsel and our proposed fees in
connection with each issuance of Bonds, and to outline our
responsibilities in connection with any such engagement.
As Bond Counsel we would perform a specialized legal service.
The tasks which this firm would undertake would be those necessary
to rendering an opinion to the effect that each issue or series of
Bonds have been authorized, issued and delivered in accordance with
the Constitution and laws of the State of Texas, constitute valid
and legally binding general obligations of the City, and that the
interest on said Bonds is exempt from federal income taxes under
existing statutes, regulations, published rulings and court
decisions. In particular, we would prepare and direct the legal
proceedings and perform the other necessary legal services with
reference to the authorization, issuance and delivery of such
Bonds, including the following:
1. Prepare all resolutions and ordinances and other
instruments which will comprise the transcript of legal
proceedings pertaining to the authorization and issuance
of the Bonds, including any election proceedings required
in connection with the Bonds.
City Council
June 18, 1985
Page 2
2. With reference to the authorization and issuance of the
Bonds, attend meetings of the Council to the extent
required, and cooperate with the officers, staff and
Financial Advisors of the City in all respects concerningtheBonds.
3. Attend information meetings with prospective Bond
purchasers and meetings with bond rating agencies to the
extent required.
4. Assist the City' s Financial Advisor and Underwriters in
structuring the bond issue to comply with the federal
income tax laws and regulations, including those relatingtotherefundingofbonds, if applicable.
5. Submit the transcript of legal proceedings pertaining to
the authorization and issuance of the Bonds to the Texas
Attorney General for approval.
6. Supervise the printing of the Bonds and the deliverythereoftothepurchaser.
7. When the Bonds are delivered, give our approving opinion
covering the validity of the Bonds and the exemption of
the interest thereon from federal income taxes, it being
understood that such approving opinion will be fully
acceptable nationally in regular commercial investment
banking bond marketing channels.
The fee covering the legal services of this firm as Bond
Counsel for a new money issue of Bonds would be based on the
following schedule:
For an issue up to $ 250,000 2, 000
For an issue above $ 250, 000
and up to $ 500, 000 3, 000
For an issue above $ 500, 000
and up to $ 750, 000 4, 000
For an issue above $ 750, 000
and up to $1 ,000, 000 5, 000
For an issue above $1, 000,000 5, 000
plus $1. 00 per $1 , 000 for each $1, 000
over $1, 000,000
City Council
June 18, 1985
Page 3
The fee covering the legal services -of this firm as Bond CounselforanissueofrefundingBondsorrefundingandnewmoneyBondswouldbebasedonthefollowingschedule:
For an issue up to $15, 000,000 25,000
For an issue above $15, 000,000 25,000
plus $2. 50 per $1,000 for each
1,000 over $15,000,000
Also, we would expect to be reimbursed for our actual out-of-
pocket expenses reasonably and necessarily incurred in connection
with the authorization, issuance and delivery of the Bonds.
Our fees and expenses would be payable at the time of delivery
of and payment of each series or issue of Bonds and would come from
the proceeds from the sale of the Bonds. Our fees will be wholly
contingent upon actual delivery of the Bonds.
The foregoing legal services as Bond Counsel do not include ',
any direct responsibility for any kind of litigation. However, if
during the issuance of Bonds any litigation should develop regard-ing the issuance of the Bonds or the provisions made for their
payment or security, we will consult, advise and cooperate with the
Council and its attorneys concerning any such litigation.
Our services as Bond Counsel do not include any responsibilityforinvestigatingthefinancialconditionandaffairsoftheCity,that being the responsibility of the City' s Financial Advisor and
Underwriters. Our approving legal opinion, which may be printed on
the Bonds, will contain a paragraph substantially to the effect
that we have acted as Bond Counsel for the City for the sole
purpose of rendering an opinion with respect to the legality and
validity of the Bonds under the Constitution and laws of the State
of Texas, and with respect to the exemption of the interest on the
Bonds from federal income taxes, and for no other reason or
purpose. The paragraph will also disclose that we have not been
requested to investigate or verify, and have not independentlyinvestigatedorverifiedanyrecords, data or other material
relating to the financial condition or capabilities of the City,and have not assumed any responsibility with respect thereto.
C \
City Council
June 18, 1985
Page 4
If the arrangement proposed herein is satisfactory, it is
requested that your understanding of the above be evidenced by the
signature of an authorized representative of the City on two copies
of this letter in the place provided. Please return one copy ofthisletterforourfiles.
Sincerely yours,
MC CALL, PARKHURST & HORTON
By
Accepted this day of June, 1985.
CITY OF WICHITA FALLS, TEXAS
By: