The purpose of this Mayor and Council Communication (M&C) is to authorize the engagement of bond counsel and disclosure counsel to provide specialized legal expertise in matters related to the issuance of bonds and other debt instruments in accordance with Chapter 2254 of the Texas Government Code. Bond Counsel McCall, Parkhurst & Horton L.L.P. and Kelly Hart & Hallman LLP have served the City as bond co-counsel since 1991 (M&Cs C-12784, C-15245, C-16321, C-19295, and C-26308).
Issuance of City debt instruments requires highly specialized legal services, including providing opinions that bonds and other debt are being issued in accordance with the Constitution and laws of the State of Texas, that the bonds constitute valid and legally binding obligations of the City, and that the interest on the bonds is exempt from federal income taxes under existing statutes, regulations, rulings and court decisions.
The two firms have performed satisfactorily and cooperatively throughout the term of their retention by the City. The City Attorney's Office has reviewed options for bond counsel services and recommends engagement of these firms based on demonstrated competence and qualifications. Given the two firms' subject matter expertise, familiarity with City operations, and successful past performance, the City Manager's Office recommends that the City Attorney continue to engage the two firms to serve as co-counsel for issues related to bonds and other debt instruments.
The proposed Agreement would have a three-year initial term with two, one-year renewal options. Fees in connection with bond issuance are based on a percentage of the dollar amount of debt being issued and would not be incurred unless bonds are actually sold. Payment for these services would come from the bond proceeds and would be approved on a case-by-case basis as part of the approval for each debt issuance. Disclosure Counsel West & Associates L.L.P. is based in North Texas and has served as disclosure counsel for Dallas Area Rapid Transit (DART), the Dallas Independent School District, and the City of Arlington. The City Attorney's Office has reviewed options for disclosure counsel services that meet the City's goals and concluded that this firm is a qualified provider of these services. The engagement as disclosure counsel will involve reviewing and conducting due diligence regarding offering statements and other disclosure documents and information as well as monitoring disclosure practice in the U.S. and Texas bond markets and advising the City of changes or trends in federal and state law, regulations, and practice. The proposed Agreement would have a three-year initial term with two, one-year renewal options. Payment for services would come from the proceeds of bonds or other debt instruments and would be approved on a case-by-case basis as part of the approval for each debt issuance. |
