ORDER NO. 30324
LETTER OF ENGAGEMENT WITH McCALL, PARKHURST & HORTON,
LLP FOR KERR COUNTY WASTEWATER PROJECT
Came to be heard this the 11th day of June, 2007, with a motion made by
Commissioner Williams, seconded by Commissioner Baldwin/Letz. The Court
unanimously approved by vote of 4-0-0 to:
Approve the Letter of Engagement with McCall, Parkhurst & Horton, LLP, to
provide Bond Counsel services to Kerr County for Center Point/Eastern Kerr
County Wastewater Project.
30324
1.14
COMMISSIONERS' COURT AGENDA REQUEST
PLEASE FURNISH ONE ORIGINAL AND NINE COPIES OF THIS REQUEST
AND DOCUMENTS TO BE REVIEWED BY THE COURT.
MADE BY: Commissioner Williams OFFICE: Precinct 2
MEETING DATE: June 11, 2007 TIME PREFERRED:
SUBJECT: (Please be specific). Consider, discuss and take appropriate action to
Approve Letter of Engagement with McCall, Parkhurst & Horton, LLP to provide Bond
Counsel services to Kerr County for Center Point/Eastern KerrCounty Wastewater
Project.
EXECUTIVE SESSION REQUESTED:
NAME OF PERSON{S) ADDRESSING THE COURT: Commissioners Williams.
ESTIMATED LENGTH OF PRESENTATION:
IF PERSONNEL MATTER-NAME OF EMPLOYEE:
Time for submitting this request for Court to assure that the matter is posted in
accordance with Title 5, Chapter 551 and 552, Government Code, is as follows:
Meeting scheduled for Mondays: 5:00 P.M. previous Tuesday
THIS REQUEST RECEIVED BY:
THIS REQUEST RECEIVED ON:
All Agenda Requests will be screened by the County Judge's Office to determine if adequate
information has been prepared for the Court's formal consideration and action at time of Court
meetings. Your cooperation is appreciated and contributes toward your request being addressed
at the earliest opportunity. See Agenda Request Rule adopted by Commissioners Court.
Backup Statement for Agenda Item
In the rush to get all relevant documents for the Center Point/Eastern Ken County
Wastewater Project prepared and gathered for delivery to TWDB, it was discovered that
we did not approve an "Engagement Letter" for Bond Counsel at our last meeting of
Commissioners' Court. This, no doubt, will be requested by TWDB when the application
is reviewed for completeness.
Attached is copy of the Letter of Engagement for Thomas K. Spurgeon of
McCall, Parkhurst & Horton LLP. Also attached is an acknowledgement from TWDB
that our application was filed/received May 31, 2007.
Message
Bill Williams
From:	Tom Spurgeon [TSpurgeon ci Dmphlegal.comj
Sent:	Wednesday, May 30, 2007 1:03 PM
To:	'kerrco2@co.kerr.tx.us'
Cc:	'Henderson, Robert {RBC Dain)'
Subject:	Kerr County -Engagement Letter for Kerr County Sewer Project
Attachments: County Engagement Letter-1.pdf
Commissioner Williams:
Yage 1 of 1
As I believe you know, the TWDB requires the County to include a copy of engagement letters with certain
professionals (FA, Bond Counsel and engineer) involved in the projects being financed through the TWDB. With
that in mind, attached you will find a file containing an engagement letter we would propose to enter into with the
County to serve as Bond and Grant Counsel for the County's proposed sewer project. ! am not sure if the actions
previously taken by Commissioners Court were broad enough to authorize the execution of an engagement letter
with our firm. If that has occurred, and the terms of the letter are acceptable, I assume the County Judge would
sign several copies of the letter on behal# of the County. If not,1 would appredate your arranging for this letter to
be placed on the County's agenda for an upcoming meeting.
Please don't hesitate to call if you have any questions.
Cordially yours,
~^^ Thomas K. Spurgeon
McCall, Parkhurst 8 Horton L.L.P.
700 N. St. Mary's, Suite 1525
San Antonio, Texas 78205
Telephone: (210) 225 2800
Telecopy: (210) 225-2984
e-mail: tspurc~ean~a mPhlegal.cam
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LAW OFFICES
M-CALL, PARKHURST & NORTON L.L.P.
?17 NORTH HARWOOD
NINTH FLOOR
DALLAS. TEXAS 75201-6587
7ELEPHO NE: 214 754-9200
FACSIM IL E. 214 754-9250
7GD N. ST MARY'S STREET
7525 ONE RIVERWALK PLACE
SAN ANTONIO. TEXAS 78205-3503
TELEPHONE. 210 225-2800
FACSIM ILE. 210225-2986
fi000ONGRESSAVENUE
1800 ONE AMERICAN CENTER
AUSTIN. TEXAS 78701-3248
TELEPHONE 512 478-3805
FACSIMILE 512 b)2~0871
May 30, 2007
Kerr County, Texas
700 Main Street
Kerrville, Texas 78028
RE: AGREEMENT TO PROVIDE BOND AND GRANT COUNSEL SERVICES TO 'fHE KERR
COUNTY, TEXAS IN CONNECTION WITH OBTAINING A GRANT AND ISSUING BONDS
IN ACCORDANCE WITH THE TEXAS WATER DEVELOPMENT BOARD'S
ECONOMICALLY DISTRESSED AREAS PROGRAM FOR A SEWER PROJECT
"The Honorable County .Judge and County Commissioners:
"I~hank you for the opportunity to submit this letter which will outline our agreement to
provide services as Bond and Grant Counsel to the KERR COUNTY, TEXAS (the "County") and our
suggested fee schedule relating to the County's obtaining a grant and issuing revenue bonds
pursuant to the 'Texas Water Development Board's Economically Distressed Arel~sogram to fund
a sewer project in the County.
SERV[CES
We will perform all usual and necessary legal services as Bond and Grant Counsel.
Specifically, we will prepare and direct legal proceedings and perform other necessary legal
services with reference to the authorization, sale, and delivery of debt and obtaining a grant for the
Project, including the following:
Prepare all instruments for the County pursuant to which the grant will be obtained
and debt will be authorized, secured, sold, and delivered in consultation with the
County's staff, the Commissioners Court, the County's Financial Advisor, and other
officials and consultants of the County.
2. Submit all required instruments related to obtaining the grant and the issuance of
debt, and secure approval of, the Texas Water Development Board (the "TWDB") or
any other public or private purchaser of the debt, and to the Texas Natural Resources
Conservation Commission, as may he required by law.
Kerr County, Texas
May 30, 2110
Pcr~e 2
3. Attend meetings of the Commissioners Court and meetings with the County's stafit
to the extent required or requested.
4. Attend meetings with the TWDB, rating agencies or credit enhancers to the extent
requested or required.
5. Cooperate with the County and its consultants in the preparation of the "TWDB
Application, including review of the information therein describing the debt, the
security therefor, and the federal income tax status thereof.
6. Submit the debt instruments to the Attorney General of the State of Texas for
approval and obtaining the registration of the debt instruments by the Comptroller of
Public Accounts of the State of Texas, as may be required by law.
7. Supervise the printing, execution, and delivery of the debt instruments to the
purchasers.
8. When so delivered, render an opinion covering the validity of the debt instruments
under Texas law.
9. Provide follow-up advice concerning such subjects as the application of debt
proceeds, new developments in the law concerning debt issues, and changes in
industry practices.
10. Provide any and all additional services normally required in connection with
obtaining a grant and issuing debt for the Project through the TWDB's Economically
Distressed Areas Program.
COMPENSATION
L FEE SCI-IEDULE
The fees we would propose to charge for services as Bond and Grant Counsel for the
County and to assist the County with obtaining a grant from the TWDB would be $10,000 plus
$1.00 per $1,000 in principal amount of bonds issued by the County and grants provided by the
TWDB for the Project, plus reasonable expenses as described below.
If requested by the County, the firm would provide such additional legal services as maybe
necessary in satisfying the requirements of the TWDB in its application, project review and funding
process which would be generally considered to be outside the scope of normal Bond and Grant
Counsel services. Our fees for such additional services would be at the firm's normal hourly billing
rates of $275 per hour for partners and $ l 75 per hour for associates. In no event would we undertake
h'~rr C~~urzly, Texus
Mcty 30, ?0O?
Yu~re 3
to perform such additional services for which we would expect to charge separate hourly fees unless
we had discussed the matter with the County and had received prior written approval from the
County to undertake such services. At this time, we do not envision a need to charge for additional
legal services to accomplish the County's f nancing with the TWDB which we would consider to he
outside the scope or our normal Bond and Grant Counsel services.
II. FEES CONTINGENT UPON FUNDING BY TWDB
The proposed fee for legal services as Bond and Grant Counsel is contingent upon the
actual approval and funding of the Project by the TWDB, whether by grant or debt. If the TWDB
does not approve or fund the Project, there would be no charge to the County. Hourly fees for
additional services as requested by the County generally would not be contingent but would be
payable on terms acceptable to the County.
III. EXPENSES
We would also request to be reimbursed for reasonable out-of=pocket expenses related to
the issuance of debt and obtaining a grant, which we expect would not exceed $2,000. In addition,
state law requires the County to pay a nonrefundable examination fee to the Attorney General in
connection with the issuance of the debt (see Section I202.00~, Texas Government Code, as
amended) equal to 1/10th of 1% of the principal amount of debt issued, subject to a $750
minimum and $9,500 maximum fee. Shortly before we submit a transcript of proceedings to the
Attorney General, we will request that the County provide a check payable to the Attorney General
for the appropriate amount, but in the event that our firm pays such statutory tiling fee on the
County`s behalf; we will request to be reimbursed for such payment.
RECORDS
At your request, papers and property furnished by you will be returned promptly. All
complete and final drafts of agreements, documents, legal memoranda, correspondence, reports,
information and other data given to, prepared or assembled by us in furtherance of work performed
on behalf of the County, and any other related documents or items, shall become the sole property
of the County and shall be delivered to the County upon request without restriction on future use.
We may snake copies of any and all documents for our files, at our sole cost and expenses.
CONFLICTS
Our firm represents many political subdivisions and others, who do business with political
subdivisions. It is possible that during the time that we are representing the County, one or more
of our present or future clients will have transactions with the County. It is also possible that we
may be asked to represent, in an unrelated matter, one or more of the entities involved in other
matters with the County. We do not believe such representation, if it occurs, will adversely affect
Kc rr Cc~unty~, 1 excrs
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ACC`EPTANCF
If`the County finds all terms in this letter acceptable, please indicate your acceptance and
agreement of this engagement letter by signing on the line provided below.
Respectfully submitted,
MCCALL, PARKHURST & HORTON L.L.P.
i~~'~~! "'_-
By:
Thomas K. Spurgeon
ACCEPT ED AND AGRE;~D TO IN ALL TERMS
KERR COUNTY, TEXAS
P ' am ~: Pat I`inley
Title: County Jude
Date: _ b ~- Il-a00~