HomeMy WebLinkAboutC2009-070 - 2/24/2009 - ApprovedFULBRIGHT Sc JAWORSKI L.L.P.
A REGISTERED LIMITED LIABILITY PARTNERSHIP
300 CONVENT STREET. SUITE 2200
SAN f\NTONIO. TEXAS 7 8205-3 7 9 2
WWW.FU LB RIGHT.COM
W KUHN@FU LB RIG HT.COM
DIRECT DIAL: (210) 270-7131
TELEPHONE: X210) 224-5675
FACSIMILE: (210) 270-7205
February 24, 2009
Honorable Henry Garrett
Mayor
City of Corpus Christi
1201 Leopard Street
Corpus Christi, Texas 78401
1ZE: ENGAGEMENT TO PROVIDE BOND COUNSEL SERVICES TO THE CITY OF
CORPUS CHRISTI, TEXAS
Dear Mayor Garrett:
Our Firm is pleased to offer to represent the City of Corpus Christi, Texas (the "City's in
connection with rendering bond counsel services to the City, including, but not limited to, the
issuance of any debt instrument or certain other obligations (the "Obligations ") issued by the
City or any non-profit corporation created by the City (the "Matter'. It is our understanding
that this engagement is for a five year initial term, with an option to extend this term to be
exercised at the sole discretion of the City. The purpose of this letter is to set forth our
agreement with respect to the terms of our engagement.
As special legal counsel for the City, we will represent your interests in regard to the
Matter. Although we will endeavor to achieve a result in the Matter that is satisfactory to you, it
is understood that we make no promises or guarantees to you concerning the outcome of any
particular transaction and cannot do so. Our representation of the City will involve providing
general legal advice, drafting all appropriate legal documents, reviewing and approving any
disclosure documents relating to the sale of the Obligations (in consultation with the City staff
and the City's financial advisors), and, to the extent necessary, obtaining the approval of the
Texas Attorney General for the issuance of the Obligations. Assuming that the City can make
certain representations, we will render our Firm's bond counsel opinion concerning the validity
and enforceability of the Obligations and, to the extent necessary, the exemption of interest for
federal income tax purposes to the holders of the Obligations. This bond counsel opinion will be
relied upon by the proposed purchasers of the Obligations.
Cooperation. To enable us effectively to perform the services contemplated, it is
essential that you disclose fully and accurately all material facts and keep us apprised of all
developments relating to the Matter. You have agreed to cooperate fully with us and to make
2009-070
M2009-054
02/24/09
Fulbright & Jaworslci
Mayor Henry Garrett
February 24, 2009
Page 2
your representatives available to attend meetings, conferences, hearings, and other proceedings.
As necessary, we will need to work closely with the City staff to finalize the Matter.
In connection with the issuance of Obligations, our fee will be based upon the scale
attached hereto as Exhibit A and incorporated by reference for all purposes, plus reimbursement
for reasonable expenses as described below. Our fees and expenses are payable out of proceeds
from the sale of the Obligation, and are contingent upon the sale of the Obligations. There will
be no additional fees for time spent and resources allocated to respond to post-compliance
issuance questions asked by the representatives of the City concerning these Obligations.
For any work outside of the scope of our Firm's bond counsel services or to the extent the
complexity of the Matter dictates otherwise (which could result in lower hourly rates), our fees
are based on the time spent by the attorneys and the paralegal personnel who work on the Matter.
This negotiation may also include professional services related to the calling and conducting any
elections. We will not commence any such work without the prior approval of an authorized
representative of the City. We will charge for all time spent in representing your interests,
including, by way of illustration, telephone and office conferences with you and your
representatives, opposing counsel, and others; conferences among our attorneys and paralegal
personnel; factual investigation if needed; legal research; responding to your requests for us to
provide information to you or your auditors; drafting letters and other documents and travel if
needed.
Generally, our hourly billing rates for domestic offices range from $390 to $875 for
partners; from $310 to $485 for senior associates; from $350 to $580 for senior counsel; from
$175 to $525 for counsel; from $185 to $350 for associates; from $150 to $350 for patent agents;
from $390 to $900 for of counsel; from $90 to $250 for paralegals; and from $155 to $255 for
senior paralegals. My time is billed at $560 an hour. Other lawyers and paralegals may be
assigned as necessary to achieve proper staffing. Work performed by paralegals will be charged
at rates ranging from $140 to $215 an hour. Billing rates for both attorneys and paralegal
personnel are reviewed annually and generally are revised at the beginning of each year to reflect
an attorney's and paralegal's increased experience level. However, we will not charge the City
for our time and resources spent performing research necessary to respond to questions or issues
related to Obligations issued prior to execution of this engagement agreement. Additionally,
there will be no fee for our time and resources spent in response to questions or issues which
require less than five (5) hours of time per individual Matter.
E~x enses. In addition to our fees for rendering professional services, our statement will
include other charges for expenses and services incurred incident to the performance of our legal
services, such as photocopying, delivery charges, travel expenses, long-distance telephone calls,
facsimile transmissions, Texas Attorney General's filing fee, overtime for secretaries and other
nonlegal staff, specialized computer applications such as computerized legal research and filing
fees. A copy of Fulbright & Jaworski L.L.P.'s current recharge schedule, which is subject to
change from time to time, is attached as Exhibit B. We will provide you with at least thirty (30)
80467497.4
Mayor Henry Garrett
February 24, 2009
Page 3
days' advance written notice of any change in Exhibit B expenses or with respect to our Firm's
hourly billing rates.
It is not our policy to make any profit on any of these other expenses and services. Our
invoices will reflect the cost to us of the products and services. In some situations, the actual
cost of providing the product or service is difficult to establish, in which case we will use our
professional judgment on the charges to be made. In some situations, we can arrange for
ancillary services to be provided by third parties with direct billing to the City.
Bi11inQ Cvcle. Our billing rates are based on the assumption of prompt payment.
Consequently, fees for our legal services to the City that are based upon hourly rates will be
billed monthly and are payable within 30 days of receipt. Billings for the issuance of debt by the
City will be billed upon the issuance of the Obligations.
Conflicts. If a controversy arises between you and any other client of our Firm, we, after
taking into account the rules of professional ethics applicable to us, may decline to represent
either you or such other client or both you and such other client.
Representation of Others; Waiver of Conflicts of Interests. You understand that we
represent many investment banking firms, commercial banks, and other parties to public finance
transactions from time to time in connection with other issues, including the City's financial
advisors and potential underwriters for your securities, and you do not object to our continued
representation (in connection with other issues) of any such firm with respect to which you
choose to do business in connection with issuance of the Obligations, since doing so is how we
are able to gain the experience we need to complete the Matter in an effective and efficient
manner. If a controversy arises between you and any other client of our Firm, we, after taking
into account the rules of professional ethics applicable to us, may decline to represent either you
or such other client or both you and such other client.
Termination or Withdrawal. Our representation may be terminated prior to the
conclusion of the Matter by either of us by written 30 days prior notice to the other party. We
reserve the right to withdraw from our representation if, among other things, you fail to honor the
terms of this engagement letter or fail to cooperate or follow our advice on a material matter, or
if any fact or circumstance would, in our view, render our continuing representation unlawful,
unethical or ineffective. No such termination or withdrawal, however, will relieve you of the
obligation to pay the legal fees owed us for services performed and other charges owing to us to
the date of termination or withdrawal.
Client Documents. We will maintain all documents you furnish us in our client files for
the Matter. At the conclusion of the Matter (or earlier if appropriate), it is your obligation to
advise us as to which, if any, of the documents in our files you wish us to return to you. We may
keep copies thereof to the extent we believe advisable for our records. We will retain any
remaining documents in our files for a certain period of time and ultimately destroy them in
accordance with our Firms' record retention program schedule then in effect.
80467497.4
Mayor Henry Garrett
February 24, 2009
Page 4
Standazds of Professionalism and Attomey Complaint Information. Pursuant to rules
promulgated by the Texas Supreme Court and the State Bar of Texas, we are to advise clients
that the State Bar of Texas investigates and prosecutes complaints of professional misconduct
against attorneys licensed in Texas. A brochure entitled Attorney Complaint Information is
available at all of our Texas offices and is likewise available upon request. A client that has any
questions about State Bar's disciplinary process should call the Office of the General Counsel of
the State Bar of Texas at 1-800-932-1900 toll free.
Conclusion. This engagement letter constitutes the entire terms of the engagement of
Fulbright &Jaworski L.L.P. in the representation of the City relating to the Matter. These written
terms of engagement are not subject to any oral agreements or understandings, and they can be
modified only by further written agreement signed both by the authorized representative of the
City and Fulbright &Jaworski L.L.P., as appropriate. Unless expressly stated in these terms of
engagement, no obligation or undertaking shall be implied on the part of either the City or
Fulbright &Jaworski L.L.P.
If the foregoing correctly reflects the terms and conditions of our representation of the
City, please so indicate by executing the enclosed copy of this letter in the space provided below
and return it to us.
Please do not hesitate to telephone us if you have any questions. We are pleased to have
this opportunity to be of service to the City, and we look forward to working with you, the City
Council and the City staff.
Very truly yours,
W. ey uhn
Fulbright &Jaworski L.L.P.
WJK/jcq
Attachment
Accepted and agreed to effective
the ~`~ day of February, 2009.
CITY OF CORPUS CHRISTI, TEXAS
i
By: ~s~~/~ ~
Name: rAn el R. Escobaz
Title: City Manager
4TTEST. .1..•~-xs~ay~
80467497.4 ARMiANDO CHAPA
CITY SECREfM"
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SECRPTARY ~b
EXHIBIT A
Fee Schedule*
Principal Amount of Obligations
(per $1,000 denomination)
$0 - $10,000,000
$10,000,001-$25,000,000
$25,000,001 - $50,000,000
$50,000,001 - $100,000,000
$100,000,001 - $200,000,000
Over $200,000,000
Obligations*
$1.2500
$1.1250
$0.8750
$0.7500
$0.6250
$0.5000
*This scale will be increased by 35% for the issuance of any refunding obligations and
provides for a minimum fee of $15,000 for the issuance of any Obligations.
*In addition, the City will authorize an amount not to exceed $5,000 to our Firm for
additional federal income tax expertise relating to the Obligations, based upon our Firm's hourly
billing rates.
*To the extent that our Firm is responsible for preparing the offering documents relating
to the issuance of any Obligations, an additional fee of $7,500 will be charged.
*This fee scale is not applicable if the Obligations are issued in a variable rate mode, are
further secured with a liquidity facility, and/or involve the utilization of any derivative products,
are issued by anon-profit corporation created by the City, or are issued in connection with an
economic development financing, including a TIRZ or other similar financing.
*This fee schedule is applicable to the following types of Obligations: general obligation
bonds, certificates of obligation, tax notes, revenue bonds, and other similar indebtedness.
80467497.4
EXHIBIT B
FULBRIGHT & JAWORSICI L.L.P.
(San Antonio)
Expenses and Services Summary**
VICE CHARGE
Binding
Data Base Research
Lexis, Westlaw, Information America
Deliveries
Overnight/Express
Outside Courier
In-House
Courthouse Messengers
Document Scanning
Duplicating
Photocopy
Color photocopy
Microfilrn/Microfiche
Videography (duplication)
Electronic Mail (via Internet)
Library Research by Library Staff
Weekend & Late Evening Air Conditioning
Postage
Secretarial Overtime
Facsimile (Outgoing)
N/A
(Pricing varies in other office locations)
Costs allocated by the Firm
Direct Cost
Direct Cost
N/A
(Pricing varies in other office locations)
$40.00/Hour plus Transportation
(Pricing varies in other office locations)
$.12 per page -Direct Cost
$0.15 per page
$0.85 per page
$0.50 per page
$5.00/tape plus $20.00/duplication
No Charge
$130.00 per hour
N/A
(Pricing varies in other office locations)
Direct Cost on any item or group of items which
cost $1.00 or more
$28.00 per hour
(Pricing varies in other office locations)
$0.80 per page plus applicable LD charges
50467497.4
EXPENSE/SERVICE CHARGE
Telephone
Long Distance (Domestic)
Long Distance (International)
$0.30 per minute
80% of direct dial rate
File Storage Retrieval
Transportation
Mileage (personal automobile)
Lodging
Meals
Car Rental/Airline/Rail/Etc.
CD-ROM Research
Graphic Arts
Practice Support
E-Discovery
Firm hosting of on-site document review
performed by outside contract attorneys
N/A
(Pricing varies in other office locations)
Applicable IRS allowable rate per mile
Direct Cost
Direct Cost
Direct Cost
$30.00 - $50.00 per Search
(rate varies based on length of search)
$120.00 - $150.00 per hour, plus direct cost of
supplies
$60.00 - $215.00 per hour
Direct Cost
$5.00 per hour
** These fees are capped at $1,500.00 per individual Matter.
80467497.4