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BOND COUNSEL SERVICES
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THIS Services Agreement ("Agreement") is entered into by and between the City
of Corpus Christi, a Texas home-rule municipal corporation ("City") and Norton Rose
Fulbright US LLP ("Bond Counsel"), effective upon execution by the City Manager or
the City Manager's designee ("City Manager").
WHEREAS, Bond Counsel has been selected to provide Bond Counsel Services in
response to Request for Qualifications No. 2078 ("RFQ"), which RFQ includes the
required scope of work and all specifications and which RFQ and the Contractor's
response are incorporated by reference in this Agreement as Exhibits 1 and 2,
respectively, as if each were fully set out here in its entirety.
NOW, THEREFORE, City and Bond Counsel agree as follows:
1. Scope. Bond Counsel will provide Bond Counsel Services ("Services") in
accordance with this Agreement and the attached Scope of Work, as shown in
Attachment A, the content of which is incorporated by reference 'into this
Agreement as if fully set out here in its entirety, and in accordance with Exhibit 2.
2. Non-bond related legal services. This Section applies to non-bond related legal
services. Each such service that Bond Counsel is requested to perform for City
hereunder shall be designated a Task Order. No Task Order shall be binding or
enforceable unless and until it has been properly executed by City Contract
Administrator, City Attorney, and Bond Counsel. Each properly executed Task
Order shall become a separate supplemental agreement to this Agreement. A
detailed Scope of Services and fee will be developed for each Task Order prior to.
execution of the services.
3. Term. This Agreement is for debt issued within five years, with performance
commencing upon the date of issuance of a notice to proceed from the Contract
Administrator or Contracts and Procurement Department. The parties may
mutually extend the term of this Agreement for up to five additional one-year
periods ("Option Period(s)"), provided, the parties do so in writing and priorto the.
expiration of the original term or the then-current Option Period. . The City's
extension authorization must be executed by the City Manager or designee.
(A) This Agreement shall be applicable to any Task Order issued hereunder from
the date of the notice to proceed until the work under the Task Order is complete.
Professional Service Agreement Page 1 of 9 :
SCANNED
(B) The times for performing services or providing deliverables will be stated in
each Task Order. If no times are so stated, Contractor shall perform services and
provide deliverables within a reasonable time.
4. Compensation and Payment.
The total value of this Agreement is not to exceed $800,000, subject to approved
extensions and changes. Payment will be made for Services completed and
accepted by the City within 30 days of acceptance, subject to receipt of an
acceptable invoice. All pricing must be in accordance with the attached Pricing
Schedule, as shown in Attachment B, the content of which is incorporated by
reference into this Agreement as if fully set out here in its entirety. Bond Counsel
has identified its standard expenses on the Attachment B. Bond Counsel must
obtain prior written approval of the City regarding payment for any expenses that
are not identified in the Attachment B.The Contractor shall undertake no activities
that will result in billing utilizing the Hourly Fee Schedule without the prior written
direction of the City's Director of Financial Services and the City Attorney.
5. Contract Administrator. The Contract Administrator and the City Attorney or
designees are responsible for approval of all phases of performance and
operations under this Agreement, including deductions for non-performance and
authorizations for payment. The City's Contract Administrator for this Agreement
is as follows:
Name: Alma Casas, Interim Director
Department: Financial Services
Phone: 361 .826.3610
Email: almac@cctexas.com
6. Insurance. Before performance can begin under this Agreement, the Bond
Counsel must deliver a certificate of insurance ("COI"), as proof of the required
insurance coverages, to the City's Risk Manager and the Contract Administrator.
Additionally, the COI must state that the City will be given at least 30 days'
advance written notice of cancellation, material change in coverage, or intent
not to renew any of the policies. The City must be named as an additional insured.
The City Attorney must be given copies of all insurance policies within 10 days of
the City Manager's written request. Insurance requirements are as stated in
Attachment D, the content of which is incorporated by reference into this
Agreement as if fully set out here in its entirety.
7. Acceptance. Any Services that are provided but not accepted by the City must
be corrected or re-worked immediately at no charge to the City. If immediate
correction or re-working at no charge cannot be made by the Bond Counsel, a
replacement service may be procured by the City on the open market and any
costs incurred, including additional costs over the item's price, must be paid by
the Bond Counsel within 30 days of receipt of City's invoice.
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8. Right of Review and Audit.
City, or its designees, has the right to audit, examine or inspect, at City's election,
all of the Bond Counsel's records relating to the performance of the Services under
this Agreement, during the term of this Agreement and the retention period herein.
The audit, examination or inspection may be performed by a City designee, which
may include its internal auditors or an outside representative engaged by City.
Bond Counsel agrees to retain its records for a minimum of four years following
termination or expiration of this Agreement. Bond Counsel shall continue to retain
all records during the pendency of any dispute related to this Agreement. The City
has the right to inspect and audit all books, records, and documents of the Firm
pertaining to this engagement at any reasonable time. If Bond Counsel is asked
to provide information to the City or its designees for auditing purposes, Bond
Counsel shall provide such information at no additional cost to the City.
(A) Records retained by Bond Counsel shall include any and all information,
materials and data of every kind and character generated as a result of the
Services under this Agreement.
(B) City agrees that it shall exercise its right to audit, examine or inspect Bond
Counsel's records only during City's regular business hours. Upon reasonable
notice, Bond Counsel agrees to allow City's designee access to all of Bond
Counsel's records, Bond Counsel's facilities and Bond Counsel's current or former
employees, deemed necessary by City or its designee, to perform such audit,
examination or inspection. Bond Counsel also agrees to provide adequate and
appropriate work space necessary to City or its designee to conduct such audit,
examination or inspection.
(C) Bond Counsel shall include this audit clause in any subcontractor, supplier or
vendor contract.
9. Non-Appropriation. The continuation of this Agreement after the close of any
fiscal year of the City,which fiscal year ends on September 30th annually, is subject
to appropriations and budget approval specifically covering this Agreement as
an expenditure in said budget, and it is within the sole discretion of the City's City
Council to determine whether or not to fund this Agreement. The City does not
represent that this budget item will be adopted, as said determination is within the
City Council's sole discretion when adopting each budget.
10. Independent Contractor. Contractor will perform the work required by this
Agreement as an independent contractor and will furnish such Services in its own
manner and method, and under no circumstances or conditions will any agent,
servant or employee of the Contractor be considered an employee of the City.
City may explain to Contractor the City's goals and objectives in regard to the
Professional Service Agreement Page 3 of 9
work performed by Contractor, but City shall not direct Contractor on how or in
what manner these goals and objectives are to be met.
11. Subcontractors. Contractor may use subcontractors for non-legal services in
connection with the work performed under this Agreement. When using
subcontractors, however, the Contractor must obtain prior written approval from
the Contract Administrator if the subcontractors were not named at the time of
the Contractor's response to the RFQ. In using subcontractors, the Contractor is
responsible for all their acts and omissions to the same extent as if the
subcontractor and its employees were employees of the Contractor. All
requirements set forth as part of this Agreement, including the necessity of
providing a COI in advance to the City, are applicable to all subcontractors and
their employees to the same extent as if the Contractor and its employees had
performed the work.
12. Amendments. This Agreement may be amended or modified only by written
change order signed by both parties.
13. Waiver. No waiver by either party of any breach of any term or condition of this
Agreement waives any subsequent breach of the same. NOTHING IN THIS
AGREEMENT SHALL BE CONSTRUED TO WAIVE CITY'S GOVERNMENTAL IMMUNITY
FROM LAWSUIT, WHICH IMMUNITY IS EXPRESSLY RETAINED THE EXTENT IT IS NOT
CLEARLY AND UNAMBIGUOUSLY WAIVED BY STATE LAW.
14. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA
taxes, unemployment taxes and all other related taxes. Upon request, the City
Manager shall be provided proof of payment of these taxes within 15 days of such
request.
15. Ownership of Documents. Contractor agrees that, upon payment, City shall
exclusively own any and all information in whatsoever form and character
produced and/or maintained in accordance with, pursuant to or as a result of this
Agreement. Contractor may make a copy for its files. Any reuse, without specific
written verification or adaptation by Contractor, shall by at City's sole risk and
without liability or legal exposure to Contractor.
16. Notice. Any notice required under this Agreement must be given by fax, hand
delivery, or certified mail, postage prepaid, and is deemed received on the day
faxed or hand-delivered or on the third day after postmark if sent by certified mail.
Notice must be sent as follows:
IF TO CITY:
City of Corpus Christi
Attn: Alma Casas
Title: Interim Director of Finance
Address: 1201 Leopard St, 4th Floor, Corpus Christi, TX 78401
Professional Service Agreement Page 4 of 9
Phone: 361 .826.3610
Fax: 361 .826.3647
IF TO BOND COUNSEL:
Norton Rose Fulbright
Attn: Clay Binford
Title: Partner
Address: 300 Convent Street, Suite 2100, San Antonio, TX 78205
Phone: 210.270.7102
Fax: 210.892.9494
18. INDEMNIFICATION. BOND COUNSEL SHALL FULLY INDEMNIFY, HOLD
HARMLESS AND DEFEND THE CITY OF CORPUS CHRISTI AND ITS OFFICERS,
EMPLOYEES AND AGENTS ("INDEMNITEES") FROM AND AGAINST ANY AND
ALL LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS, AND CAUSES OF ACTION OF
WHATEVER NATURE, CHARACTER, OR DESCRIPTION ON ACCOUNT OF
PERSONAL INJURIES, PROPERTY LOSS, OR DAMAGE, OR ANY OTHER KIND OF
INJURY, LOSS, OR DAMAGE, INCLUDING ALL EXPENSES OF LITIGATION,
COURT COSTS, ATTORNEYS' FEES AND EXPERT WITNESS FEES, WHICH ARISE
OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION WITH A BREACH OF
THIS AGREEMENT OR THE PERFORMANCE OF THIS AGREEMENT BY THE BOND
COUNSEL OR RESULTS FROM THE NEGLIGENT ACT, OMISSION, MISCONDUCT,
OR FAULT OF THE BOND COUNSEL OR ITS EMPLOYEES OR AGENTS. BOND
COUNSEL MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS AND
DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND
ALL ACTIONS BASED THEREON WITH COUNSEL SATISFACTORY TO THE CITY
ATTORNEY, AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS
AND EXPENSES OF ANY KIND ARISING OR RESULTING FROM ANY SAID
LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS, SUITS, OR ACTIONS. THE
INDEMNIFICATION OBLIGATIONS OF BOND COUNSEL UNDER THIS SECTION
SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS
AGREEMENT.
Bond Counsel shall defend Indemnitees, with counsel satisfactory to the
City Attorney, from and against any and all claims, damages, liabilities or
costs, including reasonable attorney fees and court costs, if the claim is
not based wholly or partly on the negligence of, fault of or breach of
contract by Indemnitee. If a claim is based wholly or partly on the
negligence of, fault of or breach of contract by Indemnitee, the
Contractor shall reimburse the City's reasonable attorney's fees in
proportion to the Bond Counsel's liability.
Professional Service Agreement Page 5 of 9
Bond Counsel must advise City in writing within 24 hours of any claim or
demand against City or Bond Counsel known to Bond Counsel related to
or arising out of Contractor's activities under this Agreement.
17. Termination.
(A) This contract is terminable by the City with or without cause. Upon termination
of this Agreement, Bond Counsel shall submit all completed and/or partially
completed work under this Agreement. Bond Counsel shall mark partially
completed work as "Draft" and does not guarantee the accuracy or reliability of
partially completed work submitted in accordance with this paragraph.
(B) Upon termination of this Agreement, Bond Counsel shall submit a statement
showing in detail the services performed under this Agreement prior to the
effective date of the termination. Absent any reason why the City may be
compelled to withhold fees, Bond Counsel will be compensated for its services
based upon a Time and Materials calculation or City's estimate of the portion of
the total services actually completed at the time of termination. There will be no
compensation for anticipated profits on services not completed. Upon receipt of
a written request by the City, the Firm shall immediately discontinue work under
the Agreement and transmit all files or written materials to the City. Thereafter, only
those legal services necessary to effectuate termination of representation or
transfer to another attorney may be performed. All such services must be expressly
authorized in advance and in writing by the City Attorney.
(C) Bond Counsel acknowledges that the City is a public entity and has a duty to
document the expenditure of public funds. Failure of Bond Counsel to comply
with the submittal of the statement and documents as required above shall
constitute a waiver by Bond Counsel of any and all rights or claims to payment for
services performed under this Agreement.
18. Assignment. No assignment of this Agreement by the Bond Counsel, or of any
right or interest contained herein, is effective unless the City Manager first gives
written consent to such assignment. The performance of this Agreement by the
Bond Counsel is of the essence of this Agreement, and the City Manager's right to
withhold consent to such assignment is within the sole discretion of the City
Manager on any ground whatsoever.
19. Standard of Care. Services provided by Bond Counsel under this Agreement shall
be performed with the professional skill and care ordinarily provided by
competent attorneys practicing under the same or similar circumstances and
professional license; and performed as expeditiously as is prudent.
Professional Service Agreement Page 6 of 9
20. Licensing. All work required by or relating to this Agreement or any Task Order shall
be completed by personnel with appropriate licensure, registration and/or
certification(s).
21. Confidential Matters and Proprietary Information. Bond Counsel recognizes that
during the course of contract performance, Bond Counsel may acquire
knowledge or confidential information. Bond Counsel agrees to keep all such
information confidential and in a secure place and further agrees not to publish,
communicate, divulge, use, or disclose, directly or indirectly, for his or her own
benefit or for the benefit of another, either during or after contract performance,
any such confidential information.
22. Conflicts of Interest. Counsel represents that Counsel has not identified any
potential conflicts of interest regarding Counsel's performance under this
Agreement. Counsel represents that Counsel will endeavor to avoid potential
conflicts of interest. If any potential conflicts are identified, Counsel must notify
the City Attorney immediately in writing for final resolution of the conflict.
23. In providing legal services, the Counsel and each attorney in the firm must full
comply with the Texas Disciplinary Rules of Professional Conduct. The Counsel shall
promptly notify the City Attorney in writing of any disciplinary action or
malpractice action is instituted against the Counsel or an attorney providing
services to the City under this Agreement.
24. No Third Party Beneficiaries. Nothing in this Agreement can be construed to create
rights in any entity other than City and Bond Counsel. Neither the City nor Bond
Counsel intends to create third party beneficiaries by entering into this Agrement.
25. Severability. Each provision of this Agreement is considered to be severable and,
if, for any reason, any provision or part of this Agreement is determined to be
invalid and contrary to applicable law, such invalidity shall not impair the
operation of nor affect those portions of this Agreement that are valid, but this
Agreement shall be construed and enforced in all respects as if the invalid or
unenforceable provision or part had been omitted.
26. Order of Precedence. In the event of any conflicts or inconsistencies between this
Agreement, its attachments, and exhibits, such conflicts and inconsistencies will
be resolved by reference to the documents in the following order of priority:
A. this Agreement (excluding attachments and exhibits);
B. its attachments;
C. the RFQ (Exhibit 1); then,
D. the Bond Counsel's response (Exhibit 2).
Professional Service Agreement Page 7 of 9
27. Certificate of Interested Parties. Bond Counsel agrees to comply with Texas
Government Code Section 2252.908, as it may be amended, and to complete
Form 1295 "Certificate of Interested Parties" as part of this Agreement.
28. Verification Regarding Israel. In accordance with Chapter 2270, Texas
Government Code, the City may not enter into a contract with a company for
goods or services unless the contract contains a written verification from the
company that it: (1) does not boycott Israel; and (2) will not boycott Israel during
the term of the contract. The signatory executing this Agreement on behalf of the
Bond Counsel verifies that the company does not boycott Israel and will not
boycott Israel during the term of this Agreement.
29. Governing Law. This Agreement is subject to all federal, State, and local laws, rules,
and regulations. The applicable law for any legal disputes arising out of this
Agreement is the law of the State of Texas, and such form and venue for such
disputes is the appropriate district, county, or justice court in and for Nueces
County, Texas.
30. Entire Agreement. This Agreement constitutes the entire agreement between the
parties concerning the subject matter of this Agreement and supersedes all prior
negotiations, arrangements, agreements and understandings, either oral or
written, between the parties.
(SIGNATURE PAGE FOLLOWS)
Professional Service Agreement Page 8 of 9
BOND COUNSEL
Signature: � i
Printed Name: Clay ord `.Ll _ All IHUKI«I
Title: Partner tyCIt 111 / t11
Date: May 22_, 9019 SECRETARY
CITY OF CORPUS CHRISTI
Signature: 6mu e_
Printed Name: Kim Baker
Title: Director of Contracts and Procurement
Date: tZ- cq /AI-TEST: ��i� 110�1/I(�
RE CCA HUERTA
CITY SECRETARY •
APPROVED AS TO LEGAL FORM:
Lt,
Assistant City Attorney Date
Attached and Incorporated by Reference:
Attachment A: Scope of Work
Attachment B: Pricing Schedule
Attachment C: Insurance Requirements
Incorporated by Reference Only:
Exhibit 1 : RFQ No. 2078
Exhibit 2: Bond Counsel's Response
Professional Service Agreement Page 9 of 9
Attachment A - Scope of Work
1.1. General Reauirements
The Contractor shall serve as Bond Counsel to the City of Corpus Christi and
affiliated entities in the administration and the sale of municipal bonds and
other financing vehicles. Debt issues may include bonds, certificates of
obligation, commercial paper, contractual obligations, notes and other
instruments, and all types authorized under State law.
1.2. Scope of Work
The scope of work shall include, but will not be limited to:
A. Provide advice and assistance on the legal requirements of various
municipal financing structures.
B. Review and approve official statements that are prepared by the City's
Financial Advisor and proper disclosures to prospective bidders and
bond purchasers. Provide advice, on a continuing basis as needed,
concerning tax issues, securities, and disclosure responsibilities of City with
respect to its debt issuances. Provide opinions of bond counsel regarding
whether Bond Counsel, to its knowledge, is aware of any facts or omission
of facts that would make the City's disclosure untrue or misleading.
Provide opinions on how best to disclose on EMMA and compliance with
SEC requirements.
C. Assist the City in preparing for bond elections, drafting bond propositions
(ballot), scheduling, related notices, ordinances, and all other required
documents for calling bond elections; including all required federal and
state submissions.
D. Represent the City in the preparation of any bond purchase contracts
and ensuring that all participants, including underwriters and investment
banking firms, whether retained by or contracting with the City, disclose
all conflicts of interest to and with the City and any other parties involved
in the bonds.
E. Make prospective legal recommendations on credit enhancement
options, legality and feasibility of synthetic and derivative products,
commercial paper and bond refundings and refinancings.
F. Assist the City in connection with legal services involving loans or grants
from local, state or federal agencies.
G. Attend meetings with City staff, City Council briefings, meetings, and
presentations, bid openings and bond sales, and other meetings, as
requested by the City Manager, City Attorney, or City Director of
Financial Services.
H. Prepare all necessary legal documents in connection with the
authorization issuance, sale and delivery of bonds, certificates, notes and
other debt instruments, including notices of intent to issue, agenda
notices, ordinances and resolutions authorizing issuance, bid documents,
closing certificates, paying agent/registrar agreements, escrow
agreements, trust indentures, and other documentation required by the
City, the Attorney General, the rating gencies, and insurance providers.
I. Render an opinion that the City's bonds are binding obligations of the
City and are validly issued under Texas law and that the interest on the
bonds is excludable from gross income tax under federal law.
J. Produce and provide a minimum of three copies of all bond transcripts
in digital format for City use.
K. Provide legal advice concerning the restrictions on the expenditure of
City bond funds.
L. Keep the City abreast of federal and state law and federal tax
developments which might be applicable to the City's financing
program or tax exempt status of City's proposed and outstanding bonds.
This may include assistance in the development of alternative financing
programs for potential capital projects, evaluating state and federal
legislation of the City, and other tasks as required.
M. Request and obtain approval of bond issues from the Texas Attorney
General and any other required authorities.
N. Review the bond proofs and supervise the execution and delivery of the
bonds or other debt instruments.
0. Assist in the preparation of a no-arbitrage certificate of the City in
connection with its debt issuances and any other required IRS filings.
P. Provide legal advice regarding proposed City investment and
compliance with Public Funds Investment Act.
Q. Provide all other services usually necessary and required of a full service
bond counsel, whether specifically outlined in the scope of services or
not.
1.3. Invoicing
Invoices for services rendered shall be sent to the Contract Administrator for
approval in advance of bond closing.
Attachment B - Schedule of Pricing
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cA l� CITY OF CORPUS CHRISTI
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° ti iu � Pricing Schedule
�� PURCHASING DIVISION
\,eba RFQ No. 2078
BOND COUNSEL SERVICES
PAGE 1 OF 2
DATE: March 6, 2019
Clay Binford 1. ' i
QUALIFIED RESPONDENT AITORIIE,IGNATURE
1. Refer to "Instructions to Qualified Respondents" and Con ract Terms and Conditions
before completing proposal.
2. Provide your best price for each item.
3. In submitting this proposal, Qualified Respondent certifies that:
a. the prices with this statement of qualifications have been arrived at independently,
without consultation, communication, or agreement with any other Respondent or
competitor, for the purpose of restricting competition with regard to prices;
b. Qualified Respondent is an Equal Opportunity Employer; and the Disclosure of Interest
information on file with City's purchasing office, pursuant to the Code of Ordinances,
is current and true.
c. Qualified Respondent has incorporated any changes issue through Addenda to the
RFQ in this pricing.
ITEM DESCRIPTION FEE /RATE
'1.0 General Obligation Bond See Attached
2.0 Utility System Revenue Bond
3.0 Aviation Related Revenue Bond
4.0 Convention Center Bonds
5.0 Sales Tax Bonds
6.0 Tax and/or Revenue Certificate of Obligation
7.0 Taxable Municipal Debt
8.0 Tax Increment/Special District Assessment
9.0 Lease purchase financings (certificate of
participation or contractual obligations
Allowance Items:
ITEM DESCRIPTION FEE/RATE
See Attached
10.0 Hourly Rate for Non Debt Related Legal Services
(Please list key positions below and include the hourly
rates for each)
11.0 Standard Expenses (Please list any other direct costs See Attached
below and their corresponding charges)
Proposed Fee Schedule
STANDARD FEE SCHEDULE
Our proposed fee schedule will remain consistent with our previously agreed fee
schedule, based upon the principal amount of any general debt obligation, including
certificates of obligation (an Obligation) as described below:
Fee*
Principal Amount of Obligations (per $1,000 denomination)
$0 - $10,000,000 $1.2500
$10,000,001-$25,000,000 $1.1250
$25,000,001 - $50,000,000 $0.8750
$50,000,001 - $100,000,000 $0.7500
$100,000,001 - $200,000,000 $0.6250
Over $200,000,000 $0.5000
* This scale will be increased by 20% for the issuance of any refunding Obligations and
any debt obligation secured by utility system revenue, sales tax revenue, hotel occupancy
tax revenue, airport revenue, marine revenue, or any other special revenue, subject to a
minimum fee of $15,000 for the issuance of any such Obligations.
* In addition, the City will authorize an amount of $5,000 to our Firm for additional federal
income tax expertise relating to Obligations issued as tax-exempt under federal law,
based upon our Firm's hourly billing rates.
* Variable Rate Obligations (without third-party liquidity) will be billed at our standard fee
scale, plus $25,000; remarketings of outstanding variable rate Obligations to new variable
rate term periods or fixed rate conversions will be billed at 50% of our standard fee
schedule (plus $5,000 for additional federal income tax expertise in the event that any
such remarketing or conversion results in a reissuance of Obligations under federal tax
law).
* To the extent that our Firm is responsible for preparing the offering documents relating
to the issuance or remarketing of any Obligations, an additional fee of $7,500 will be
charged.
* Special district debt (tax increment financing zones and public improvement districts)
are charged at a rate equal to 2% of the principal amount of the debt issued, with a
minimum fee of $50,000 and subject to a "to be agreed" upon cap determined based on
the scope and size of any subject financing.
* Lease-purchase obligation will be billed on an hourly basis, described below, subject to
a minimum charge of$15,000. Special election services will be billed on an hourly basis,
as described below.
* * *
HOURLY FEE SCHEDULE
This schedule relates to matters that are unrelated to or are not anticipated to result in
the issuance of a series of obligations or that relate to lease-purchase obligations or
special election services. We will charge a blended hourly rate for all attorneys of $395
and a blended hourly rate for all paralegals of $125.
Our Firm 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; contract review and negotiation; drafting letters and
other documents and travel, if needed.
With respect to fees and charges billed on an hourly basis, and unless an alternative fee
arrangement is agreed to at the time of authorization by the City Attorney and the City's
Director of Financial Services of a Matter subject to billing outside of the Scale, the Firm
will not immediately submit an invoice (nor will such amounts immediately become due
for payment); however, our Firm will provide to the City Attorney's office, on a quarterly
basis, a statement indicating the amount of accrued time for services rendered and at
such time unpaid. At the time of the City's next occurring issuance of a series of
Obligations, the City shall, with respect to those outstanding fees and charges having a
sufficient nexus to such series of Obligations to allow payment thereof as an authorized
use of the proceeds of those Obligation (such sufficient nexus to be determined by mutual
agreement of our Firm and the City Attorney), include a line item, in addition to the regular
Bond Counsel fee owed by application of the Scale attached hereto as Exhibit C to such
series of Obligations, for payment of those fees and charges. Our Firm will then, at such
time, separately bill the City for any remaining fees and charges, to be paid by the City
from other lawfully available funds.
As an accommodation to the City, and for the term of the Representation, our Firm will,
with respect to each novel financing (if any) of the type described in the engagement
letter, provide to the City a credit equal to $2,000 to be applied against these hourly
charges prior to their payment from lawfully available City funds (including the proceeds
of any series of Obligations).
STANDARD EXPENSES
NORTON ROSE FULBRIGHT US LLP
(San Antonio)
Expenses and Services Summary
EXPENSE/SERVICE CHARGE
Binding N/A
(Pricing varies in other office
locations)
Data Base Research
Lexis, Westlaw, Information America Costs allocated by the Firm
Deliveries
Overnight/Express Direct Cost
Outside Courier Direct Cost
In-House N/A
(Pricing varies in other office
Courthouse Messengers locations)
$40.00/Hour plus Transportation
(Pricing varies in other office
locations)
Texas Attorney General Debt Issuance Direct Cost
Review Fee
Document Scanning $.12 per page — Direct Cost
Duplicating
Photocopy $0.15 per page
Color photocopy $0.85 per page
Microfilm/Microfiche $0.50 per page
Videography (duplication) $5.00/tape plus $20.00/duplication
Electronic Mail (via Internet) No Charge
Library Research by Library Staff $130.00 per hour
Weekend & Late Evening Air Conditioning N/A
(Pricing varies in other office
locations)
Postage Direct Cost on any item or group of
items which cost $1.00 or more
Secretarial Overtime $28.00 per hour
(Pricing varies in other office
locations)
Facsimile (Outgoing) No charge
EXPENSE/SERVICE CHARGE
Telephone
Long Distance (Domestic) No charge
Long Distance (International) No charge
File Storage Retrieval N/A
(Pricing varies in other office
locations)
Transportation
Mileage (personal automobile) Applicable IRS allowable rate per mile
Lodging Direct Cost
Meals Direct Cost
Car Rental/Airline/Rail/Etc. Direct Cost
CD-ROM Research $30.00 - $50.00 per Search
(rate varies based on length of
search)
Graphic Arts $120.00-$150.00 per hour, plus direct
cost of supplies
Practice Support $60.00 - $215.00 per hour
E-Discovery Direct Cost
Firm hosting of on-site document review $5.00 per hour
performed by outside contract attorneys
Attachment C - Insurance Requirements
Insurance Requirements
I. CONTRACTOR'S LIABILITY INSURANCE
A. Contractor must not commence work under this contract until all insurance
required has been obtained and such insurance has been approved by the
City. Contractor must not allow any subcontractor, to commence work until
all similar insurance required of any subcontractor has been obtained.
B. Contractor must furnish to the City's Risk Manager and Director of Fiance
Department one (1) copy of Certificates of Insurance with applicable policy
endorsements showing the following minimum coverage by an insurance
company(s) acceptable to the City's Risk Manager. The City must be listed
as an additional insured on the General liability and Auto Liability policies
by endorsement, and a waiver of subrogation endorsement is required on
all applicable policies. Endorsements must be provided with Certificate of
Insurance. Project name and/or number must be listed in Description Box of
Certificate of Insurance.
TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE
30-day advance written notice of Bodily Injury and Property Damage
cancellation, non-renewal, material Per occurrence - aggregate
change or termination required on all
certificates and policies.
PROFESSIONAL LIABILITY $1,000,000.00 Each Claim
$1,000,000.00 Each Policy Year
Aggregate
C. In the event of accidents of any kind related to this contract, Contractor
must furnish the Risk Manager with copies of all reports of any accidents
within 10 days of the accident.
II. ADDITIONAL REQUIREMENTS
A. Applicable for paid employees, Contractor must obtain workers'
compensation coverage through a licensed insurance company. The
coverage must be written on a policy and endorsements approved by the
Texas Department of Insurance. The workers' compensation coverage
provided must be in statutory amounts according to the Texas Department
of Insurance, Division of Workers' Compensation. An All States Endorsement
shall be required if Contractor is not domiciled in the State of Texas.
B. Contractor shall obtain and maintain in full force and effect for the duration
of this Contract, and any extension hereof, at Contractor's sole expense,
insurance coverage written on an occurrence basis by companies
authorized and admitted to do business in the State of Texas and with an
A.M. Best's rating of no less than A- VII.
C. Contractor shall be required to submit renewal certificates of insurance
throughout the term of this contract and any extensions within 10 days of
the policy expiration dates. All notices under this Exhibit shall be given to
City at the following address:
City of Corpus Christi
Attn: Risk Manager
P.O. Box 9277
Corpus Christi, TX 78469-9277
D. Contractor agrees that, with respect to the above required insurance, all
insurance policies are to contain or be endorsed to contain the following
required provisions:
• List the City and its officers, officials, employees, and volunteers, as
additional insureds by endorsement with regard to operations,
completed operations, and activities of or on behalf of the named
insured performed under contract with the City, with the exception of
the workers' compensation policy;
• Provide for an endorsement that the "other insurance" clause shall not
apply to the City of Corpus Christi where the City is an additional insured
shown on the policy;
• Workers' compensation and employers' liability policies will provide a
waiver of subrogation in favor of the City; and
• Provide thirty (30) calendar days advance written notice directly to City
of any, cancellation, non-renewal, material change or termination in
coverage and not less than ten (10) calendar days advance written
notice for nonpayment of premium.
E. Within five (5) calendar days of a cancellation, non-renewal, material
change or termination of coverage, Contractor shall provide a
replacement Certificate of Insurance and applicable endorsements to City.
City shall have the option to suspend Contractor's performance should
there be a lapse in coverage at any time during this contract. Failure to
provide and to maintain the required insurance shall constitute a material
breach of this contract.
F. In addition to any other remedies the City may have upon Contractor's
failure to provide and maintain any insurance or policy endorsements to the
extent and within the time herein required, the City shall have the right to
order Contractor to stop work hereunder, and/or withhold any payment(s)
which become due to Contractor hereunder until Contractor demonstrates
compliance with the requirements hereof.
G. Nothing herein contained shall be construed as limiting in any way the
extent to which Contractor may be held responsible for payments of
damages to persons or property resulting from Contractor's or its
subcontractor's performance of the work covered under this contract.
H. It is agreed that Contractor's insurance shall be deemed primary and non-
contributory with respect to any insurance or self insurance carried by the
City of Corpus Christi for liability arising out of operations under this contract.
I. It is understood and agreed that the insurance required is in addition to and
separate from any other obligation contained in this contract.
2019 Insurance Requirements
Purchasing
Professional Bond Counsel Services
01/30/2019 sw Risk Management