96-06 R - Fee Agreement with Bond Council RESOLUTION NO . 96-06
LAW OFFICES
MCCALL, PARKHURST & HORTON L.L.P.
3100 ONE AMERICAN CENTER 717 NORTH HARWOOD 1225 ONE RIVERWALK PLACE
AUSTIN,TEXAS 78701-3248 NINTH FLOOR SAN ANTONIO,TEXAS 78205-3503
TELEPHONE: 512 478-3805 DALLAS,TEXAS 75201-6587 TELEPHONE: 210 225-2800
FACSIMILE: 512 472-0871 TELEPHONE: 214 220.2800 FACSIMILE: 210 225-2984
FACSIMILE: 214 754-9250
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January 29, 1996
Mr. Stephen Coffman
Mayor
Town of Prosper
Town Hall
109 Main Street
Prosper, Texas 75078
Re: Town of Prosper, Texas Combination Tax and Revenue Certificates of Obligation,
Series 1996
Dear Mayor Coffman:
This letter is submitted to state our fees and describe the legal services of the undersigned law firm
in performing the duties of bond counsel for the Town of Prosper, Texas with reference to the
issuance of its captioned Certificates of Obligation(the "Certificates") and the sale of the Certificates
to the Texas Water Development Board.
Generally,we will perform all usual and necessary legal services as bond counsel in connection with
the authorization, issuance and delivery of the Certificates. Specifically, we will prepare and direct
the legal proceedings and perform the other necessary legal services with reference to the
authorization, issuance and delivery of the Certificates, including the following:
(F- 1. Prepare all ordinances, resolutions, orders and other instruments pursuant to which the
Certificates will be authorized, issued, delivered and secured, in cooperation and upon consultation
with the Town Council, its financial advisors and other consultants of the Town.
2. Attend meetings of the Town Council with reference to the authorization and issuance of
the Certificatess to the extent required or requested.
3. Cooperate with the Town Council and all other interested parties in the sale of the
Certificates to the Texas Water Development Board.
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4. Supervise the execution of the Certificates, their approval by the Attorney General of
Texas and registration by the Comptroller of Public Accounts of Texas, and the delivery thereof to
the purchaser, the Texas Water Development Board.
5. When so delivered,give our approving opinion covering the validity of the Certificates and
the exemption of interest thereon from federal income taxes, it being understood that the approving
opinion will be fully acceptable nationally in regular commercial investment banking bond marketing
channels.
Our fee will be based upon the following scale:
Issue Size Fee
$250,000 or less $2,000
$250,000 or more, but not more than $500,000 3,000
$500,000 or more, but not more than$1,000,000 4,000
Greater than $1,000,000, $5,000 plus .001 times amount in excess of$1,000,000.
Our fees and expenses will be payable at the time of the delivery of and payment for such Certificates,
but our fees are wholly contingent upon actual delivery of such Certificates. Fees for litigation, and
any other special services not normally included in the legal services performed by bond counsel will
be negotiated between the Town and the undersigned.
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 such Certificates,
e.g. travel, photocopying, etc.
The foregoing legal services as bond counsel do not include any direct responsibility for the
"disclosure obligations" owed to the investing public under the federal securities laws and the various
state securities laws and this is to state that our engagement is not that broad. We will not be
responsible for the preparation of any Official Statement and will not assume any responsibility with
respect thereto nor undertake independently to verify any of the information therein, except that, in
our capacity as bond counsel, we will review various statements in any Official Statement to verify
that such statements conform to the provisions of the legal instruments and documents therein
described.
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If the arrangement proposed herein is satisfactory, please indicate acceptance hereof by signing the
acceptance clause below and returning two copies of this letter to the undersigned.
Respectfully submitted,
Mc Call, Parkhurst&Horton L.L.P.
By: c;
Dan S. Culver
ACCEPTED THIS THE 11, DAY OF FEBRUARY, 1996
TOWN OF PRO R
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