R2018-053 2018-03-26 RESOLUTION NO. R2018-53
A Resolution of the City Council of the City of Pearland,Texas, authorizing the
City Manager or his designee to enter into a Bond Counsel Services
Agreement with Orrick, Herrington & Sutcliffe LLP, for the period beginning
March 27, 2018 through May 23, 2024.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS:
Section 1. That certain contract by and between the City of Pearland and Orrick,
Herrington &Sutcliffe LLP, a copy of which is attached hereto as Exhibit"A" and made a part hereof
for all purposes, is hereby authorized and approved.
Section 2. That the City Manager or his designee is hereby authorized to execute, and
the City Secretary to attest a contract with Orrick, Herrington & Sutcliffe LLP,
PASSED, APPROVED and ADOPTED this the 26th day of March, A.D., 2018.
lirn 'l
TOM REID
MAYOR
ATTEST:
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Y G LO I fI� =�` __
SEC TARY /\
APPROVED AS TO FORM:
DARRIN M. COKER
CITY ATTORNEY
C
orrick
March 26, 2018
Orrick,Herrington&Sutcliffe LLP
Honorable Mayor and City Council Members 609 Main Street
City of Pearland, Texas 40th Floor
Houston,TX 77002-3106
3519 Liberty Dr. +1 713 658 6400
Pearland, Texas 77581 orrick.com
Re: Bond Counsel Services
Dear Mayor and City Council Members:
We are pleased to submit to you a proposed agreement for Orrick Herrington & Sutcliffe
LLP("Orrick")to serve as Bond Counsel with respect to certificates of obligation,bonds and other
debt obligations that the City of Pearland, Texas (the "City") intends to issue. (Such bonds, notes
and obligations are collectively referred to in this letter as the "Obligations"). When approved by
you,this letter will become effective and will evidence an agreement between the City and Orrick.
As Bond Counsel,Orrick would prepare all required legal proceedings and would perform
certain other necessary legal work in connection with the City's authorization,issuance and sale of
each series of the Obligations. Our services as Bond Counsel would include the following basic
services(the "Basic Services"),which we would carry out directly or in concert with officials and
staff of the City:
(1) Assistance, in consultation with City officials and staff and the City's financial advisor,in
the evaluation of legal matters related to financing innovations and opportunities that may arise
from time to time;
(2) Consultation with City officials and staff to review information to be included in the
offering documents for each series of Obligations, but only to the extent that such information
describes such series, the security therefor,their federal income tax status and our opinion;
(3) Preparation of the ordinances or resolutions authorizing issuance of each series of the
Obligations and all other instruments which comprise the transcript of legal proceedings pertaining
to the authorization, issuance and sale of each such series;
(4) Attendance at meetings,to the extent required or requested by the City's executive staff or
the City's financial advisor,to discuss the sizing,timing or sale of each series of the Obligations;
4134-9901-5442.1
(5) Preparation and submission of transcripts of legal proceedings pertaining to the issuance
of each series of the Obligations to the Attorney General to obtain an approving opinion;
(6) Prior to and in connection with the closing of each series of the Obligations, advise
appropriate officials of the City as to compliance with the arbitrage requirements of the Internal
Revenue Code of 1986 as they affect the Obligations, including yield restrictions and rebate
requirements;
(7) At closing, render a legal opinion to the effect that the Obligations have been duly
authorized in accordance with the Constitution and laws of the State,that the Obligations constitute
valid and legally binding obligations of the City secured by the revenues or funds pledged to their
payment in the ordinance authorizing the issuance of the Obligations (subject to the exercise of
judicial discretion in accordance with general principles of equity, and to the valid exercise of the
sovereign powers of the State and the constitutional powers of the United States of America, and
to bankruptcy, insolvency, reorganization, moratorium and other similar laws in effect from time
to time relating to or affecting creditors'rights),and(ii)that, subject to certain restrictions,interest
on Obligations (issued as tax-exempt obligations) is excludable from the gross income of the
owners thereof for federal income tax purposes under then existing law; provided that, after the
closing, we do not undertake (unless specifically engaged by the City to do so as an additional
service)to provide continuing advice concerning any actions necessary to assure that interest paid
on the Obligations will continue to be excludable from gross income for federal income tax
purposes;
(8) Attendance at the sale, signing, closing and all other meetings and conferences as deemed
necessary by the City;
(9) Preparation of Federal Income Tax Form 8038-G; and
(10) Any other service necessary to the planning, authorization, issuance, sale and delivery of
the Obligations, as may be appropriate.
In addition to the foregoing Basic Services, as Bond Counsel, Orrick is prepared to
undertake the following additional services(the"Additional Services"), as directed by the City:
(1) Preparation of necessary ordinances, resolutions, notices, submissions and other legal
documents necessary to call and conduct an election to authorize the issuance of Obligations, if
necessary;
(2) Disclosure work or similar services(other than the limited review of certain sections of the
offering documents for the Obligations as described in paragraph (2) under bond counsel Basic
4134-9901-5442.1
Services above)to assist the City in the preparation of such offering documents,on such basis and
to such extent as directed by the City;
(3) In the case of a series of Obligations, or a portion thereof, that is issued to refund prior
bonds or other obligations of the City, advise the City as to federal income tax and other issues
unique to refunding transactions;
(4) In the case of a series of Obligations or a portion thereof,that is issued, sold and delivered
to the Texas Water Development Board ("'TWDB"), the preparation and assistance in the
preparation of materials related to application to the TWDB for various funding mechanisms
provided by and available from the TWDB and, if applicable, negotiation and consultation with
the TWDB regarding the structure and terms for a series of Obligations to be purchased by the
TWDB;
(5) Attendance at rating agency presentations, investor meetings or other presentations
relating to the marketing of the Obligations and consultation with City officials, staff and advisors
and the City's financial advisor to develop such presentations;
(6) Preparation of the "Blue Sky" surveys or securities registration services;
(7) Any other special services not ordinarily required in connection with the issuance of
obligations of the nature of the Obligations,including services rendered in connection with special
federal income tax issues, unusual issues arising in connection with the City's financial reports or
audits, any documentation or related services for credit or liquidity facilities or enhancements or
other special structuring techniques or devices to be employed in connection with the issuance of
any series of the Obligations; and
(8) After the closing of any series of the Obligations and upon specific request of the City,
providing assistance to the City concerning questions and issues that may arise prior to the maturity
of the Obligations.
Unless otherwise agreed to by the City and Orrick, for all Basic Services performed
hereunder in connection with the issuance and sale of Obligations, as defined in this letter, Orrick
will be paid a fee with respect to each series of tax-supported Obligations on the basis of$.75 per
$1,000 in aggregate proceeds of Obligations actually delivered; subject, however, to a minimum
fee of$7,500 for each series of tax-supported Obligations. For any revenue Obligations issued by
the City,our fee will be$.95 for each$1,000 of revenue Obligations actually sold,with a minimum
fee of$10,000.
4134-9901-5442.1
For purposes of the foregoing calculations, proceeds includes the principal amount of the
Obligations and any premium thereon. The fees described above shall be paid from the proceeds
of the sale of the Obligations or from other funds, as the City deems appropriate.
The fee for any Additional Services provided by Orrick will be determined on an hourly
rate basis, applying rates then charged by Orrick for the same or similar services performed by
attorneys and paralegals of similar experience for other clients. The total fee for Additional
Services prior to and in connection with the closing of any series of Obligations will not exceed
the fee charged for basic services for such series.
Payment of all fees for services as Bond Counsel will be made after the issuance and
delivery of the series of the Obligations in connection with which such services are performed and
within 30 days after receipt by the City of an approved invoice therefor. Orrick will be reimbursed
for its reasonable and actual out-of-pocket expenses, such as the cost of reproduction of
documents,out-of-town travel,long-distance telephone,telecopy and similar expenses,deliveries,
filing fees and all items paid for by Orrick on behalf of the City, incurred in connection with the
performance of any services hereunder. All of such expenses will be reasonable, and on an issue-
by-issue basis Orrick will agree to a maximum amount of$2,500 for such expenses (exclusive of
Attorney General fees, for which the City would be responsible).
The City acknowledges that it is aware that Orrick represents many other governmental
entities,companies and individuals. It is possible that during the time that we are representing you,
some of our present or future clients will have disputes or transactions with you. You agree that
we may continue to represent or may undertake in the future to represent existing or new clients
in any matter that is not substantially related to our work for you even if the interests of such clients
in those other matters are directly adverse. We agree, however, that your prospective consent to
conflicting representation contained in the preceding sentence shall not apply in any instance
where, as a result of our representation of you, we have obtained proprietary or other confidential
information of a nonpublic nature, that, if known to such other client, could be used in any other
such other matter by such client to your material disadvantage.
Nothing herein shall be construed as creating any personal liability on the part of any
officer of the City, and this agreement may be terminated by the City by giving 30 days' written
notice to Orrick.
If this proposed agreement for the services of Orrick as Bond Counsel is satisfactory,please
evidence your acceptance and approval by executing three copies in the space provided below.
4134-9901-5442.1
Very truly yours,
CZa_
Rick A. Witte
Partner
AGREED TO and ACCEPTED BY:
).L1,/ 1
Mayor, City of Pearland
ATTEST:
iSecre/ ityo/ earhet _" %\
4134-9901-5442.1
Resolution No. R2018-53
Exhibit "A"
Memo '
To: Clay Pearson, City Manager __h: _
7 [[ X AS
From: Cynthia Pearson, Director of Finance Esr. i 69*
CC: Jon Branson, Deputy City Manager
Trent Epperson, Assistant City Manager
Date: March 7, 2018
Re: Bond Counsel
In May of 2017, the City entered into an agreement with Andrews Kurth LLP to provide Bond Counsel
services for a seven-year period Due to the nature of the services they provide, cities generally do
not change Bond Counsel, and we have been fortunate to have a long term relationship with our
current attorneys, Rick Witte and Tanya Fischer.
Attached is an article from Texas Lawyer concerning the recent move of the Public Finance team from
Andrews Kurth LLP to Orrick, Herrington & Sutcliffe LLP "Orrick";which has been the top-ranked bond
counsel firm in the country for 20 consecutive years. The team that moved included Rick Witte and
Tanya Fischer.
Rick and Tanya have represented the City in all of our bond issuances for quite some time, and we would
like to maintain this relationship. This team has performed in an excellent manner, and Orrick has
agreed to honor our current pricing, which, in November 2017, was held by Andrews Kurth LLP due to
our long term relationship.
We will be bringing to you a recommendation that we enter into an agreement with Orrick to continue
to provide those services for us. I have attached a copy of the Engagement Letter for your review. This
is an open-ended engagement that can be cancelled at any time with 30 days written notice to
Orrick. Please let me know if you have any questions,and/or would like additional information.
Attachment: Engagement Letter
Texas Lawyer Article
Orrick Public Finance Group Announcement
Orrick Boosts Its Public Finance Practice With 14 More Lawyers From Andrews Kurth I ... Page 1 of 3
TEXAS LAVYE1t NOT FOR REPRINT
Click to print or Select'Print' in your browser menu to print this document.
Page printed from: https://www.law.com/texaslawyer/2018/03/01/orrick-boosts-its-public-finance-practice-
with-14-more-lawyers-from-andrews-kurth/
Orrick Boosts Its Public
Finance Practice 1 14
More Lawyers From
Andrews Kurth
With this latest move, Orrick has now brought on 20 public finance
lawyers from Andrews Kurth in Texas.
By Brenda Sapino Jeffreys I March 01, 2018
Orrick, Herrington & Sutcliffe %.{ •-� `•v►,� --- ' ,„
•
(https://www.law.com/law-firm-profile?
id=227&name=Orrickl, which hired six ' • (,
public finance lawyers from Andrews rris
o
Kurth Kenyon
•(https://www.law.com/law-firm-profile?
id=11&name=Andrews-Kurth) in Texas
earlier this month, further
strengthened its public finance
practice Thursday, adding an additional 14 lawyers from Andrews Kurth's public
finance team.
https://www.law.com/texaslawyer/2018/03/01/orrick-boosts-its-public-finance-practice-with... 3/1/2018
Orrick Boosts Its Public Finance Practice With 14 More Lawyers From Andrews Kurth ... Page 2 of 3
A total of 20 Andrews Kurth lawyers have now made the move to Orrick in Texa
They will work out of the firm's Houston office and in a new office in Austin.
Justin Cooper, an Orrick partner based in San Francisco and Sacramento and is
co-chair of Orrick's public finance department, said the Andrews Kurth group h�
been "one of the biggest public finance heavy hitters in the state," and that add
such a strong team to Orrick propels the firm into the top ranks of Texas public
finance firms.
"California, New York and Texas are the three biggest [public finance] markets
now we feel like we really have a leading presence in each of those markets,"
Cooper said.
The large group is the latest lateral contingent to depart Andrews Kurth prior tc
its April 2 merger (http://bit.ly/2EJ7uVc) with Virginia-based Hunton & Williams.
The lawyers joining Orrick in Houston on Thursday include partners Rick Witte,
former head of public finance at Andrews Kurth, and partners Adrian Patterson
James Hernandez and Tanya Fischer, and of counsel Barbara League.
The Austin lateral contingent includes partners Julia Houston and Jerry Kyle and
counsel Greg Shields.
Two weeks ago, Orrick confirmed (http://bit.ly/2CkZG63)that Robert Collie and
Gene Locke had joined the firm in Houston as senior counsel. It also confirmed
that Jerry Turner joined as a senior counsel in Austin, along with of counsel
Nathelie Ashby, Eric Johnson and Bill Medaille.
Also joining Orrick's office in Houston are associates Cathleen Chang, Nikki Hill,
Donna McIntosh and Ben Morse. In addition, associates Andrew Bethune and
Taylor Raymond have joined the firm in Austin.
Witte said they could not pass up the opportunity to join Orrick because the firr
is "the best in the business at what we do."
https://www.law.com/texaslawyer/2018/03/01/orrick-boosts-its-public-finance-practice-with... 3/1/2018
Orrick Boosts Its Public Finance Practice With 14 More Lawyers From Andrews Kurth I ... Page 3 of 3
He said Orrick approached them about six months ago about the move. "They
contacted us at a time when there was some uncertainty at Andrews Kurth
around the merger," Witte said. "The longer we talked to them, the harder it
got to say no."
But Witte said he has nothing negative to say about Andrews Kurth. "Andrews
Kurth has been a great platform for us. They treated us very well, provided all
the resources that we needed," he said.
Kyle, one of the new Austin-based partners, said Orrick provides the group
with not only a "national powerhouse" in public finance, but also with the
opportunity to stay together. Many of the lawyers have been practicing
together for decades, including Kyle and Witte, who joined Andrews Kurth in
2001 from the Houston firm Mayor Day Caldwell & Keeton.
Orrick opened its first Texas office (http://bit.ly/1 V5i9XV) in Houston in January
2016 and several public finance lawyers were among its first hires
(http://bit.ly/2oy2etL).
Witte declined to identify the group's clients, but according to Orrick, lawyers in
the group have done work for the city of Houston, the city of Austin, Harris
County, the Harris County Toll Road Authority, the Texas Department of
Transportation, the Texas state Comptroller's Office, Texas A&M University,
Houston Independent School District, the Austin Independent School District
and underwriters.
A spokeswoman for Andrews Kurth declined to comment.
Copyright 2018. ALM Media Properties, LLC. All rights reserved.
https://www.law.com/texaslawyer/2018/03/01/orrick-boosts-its-public-finance-practice-with... 3/1/2018
orrick
Orrick,Herrington&Sutcliffe LLP
609 Main Street
40th Floor
Houston,TX 77002-3106
+1 713 658 6400
orrick.com
We are very pleased to advise you that, as of March 1, we have joined Orrick, Herrington &
Sutcliffe LLP in Houston,Austin and Dallas.
As you may know, Orrick is an outstanding law firm with offices around the nation and
globe. Orrick has the preeminent public finance practice in the US. In the Orrick Houston office we will
be re-uniting with some of our former colleagues, including Todd Brewer, Hoang Vu, Marcus Deitz and
Kathy Garner, plus partner Larry Sobel and associate Amanda Stephens.
The Orrick Houston office is located at 609 Main Street, 40`h Floor, Houston, Texas 77002. The
firm is establishing a new office in Austin.
Attached to this email is a list of contact information for all the Orrick public finance attorneys
and staff in Texas.
We look forward to continuing our work for and with you!
HOUSTON DALLAS AUSTIN
Rick Witte Eric Johnson Jerry Kyle
Adrian Patterson Julie Houston
James Hernandez Nathelie Ashby
Tanya Fischer Bill Medaille
Bob Collie Greg Shields
Barbara League Jerry Turner
Gene Locke Andrew Bethune
Cathleen Chang Taylor Raymond
Nikki Hill
Donna McIntosh
Ben Morse
4125-5946-8817.1
ORRICK - TEXAS PUBLIC FINANCE
March 2018
Name I Email Office Number Mobile Number
Ashby, Nathelie nashby(a)orrick.com 512.575.6014 512.585.0876
Bethune, Andrew abethuneP.orrick.com 512.575.6012 281.658.2586
Bethune, Kathleen kbethune a(..orrick.com 713.658.6442 281.546.6947
Brewer, Todd tbrewera.orrick.com 713.658.6410 713.320.0393
Chang, Cathleen cchangna orrick.com 713.658.6772 832,723,3908
Clowson, Karen kclowsonorrick.com 713.658.6728 713.907.4127
Collie, Bob bob.collie norrick.com 713.658.6779 713.398.8172
Deitz, Marcus mdeitz@orrick.com 713.658.6420 713.249.4910
Fischer, Tanya A. tfischer a(�.orrick.com 1 713.658.6793 832.298.5760
—
Garner, Kathy kgarnerCa�orrick.com 713.658.6440 713.557.4190
Hall, Julie jhalla.orrick.com 512.575.6021 512.496.4997
Hernandez, James A. iameshernandez(a orrick.com 713.658.6787 713.501.0355
956.572.5434
Herzog, Marilyn marilyn.herzoqAorrick.com 713.658.6433 346.772.9655
Hill, Nikki nhill a(�orrick.com 713.658.6773 832.689.1955
Houston, Julie juliahouston(a.orrick.com 512.575.6002 512.585.8349
Johnson, Eric ericiohnson @orrick.com 512.575.6016 214.901.3750
Kyle, Jerry jkvlec orrick.com 512.575.6001 512.560.2998
League, Barbara bleaquet orrick.com 713.658.6786 904.553.9466
Locke, Gene glockeorrick.com 713.658.6769 713.854.5455
Mathews, Lauren Imathewst orrick.com 512.575.6031 817.933.0283
McIntosh, Donna dmcintoshorrick.com 713.658.6785 281.928.7747
Medaille, Bill bmedailleorrick.com 512.575.6010 512.203.4059
Morris, Carolyn cmorris2 @orrick.com 713.658.6736 713.826.9110
Morse, Ben bmorseAorrick.com 713.658.6778 936.525.7722
Patterson, Adrian apatterson Aorrick.com 713.658.6784 713.882.8754
Raymond, Taylor travmondCa orrick.com 512.575.6011 561.352.4170
Shields, Greg gshields(a(?orrick.com 512.575.6013 512.565.4362
Sobel, Larry Isobel(a orrick.com 213.612.2421 213.509.3395
713.658.6413
Stephens, Amanda astephens(a.orrick.com 713.658.6412 562.762.1875
Sziy, Charlotte csziy(@.orrick.com 713.658.6446 832.971.1971
Turner, Jerry ierrvturner(a�orrick.com 512.575.6015 512.589.0168
Vu, Hoang hvuorrick.com 713.658.6430 713.446.9667
Witte, Rick A. rwitteAorrick.com 713.658.6795 713.504.3362
4159-2325-4546.1
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