R2023-156 2023-06-26RESOLUTION NO. R2023-156
A Resolution of the City Council of the City of Pearland, Texas, approving
Engagement Agreement with Jackson Walker LLP for Bond Counsel and
other matters related thereto.
WHEREAS, the City of Pearland, Texas (the “City”) is considering issuing bonds or other
obligations (“Bonds”) to pay or refinance the costs of one or more projects of the City; and
WHEREAS, the City Council of the City (the “City Council”) has determined that the City
should engage legal counsel that specializes in public finance and is well versed in federal tax
law and federal securities law to provide bond counsel services to the City in connection with
the issuance of the Bonds; and
WHEREAS, in this regard, the City Council wishes to engage Jackson Walker LLP, as
bond counsel, pursuant to an engagement letter which includes a contingent fee payment
provision under which payment of the fees for bond counsel services shall be made at or
immediately after the closing of the transaction for the issuance of the Bonds out of the
proceeds of the Bonds; and
WHEREAS, pursuant to Section 2254.1036, Texas Government Code, the City provided
written notice to the public of the pendency of such contracts, an excerpt of which is attached
hereto as Exhibit A (the “Public Notice”).
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS:
Section 1. The recitals above and in the excerpt of the Public Notice attached as
Exhibit A are hereby found to be true and are adopted as the findings of the City Council.
Section 2.The City Council hereby further finds and declares: (i) there is a substantial
need for the legal services to be provided by attorneys at Jackson Walker LLP; (ii) such legal
services cannot be adequately performed by the attorneys and supporting personnel of the City;
and (iii) the legal services cannot reasonably be obtained from attorneys in private practice
under a contract providing only for the payment of hourly fees, without regard to the outcome of
the matter, because of the nature of the matter for which the services will be obtained and/or
DocuSign Envelope ID: 9D94D508-A547-441B-9DB0-19DDC1E248FB
RESOLUTION NO. R2023-156
2
36562421v.1
because the City would have to pay such attorneys their fees from unrestricted funds in the
City’s general and administrative account, regardless of whether the Bonds are successfully
issued, and such amounts are limited and needed for other uses.
Section 3. Based on the foregoing, the City Council hereby approves the City
entering into the engagement letter with a contingent fee payment provision with Jackson
Walker LLP, as bond counsel, in substantially the form presented to the City, and authorizes the
City Manager or Chief Financial Officer of the City to execute and deliver such engagement
letter.
Section 4. It is officially found, determined and declared that the meeting at which
this resolution was adopted was open to the public and public notice of the time, place, and
subject matter of this meeting and the notice required by Section 2254.1036, Texas
Government Code, was given, all as required by Chapter 551, Texas Government Code.
Section 5. This resolution shall be in force and effect from and after its final passage,
and it is so resolved.
PASSED, APPROVED and ADOPTED this the 26th day of June, A.D., 2023.
________________________________
J.KEVIN COLE
MAYOR
ATTEST:
________________________________
FRANCES AGUILAR, TRMC, MMC
CITY SECRETARY
APPROVED AS TO FORM:
________________________________
DARRIN M. COKER
CITY ATTORNEY
DocuSign Envelope ID: 9D94D508-A547-441B-9DB0-19DDC1E248FB
RESOLUTION NO. R2023-156
3
36562421v.1
DocuSign Envelope ID: 9D94D508-A547-441B-9DB0-19DDC1E248FB
Exhibit A
PUBLIC NOTICE
Consideration and possible approval of a Resolution Approving an Engagement Agreement for
Bond Counsel and Other Matters Related Thereto.
The foregoing resolution authorizes the engagement of Bond Counsel pursuant to an engagement
letter under which the City of Pearland will obtain specialized legal services in connection with
the issuance of bonds or other obligations to pay or refinance the costs of one or more projects of
the City, based on the demonstrated competence and qualifications of such attorneys; finding that
(i) such legal services require specialized expertise and experience in municipal finance, federal
tax law and federal and state securities laws and therefore cannot be adequately performed by the
attorneys and supporting personnel of the City, (ii) such legal services cannot be reasonably
obtained from attorneys in private practice under an hourly fees contract without contingency
because the City will not be obligated to pay any legal fees until the successful completion and
closing of the contemplated transaction and (iii) entering into a contingent fee contract for legal
services is in the best interest of the residents of the City because such firm will only be paid if
the contemplated transaction is successfully completed and closed.
DocuSign Envelope ID: 9D94D508-A547-441B-9DB0-19DDC1E248FB
RESOLUTION NO. R2023- 1540
A RESOLUTION APPROVING ENGAGEMENT AGREEMENT FOR BOND COUNSEL
AND OTHER MATTERS RELATED THERETO
WHEREAS, the City of Pearland, Texas (the "City") is considering issuing bonds or other
obligations ("Bonds") to pay or refinance the costs of one or more projects of the City; and
WHEREAS,the City Council of the City(the "City Council") has determined that the City
should engage legal counsel that specializes in public finance and is well versed in federal tax law
and federal securities law to provide bond counsel services to the City in connection with the
issuance of the Bonds, and
WHEREAS, in this regard, the City Council wishes to engage Jackson Walker LLP, as
bond counsel,pursuant to an engagement letter which includes a contingent fee payment provision
under which payment of the fees for bond counsel services shall be made at or immediately after
the closing of the transaction for the issuance of the Bonds out of the proceeds of the Bonds, and
WHEREAS, pursuant to Section 2254 1036, Texas Government Code, the City provided
written notice to the public of the pendency of such contracts, an excerpt of which is attached
hereto as Exhibit A (the "Public Notice")
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF CITY THAT
1 The recitals above and in the excerpt of the Public Notice attached as Exhibit A are hereby
found to be true and are adopted as the findings of the City Council
2 The City Council hereby further finds and declares (i) there is a substantial need for the
legal services to be provided by attorneys at Jackson Walker LLP, (ii) such legal services cannot
be adequately performed by the attorneys and supporting personnel of the City; and (iii) the legal
services cannot reasonably be obtained from attorneys in private practice under a contract
providing only for the payment of hourly fees,without regard to the outcome of the matter,because
of the nature of the matter for which the services will be obtained and/or because the City would
have to pay such attorneys their fees from unrestricted funds in the City's general and
administrative account,regardless of whether the Bonds are successfully issued, and such amounts
are limited and needed for other uses
3 Based on the foregoing, the City Council hereby approves the City entering into the
engagement letter with a contingent fee payment provision with Jackson Walker LLP, as bond
counsel, in substantially the form presented to the City, and authorizes the City Manager or Chief
Financial Officer of the City to execute and deliver such engagement letter
4 It is officially found, determined and declared that the meeting at which this resolution was
adopted was open to the public and public notice of the time, place, and subject matter of this
meeting and the notice required by Section 2254 1036, Texas Government Code,was given, all as
required by Chapter 551, Texas Government Code
5 This resolution shall be in force and effect from and after its final passage, and it is so
resolved.
1
36562421v 1
PASSED, ADOPTED AND APPROVED on this the 26th day of June, 2023
J Ke ' Cole
iM or
ATTEST
:, �sss
.L. # •. s
Fran es Aguilar, T C, ;MC =� •
City ecretary =U `� �ue
�
.• :
% \ P% ••• ! -
///1111.,,,,,
APP OVED AS TO FORM
e
a
Darren M. Coker
City Attorney
2
36562421v 1
Exhibit A
PUBLIC NOTICE
Consideration and possible approval of a Resolution Approving an Engagement Agreement for
Bond Counsel and Other Matters Related Thereto
The foregoing resolution authorizes the engagement of Bond Counsel pursuant to an engagement
letter under which the City of Pearland will obtain specialized legal services in connection with
the issuance of bonds or other obligations to pay or refinance the costs of one or more projects of
the City, based on the demonstrated competence and qualifications of such attorneys, finding that
(i) such legal services require specialized expertise and experience in municipal finance, federal
tax law and federal and state securities laws and therefore cannot be adequately performed by the
attorneys and supporting personnel of the City, (ii) such legal services cannot be reasonably
obtained from attorneys in private practice under an hourly fees contract without contingency
because the City will not be obligated to pay any legal fees until the successful completion and
closing of the contemplated transaction and (iii) entering into a contingent fee contract for legal
services is in the best interest of the residents of the City because such firm will only be paid if the
contemplated transaction is successfully completed and closed.
7j4
W Jackson Walker LLP
Rick A.Witte
(713)752-4553(Direct Dial)
(713)752-4221 (Direct Fax)
rwitte@jw.com
June 26, 2023
Honorable Mayor and City Council Members
City of Pearland, Texas
3519 Liberty Drive
Pearland, Texas 77581
Re Bond Counsel Services
Dear Mayor and City Council Members
We are pleased to submit to you a proposed agreement for Jackson Walker LLP("JW")
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
JW
As Bond Counsel, JW 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,
36542352v I
JW I HOUSTON 1401 McKinney,Suite 1900 ® Houston,Texas 77010 I www.jw.com I Member of GLOBALAWT,"
Honorable Mayor and City Council Members
City of Pearland, Texas
June 26, 2023
Page 2
(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, JW 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 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,
36542352v I
Honorable Mayor and City Council Members
City of Pearland, Texas
June 26, 2023
Page 3
(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 JW, for all Basic Services performed hereunder
in connection with the issuance and sale of Obligations, as defined in this letter, JW 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
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 JW will be determined on an hourly rate
basis, applying rates then charged by JW for the same or similar services performed by attorneys
and paralegals of similar experience for other clients. The total fee for Additional Services prior
36542352v 1
Honorable Mayor and City Council Members
City of Pearland, Texas
June 26, 2023
Page 4
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 JW 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 JW 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
JW 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 JW 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 JW
If this proposed agreement for the services of JW as Bond Counsel is satisfactory, please
evidence your acceptance and approval by executing three copies in the space provided below
Very truly yours
JACKSON WALKER LLP
Rick A Witte
Partner
36542352v 1
Honorable Mayor and City Council Members
City of Pearland, Texas
June 26, 2023
Page 5
AGREED TO and ACCEPTED BY
Ma , ity of Pearland
``,,p1,1,1,1,,,,,,,,,
ATTEST
4100P--
UYIVAlt 0141- "
•
City e retary, City A 4arland o``'``
THE STATE BAR OF TEXAS INVESTIGATES AND PROSECUTES PROFESSIONAL
MISCONDUCT COMMITTED BY TEXAS ATTORNEYS ALTHOUGH NOT EVERY
COMPLAINT AGAINST OR DISPUTE WITH A LAWYER INVOLVES PROFESSIONAL
MISCONDUCT, THE STATE BAR'S OFFICE OF GENERAL COUNSEL WILL PROVIDE
THE CITY WITH INFORMATION ABOUT HOW TO FILE A COMPLAINT PLEASE CALL
1-800-932-1900 TOLL-FREE FOR MORE INFORMATION
36542352v 1