R76-15 06-28-76RESOLUTION NO. 76-15
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
PEARLAND, TEXAS, AUTHORIZING THE MAYOR TO EXECUTE
AN AGREEMENT BY AND BETWEEN THE CITY OF PEARLAND
AND VINSON, ELKINS, SEARLS, CONNALLY, & SMITH.
Be it resolved by the City Council of the City of Pearland,
Texas, that the Mayor be, and he is hereby authorized to execute for
and in behalf of the City of Pearland an Agreement by and between the
City of Pearland, Texas and Vinson, Elkins, Searls, Connally, and
Smith, regarding legal services in connection with the authorization,
issuance and delivery by the City of Pearland of Certificates of
Obligation Series 1976 and 1976-A.
PASSED AND APPROVED this „C..6 day of
A. D., 1976.
Mayor
ATTEST:
City Secretary
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„74
ei 4_ /IN�ON tLKINS S EARLS CONNALLY & SMITH
�� ! ATTORNEYS AT LAW
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Jft Rs FIRST CITY NATIONAL BANK BUILDING
HOUSTON,TEXAS 77002
LONDON OFFICE TEL:AC 713 236-2222 CABLE ADDRESS:VINELKINS TELEX:762 146 WASHINGTON OFFICE
47 CHARLES STREET,BERKELEY SQUARE 1701 PENNSYLVANIA AVENUE,N.W.
LONDON WIX 7PB,ENGLAND _ SUITE 1120
TEL=OI-491 7236 June 14 , 1976 WASHINGTON,D.0.20006
CABLE ADDRESS:VESS TEL:AC 202 298I-5550
TELEX:24140 CABLE ADDRESS:JINELKINS
TELEX:89660
The Honorable Mayor and
City Council
City of Pearland, Texas
Gentlemen:
This letter, when accepted by you, will evidence our
agreement to perform from time to time legal services in con-
nection with the authorization, issuance and delivery by the.
City of Pearland (the "City") of Certificates of Obligation
Series 1976 and 1976-A, respectively.
In connection with the issuance of each series of these
certificates (hereinafter referred to as the "Certificates" ) ,
we will act as bond counsel in order for the City to offer the
Certificates subject to our unqualified approving opinion. In
our capacity as bond counsel we will prepare legal notices,
resolutions and ordinances for adoption by the City Council,
including instruments required to obtain the necessary approval
of the Series 1976 Certificates by the Attorney General of the
State of Texas and registration thereof by the Comptroller of
Public Accounts; will prepare all other legal instruments re-
lating to the issuance of the Certificates; and we will pass
upon a transcript of certified proceedings and showings in
order to render an unqualified approving opinion as to the
validity of the authorization and issuance of the Certificates
under Texas law and the tax exempt status of the interest on
the Certificates under Federal income tax law.
For our legal services as bond counsel, the City agrees
to pay us fees computed as follows :
(a) For the Series 1976 Certificates a fee of $500 . 00;
(b) For the Series 1976-A Certificates a fee of
$1, 200 . 00, with an additional fee of $250 . 00 for each
delivery of such Certificates in excess of one such
delivery, and an additional fee of $75 . 00 for each
claim submitted by any contractor which requires
approval by the City Council.
3 a
-2-
If either the Series 1976 or 1976-A Certificates are re-
funded into bonds we would be paid a fee of $500. 00 for each
Series so refunded .
We will not endeavor to act as securities counsel, as may
be appropriate to assist the City in complying with the appli-
cable provisions of the Federal securities law, including the
Securities Act of 1933, and the Securities and Exchange Act of
1934, unless requested to do so pursuant to a separate agree-
ment with the City.
Such fees and the expenses hereinafter mentioned will be
payable following delivery of all of the Certificates .
In addition, we will bill for any printing and reproducti.n
of documents, and our actual out-of-pocket expenses, such as
travel, telephone, telegraph, telex and similar expenses, and
all items required and paid for by us on behalf of the City,
including the expenses of translation into Spanish where re-
quired by law. All of our expenses will be reasonable and
subject to approval by the City.
This agreement may be terminated at any time by either
the City or by us, and we would be paid only for fees and
expenses to the date of termination.
If the arrangements set forth above are satisfactory,
please take such formal action as may be required and indicate
your acceptance by signatures below and returning one copy.
Respectfully yours,
VINSON, ELKINS, SEARLS, CONNALLY
& SMITH
By
Howard W. Mays
Accepted by resolution adopted by the City Council of the City
of Pearland this day of , 1976 .
ATTEST:
Mayor
City Secretary
(SEAL)