1-Sample Contract - A.docx
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- Attached to
- Bond and Disclosure Counsel Services
- Solicitation number
- BFZ26-00029361
- Issued by
- Dallas County, Texas
About this file
This is a Sample Professional Services Contract document for Disclosure Counsel Legal Services between the City of Dallas and law firms providing legal counsel for municipal bond issuances and related disclosure obligations. The City seeks to retain one or more law firms, potentially as a team of Disclosure Counsel and Co-Disclosure Counsel, to provide comprehensive legal services related to the authorization, issuance, sale, and delivery of various City bond types including General Obligation Bonds, Certificates of Obligation, Convention Center/Arena Bonds, Water and Sewer System bonds, Tax Increment Financing bonds, and Public Improvement District bonds. The contract scope encompasses reviewing and assisting in preparation of preliminary and final official statements, analyzing SEC Rule 15c2-12 requirements, consulting on disclosure obligations, performing due diligence investigations, preparing SEC 10(b)(5) disclosure opinions, advising on continuing disclosure agreement compliance, and providing training on disclosure rules and regulations. The contract is effective September 1, 2025, and remains in effect for five years through August 31, 2030, with potential extension by mutual agreement. Either law firm may terminate with thirty days' written notice, while the City may terminate for cause or convenience with ten days' written notice.
Fees for Disclosure Counsel Services are contingent upon sale and delivery of City bonds and are payable from bond proceeds. Compensation consists of hourly rates for attorneys and paralegals by classification level plus an additional bond disclosure opinion fee per increment of bonds sold, with specific rates to be provided in Exhibit C. The City will reimburse reasonable and actual out-of-pocket expenses such as document reproduction, telecommunications, and filing fees, capped at $5,000 per transaction, with individual expenses exceeding $500 requiring preapproval. Law firms must submit fee estimates prior to each bond issuance for City Attorney approval and must notify the City within five business days of reaching 75 percent of the approved estimate. Final billing must be submitted within sixty days of bond delivery with detailed time records and expenses. The contract requires procurement and maintenance of professional liability insurance as specified in Exhibit D and mandates compliance with the City's Equal Employment Opportunity, M/WBE Good Faith Effort Plan, and various Texas Government Code provisions regarding boycott and discrimination prohibitions. Law firms must maintain strict confidentiality, retain records for three years post-termination, and disclose all conflicts of interest within ten days of occurrence.
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Text version
Resolution No. 20- _____________ Contract No. __________________
| THE STATE OF TEXAS | ) | |||
| ) | PROFESSIONAL SERVICES CONTRACT | |||
| COUNTY OF DALLAS | ) | DISCLOSURE COUNSEL LEGAL SERVICES |
THIS CONTRACT ("Contract") is made and entered into by and between the City of Dallas, a municipal corporation, of Dallas County, Texas ("City"), and the law firms of [Insert Disclosure Counsel Name], a [Insert entity type, e.g., “Texas limited liability partnership”] with registered offices located at 1301 McKinney, Suite 5100, Houston, Texas 77010 and local offices at [Insert address ] (“Disclosure Counsel”) and [Insert Co-Disclosure Counsel Name], [Insert entity type, e.g., “Texas limited liability partnership”] with registered offices located at [Insert address ] (“Co-Disclosure Counsel”) (collectively, Bond Counsel and Co-Bond Counsel are hereinafter referred as “Law Firm” or "Law Firms").
ARTICLE I.
| 1.1 | Law Firms are hereby retained to jointly provide legal services (defined hereinafter in Section 3 as “Disclosure Counsel Services”), as Disclosure Counsel and Co-Disclosure Counsel, to the City in connection with the authorization, sale, issuance and delivery of the City's General Obligation Bonds, Certificates of Obligation, Contractual Obligations, Convention Center/Arena Bonds, and Risk Management Notes, Water and Sewer System bonds, bonds issued by certain City conduit issuers where the City is not an Obligated Party under SEC Rule 15c2-12, Tax Increment Financing bonds, Public Improvement District bonds and certain other special district bonds as directed by the City, (herein collectively referred to as "City's Bonds" or "City Bonds"). In addition, the Law Firms may be requested to provide legal services in connection with such other city debt obligations as requested by the City Attorney during the term of this Contract. Law Firms acknowledge and agree that other teams of law firms have been employed by the City to perform similar legal services and that no certain amount of work under this Contract is assured. | |
| 1.2 | This Contract shall be administered on behalf of City by its City Attorney, or the City Attorney’s designee. | |
| 1.3 | The Law Firms shall perform all the legal services as set forth in this Contract. | |
| 1.4 | A. | The legal services are to be performed in a good and workmanlike manner and shall conform in every respect to the following: |
| (i) | City's Request for Qualifications [INSERT RFQ No.] and City's Specifications for the Services (collectively, the “Specifications”), including all addenda thereto, attached as Exhibit A; |
| (iii) | The bid from the law firms (collectively the “Bids”), attached as Exhibit B. |
| B. | All of the documents referred to in Subsection A of this Section 1.4 are incorporated by reference and made a part of this Contract for all purposes as though each were written word for word in this Contract; provided, however, that in case of a conflict in the language of the Specifications, the Bid, and this Contract, the terms and conditions of this Contract shall control and are final and binding on both parties, and the Specifications shall control where they conflict with the Bid. Law Firms and City further agree that should any dispute or questions arise respecting the true construction or meaning of any of these documents, the true meaning shall be decided by City and such decision shall be binding and conclusive upon Law Firms. |
ARTICLE II.
DISCLOSURE COUNSEL SERVICES
| 2.1 | [Insert Disclosure Counsel Name] hereby agrees to perform Disclosure Counsel Services (as defined hereinafter in Section 3) in connection with the City's Bonds, as set forth herein. As Disclosure Counsel, [Insert Disclosure Counsel Name] will be responsible for approximately [no less than 51 percent] of the Disclosure Counsel Services related to the authorization, sale, issuance and delivery of City's Bonds, unless otherwise directed by the City. Disclosure Counsel hereby agrees to work in cooperation with the designated Co-Disclosure Counsel firm of [INSERT Co-Disclosure Counsel name] in the provision of legal services for the benefit of the City, based on an approximate [no less than 51%]/[no more than 49%] division of legal work and responsibility; provided, however, that notwithstanding anything herein to the contrary, each Law Firm will be responsible for undertaking any legal work, document preparation or review which is necessary, reasonable or appropriate to ensure that all Disclosure Counsel Services are performed in a manner to ensure the timely issuance of the City Bonds and to enable such firm to render opinions, give advice, or otherwise perform the work assigned to or assumed by it in connection with the legal services to be performed hereunder. |
| 2.2 | [INSERT Co-Disclosure Counsel name] hereby agrees to perform Disclosure Counsel Services in connection with the City's Bonds, as set forth herein. As Co-Disclosure Counsel, [INSERT Co-Disclosure Counsel name] shall be responsible for approximately [no more than 49%] percent of the Disclosure Counsel Services related to the authorization, sale, issuance and delivery of City's Bonds, unless otherwise directed by the City. [INSERT Co-Disclosure Counsel name] hereby agrees to work in cooperation with the designated Disclosure Counsel in the provision of legal services for the benefit of the City, based on an approximate [[no less than 51%]/[no more than 49%] division of legal work and responsibility; provided, however, that notwithstanding anything herein to the contrary, each Law Firm will be responsible for undertaking any legal work, document preparation or review which is necessary, reasonable or appropriate to ensure that all Disclosure Counsel Services are performed in a manner to ensure the timely issuance of the City Bonds and to enable such firm to render opinions, give advice, or otherwise perform the work assigned to or assumed by it in connection with the legal services to be performed hereunder. |
2.3 It is expressly understood and agreed that, while the two Law Firms shall divide the work to be performed for the City in connection with the City's Bonds, each Law Firm will act independently in performing the portions of such work assigned to or assumed by it. Neither Law Firm will have or assume any responsibility for work performed by the other firm and neither firm will have any liability or responsibility whatsoever for errors, omissions, negligence, or other acts or omissions of the other firm in the performance of work undertaken or performed by such other firm; provided, however, that each firm will be responsible for undertaking any necessary review of the documents prepared or work performed by the other firm or by others to the extent necessary, reasonable or appropriate to enable such firm to render opinions, give advice, or otherwise perform the work assigned to or assumed by it in connection with the legal services to be performed hereunder.
2.4 After receipt of an assignment from the City Attorney within the scope of this Agreement, Disclosure Counsel shall present a written schedule of duties and activities deemed necessary and required to accomplish the assignment, demonstrating the division of work between the firms in accordance with this Article II. Schedules submitted are subject to review, revision and approval by the City Attorney, which approval shall not be unreasonably withheld.
2.5 The arrangements and undertakings described in this Contract do not evidence, and shall not be construed as establishing, a partnership between the Law Firms.
2.6 Independent Contractors. In performing Disclosure Counsel Services under this Contract, the relationship between the City and the Law Firms is that of independent contractor, and the City and the Law Firms by the execution of this Contract do not change the independent status of the Law Firms. Law Firms shall exercise independent judgment in performing work under this Contract and are solely responsible for setting working hours, scheduling or prioritizing the workflow and determining how the work is to be performed. No term or provision of this Contract or act of Law Firms in the performance of this Contract shall be construed as making Law Firms the agent, servant or employee of the City, or making Law Firms or any of their employees eligible for the fringe benefits, such as retirement, insurance and workers compensation, which the City provides its employees.
ARTICLE III.
SCOPE OF SERVICES
| 3.1 | The scope of Disclosure Counsel Services for this Contract includes assisting city staff together with the financial advisor and bond counsel with disclosure services in connection with the issuance, sale, and delivery of City Bonds. The phrase “Disclosure Counsel Services” as utilized in this Contract shall include, but not be limited to the following in connection with the authorization, issuance, sale or delivery of municipal securities: |
| A. | Reviewing and assisting in the preparation of the preliminary and final official statements and other disclosure documents necessary or appropriate to the issuance of City Bonds; |
| B. | Analyzing the requirements of SEC Rule 15c2-12, including available exemptions therefrom, preparing or reviewing the continuing disclosure agreement and providing advice and assistance to the City in filing its Annual Information Statement and other filings, as necessary, to comply with SEC Rule 15c 2-12; |
| C. | Consulting with and advising City staff on the note disclosures to be included in the City's audited year-end financial statements and obligations, the content of the City's web site and other publications relating to the City's financial condition and outstanding and proposed bond issues, and presentations to rating agencies, when requested; |
| D. | Consulting with and advising City officials and staff, financial advisors, bond counsel, underwriters and underwriters' counsel, as necessary or appropriate regarding their disclosure obligations under federal securities law including attendance at city council meetings and briefings identified as relating to disclosure obligations; |
| E. | Analyzing and advising City staff on any disclosure issues or regulatory changes arising under federal securities law, including assistance in evaluating the materiality of such issues as well as assisting City staff in monitoring disclosure requirements to help staff ensure timely and complete disclosures; |
| F. | Performing due diligence and preparing the SEC 10(b)(5) opinion relating to the disclosure documents, assisting in the performance of any necessary due diligence investigation, including attending city council meetings and briefings or being available for due diligence calls or meetings, as appropriate; |
| G. | Participating, when requested, in activities associated with presenting information to rating agencies, potential investors, and/or credit enhancement providers relating to legal issues affecting the City's public finance transactions; |
H. Consulting and advising the City regarding compliance with the City's continuing disclosure agreements when advised of facts that may require disclosure, as well as review of filings by the City on EMMA including the City's CAFR as requested by the City;
I. Assisting City staff in documenting and updating internal written policies and procedures with respect to disclosure activities, including both initial offering documents and ongoing disclosure obligations as requested by the City;
J. In addition to the above Disclosure Counsel Services, the Law Firms shall be available to provide legal services at the same hourly rates outlined in Exhibit C as directed by the City Attorney that may include similar projects outside of the issuance of bonds such as training for City staff and City Council with respect to disclosure rules, regulations and responsibilities keeping the City abreast of legal developments which might be applicable to the City's financing program and disclosure obligations and such other matters listed in the Request for Qualifications [INSERT RFQ No.].
3.2 The Law Firms represent that all of their employees or associates who perform legal services under this Contract are experienced, qualified attorneys and other professionals who are familiar with municipal securities laws as necessary and will be fully qualified and competent to perform the services described above. All legal services rendered by the Law Firms hereunder shall be completed timely and in the highest professional manner.
ARTICLE IV.
FEES AND EXPENSES FOR SERVICE
4.1 Fees for the Disclosure Counsel Services rendered by the Law Firms in connection with the issuance, sale and delivery of a proposed issuance of City Bonds by the Law Firms are set forth on Exhibit C and are contingent upon the sale and delivery of the bonds and shall become due and payable from Bond proceeds, concurrently with the delivery of bonds to the purchaser, after receipt and approval by the City Attorney of all documents and opinions or negative assurance letters to be provided by Law Firms hereunder, and approval by the City Attorney of final billings from both Law Firms. All services shall be performed to the satisfaction of the City Attorney and the City shall not be liable for any services which are unsatisfactory and which have not been approved by the City Attorney.
4.2 Prior to the performance of legal services in connection with a bond sale or other matter authorized pursuant to this Contract, each Law Firm shall submit, in writing, to the City Attorney an estimate of the total hourly fees, expenses and costs ("Estimate") expected to be incurred by such law firm for each City Bond sale or other authorized matter. Each estimate is subject to review and approval by the City Attorney.
The respective Law Firms shall monitor their hourly billings, expenses and costs, and shall notify the City Attorney, in writing, within five (5) business days after the aggregate of the hourly billable fees, expenses and costs reach 75% of the approved Estimate, whether the total hourly fees, expenses and costs to be billed will be in accordance with the approved Estimate amount. If, upon reaching 75% of the approved Estimate, the respective law firm determines that, due to additional services requested by the City or unforeseen matters (such as, delays in the issuance of bonds or changes in the scope of the bond financing), the total hourly fees, expenses and costs will exceed the approved Estimate, then the respective law firm shall submit, in writing, for the City Attorney's review and approval, a revised Estimate of the total hourly fees, expenses and costs expected to be incurred. The City shall not be liable for payment of any amounts exceeding the approved Estimate, unless such additional amounts have been authorized pursuant to a revised Estimate approved by the City Attorney. Failure of the respective law firm to notify the City, in writing, within five (5) business days of reaching 75% of the approved estimate amount as specified above, shall constitute a waiver of the respective Disclosure Counsel or Co-Disclosure Counsel law firm's right to compensation for any portion of the total fees, expenses and costs that exceed the approved Estimate amount.
4.3 The Law Firms shall submit, within sixty (60) days after the sale and delivery of the City Bonds, a final billing to the City on behalf of their respective law firms, detailing work performed by each attorney and other personnel, and date and elapsed time, and reimbursable expenses, disbursements and other charges incurred. The City shall use commercially reasonable efforts to pay invoices within 30 days of receipt of detailed final and approved billing invoices from each Law Firm. The City shall issue separate checks to the Law Firms. Because a financing can require activities over several months, the Law Firms agree to issue to the City billing statements of activity periodically, as requested by the City Attorney, so that the estimate of services can be monitored.
4.4 In addition to the fees for services, the City agrees to reimburse the Law Firms for reasonable and actual out-of-pocket expenses, such as the cost of reproduction of documents, long-distance telephone, telecommunications, deliveries, filing fees and similar expenses paid for by the Law Firms on behalf of the City and incurred in connection with the performance of disclosure counsel services. The Law Firms agree that billings to the City shall include invoices to support each reimbursable expense, disbursement or other charge for which payment is requested. Individual expenses in excess of $500 shall be subject to preapproval by the City, and in no event shall total out-of-pocket expenses, in the aggregate, exceed $5,000 per transaction.
4.5 The Law Firms shall make reasonable efforts to minimize the cost of travel and to telecommute as much as possible. The Law Firms further agree to coordinate with the City prior to undertaking excessive copying or reproduction of documents in order that a decision may be made about the most cost-effective manner of accomplishing this work for the City.
4.6 Approval of City Attorney of the legal services performed hereunder by the Law Firms shall not constitute or be deemed to be a release of the responsibility and liability of the Law Firms for the accuracy or competency of their services, nor shall such approval by the City Attorney be deemed to be the assumption of such responsibility by the City for any error or omission in the documents or work prepared by Law Firm.
4.7 The City may, at its option, offset any amounts due and payable under this Contract against any debt (including taxes) lawfully due to the City from the respective Law Firm, regardless of whether the amount due arises pursuant to the terms of this Contract or otherwise and regardless of whether or not the debt due to the City has been reduced to judgment by a court.
ARTICLE V.
TERM AND TERMINATION
5.1 This Contract shall be effective as of September 1, 2025, and remain in effect for a period of five (5) years ending August 31, 2030 ("term"). This Contract may be extended upon the mutual agreement of the City and the respective Law Firms. This Contract may be terminated at any time during the term of this Contract by either Law Firm (but only with respect to that particular Law Firm) by providing thirty (30) days written notice of the intent to terminate to the City Attorney. The City, acting through the City Attorney, may terminate this Contract at any time during the term of this Contract, in whole or in part, for cause or for convenience, on ten (10) days written notice to either, or both, Law Firms. In the event of termination, it is understood and agreed that the Law Firms will cease performing services under this Contract upon the date specified in such notice of termination and release to the City all pertinent City files, Law Firm's work product related to this Contract and related bond data which may be requested by the City. Law Firms shall not be entitled to lost or anticipated profits should the City choose to exercise its option to terminate, whether for cause or convenience. Law Firms shall invoice City for all services provided and expenses, disbursements and other charges incurred prior to the effective date of termination, and Law Firms shall be compensated in accordance with this Contract; provided, however, in no event shall Law Firms be entitled to any contingent fees for services performed under this Contract, if: (1) the City terminates this Contract for cause; or (2) the sale and delivery of the City's Bonds to which the contingent fees relate does not occur within one year following the date of termination of this Contract. Notwithstanding the foregoing, the firms understand and agree that in the event the City exercises its termination rights hereunder, the City shall be immediately empowered to appoint replacement Disclosure Counsel or Co-Disclosure Counsel, without liability or consultation with either of the Law Firms, and Law Firms agree to cooperate with the City and any replacement Disclosure Counsel or Co-Disclosure Counsel.
ARTICLE VI.
MISCELLANEOUS
6.1 In the event that any claim, demand, or other action is made or brought by any person, firm, corporation, or other entity against either of the Law Firms related to their services hereunder, the Law Firm shall give written notice thereof to the City no later than five (5) days after being notified of such claim, demand, suit, or action. Such notice shall state the date and hour of notification of any such claim, demand, suit or other action; the name and address of the person, firm, corporation or other entity making such claim or that instituted or threatened to institute any type of action or proceeding; and the name of any person against whom such claim is being made or threatened. Such written notice shall be delivered either personally or by certified mail, return receipt requested and shall be sent to the City Attorney's Office, City of Dallas, Texas, 1500 Marilla, 7DN, Dallas, Texas 75201, Attention: City Attorney.
6.2 The City recognizes that the Law Firms may represent other clients, including other cities and political subdivisions, as Disclosure Counsel or in other capacities; except that the Law Firms shall be disqualified from representing any other client (i) in any matter which is substantially related to their representation of the City and (ii) with respect to any matter where there is a reasonable probability that confidential information furnished by the City to the Law Firms could be used to the City's disadvantage. The Law Firms may not act as counsel to underwriters, trustees, or other third parties in connection with the issuance of the City Bonds or debt obligations of City conduit issuers. The Law Firms may represent, from time to time, a number of financial institutions, including institutions that act as financial advisors or underwriters in connection with obligations issued by entities other than the City. This will not in any way affect the diligence or vigor with which the Law Firms will represent the City's interests in connection with the issuance of City Bonds.
Notwithstanding the preceding paragraph, the Law Firms shall comply with the Texas Disciplinary Rules of Professional Conduct in providing legal services pursuant to this Contract. The Law Firms acknowledge that they are not currently involved in any litigation in which they represent a party who is adverse to City and the Law Firms agree that they will not undertake any litigation adverse to City or a City employee or officer, in their official capacity, during the term of this Contract, without the prior written approval of the City Attorney. Law Firms may not undertake representation adverse to the City or a City employee or officer as a result of information obtained by virtue of this Contract. Notwithstanding any other provision of this Contract, the City Attorney may terminate this Contract with a Law Firm immediately, for cause, upon violation of this Sub-Section 5.3.
6.3 As part of their proposal, the Law Firms have furnished a copy of the DALLAS BAR ASSOCIATION'S STATEMENT OF GOALS OF DALLAS LAW FIRMS AND CORPORATE LEGAL DEPARTMENTS FOR INCREASING MINORITY HIRING, RETENTION AND PROMOTION ("Statement") to the City Attorney, which was signed by an agent authorized to commit Law Firms to the goals and intentions of the Statement. The Law Firms agree to abide by the Statement throughout the term of this Contract.
Additionally, the Law Firms covenant that they will take all necessary actions in order to insure that, in connection with any work under this Contract, Law Firms will not discriminate in the treatment or employment of any individual or groups of individuals on the grounds of race, color, religion, national origin, age, sex, sexual orientation, gender identity and expression, military or veteran status, genetic characteristics or disability unrelated to job performance, wither directly, indirectly or through contractual or other arrangements. Law Firms shall also comply with all applicable requirements of the Americans with Disabilities Act, 42 U.S.C.A. Sections 121091-12213, as amended.
Law Firms further agree to comply with the City's M/WBE Good Faith Effort Plan in the performance of this Contract.
6.4 This Contract shall be binding upon the parties, their successors, and assignees; provided, however, that this Contract is for professional services and neither Law Firm shall assign this Contract, in whole or in part, without the prior written consent of the City.
6.5 All notices, communications, and reports required or permitted under this Contract shall be by personal delivery, by facsimile transmission, or by mail to the respective parties by depositing same in the United States mail, postage prepaid at the addresses shown below. Mailed notices shall be deemed communicated as of five days after mailing.
For notice to the CITY:
City Attorney’s Office City of Dallas 1500 Marilla, 7DN Dallas, Texas 75201 Attn.: City Attorney Phone: (214) 670-3519 For notice to DISCLOSURE COUNSEL:
[INSERT]
For Notice to CO-DISCLOSURE COUNSEL:
[INSERT]
| 6.6 | If any word, phrase, clause, sentence or provision of this Contract, or the application of same to any person or set of circumstances is for any reason held to be unconstitutional, invalid or unenforceable, that finding shall only effect such word, phrase, clause, sentence or provision, and such finding shall not affect the remaining portions of this Contract, this being the intent of the parties in entering into this transaction; and all provisions of this Contract are declared to be severable for this purpose. | ||
| 6.7 | This Contract is made subject to the charter and ordinances of the City, as amended, and all applicable state and federal laws. | ||
| 6.8 | This Contract is performable in Dallas County, Texas, and venue for any legal action under this Contract shall lie exclusively in Dallas County, Texas; and in construing this Contract, the laws and court decisions of the State of Texas shall control. | ||
| 6.9 | Law Firms agree to comply with the provisions of Attachment I , attached hereto and made a part hereof, concerning conflict of interests and gifts to public servants. | ||
| 6.10 | Law Firms shall procure, pay for and maintain during the term of this Contract, the minimum insurance coverage required in Exhibit D. Each Law Firm agrees that no claim by the City for damages resulting from breach of either Law Firm’s duties to the City in connection with the representation shall be limited to the amount of malpractice insurance maintained by each Law Firm. The bankruptcy or insolvency of Contractor’s insurer or any denial of liability by Law Firm’s insurer shall not exonerate Law Firm from the liability or responsibility of Law Firm set forth in this Contract. Approval, disapproval or failure to act by City regarding any insurance supplied by Contractor or its subcontractors shall not relieve Law Firm of full responsibility or liability for damages, errors, omissions or accidents as set forth in this Contract. | ||
| 6.11 | Law Firms shall retain all records relating to this Contract for a minimum of 3 years following termination, during which time the City reserves the right to audit such records at its election. Law Firms shall maintain strict confidentiality in the performance of this Contract and shall not disclose any information or documentation related to the subject matter of this Contract without the written approval of the City Attorney. | ||
| 6.12 | The City retains the right to inspect all City client files maintained by each Law Firm in connection with this Contract. The City also retains the right to audit the bills submitted by each Law Firm for a claim for fees, expenses, disbursements or other charges under this Contract. Any such audits shall be conducted at City expense in a manner that does not disrupt the business of such firm. | ||
| 6.13 | Failure by the City to insist in any one or more instances upon performance of any of the terms and conditions of this Contract shall not be construed as a waiver or relinquishment of the future performance of any terms and conditions, and the law firms' obligation with respect to such performance shall continue in full force and effect. | ||
| 6.14 | This Contract (with all referenced Exhibits, attachments, and provisions incorporated by reference) embodies the entire agreement of both parties, superseding all oral or written previous and contemporary agreements between the parties relating to matters set forth in this Contract. Except as otherwise provided elsewhere in this Contract, this Contract cannot be modified without written supplemental agreement executed by both parties. | ||
| 6.15 | This Contract may be executed, including electronically, in one or more counterparts, each of which when so executed shall be deemed to be an original and constitute one and the same instrument. If this Contract is executed in counterparts, then it shall become fully executed only as of the execution of the last such counterpart called for by the terms of this Contract to be executed. | ||
| 6.16 | Pursuant to Section 2271.002, Texas Government Code, the Law Firms hereby (i) represent that they do not boycott Israel, and (ii) subject to or as otherwise required by applicable federal law, including without limitation 50 U.S.C. Section 4607, agrees they will not boycott Israel during the term of the Contract. As used in the immediately preceding sentence, “boycott Israel” shall have the meaning given such term in Section 2271.001, Texas Government Code. | ||
| 6.17 | Law Firms hereby represent that (i) they do not engage in business with Iran, Sudan or any foreign terrorist organization and (ii) are not listed by the Texas Comptroller under Section 2252.153, Texas Government Code, as an entity or company known to have contracts with or provide supplies or services to a foreign terrorist organization. As used in the immediately preceding sentence, “foreign terrorist organization” shall have the meaning given such term in Section 2252.151, Texas Government Code. | ||
| 6.18 | Pursuant to Section 2274.002, Texas Government Code, the Law Firms hereby represent that they (i) do not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (ii) will not discriminate during the term of the contract against a firearm entity or firearm trade association. As used in the immediately preceding sentence, “firearm entity” and firearm trade association” shall have the meanings given such terms in Section 2274.001, Texas Government Code. | ||
| 6.19 | Pursuant to Section 2276.002, Texas Government Code, the Law Firms hereby represent that they (i) do not boycott energy companies; and (ii) will not boycott energy companies during the term of this Contract. As used in the preceding sentence, “boycott energy company” shall have the meanings given such terms in Section 2276.001, Texas Government Code. | ||
| 6.20 | Notwithstanding anything contained herein, the representations and covenants contained in Sections 6.16 – 6.20 shall survive termination of the agreement until the statute of limitations has run. | ||
| 6.21 | A. | Law Firms shall not discriminate against any employee or applicant for employment because of race, age, color, ancestry, national origin, place of birth, religion, sex, sexual orientation, gender identity and expression, military or veteran status, genetic characteristics, or disability unrelated to job performance. Law Firms shall take affirmative action to ensure that applicants are employed and that employees are treated during their employment without regard to their race, age, color, ancestry, national origin, place of birth, religion, sex, sexual orientation, gender identity and expression, military or veteran status, genetic characteristics, or disability unrelated to job performance. This action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection of training, including apprenticeship. Law Firms shall also comply with all applicable requirements of the Americans with Disabilities Act, 42 U.S.C.A. §§12101-12213, as amended. Law Firms agree to post in conspicuous places a notice, available to employees and applicants, setting forth the provisions of this non-discrimination clause. | |
| B. | Law Firms shall, in all solicitations or advertisements for employees placed by or on behalf of Law Firms, state that all qualified applicants will receive consideration for employment without regard to race, age, color, ancestry, national origin, place of birth, religion, sex, sexual orientation, gender identity and expression, military or veteran status, genetic characteristics, or disability unrelated to job performance. | ||
| C. | Law Firms shall furnish all information and reports required by the City Manager or their designee and shall permit the City Manager or their designee to investigate its payrolls and personnel records which pertain to current contracts with City for purposes of ascertaining compliance with this equal employment opportunity clause. | ||
| D. | Law Firms shall file compliance reports with City as may be required by the City Manager or their designee. Compliance reports must be filed within the time, must contain information as to the employment practices, policies, programs, and statistics of Law Firms, and must be in the form that the City Manager or their designee prescribes. | ||
| E. | If Law Firms fails to comply with the equal employment opportunity provisions of this Contract, it is agreed that City at its option may do either or both of the following: | ||
| (1) | Cancel, terminate or suspend this Contract in whole or in part; | ||
| (2) | Declare Law Firms ineligible for further City contracts until it is determined to be in compliance. | ||
| 6.22 | Law Firm shall not sell, assign, transfer or convey its interest or rights in the Contract, or any claim or cause of action related thereto, in whole or in part, without the prior written consent of the City Manager. As an express condition of consent to any assignment, Law Firm shall remain liable for completion of the Contract work in the event of default by the successor contractor or assignee. | ||
| 6.23 | In case any one or more of the provisions contained in this Contract shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Contract, and this Contract shall be considered as if such invalid, illegal, or unenforceable provision had never been contained in this Contract. | ||
| 6.24 | The captions to the various clauses of this Contract are for informational purposes only and shall not alter the substance of the terms and conditions of this Contract. | ||
| 6.25 | This Contract is entered into solely for the benefit of Law Firm and the City. No third-party will be deemed a beneficiary of this Contract, and no third-party will have any right to make any claim or assert any right under this Contract. | ||
| 6.26 | The person or persons signing and executing this Contract on behalf of Law Firm, or representing themselves as signing and executing this Contract on behalf of Law Firm, do hereby warrant and certify that he, she, or they have been duly authorized by Law Firm to execute this Contract on behalf of Law Firm and to validly and legally bind Law Firm to all terms, performances and provisions herein set forth. |
[Remainder of this page left intentionally blank. Signatures appear on the following page.]
EXECUTED as of the ____ day of ___________, 2025, by City, signing by and through its City Manager, duly authorized to execute same by Resolution No. ____________, adopted by the City Council on _____________, 2025, and by Law Firms, acting through their respective duly authorized officials.
| APPROVED AS TO FORM: | CITY OF DALLAS | |
| TAMMY L. PALOMINO | KIMBERLY BIZOR TOLBERT | |
| City Attorney | City Manager |
| BY:__________________________ | BY:__________________________ | ||
| Assistant City Attorney | Assistant City Manager | ||
| DISCLOSURE COUNSEL: |
[Insert Disclosure Counsel Name], [Insert entity type, e.g., “Texas limited liability partnership”]
By:_______________________________
Name: ____________________________
Title:_____________________________
CO-DISCLOSURE COUNSEL:
[Insert Co-Disclosure Counsel Name], [Insert entity type, e.g., “Texas limited liability partnership”]
By:_______________________________
Name: ____________________________
Title:_____________________________
| Disclosure Counsel Contract 2014 - Andrews Kurth LLP and Gonzalez Saggio & Harlan LLP | Page 1 |
| Sample Disclosure Counsel Contract - 2020 | Page 10 |
[Insert Disclosure/ Co-Disclosure Counsel Names] Disclosure Counsel Legal Services Contract
EXHIBIT C
DISCLOSURE COUNSEL AND CO-DISCLOSURE COUNSEL FEES
1. Fees for Disclosure Counsel and Co-Disclosure Counsel Disclosure Counsel Services ("Disclosure Counsel Services") in connection with a proposed sale of City bonds shall be contingent upon the sale and delivery of the City's bonds and shall be payable from bond proceeds or other funds made available by the City. Disclosure Counsel Services shall include, but not be limited to the following in connection with the authorization, issuance, sale or delivery of municipal securities:
reviewing and assisting in the preparation of the preliminary and final official statements and other disclosure documents necessary or appropriate to the issuance;
· analyzing the requirements of SEC Rule 15c2-12, including available exemptions thereof, preparing or reviewing the continuing disclosure agreement and providing advice and assistance to the City in filing its Annual Information Statement and other filings, as necessary, to comply with SEC Rule 15c 2-12(b)(5);
reviewing the City's audited year-end financial statements and obligations and reviewing the City's web site and other publications relating to the City's financial condition and outstanding and proposed bond issues, and presentations to rating agencies as requested by the City;
I
· consulting with and advising City officials and staff, financial advisors, bond counsel, underwriters and underwriters' counsel, as necessary or appropriate regarding their disclosure obligations under federal securities law including attendance at city council meetings and briefings identified as relating to disclosure obligations;
· analyzing and advising City staff on any disclosure issues or regulatory changes arising under federal securities law, including assistance in evaluating the materiality of such issues as well as advising City staff on disclosure requirements to help staff ensure timely and complete disclosures;
· performing due diligence and preparing the SEC 10(b)(5) opinion relating to the disclosure documents, assisting in the performance of any necessary due diligence investigation, including attending city council meetings and briefings or being available for due diligence calls or meetings, as appropriate;
· participating, when requested, in activities associated with presenting information to rating agencies, potential investors, and/or credit enhancement providers relating to legal issues affecting the City's public finance transactions as requested by the City;
· consulting and advising the City regarding compliance with the City's continuing disclosure agreements when advised of facts that may require disclosure, as well as review of filings by the City on EMMA including the City's CAFR, as requested by the City;
· assisting City staff in documenting and updating internal written policies and procedures with respect to disclosure activities, including both initial offering documents and ongoing disclosure obligations as requested by the City.
2. All fees for Disclosure Counsel Services are set forth below:
2.1 Contingent fees for Disclosure Counsel Services for [INSERT Disclosure Counsel name], in connection with a proposed issuance of City’s Bonds shall be: (1) payable at the hourly rates set forth below for Disclosure Counsel Services rendered in connection with a bond issuance, plus (2) an additional bond disclosure opinion fee of $ [INSERT] per $ [INSERT of increment of bonds sold shall be payable for the Rule 10b-5 disclosure opinion rendered by Disclosure Counsel in connection with each issuance of City Bonds.
| Disclosure Counsel | Hourly Rate | ||
| Partners/Of Counsel | $[INSERT] | ||
| Senior Counsel/Senior Associates | $[INSERT] | ||
| Associates/Counsels | $[INSERT] | ||
| Paralegals | $[INSERT] |
2.2 Contingent fees for Co-Disclosure Counsel Services for [INSERT Co-Disclosure Counsel name] in connection with a proposed issuance of City’s Bonds shall be: (1) payable at the hourly rates set forth below for Disclosure Counsel Services rendered in connection with a bond issuance, plus (2) an additional bond disclosure opinion fee of $[INSERT] per $[INSERT] of increment of bonds sold shall be payable for the Rule 10b-5 Disclosure Opinion rendered by Disclosure Counsel in connection with each issuance of City Bonds.
| Disclosure Counsel | Hourly Rate | ||
| Partners/Of Counsel | $[INSERT] | ||
| Senior Counsel/Senior Associates | $[INSERT] | ||
| Associates/Counsels | $[INSERT] | ||
| Paralegals | $[INSERT] |
3. In addition to the above Disclosure Counsel Services, the Law Firms shall be available to provide services at the same hourly rates noted above as directed by the City Attorney that may include similar projects outside of the issuance of bonds such as training for City staff and City Council with respect to disclosure rules, regulations and responsibilities and such other matters listed in the RFQ.
*Note: The split between Disclosure Counsel and Co-Disclosure Counsel’s additional fee per $[INSERT]of increment bonds shall be negotiated between the firms and the total rate submitted must be comparable to the City’s current bond counsel rate but shall not exceed seventy percent ([INSERT]%) of the amount the City currently pays its bond counsel. The current rate for Bond Counsel and Co-Bond counsel is $[INSERT] per $[INSERT] of increment of bonds. Accordingly, the total additional fee for Disclosure Counsel Services shall not exceed [INSERT]% of that amount or $[INSERT]per $[INSERT] of increment of bonds. For example, since the split negotiated between [INSERT Disclosure Counsel name] and [INSERT Co-Disclosure Counsel name] is [INSERT]%/ [INSERT]%, the additional fee per $[INSERT] is limited to approximately $[INSERT]/$ [INSERT]per $[INSERT] of increment of bonds between [INSERT Disclosure Counsel name] and[INSERT Co-Disclosure Counsel name], respectively.
Attachment I Proposed Disclosure Counsel Pricing Structure Page 1
Proposed Disclosure Counsel Pricing Structure Disclosure Counsel – Pricing Structure
ATTACHMENT I
CONFLICT OF INTEREST
| A. | Law Firm and its employees, agents or associates are required to make regular, timely, continual and full disclosures to the City Attorney of all significant outside interests and responsibilities that may give rise to a direct or indirect conflict of interest, including, but not limited to, any and all significant outside interests and responsibilities that could reasonably be expected to impair independence of judgment in Law Firm’s performance of all of the services under this Contract. Such disclosures must be made no later than ten (10) days following the event giving rise to the potential or actual conflict of interest for the duration of the Contract term. A potential or actual conflict of interest exists when commitments and obligations to the City or widely recognized professional norms are likely to be compromised in Law Firm’s performance of its duties under this Contract by the existence of Law Firm’s other professional relationships, contracts, obligations, or commitments. Failure to disclose such a conflict of interest may result in the City’s immediate termination of this Contract by the City Manager. | |
| B. | The following section of the Charter of the City of Dallas shall be one of the conditions, and a part of, the consideration of this Contract, to wit: | |
| “CHAPTER XXII. Sec. 11. FINANCIAL INTEREST OF EMPLOYEE OR OFFICER PROHIBITED - | ||
| (a) | No city official or employee shall have any financial interest, direct or indirect, in any contract with the city, or be financially interested, directly or indirectly, in the sale to the city of any land, materials, supplies or services, except on behalf of the city as a city official or employee. Any violation of this section shall constitute malfeasance in office, and any city official or employee guilty thereof shall thereby forfeit the city official’s or employee’s office or position with the city. Any violation of this section, with knowledge, express or implied, of the person or corporation contracting with the city shall render the contract involved voidable by the city manager or the city council. | |
| (b) | The alleged violations of this section shall be matters to be determined either by the trial board in the case of employees who have the right to appeal to the trial board, and by the city council in the case of other employees. | |
| (c) | The prohibitions of this section shall not apply to the participation by city employees in federally funded housing programs, to the extent permitted by applicable federal or state law. | |
| (d) | This section does not apply to an ownership interest in a mutual or common investment fund that holds securities or other assets unless the person owns more than 10 percent of the value of the fund. | |
| (e) | This section does not apply to non-negotiated, form contracts for general city services or benefits if the city services or benefits are made available to the city official or employee on the same terms that they are made available to the general public. | |
| (f) | This section does not apply to a nominee or member of a city board or commission, including a city appointee to the Dallas Area Rapid Transit Board. A nominee or member of a city board or commission, including a city appointee to the Dallas Area Rapid Transit Board, must comply with any applicable conflict of interest or ethics provisions in the state law and the Dallas City Code.” |
GIFT TO PUBLIC SERVANT
| City may terminate this Contract immediately if Law Firm has offered, or agreed to confer any benefit upon a City employee or official that the City employee or official is prohibited by law from accepting. |
| For purposes of this paragraph, “benefit” means anything reasonably regarded as pecuniary gain or pecuniary advantage, including benefit to any other person in whose welfare the beneficiary has a direct or substantial interest, but does not include a contribution or expenditure made and reported in accordance with law. |
| Notwithstanding any other legal remedies, City may require Law Firm to remove any employee of Law Firm from work with this Contract who has violated the restrictions of this paragraph or any similar state or federal law, and obtain reimbursement for any expenditures made as a result of the improper offer, agreement to confer, or conferring of a benefit to a City employee or official. |
Disclosure Counsel – Attachment I image4.jpg image5.jpg image6.jpg image7.jpg image2.jpeg
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