20-DELIBERATE/ACT ON RES APPROVING PROFESSIONAL SERVICES CONTRACT WITH MCCALL, PARKHURTS & HORTON LLP FOR BOND COUNSEL SERVICES FOR $15,000CITY COUNCIL AGENDA ITEM BRIEFING SHEET
Submittal Date:
Originating Department:
Presented By:
Agenda Item No.:
4-27-2012
Engineering, Planning &
Shawn Napier, P.E. Director of
Council Date:
Development
Engineering, Planning &
20,
5-14-2012
Development
RECOMMENDED MOTION:
Deliberate and act on a resolution approving a professional services contract with McCa11, Parkhurst &
Horton, L.L.P. for Bond Counsel Services in the amount of $15,000.00 for the Texas Water
Development Board's Drinking Water State Revolving Fund loan for project #9424.
POLICY ISSUE(S):
Contract
BACKGROUND:
The City of Paris has submitted an application to the Texas Water Development Board for a Drinking
Water State Revolving Fund loan in the amount of approximately $3.4-million dollars. The loan will be
used to fund 15 water line replacement projects from the City s Capital Improvement Project list (see
attached map). The application deadline is June 25th. The Hayter Engineering has prepared the
previous applications and has qualified the project as a green project. The green project status qualifies
the City for approximately 15% ($510,317.00) loan forgiveness. This reduces the loan amount to
$2,895,000.00. The current interest rate is approximately 2.1
The City of Paris is required to acquire the following professional services in order to get the loan:
Bond Council, Financial Advisar and Engineering Firm.
BOARD/COMMISSION RECOMMENDATION:
EXHIBITS:
Resolution, Contract with addendum & location map
ACTION:
BUDGET INFO:
❑ Financial Report ❑ Minute Order
Expense
$
F-I Department Report ~ Resolution
Budgeted Amt.
$
❑ Presentation ❑ Ordinance
yTD Actual
$
❑ Public Hearing ❑ Other
AName
[
AcEct. Number
FISCAL NOTES:
REVIEWED AND APPROVED BY:
~ Administration E City Clerk E Eng., Planning & Development ❑ EMS/IT ❑ Finance ❑ Fire
❑ Municipal Court ❑ Legal ❑ Library ❑ Police ❑ Public Works ❑ Utilities
City of Paris
Revised 2/04/08
I I A
Draft
RESOLUTION N0.
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PARIS, TEXAS;
APPROVING A PROPOSAL FOR PROFESSIONAL SERVICES WITH MCCALL,
PARKHURST & HORTON, L.L.P., FOR BOND COUNSEL SERVICES
ASSOCIATED WITH CITY'S APPLICATION TO THE TEXAS WATER
DEVELOPMENT BOARD FOR A DRINKING WATER STATE REVOLVING
FUND LOAN. MAKING OTHER FINDINGS AND PROVISIONS RELATED
TO THE SUBJECT; AND DECLARING AN EFFECTIVE DATE.
WHEREAS, the City of Paris is preparing an application to the Texas Water
Development Board for a Drinking Water State Revolving Fund Loan in the amount of
$3,400,000.00 to fund 15 City water line replacement projects designated on the City's
Capital Improvement Project list; and
WHEREAS, the Texas Water Development Board and other State Law requires the
City to hire Bond Counsel Services to advise City and TWDB on preparation and approval of
the certificates of obligations to fund the water line replacement projects for the City; and,
WHEREAS, McCall, Parkhurst & Horton, L.L.P., has submitted a Proposal for
Professional Bond Counsel Services in the base amount of $15,000.00 to assist City with
loan approval process and issuance of debt obligations for the water system improvements,
a copy of which is attached hereto as Exhibit "A".
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
PARIS, TEXAS:
Section 1. That the findings set out in the preamble to this resolution are hereby
in all things approved.
Section 2. That the City Council of the City of Paris, Texas hereby accepts the
Proposal for Professional Bond Counsel Services from McCall, Parkhurst & Horton, L.L.P., to
assist City with the TWDB Loan Approval process and issuance of debt obligation for the
Water System Improvements Project, a copy of which is attached hereto as Exhibit "A".
Section 3. That the City Manager is authorized to negotiate and execute all
documents necessary to accept the Proposal for Professional Services and to proceed with
application for funding through the TWDB.
Section 4. This resolution shall be effective immediately upon passage.
DULY PASSED AND APPROVED this 14th day of May, 2012.
- 1 11'7
Proposal
for
Bond Counsel Services
to
City of Paris,, Texas
EXHIBIT
119
O . LETTER
April 13, 2012
City of Paxis, Texas
Mr. Gene Anderson
P.O. Box 9037
Paris, Texas 75461
Dear Mr. Anderson:
On behalf of McCall, Parkhurst & Horton L.L.P. ("McCall," the "firm," or "us"), I submit
this proposal for bond counsel services to the City of Paris, Texas ("you" or the "City") in response
to the City's Request for Proposals, dated April 5, 2012.
McCall serves as bond counsel to more issuers of tax-exempt debt than any other law ftrm in
the State of Texas or in the Southwestern United States. Accordingly, we serve as bond counsel to
more Texas cities than any other lawyer or law firm. We are consistendy ranked by Thompson
Reuters among the top ten bond counsel firms in the United States, as well as the #1 bond counsel
firm here in Texas.
Fox over 90 years, we have been cominitted to providing Texas political subdivisions with
quality bond counsel services, and we hereby reaffirm our coininitment to provide the City of Paris
with such services to the best of our collective abilities. Investment banks, local and state
government agencies, financial advisors and other professionals rely on us daily to guide them
through the most basic, and the most complicated, financings in the State of Texas and in the
United States. We aYe confident that our level of service to you will be unmatched.
V ery truly yours,
McCall, Parkhurst & Horton L.L.P.
Bv:
Dan S. Culver
Enclosures
- 120 Page I 1
McCall, Parkhurst & Horton L.L.P. ("McCall") has practiced exclusively in the area of public fmance
law since its creation in 1919. The firm's opinion (as to the validity and enforceability of a public entity's debt
obligations and, later, tax exemption) was the first given by a Texas firm accepted in the national securiries
markets. We are the only law firm in Texas, and one of a few law firms nationwide, that specialize solely in
the field of public finance. The firm is composed ot 23 attorneys located in Dallas, San Antonio, and Austin.
McCall is the leading bond counsel in Texas and routinely ranks in the top ten bond counsel firms
nationally. Historically, the firm has served as bond counsel for more issuers of public securities than any
other law firm in the southwestern United States. Our high national ranking is not only an indicarion of the
stature of the firm in the public finance industry, but more importandy, an indication of the depth and
breadth of our practice. We consistently achieve our high rankings by holding ourselves to the highest
standards of technical experrise, professional dedication, client service and ethical responsibility.
McCall represents some of the largest and most sophisricated issuers in the country, including the
Cities of Austin, Dallas and Fort Worth, the Dallas/Fort Worth International Airport, the North Texas
Tollway Authority, the Texas Department of Transportauon, the Texas Water Development Board, the
University of Texas S3-stem, Texas A&M University System, Texas State University System, and many more.
McCall has been a leader in drafting legislation and developing innovative financing techniques in Texas.
The following tables summarize the number of transactions and dollar value of public finance issues
for which McCall has served as bond counsel in recent years:
National and Stat
e Rankingsl
Narional Ranldng
Texas Ranldng
Year
Rank
Par Amount
No. of Issues
Rank
Par Amount
No. of Issues
2011
8
$6,941,800,000
291
1
$6,760,100,000
283
2010
7
$11,467,000,000
360
1
$11,419,300,000
355
2009
5
$9,390,700,000
258
1
$9,206,700,000
230
2008
6
$11,276,400,000
238
1
$11,215,000,000
229
2007
8
$9,221,500,000
292
2
$7,703,400,000
232
2006
5
$10,992,000,000
282
1
$10,961,200,000
271
2005
8
$8,770,900,000
310
1
$8,677,000,000
295
2004
14
$5,080,900,000
250
2
$5,031,800,000
238
2003
10
$6,149,600,000
292
2
$6,113,900,000
264
2002
5
$8,500,400,000
324
1
$8,446,000,000
297
I As reported by Thomson Reuters in its US Municipals Review; excludes private bank placements and remarketing of
variable xate demand obligations.
Page 1 2
2011 Top Ten National Firms by Volumel
Rank
Firm
Par Amount
No. of Issues
1
Orrick Herrington & Sutcliffe LLP
$25,262,300,000
328
2
Hawkins Delafield & Wood LLP ;
$15,535,400,000
259
3
Kutak Rock LLP
$12,969,600,000
219
4
Squire Sanders & Dempsey LLP
$12,594,900,000
196
5
Sidley Austin LLP
$10,872,700,000
60
6
Futbright & Jawoxski LLP
$7,532,000,000
305
7
Nucon Peabody LLP
7,487,300,000
57
8
McCall Patkhurst & Harton LLP
$6,941,SOp,000
291
9
Edwards Wildman Palmer LLP
$5,574,500,000
224
10
Winston & Strawn
$5;422;500 000
11
2010 Top Ten National Firms by Volumel
Rank
Firm
Par Amount
No. of Issues
1
Orrick Hexrington & Sutcliffe LLP
$44,685,900,000
416
2
HawkinsDelafield & Wood LLP
$21,$27,000,000
339
3
Sidley Austin LLP
$15,593,800,000
83
4
Kutak Rock LLP
$15,159,200,000
375
5
Squire Sanders & Dempsey LLP
$13,550,200,000
275
6
Nixon Peabody LLP
$12,960,500,000
54
7
McCall Parkhurst & Horton LLP
$11,467,000,000
360
8
Fulbright & Jaworski LLP
$11;173,000,000
363
9
Edwaxds Angell Palmer & Dodge LLP
$10,045,300,000
281
10
Cha man and Cuder I.I.P
$ 8,106,600,000
603
2009 Top Ten National Firms by Volumel
Rank
Firm
Pax Amount
No. of Issues
1
Oxrick Herrington & Sutcliffe LLP
$54,970,800,000
434
2
Hawkins Delafield 8c Wood LLP
$23,624,200;000
292
3
Sidley Austin LLP
$19,705,100,000
77
4
Squire Sandets & Dempsey LLP
$1 1,326,200,000
229
5
McCall Parkhurst & Horton LLP
$ 9,390,700,000
258
G
Nixon Peabodp LLP
$ 8,994,500,000
69
7
Kutak Rock LLP
$ 8,827,700,000
255
8
Chapman and Cutler LLP
$ 8,730,600,000
5$4
9
Fulbright & Jaworski LLP
$ 8,715,800,000
269
10
Edwazds An ell Palmer & Dod e LLP
$ 7,636,600,000
246
2008 Top Ten National Firms by Volumel
Rank
Firm
Par Amount
No. of Issues
1
Orrick Herrington & Sutcliffe LLP
$34,544,900,000
407
2
Hawkins Delafield & Wood LLP
$25,266,306,000
325
3
Sidley Austin LLP
$19,249,400,000
127
4
Squire Sanders & Dempsey LLP
$11,868;700;000
209
5
Fulbright & Jaworski LLP
$11,582,000,000
262
6
McCall I'arkhunst & Horton LLP
$11,276,400,000
23$
7
Kutak Rock LLP
$11,184,900,000
270
8
Nixon Peabody LI P
$10,19$,3 OO,OOq
76
9
Vinson & Elkins LLP
$10,061,000,000
151
10
Edwards An ell Palmex & Dod e LLP
$ 8,690100,000
221
1 Souxce: Thomson Reuters US Municipals Review.
Page 1 3
2011 Top Five Texas Firms by Volumel
Rank
Firm
Par Amount
1
McCall, Parkhurst & Horton L.L.P.
$6,760,100,000
2
Fulbright & Jawaxski L.L.P.
$ 4,661,500,000
3
Vinson & Elkins LLP
$ 3,629,700,000
4
Andrews Kurth LLP
$ 2,093,200,000
5
Mahomes Bolden PC
$ 1,050,200,000
2010 Top Five Texas Firms by Volume2
Rank
Firm
Par Amount
1
McCall, Parkhurst & Horton L.L.P.
$11,419,300,000
2
N"inson & Elkins LI,P
$ 6,323,900,000
3
Fulbright & Jaworski L.L.P.
$ 6,294,300,000
4
Andrews I.uxth LLP
$ 3,875,700;000
5
West & Associates LLP
$ 1,632,800,000
2009 Top Five Texas Firms bX Volume3
Rank
Firm
Par Amount
1
McCall, Parkhurst & Horton L.L.P.
$9,206,700,000
2
Vinson Rc Ellcins LLP
$ 6,513,300,000
3
Fulbright & Jaworski L.L.P.
$ 6,066,000,000
4
Andrews Kurth LLP
$ 1,943,800,000
5
Bates & Coleman PC
$ 1,542,500,000
2008 Top Five Texas Firms by Volume4
Rank Firm Par Amount
1 McCall, Parkhurst & Horton L.L.P. $11,215,000,000
2 Vinson & Elkins LLP $10,061,000,000
3 Fulbright & Jaworski LLP $ 8,021,300,000
4 Simmons Mahomes $ 2,592,900,000
5 3ndrews Kurth LLP $ 2,515,900,000
I Source: Thomson Reuters, as published in The Bond Buyer on February 14, 2012.
z Source: Thomson Reuters, as published in The Bond Buyer on Februar3- 15, 2011.
3 Source: Thomson Reuters, as published in The Bond Bzryer on February 9, 2010.
4 Souxce: Thomson Reuters, as published in Tbe Bond Buyer on February 10, 2009.
Page 14
TEXAS WATER DEVELOPMENT • ARD EXPERIENCE
McCall, Parkhurst & Horton L.L.P. has served as bond counsel on a large number of transactions
involving the Texas Water Development Board ("TWDB"). In addition to representing the "lAX1DB
itself, our firm has represented many Texas cities, counries, water districts, and authorities in issues
sold to the TWDB. The following table is a list of such issues, limited only to issues sold to the
ZW'DB during the last 5 years:
Issuer Issue Name Amount
Improvement Revenue Bonds, Series 2012
$4,400,000
Authority
' '
124
2012
Guadalupe-Blanco River
Hubbard Texas
'
Combination Tax and Revenue Certificates of Obligation, Series
$1 500 000
' '
2012
Keller Texas
Combinarion Tax and Surplus Revenue Cerrificates of Obligation,
$5,835 000
'
'
Series 2012
North Central Texas
Revenue Bonds, Series 2012
$55500,000
unicial ~Y/ater Authori
M
Parker Counry Special
Utility System Revenue Bonds, Series 2012
$2,000,000
Utili District
Somervell County Water
General Obligation Bonds, Series 2012
$700,000
District
2011
Robert Lee, Texas
Combination Tax and Revenue CO, Series 2011
$758,000
Robstown, Texas
Sewer S stem Revenue Bonds, Series 2011
$2,635,000
San An elo Texas
g '
Combination Tax and Revenue Certificates of Obligation, Series
$120 000 000
' '
2011 B
Trini River Authori
~ ~
Denton Creek Regional Wastewater Treatment System Revenue
$19,465,000
Bonds, Series 2011
Trinity River Authority
Denton Creek Regional Wastewater Treatment System Revenue
$37,765,000
Bonds, Series 2011A
Trinity River Authority
Mountain Creek Regional Wastewater System Revenue Bonds
'
$11,015,000
eries 2011
S
Trini River Authori
Re ional Wastewater S stem Revenue Bonds, Series 2011A
$108,395,000
Trini River Authority
Oak Creek S stem Revenue Bonds, Series 2011
$11,710,000
Trini River Authori
Ten Mile Creek S stem Revenue Bonds, Series 2011
$27,690,000
2010
Texas
Alba
Combination Tax and Surplus Revenue Ceruficates of Obligation,
$1 130 000
' '
,
Series 2009
Alice Texas
Combination Tax and Surplus Revenue Certificates of Obligation,
$2 148 000
' '
'
Series 2010
Bell County Water Control
& Improvement District
Utility System Revenue Bonds, Series 2010
$390,000
No. 2
Colorado River Municipal
State Participation Fund
$455315,000
Water District
Colorado River Municipal
Water System Revenue Bonds, Series 2010
$11,685,000
Water District
Colorado River Municipal
Water System Revenue Bonds, Series 2010A
$11,970,000
Water District
Commerce
Texas
Combination Tax and Revenue Certificates of Obligarion, Series
$2 274 000
,
2010A
Page 15
Issuer Issue Name Amount
Page 16
125
Commerce, Texas
Combination Tax and Revenue Certificates of Obligarion, Series
$466,000
2010B
Texas
Commerce
Combination Tax and Revenue Certificates of Obligation, Series
$3,490,000,
,
2010C
Fort Worth, Texas
Water and Sewer S stem Revenue Bonds, Series 2009
$16,265,000
Fort Worth, Texas
Water and Sewer S stem Revenue Bonds, Series 2010A
$40,000,000
Fort Worth, Texas
Water and Sewer S stem Revenue Bonds, Series 2010B
$28,000,000
Henrietta Texas
Combination Tax and Revenue Certificates of Obligation, Series
$3 250 000
' '
'
2010
Ingram, Texas
Combination Tax and Surplus Revenue Certificates of Obligation,
$837,000
Series 2009
Lamar County Water
Water System Revenue Bonds, Series 2010
$1,385,000
Su 1 District
McAllen
Texas
~~aterworks and Sewer System Improvement Revenue Bonds
'
$39,485,000
,
Series 2009
S
Parker County Special
Water System Revenue Bonds, Series 2010
$3,000,000
UtiliDistrict
Sabinal, Texas
Combination Tax and Revenue Certificates of Obligation, Series
$600,000
2010
Tarrant Regional Water
Water Revenue Bonds, Series 2010A
$17,835,000
District
Tarrant Regional Water
Water Revenue Bonds, Series 2010B
$83,785,000
District
Travis County Water
Control and Improvement
Water and Sewer System Revenue Bonds, Series 2010
$1,775,000
District No. 17
Trini River Authori
Re ional Wastewater S stem Revenue Bonds, Series 2010
$107,180,000
Trini River Authori
Re onal Wastewater S stem Revenue Bonds, Series 2010A
$127,005,000
Trini River Authori
Ten Mile Creek S stem Revenue Bonds, Series 2010
$23,410,000
2009
Alice
Texas
Combination Tax and Surplus Revenue Ceruficates of Obligation,
$4,495,000
,
Series 2009
Anthony, Texas
Combination Tax and Surplus Revenue Cerrificates of Obligation,
$4,000,000
Series 2009A
Brazos River Authori y
Water Su 1 S stem Revenue Bonds, Series 2009
$22,000,000
Dallas, Texas
Waterworks and Sewer S stem Revenue Bonds, Series 2009A
$15,100,000
Dallas, Texas
Waterworks and Sewer S stem Revenue Bonds, Series 2009B
$8,280,000
Dallas, Texas
Waterworks and Sewer S stem Revenue Bonds, Series 2009C
$94,723,000
Del Rio Texas
Combination Tax and Revenue Certificates of Obligation, Series
$10 000 000
' '
'
2009C
Ear
ly, Texas
Combination Tax and Revenue Certificates of Obligation, Series
$6 000 000
' '
2009
Eastland Texas
Combination Tax and Revenue Cerrificates of Obligation, Series
$2 385 000
' '
'
2008B
Edgewood, Texas
Combination Tax and Revenue Certificates of Obligation, Series
$835,000
2009
El Paso County Tornillo
Waterworks & Sewer Svstem Revenue Bonds Series 2008
'
Water Improvement
$130,000
District
Laredo
Texas
Subordinate Waterworks and Sewer System Revenue Bonds
'
$7,500,000
,
Series 2009
S
Merkel Texas
Combination Tax and Watenvorks and Sewer System Surplus
$3 000 000
' '
'
Revenue Certificates of Obliarion, Series 2009
Issuer Issue Name Amount
Page 1
7
.
North Texas Municipal
Water System Revenue Bonds, Series 2009A
$9,930,000
Water District
North Texas Municipal
`~ater SS~stem Revenue Bonds, Series 2009B
$43,980,000
Water District
Sabinal, Texas
Combination Tax and Revenue Refundin Bonds, Series 2009
$130,000
Somervell County Water
General Obligation Bonds, Series 2009A
$1,340,000
District
Somervell Counry Water
General Obligation Bonds, Series 2009B
$9,494,000
District
Somervell County Water
General Obligation Bonds, Series 2009C
$9,367,000
District
Trini River Authority
Re 6onal XVastewater S stem Revenue Bonds, Series 2009
$86,780,000
Trinity River Authority
Denton Creek Regional Wastewater System Revenue Bonds,
$7,760,000
Series 2009
Trinity River Authority
Mountain Creek Regional Wastewater System Revenue Bonds
'
$1,775,000
eries 2009
S
Trini River Authori
Red Oak Creek S stem Revenue Bonds, Series 2009
$8,280,000
2008
Bell County Water Control
& Improvement District
Utility System Revenue Bonds, Series 2008
$1,055,000
No. 2
Buffalo, Texas
Combination Tax and Revenue CO, Series 2008
$3,500,000
Central Harris County
Revenue Bonds, Series 2008
$22,50,000
Water Authori
R
ional
e
Ci
sco, T
exas
Combination Tax and Revenue CO, Series 2008
$2,200,000
Cisco, Texas
Combination Tax and Revenue CO, Series 2008A
$3,000,000
Clarksville, Texas
Combination Tax and Revenue CO, Series 2008
$1,400,000
Commerce, Texas
Combination Tax and Revenue Certificates of Obligation, Series
$2,005,000
2007
Easdand
Texas
Combination Tax and Revenue Cerrificate of Obligarion, Series
$975,000
,
2008-A
Edinbur , Texas
Utili - S stem unior Lien Revenue Bonds, Series 2008
$4,020,000
Laredo Texas
Subordinate Waterworks and Sewer System Revenue Bonds,
$915 000
'
'
Series 2008
Lower Valley Water
Utiliry System Revenue Bonds, Series 2008
$10,245,000
District
Midlothian, Texas
Waterworks and Sewer S stem Revenue Bonds, Series 2008
$25,010,000
Mount Pleasant, Texas
Waterworks and Sewex S stem Revenue Bonds, Series 2008
$24,785,000
North Central Texas
unicial Water Authori
M
Subordinate Revenue Bonds, Series 2008
$565,000
Northeast Texas Municipal
`~ater System Revenue Bonds, Series 2008
$1,550,000
Water District
Paducah Texas
'
Combinauon Tax and Revenue Cerrificates of Obligauon, Series
$945 000
'
2008
Pecos City, Texas
Waterworks and Wastewater System Revenue Bonds' Series
$6,870,000
2008B
Tarrant Regional Water
Revenue Bonds, Series 2008A
$3,135,000
District
Tarrant Regional Water
Revenue Bonds, Series 2008B
$6,755,000
District
Trini • River Authori
Red Oak Creek S stem Revenue Bonds, Series 2008
$24,800,000
Trinity River Authority
Regional Wastewater System Improvement Revenue Bonds
'
$90,000,000
2008
Series
Issuer Issue Name Amount
Page 18
- 127
Woodsboro
Texas i
Combination Tax and Combined Waterworks and Sanitary Sewer
$525
,000
,
Surplus Revenue CO, Series 2008
2007
Brooksmith Special Utility
Waterworks and Sewer System Revenue Bonds, Series 2007
$2,500,000
District
El Paso County Tornillo
Water Improvement
Water and Sewer Revenue Bonds, Series 2007A
$410,000
District
Fort Worth Texas
Water and Sewer System Subordinate Lien Revenue Bonds, Series
$33 560 000
' '
'
2007A
Fort Worth Texas
Water and Sewer System Subardinate Lien Revenue Bonds, Series
$49 865 000
' '
'
2007B
Houston Water Control
and Improvement District
Water System Revenue Bonds, Series 2007
$6,000,000
No. 1
Lamar County Water
Water System Revenue Bonds, Series 2007
$3,180,000
Su 1 District
Lorena Texas
Combination Tax and Revenue Certificates of Obligation, Series
$2 260 000
' '
'
2007
Lower Valley Water
Utility System Revenue Bonds, Series 2007
$20,600,000
District
Marfa, Texas
Waterworks and Wastewater S stem Revenue Bonds, Series 2007
$1,265,000
Travis Co. Water Control
& Improvement District
Water System Revenue Bonds, Series 2007
$3,100,000
No. 17
Trinidad Texas
Combination Tax and Revenue Certificates of Obligation, Series
$250 000
'
'
2007
Trinidad Texas
Combination Tax and Revenue Certificates of Obligation, Series
$400 000
'
'
2007A
Trinity River Authoriry
Denton Creek Regional Wastewater Treatment System Revenue
$47,595,000
Bonds, Series 2007
Trini River Authori
Re 6onal Wastewater System Revenue Bonds, Series 2007
$1201000,000
Trini River Authori
Ten Nfile Creek S stem Revenue Bonds, Series 2007
$46,190,000
2006
Bonham Texas
Combination Tax and Revenue Certificates of Obligation, Series
$7355 000
' '
'
2006
Brown Co. Water
$20,490,000
Improvement District No.
Revenue Bonds, Series 2006
1
Coo er, Texas
Waterworks and Sewer S stem Revenue Bonds, Series 2005
$205,000
DeKalb, Texas
Waterwoxks and Sewer S stem Revenue Bonds, Series 2006
$250,000
Texas
Marlin
Combination Tax and Revenue Certificates of Obligation, Series
$2,255,000
,
2005A
Texas
Marlin
Combination Tax and Revenue Certificates of Obligation, Series
$10,710,000
,
2005B
Texas
Redwater
Combination Tax and Revenue Certificates of Obligarion, Series
$470,000
,
2005
Round Rock, Texas
Utili S stem Revenue Bonds, Series 2006
$12,000,000
Travis Co. Water Control
& Improvement District
Steiner Ranch Defined Area Unlimited Tax Bonds, Series 2006
$5,890,000
No. 17
Issuer Issue Name Amount
Travis Co. Water Control
& Improvement District Water and Sewer System Revenue Refunding Bonds, Series 2005 $6,735,000
No. 17
The above table shows the extensive experience of our firm with issues purchased by the I'WDB.
Each of the attorneys in the firm, particularly Mr. Dan Culver, has represented clients in some of the
issues shown above. See Attachment B for a list of transacrions in which McCall, Parkhurst &
Horton L.L.P. served as Bond Counsel for the TWDB.
Page 19
. OFESSIO , .
The professional staff of McCall, Parkhurst & Horton L.L.P. is composed of 23 active attorneys.
Each and every attorney practices exclusively in the area of public finance. The following table lists
the name, position, locarion and years of experience as an attoxney for each member of the
professional staf£
Name Position Location Z'ears
Experience
Richard C. Porter Partner Dallas 39
G. Charles Kobdish* Partner Dallas 37
Alan H. Raynor Partner Dallas 38
Jeffrey A. Leuschel Parrner Dallas 31
L.E. (Ted) Brizzolara III Partner Dallas 31
Thomas K. Spurgeon Partner San Antonio 30
Dan S. Culver Partner Dallas 26
Carol D. Polumbo* Partner Austin 26
Gregory B. Salinas Partner Austin 22
Mark A. Malveaux Paxtner Dallas 19
Leroy Grawunder, Jr.* Partner Dallas 33
Sara A. Tangen Parmer Dallas 29
Gregory C. Schaecher Partner Dallas 15
Richard S. Donoghue, Jr. Partner Dallas 12
Joe Eckert Partner Dallas 14
Noel Valdez Partner San Antonio 11
J. Bart Fowler* Parmer Austin 13
Stefano Taverna Partner Dallas 9
Jeff Gulbas Associate Dallas 5
Jana M. Edwards Associate Austin 6
Rodolfo Segura Jr Associate Dallas 2
Harold T. Flanagan Of Counsel Dallas 33
Peter M. Tart Of Counsel Dallas 47
Kathy S. CoopeY Legal Asst. San Antonio N/A
Victoria D. DiMaria Le al Asst. Dallas N/A
*Served as Assistant Attorney General of Texas in the Public Finance Division.
Below are the names, titles, office locations and years experience for each of the persons to be
assigned to the City's account:
Name Title Office Location Experience
Dan S. Culver Partner Dallas 26 years
Stefano J. Taverna Partner Dallas 9 ears
Brief resumes for each of the above-listed attorneys follows:
Page 1 10
1 pi a
Dan Culver is a 1985 gYaduate of Southexn
Methodist University School of Law. He joined
McCall, Parkhurst & Horton L.L.P. upon
graduarion from the SMU School of Law, and has
been a partner in the firm since 1991. Dan's
pracrice includes a wide variety of general
governmental issuers, including ciries, counries,
school districts, junior college districts, hospital
districts and special utility districts. In addition, his
practice includes representation of a variety of
regional issuexs, including joint powers agencies
and river authorities, with respect to which Mr.
Culver has provided bond counsel services for both governmental bonds, as well as for private
activity "conduit" issues. His practice in the area of conduit fmancing has included a laYge volume of
sewage and solid waste, dock and wharf and small issue manufacturing projects, as well as
transactions involving 501(c) (3) organizations that use tax-exempt financing for university, primary
and secondary educational facilities. Among other representations, Dan has represented the Texas
Permanent School Fund as disclosure counsel since the initiation of SEC Rule 15c-12 in 1996. Dan
pxovides leadership to the firm with respect to its Yepresentation of governmental issuers as
disclosure counsel, and he frequently represents regional and narional investment banking firms as
underwYiter counsel on negoriated governmental and 501(c) (3) transactions.
Dan has served as Bond Counsel for a broad array of issuers. Representarive clients include Parker
County, Hood County, Johnson County and the Cities of Abbot, Breckenridge, Buffalo, Childxess,
Commerce, EaYly, Longview, Lorena, Marlin, Mart, Navasota, Pantego, Paris, Prosper, Stephenville
and Wills Point. Dan has also served as Bond C ounsel for Arlington ISD, Frenship ISD, Granbury
ISD, Longview ISD, Lovejoy ISD, Midway ISD, Malakoff ISD, New Boston ISD, Palestine ISD,
Paris ISD, Ponder ISD, Quinlan ISD, and San Saba ISD. Other clients include Austin College
(through the Sherman Higher Education Finance AuthoYity), the Texas Municipal Power Agency,
the Lower Colorado River AuthoYity, the Brazos Rivex Authority, the Smith County WateY Control
& Improvement District Number One, the Sabine River Authority and the MatagoYda County
Navigation District Number One.
Additionally, Dan has served as undenvriters counsel and disclosure counsel in connecrion with the
issuance of debt by numerous Texas cities, counties, and school districts, including Collin County,
Tarrant County and Webb County, the Cities of Allen, Carrollton, Colleyville, Denton, Denver City,
Gainesville, Midland, Odessa, Sherman, Tyler and Webster, and Alvarado ISD, Allen ISD, Crosby
ISD, Grape Creek ISD, MaYlin ISD, New Caney ISD and Woodville ISD.
Page 1 11
Stefano Taverna, a partner of the firm, pracrices exclusively in
the area of federal income taxation of tax-exempt and tax-
credit bonds. Stefano provides tax advice to issuexs and
underwriters regarding tax-exempt bond financings involving
new money projects, current and advance refundings, capital
and working capital financings, commercial paper issues, and
pooled bonds. He guides clients with respect to the structuring
of tax-exempt bonds, private activity bonds, qualified school
construction bonds, recovery zone bonds, qualified zone
academy bonds, and other types of tax-cxedit bonds. Stefano
also represents numerous clients before the Internal Revenue
Service in connection with audits of tax-exempt and tax-credit
bonds, Voluntary Compliance Agreements, and other
PrioY to joining the firm, Stefano was a tax attorney at two law fiYms with an established Wall Street
presence. Stefano has sen ed as bond counsel, underwriters' counsel and special tax counsel for
numerous financing transactions throughout the country. Addirionally, Stefano has advised clients
on the federal and state tax aspects of domestic and international hedge fund formations and
operarions, mergers, acquisirions and reorganizations, public and private debt and equity offerings,
and general corporate, parmership and investment issues. Stefano has represented numexous clients
on swap transacrions and has advised tax-exempt entiries with regard to the federal and state tax
implications related to their formation and operarions. Prior to jouung private practice, Stefano
clerked for the Honorable O'C. Wefing, Appellate Division, Superior Court of the State of New
Jersey.
Stefano is a graduate of Rutgexs, the State University of New Jersey (B.A., summa cum laude),
Brooklyn Law School (J.D.) and New York University School of Law (LL.M.). He is admitted in
New York and New Jersey and is a member of the American Bar Association, the New York State
Bar Association, and the National Association of Bond Lawyers. Stefano has been a speaker and
panelist at various events, including panels on public finance and federal tax matters. Stefano is a
contributing editor of Federal Taxation of Municipal Bonds, a treatise published by the National
Association of Bond Lawyers.
131, Page 1 12
admuiistrarive proceedings.
Neither McCall nor any individuals to be assigned to the City's account are suspended, or otherwise
prohibited from professional practice by any federal, state, or local agency. All attorneys of the fitm
are members of the State Bar of Texas and are fully licensed to practice law in Texas. Some
attorneys are licensed to practice law in other jutisdictions as well. McCall maintains a strong
cointnitment to the continuing education of our attorneys and other professional staff in order to
provide the highest level of service to our clients, and to ensure compliance with all licensing
requirements imposed on our attorneys.
Page 1 13
Below is contact information for clients with borrowing needs that are similar to those of the City
who can speak to the firm's abiliries and to the qualifications and experience of the members of the
proposed project team.
Name, Address, Contact, Tide, Phone Numbex
1. City of Commerce, Texas
1119 Alamo Street, Commerce, Texas 75428
Marc Clayton, City Manager (903) 886-1130
2. City of Winfield, Texas
P.O. Box 9$, Winfield, Texas 75493-0098
John Walton, Mayor (903) 285-5239
3. City of Stephenville, Texas
298 West Washington, Stephenville, Texas 76401
Mark Kaiser, Ciry Manager (254) 918-1225
4. Johnson County
2 N. Main Street. Room 312, Cleburne, Texas 76033
Kirk Kirkpatrick, Countq Auditor (817) 556-6305
5. Town of Prosper, Texas
P.O. Box 307, Prosper, Texas 75078
Mike Land, Town Manager (972) 346-2640
133
Page 1 14
[Date]
Mayor and Members of the City Council
City of Paris, Texas
P.O. Box 9037
Paris, Texas 75461
Re: Ciry debt to be sold to the Texas Water. Development Board for the purpose of financing a
water lines replacement project
Ladies and Gendemen:
This letteY is submitted to state our fees and describe the legal serx-ices of the undersigned
law firm in performing the duties of bond counsel for the City of Paris, Texas (the "Ciry") with
reference to the issuance of the debt described above (the "Obligations") and the sale of the
Obligations to the Texas Water Development Board. We understand that the City expects to issue a
series of Obligations through the Texas Water Development Board for the purpose of financing a
water lines replacement project.
A. SCOPE OF ENGAGEMENT
In this engagement, we expect to perform the following duries:
1. Prepare all resolutions, oYdinances and other instruments pursuant to which the
Obligations will be authorized, issued, delivered and secured, in cooperation and upon consultation
with the City Council of the City, its fmancial advisors and other consultants of the City.
2. Attend meetings of the City Council with reference to the authorization and issuance
of the Obligations to the extent required or requested.
3. Cooperate with the City Council and all other intetested parties in the sale of the
Obligations to the Texas Water Development Board.
4. Supervise the execution of the Obligarions, their approval by the Attoxney General
of Texas and registrarion by the Comptroller of Public Accounts of Texas, and the delivery thereof
to the purchaser, the Texas Water Development Board.
5. When so delivered, give our objective approving opinion covering the validity of the
Obligations and the exemption of interest thereon from federal income taxes, it being understood
Page I A-1
that the approving opinion will be fully acceptable nationally in regular commercial investment
banking bond marketing channels.
Our Legal Opuuon will be delivered by us on the date the Obligarions are exchanged for
their purchase price (the "Closing"). The City will be entided to rely on our Legal Opinion.
The Legal Opiruon will be based on facts and law existing as of its date. In rendering our
Legal Opinion, we will rely upon the certified proceedings and other cerrificarions of public officials
and other persons furnished to us without undertaking to verify the same by independent
invesrigation, and we will assume continuing compliance by the City with applicable laws relating to
the Obligations. During the course of this engagement, we will rely on you to provide us with
complete and timely information on all developments pertaining to any aspect of the Obligations
and their security. We understand that you will direct members of your staff and other employees of
the City to cooperate with us in this regard.
Our duries in this engagement are limited to those expressly set foYth above. Unless we are
separately engaged in writing to perform other services, our duties do not include any other services,
including the following:
(1) Preparing requests for tax rulings from the Internal Revenue Service, or no action
letters from the Securities and Exchange Cominission.
(2) Drafting state constitutional or legislative amendments.
(3) Pursuing test cases or other litigation.
(4) Making an investigarion or expressing any view as to the creditworthiness of the City
or the Obligations.
(5) Representing the City in Internal Revenue Service examinations or inquiries, or
Securities and Exchange Cominission investigarions.
(6) Except as described in paragraph 1 above, assisting in the prepararion of, or opuung
on, a continuing disclosure undertaking pertaining to the Obligations or, after
Closing, providing advice concerning any acrions necessary to assuxe compliance
with any continuing disclosure undertaking.
(7) After Closing, providing continuing advice to the City or any other party 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 (e.g., our
engagement does not include rebate calculations for the Obligarions).
(8) Addressing any other matter not specifically set forth above that is not required to
render our Legal Opinion.
~ I t~ Page I A-2
B. ATTORNEY-CLIENT RELATIONSHIP
Upon execurion of this engagement letter, the City will be our client and an attorney-client
relarionship will exist between us. We further assume that all other parties in this transaction
understand that we represent only the City in this transaction, we aYe not counsel to any other party,
and we are not acting as an intermediary among the parries. Our services as bond counsel are
limited to those contracted for in this letter; the City's execution of this engagement letter will
constitute an acknowledgment of those limitations. Our xepresentation of the City will not affect,
however, our responsibility to render an objective Legal Opinion.
Our representation of the City and the attorney-client relationship created by this
engagement letter will be concluded upon issuance of the Obligations. Nevertheless, subsequent to
Closing, we will mail the appropriate Internal Revenue Service Form 8038, prepaYe and distribute to
the participants in the transaction a transcYipt of the proceedings pertaining to the Obligarions.
C. CONFLICTS
As you are awaxe, our firm represents many political subdivisions and investment banking
firms, among others, who do business with political subdivisions. Our firm also repxesents the
Texas Water Development Board in the capacity as bond counsel. It is possible that during the time
that we aYe xepresenting the City, one or more of our present or future clients will have transactions
~vith the Cit~~. It is also possible that we may be asked to represent, in an unrelated matter, one or
more of the entiries involved in the issuance of the Obligations. We do not believe such
representation, if it occuxs, will adversely affect our ability to represent you as pxovided in this letter,
either because such matters will be sufficiently different from the issuance of the Obligations so as
to make such representations not adverse to our representation of you, or because the potential fox
such adversity is remote or minor and outweighed by the considerarion that it is unlikely that advice
given to the other client will be relevant to any aspect of the issuance of the Obligations. Execurion
of this letter will signify the City's consent to ouY xepresentation of others consistent with the
circumstances described in this paragraph.
D. FEES
Based upon: (i) our current understancling of the terms, structure, size and schedule of the
financing represented by the Obligations; (u) the duries we will undertake pursuant to this
engagement letter; (iu) the time we anricipate devoting to the financing; and (iv) the responsibilities
we will assume in connecrion therewith, our fee will be $10,000 for the first $1,000,000 in principal
amount of Obligations sold, plus $2 per $1,000 of Obligations for all principal amounts in excess of
$1,000,000, but with a minimum fee of $15,000. We will be reimbursed for our out-of-pocket
expenses reasonably and necessarily incurred in connecrion with the authorization, issuance, and
delivery of such Obligations, e.g. travel, photocopying, and similar expenses. In addirion, we will
advance for the City and be reimbursed for the Attorney General filing fee, and said fee and
expenses will be payable at the time of the delivery of and payment for the Obligations, but our fees
are wholly contingent upon actual delivery of the Obligations. Fees for lirigarion, and any other
special services not noYmally included in the legal services performed by bond counsel will be
Page I A-3
- 13
negoriated between the City and the undersigned. In the event that Attorney General filing fee is
filed, but the issue does not close, we will be reimbursed for those ad`rances, if we have made them
on behalf of the City. Our fee will be billed after the Closing. If the financing is not consummated,
we understand and agree that we will not be paid, except that we would be reimbursed for the
amount that we have advanced on behalf of the City to pay the Attorney General's review fee.
E. RECORDS
At your request, papers and property furnished by you will be returned promptly upon
Yeceipt of payment for outstanding fees and client charges. Our own files, including lawyer work
product, pertaining to the transacrion will be retained by us. For various reasons, including the
minimization of unnecessary storage expenses, we reserve the right to dispose of any documents or
other materials retained by us after the termuiation of this engagement.
If the foregoing terms are acceptable to you, please so indicate by returning the enclosed
copy of this engagement letter dated and signed by an authorized officer, retauung the original for
your files. We look forward to working with you.
Respectfully yours,
Page I A-4
. . . WATER DEVELOPMENT •ARD ISSUES
Following is a list of recent issues issued by the Texas Water Development Board for which McCall,
Parkhurst & Horton L.L.P. served as bond counsel to the Texas Water Development Board.
Issue Name Princi al
Water Financial Assistance Refundin Bonds, Series 2007A
$118,465,000
2006
Water Financial Assistance Refundin Bonds, Series 2006A
$13,175,000
Water Financial Assistance Refundin Bonds, Series 2005A
$55,675,000
Page I B-1
2011
General Obli ation Bonds Water Financial Assistance Bonds, Series 2011B
$92,255,000
2010
Water Financial Assistance Bonds, Series 2010B ater Infrastructure Fund
$143,225,000
Water Financial Assistance Bonds, Series 2010C State Partici ation Fund
$42,280,000
Water Financial Assistance Bonds, Series 2010D conomicallDistressed Areas Pro am
$32,350,000
2009
ater Financial Assistance Refundin Bonds, Series 2008B
$26,510,000
ater Financial Assistance Refunding Bonds, Series 2008C (Economically Distressed Areas
Pro ram
$34,235,000
Water Financial Assistance Bonds, Series 2009, Sub-Series 2009A (Water Infrastructure
Fund
$144,995,000
'ater Financial Assistance Bonds, Series 2009, Sub-Series 2009B (Water Infrastructure
Fund
$157,240,000
Water Financial Assistance Bonds, Series 2009C-1 and Refundin Bonds, Series 2009C-2
$282,645,000
ater Financial Assistance Refundin Bonds, Series 2009D State Partici ation Pro am
$49,775,000
State Revolving Fund Subordinate Lien Reeenue Bonds, Series 2009, Sub-Series 2009A-1
and State Revolving Fund Subordinate Lien Revenue Refunding Bonds, Series 2009A, Sub-
Series 2009A-2
$257,740,000
Water Financial Assistance Bonds, Series 2009E Water Infrastructure Fund
$101,400,000
Water Financial Assistance Bonds, Series 2009F conomicallDistressed Areas Pro am
$24,540,000
200$
State Revolvin Fund Subordinate Lien Revenue Bonds, Pro ram Series 2008A
$203,050,000
General Obligation Bonds Water Financial Assistance Bonds, Series 2008A (Water
Infrastructure Fund
$112,920,000
State Revolvin Fund Subordinate Lien Revenue Bonds, Pro am Series 2008B
$261,425,000
2007
Water Financial Assistance Refunding Bonds, Series 2007B (Economically Distressed Areas
Pro am
$19,680,000
Water Financial Assistance Bonds, Series 2007C conomicall Distressed Areas Pro am
$24,665,000
ater Financial Assistance Bonds, Series 2007D (AMJ~
$25,000,000
State Revolving Fund Subordinate Lien Revenue Bonds (Variable Rate Refunding), Series
2007A
$309,240,000
State Revolving Fund Subordinate Lien Revenue Bonds (Fixed Rate Refunding) Series
2007B
$211,620,000
2005 _
ater Financial Assistance Bonds Taxable Series 2005B
$155000,000
Water Financial Assistance Refunding Bonds, Series 2005C (Economically Distressed Areas
Pro am
$49,270,000
State Revolving Fund Subardinate Lien Revenue Bonds, (Variable Rate Refunding), Series
2005
$136,055,000
2004
Water Financial Assistance Bonds, Series 2004A
$25,000,000
138
Issue Name
Princi al
Water Financial Assistance and Refundin Bonds, Series 2003C
$70,330,000
Water Financial Assistance Refundin Bonds, Series 2003D State Partici ation Pro am
$1,870,000
Water Financial Assistance Bonds, Series 2002A
$25,000,000
Water Financial Assistance Bonds, Series 2002C conomicallDistressed Areas Pro ram
$23,980,000
V'ater Develo ment Refundin Bonds Series 2001 A
$30,940,000
Page I B-2
3 9
ater Financial Assistance and Refundin Bonds, Series 2004B
$71,530,000
Water Financial Assistance Bonds, Series 2004C conomicallDistressed Areas Pro am
$24,415,000
Water Financial Assistance Bonds, Series 2004D
$60,085,000
ater Financial Assistance and Refundin Bonds 1'axable Series 2004E
$38,820,000
2003
ater Financial Assistance Bonds, Series 2003-A
$25,000,000
ater Financial Assistance Refundin Bonds, Taxable Series 2003B
$50,915,000
2002
Water Financial Assistance and Refundin Bonds, Series 2002B
$98,500,000
Water Financial Assistance Bonds, Series 2002D State Partici ation Pro ram
$20,000,000
Water Financial Assistance Series 2002E
$18,035,000
2001
Water Develo ment Bonds Taxable Series 2001 B
$245,000
Water Financial Assistance Bonds Series 2001 A.conomicallDistressed Areas Pro ram
$25,000,000
Water Financial Assistance Bonds Series 2001 B
$43,725,000
Water Financial Assistance Bonds Series 2001C
$49,840,000
2000
Water Financial Assistance Refundin and Financial Assistance Bonds, Series 2000
$60,000,000
ater Financial Assistance Bonds, Series 2000A
$75,000,000
1999
Water Financial Assistance Series 1999A
$74,735,000
ater Financial Assistance Series 1999B conomicall Distressed Areas Pro am
$243995,000
Water Financial Assistance Series 1999C State Partici ation Proram
$50,000,000
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