2012-051 RES APPROVING PROPOSAL FOR PROFESSIONAL SERVICES WITH MCCALL, PARKHURST & HORTON LLP FOR BOND COUNSEL SERVICES ASSOCIATED WITH CITY'S APPLICATION TO TX WATER DEVELOPMENT BOARD FOR DRINKING WATER STATE REVOLVING FUND LOANRESOLUTION NO. 2012-051
A RESOLUTIOIV 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 DECLARI111G 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 reyuires 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.
ATTEST:
nice Ellis, City Clerk
APPROVED AS TO FORM:
W. Kent McIlyar, ity Attorney
Proposal
for
Bond Counsel Services
to
City Qf Paris,, Tex
April 13, 2012
City of Paris, Texas
Mr. Gene Anderson
P.O. Box 9037
Paris, Texas 75461
Deax Mr. Anderson:
On behalf of McCall, Paxkhurst & 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 firm in
the State of Texas or in the Southwestern United States. Accordi.ngly, we serve as bond counsel to
more Texas cities than any other lawyer or law firm. We are consistently 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.
For over 90 years, we have been conunitted to providing Texas political subdivisions with
quality bond counsel services, and we hereby reaffirm our commitment to provide the City of Paris
with such services to the best of oux collecrive abilities. Investment banks, local and state
government agencies, financial advrisors 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 are confident that our level of service to you will be unmatched.
Very truly yours,
McCall, Paxkhurst & Horton L.L.P.
By:
Dan S. Culver
Enclosures
Page I 1
McCall, Parkhurst & Horton L.L.P. ("McCall") has practiced exclusively in the area of public finance
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 securities
markets. We axe 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 of 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 fixm in the southwestern United States. Our high national ranking is not only an indication 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 dedicarion, client service and ethical responsibility.
McCall represents some of the largest and most sophisticated issuers in the country, including the
Cities of Austin, Dallas and Fort Worth, the Dallas/Fort Worth Internarional Airport, the North Texas
Tollway Authority, the Texas Department of Transportation, the Texas Water Development Board, the
University of Texas System, Texas A&M University System, Texas State Universiry System, and many more.
McCall has been a leader in drafting legislarion and developing innovarive 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:
Narional and State Ranldn sl
Na
tional Ranking
Year
Rank
Par Amount
No. of Issues
2011
8
$6,941,800,000
291
2014
7
$11,467,060,000
360 :
2009
5
$9,390,700,000
258
2008
6
$11,276,400,000
238
2007
8
$9,221,500,000
292
2006
5
$10,992,000,000
282
2005
S
$8,770,900,000
310
2004
14
$5;080,900;000
250 ;
2003
10
$6,149,600,000
292
2002
5 -
$8;500;400,000
3?4
Texas Ranking
ank
Par rlmount
No. of Issues
1
$6,760,100,000
283
1
$1.1;419,30Q,000
355
1
$9,206,700,000
230
1
$11,2151006,00"O
229
2
$7,703,400,000
232
1 `
$10~961,200,Q90 '
271
1
$8,677,000,000
295
2
$5,03~,800~,0',OOx ,
,
238:
2
$6,113,900,000
264
1
' $8~;446,000,000 :
-297,
1 As reported by Thomson Reuters in its US Municipals Review; excludes private bank placements and remarketing of
variable rate demand obligations.
Page 12
2011 To.p Ten National Fir
ms by Volumel
R nk
Firfn
Par Amount
No. of Issues
1
Orrick Herrington & Sutcliffe LLP
$25,262,300,000
328
2
Hamkias Delafield & Waod LLP
$t;~5 400,OQ0
259
3
Kutak Rock LLP
$12,969,600,000
219
4
Squire Sanders & Dempsep LLP
$1~,594,~bQ4000 .
496 .
5
Sidley Austin LLP
$10,872,700,000
60
G
Fuib~'right 8e Jaworski`LLP
,$~;53~U.~0;+0
` 305
7
Nixon Peabody LLP
7,487,300,000
57
8
McCall Parkhuret Horton LLP
241
9
Edwaxds Wildman Palmer LLP
$5,574,500,000
224
10
Winston & Strawn
,454~2`3U0 Q00
11
2010 Top Ten Nariottal Firm
s by Volumel
R ik
Firm
Par Amount
No. of Issues
1
Orrick Herrington & Sutcliffe LLP
$44,685,900,000
416
2
Hawkins.Delafield & Wood ILP
339
3
Sidley Austin LLP
$15,593,800,000
83
4
Kutak Rock LLP
: ~415,~9,A0000
575
5
Squire Sanders & Dempsey LLP
$13,550,200,000
275
G
,
Nixon Peabody_~,LP
_
>:~1~,~9„6Q '
S4
7
McCall Parkhurst & Horton LLP
$11,467,000,000
360
8
Fulbri~ht 8t Jawoxski LLp
$11~1t3,'i~
363 '
9
Edwards Angell Palmer & Dodge LLP
$10,045,300,000
281
10
Cha man arid Cudei UP
: $ $ `1,0b'b00'OOb ;
. '603
2009 Top Ten National Fir
ms by Volume'
Rank
Firm
Par Amount
No. of Issues
1
Orrick Herrington & Sutcliffe LLP
$54,970,800,000
434
2
Hawkins Delafield & Wood LLP
~ ' .
$23,624,ZOO,OOQ
292
3
Siclley Austin LLP
$19,705,100,000
77
4
Squue Sandets & Dexnp§ep LLP
$1~1;3~6;~~,~OOQ
229
5
McCall Parkhurst & Horton LLP
$ 9,390,700,000
256
6
.
Nixon Peabodp,LLP `
, .
8;9945500,000
69,
7
Kutak Rock LLP
$ 8,827,700,000
255
8
Chapmin and Cutler LLP
8;6b0.;000, ,
_'584
9
Fulbright &.Jaworski LLP
$ 8,715,800,000
269
10
Edwazds An Palmer & Do e LLP
_ " $ 7`b36'600000
246
2008 Top Ten National Fir
ms by Volumel
Rank
Firin
Par Amount
No. of Issues
1
Orrick Herrington & Sutcliffe LLP
$34,544,900,000
407
2
Hawkyn's D~lafi`e1d 8~ W~io`c1 LLP. ,
';':$UPQU
3
Sidley Austin LLP
$19,249,400,000
127
4
Sqture Sa~dei~ 8zbem}5sey LLI'
5
Fulbright & iaworski LLP
$11,582,000,000
262
6
McCall I'ar~uist & ~orton •LLY'
°fi~i~ 2,2'1d;~~0~~;
~38
7
Kutak Rock LLP
111,184,900,000
270
8
`,76
9
Vinson & Elkuis LLP
$10,061,000,000
151
10
Edwards PA ez 8c Do e UP
8;89b`100,000:
221'
1 Source: Thomson Reuters US Municipals Review.
Page 13
2011 Top Five Texas Firms bv Volumel
R nk
Firm
Par Amount
1
McCall, Parkhutst & Horton L.L.P.
$6,760,100,000
2
Fulbright'& Jaworski L.L.P.
$ 4,661,500,000
3
Vinson & Elkins LLP
$ 3,629,700,000
4
Andxews Kurth'I.ZI'
$ 2,093,200,Q00
5
Mahomes Bolden PC
$ 1,050,200,000
2010 Top Five Texas Firms bv Volume2
Rank
Firrn
Par Lmount
1
McCall, Parkhurst & Horton L.L.P.
$11,419,300,000
2
Vinson & Ellrins LLP
$ .6;32319001000
3
Fulbright & Jaworski L.L.P.
$ 6,294,300,000
4
Andrews Kurth LLP
$ 3,875,700,q00
5
West & Associates I.LP
$ 1,632,800,000
2009 Top Five Texas Firms by Volume3
Rank
Fiurn
Par Amount
1
McCall, Parkhurst & Horton L.L.P.
$9,206,700,000
2
NTmsori & Elkins 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
Finn
Par Amount
1
McCall, Parkhurst & Horton L.L.P.
$11,215,000,000
2
Vinson & VIkins I,I:;P
; $10,~61,000;000
3
Fulbright & Jaworski LLP
$ 8,021,300,000
4
Sinuiions Aiatioines
$ ~;592,900,U00
5
Andxews Kurth LLP
$ 2,515,900,000
i Source: Thomson Reuters, as published in Tbe Bond Buyer on February 14, 2012.
2 Source: Thomson Reuters, as published in The Bond Buyer on February 15, 2011.
3 Source: T'homson Reuters, as published in The Bond Buyer on February 9, 2010.
4 Source: Thomson Reuters, as published in The Bond Buyer on February 10, 2009.
Page 14
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 TWDB
itself, our firm has represented many Texas cities, counties, 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
"I'VUDB during the last 5 years:
Issuet Issue Name Amount
2012
Guadalupe-Blanco River
General Improvement Revenue Bonds, Series 2012
$4 400 000
Authori
> >
Texas
Hubbard
Combination Tax and Revenue Certificates of Obligation, Series
,
2012
$1,500,00
Keller
Texas
Combination Tax and Surplus Revenue Certificates of Obligation,
,
Series 2012
$5,835,00
North Central Texas
Munici al ~~later Authori
Revenue Bonds Series 2012
'
$5 500 00
> >
Parker County Special
Utilitv District
Utility System Revenue Bonds Series 2012
'
$2 000 000
> >
Somervell County Water
District
TGencral Obligation Bonds, Series 2012
$700 00
,
2011'
Robert Lee, Texas
Combination Tax and Revenue CO, Series 2011
$758,00
Robstown, Texas
Sewer S stem Revenue Bonds, Series 2011
$2,635,000
San Angelo, Texas
Combination Tax and Revenue Certificates of Obligation, Series
$120
000
000
2011B
,
,
Trini River Authori ~
ry ~
Denton Creek Regional Wastewater Treatment System Revenue
$19
465
000
Bonds, Series 2011
,
,
Trini R.iver Authori
ry ~
Denton Creek Regional Wastewater Treatrnent System Revenue
$37
765
000
Bonds, Series 2011A
,
,
Trinity R.iver Authority
Mountain Creek Regional Wastewater System Revenue Bonds,
$11 015 00
Series 2011
> >
Trini River Authori
Re ional Wastewater S stem Revenue Bonds, Series 2011A
$108,395,000
Trini River Authori
Red Oak Creek S stem Revenue Bonds, Series 2011
$11,710,00
Trini River Authori
Ten Mile Creek S stem Revenue Bonds, Series 2011
$27,690,00
,
Alba, Tegas
Combinarion Tas and Surplus Revenue Certificates of Obligation
$1
130
00
Series 2009
,
,
Alice, Texas
Combination Tax and Surplus Revenue Certificates of Obligation,
$2
148
00
Series 2010
,
,
Bell County Water Control
& Improvement District
Utility System Revenue Bonds, Series 2010
$390,00
No. 2
Colorado River Municipal
Water District
State Participation Fund
$45 315 000
> >
Colorado River Municipal
Water District
Water System Revenue Bonds, Series 2010
$11 685 00
> >
Colorado River Municipal
Water District
Water System Revenue Bonds, Series 2010A
$11 970 00
> >
Commerce, Texas
Combinarion Tax and Revenue Certificates of Obligarion, Series
$2
274
00
2010A
,
,
Page 15
Issuet Issue Name Amount
Page 16
Commerce, Texas
Combination Tax and Revenue Certificates of Obligation, Series
$466
00
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, Teaas
Water and Sewer S stem Revenue Bonds, Series 2010A
$40,000,00
Fort Worth, Texas
Water and Sewer S stem Revenue Bonds, Series 2010B
$28,000,000
, Texas
Henrietta
Combinarion Tax and Revenue Cerrificates of Obligarion, Series
$3
250
000
2010
,
,
Ingram, Texas
Combination Tax and Surplus Revenue Cerrificates of Obligarion,
$837
00
Series 2009
,
Lamar County Water
Su 1 District
Water System Revenue Bonds, Series 2010
$1 385 00
> >
McAllen, Texas
Waterworks and Sewer System Improvement Revenue Bonds,
$39
485
00
Series 2009
,
,
Parker County Special
UtiliDistrict
Water System Revenue Bonds, Series 2010
$3,000,000
Sabinal, Texas
Combination Tax and Revenue Certificates of Obligation, Series
$600
00
2010
,
Tarrant Regional Water
District
Water Revenue Bonds, Series 2010A
$17,835,000
Tarrant Regional Water
District
Water Revenue Bonds, Series 2010B
$83,785,000
Travis County Water
Control and Improvement
Water and Sewer System Revenue Bonds, Series 2010
$1>775>000
District No. 17
Triru River Authori
Re ional Wastewater S stem Revenue Bonds, Series 2010
$107,180,000
Trini River Authori
Re ional 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
Combinarion Tax and Surplus Revenue Certificates of Obligation
,
$4
495
00
Series 2009
,
,
Anthony, Texas
Combination Tax and Surplus Revenue Certificates of Obligation
,
$4
000
00
Series 2009A
,
,
Brazos River Authori•
Water Su 1 S stem Revenue Bonds, Series 2009
$22,000,00
Dallas, Texas
Waterworks and Sewer S stem Revenue Bonds, Series 2009A
$15,100,00
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
00
2009C
,
,
Early
, Texas
Combination Tax and Revenue Certificates of Obligation, Series
$6
000
00
2009
,
,
, Texas
Eastland
Combination Tax and Revenue Cerrificates of Obligation, Series
$2
385
00
2008B
,
,
Edgewood, Texas
Combinarion Tax and Revenue Cerrificates of Obligation, Series
$835 000
2009
,
El Paso County Tornillo
Waterworks & Sewer System Revenue Bonds
Series 2008
Water Improvement
,
$130,000
District
Laredo
, Texas
Subordinate Waterworks and Sewer System Revenue Bonds,
$7
500
00
Series 2009
,
,
Merkel, Texas
Combination Tag and Waterworks and Sewer System Surplus
$3
000
000
Revenue Certificates of Ob i tion, Series 2009
,
,
Issuer IeFUP NamP
North Texas Municipal
aav uaa a
Water District
Water System Revenue Bonds Series 2009A
>
$9,930,00
North Texas Municipal
Water District
Water Sj-stem Revenue Bonds Series 2009B
,
$43,980,00
Sabinal, Texas
Combination Tax and Revenue Refundin Bonds, Series 2009
$130,00
Somervell County Water
District
General Obligation Bonds Series 2009A
,
$1,340,00
Somervell County Water
District
General Obligation Bonds Series 2009B
>
$9,494,00
Somervell County Water
District
General Obligation Bonds Series 2009C
~
,367
F$9,OOC
Trini River Authori•
Re ional NVastewater S stem Revenue Bonds, Series 2009
$86,780,000
Trinity River Authority
Denton Creek Regional Wastewater System Revenue Bonds,
Series 2009
$7,760,00
Trinity R.iver Authoriry
Mountain Creek Regional Wastewater System Revenue Bonds,
Series 2009
$1,775,000
Trini River Authori
Red Oak Creek S stem Revenue Bonds, Series 2009
"
$8,280,0001
2008
Bell Counry Water Control
& Improvement District
Utility System Revenue Bonds, Series 2008
$1,055
00
No. 2
,
Buffalo, Texas
Combination Tax and Revenue CO, Series 2008
$3,500,00
Central Harris County
Re 'onal Water Authori
Revenue Bonds Series 2008
'
$22,50,00
Cisco, Texas
Combination Tax and Revenue CO, Series 2008
$2,200,00
Cisco, Texas
Combination Tax and Revenue CO, Series 2008A
$3,000,00
Clarksville, Texas
Combination Tax and Revenue CO, Series 2008
$1,400,00
Commerce
Texas
Combinarion Tax and Revenue Certificates of Obligation, Series
,
2007
$2,005,000
Eastland
Texas
Comb
nation Tax and Revenue Certificate of Obligarion
Series
I
,
,
'Nflno
A
@mM nnn
Page 17
Issuer Tea,lp Nn.,,o . _
Woodsborq Texas
i
- - -
Combination Taic and Combined Waterworks and Sanitary Sewer
n,JL..,..UL
Surplus Revenue CO, Series 2008
$525,00
.
Lyv`~J"'~LL~ ur'-"` -L11`y
District
Waterworks and Sewer System Revenue Bonds, Series 2007
$2,500,0(
El Paso County Tornillo
Water Improvement
Water and Sewer Revenue Bonds, Series 2007A
$410,Oa
District
Fort Worth
Texas
Water and Sewer System Subordinate Lien Revenue Bonds, Series
,
2007A
$33,560,00
Fort Worth, Texas
Water and Sewer System Subordinate Lien Revenue Bonds, Series
$49
865
00
2007B
,
,
Houston Water Control
and Itnprovement District
Water System Revenue Bonds, Series 2007
$6,000,001
No. 1
Lamar County Water
Su 1 District
Water System Revenue Bonds Series 2007
>
$3,180,00(
Texas
Lorena
Combination Tax and Revenue Certificates of Obligation, Series
,
2007
$2,260,00(
Lower Valley Water
District
Utility System Revenue Bonds Series 2007
,
$20,600,00C
Marfa, Texas
Waterworks and Wastewater S stem Revenue Bonds, Series 2007
$1,265,OOC
Travis Co. Water Control
& Improvement District
Water System Revenue Bonds, Series 2007
$3,100,000
No. 17
Trinidad
Texas
Combinarion Tax and Revenue Certificates of Obligation, Series
,
2007
$250,000
Trinidad
Texas
Combination Tax and Revenue Certificates of Obligation, Series
,
2007A
$400,000
Trinity River Authority
Denton Creek Regional Wastewater Treatment System Revenue
Bonds, Series 2007
$47,595,000
Trini River Authori
Re ional Wastewater S stem Revenue Bonds, Series 2007
$120,000,000
Trini River Authori
Ten Mile Creek S stem Revenue Bonds, Series 2007
$46,190,000
2006
Bonham, Texas Combination Tax and Revenue Certificates of Obligation, Ser ies
2006
355
000
$7
>
,
Brown Co. Water
Improvement District No.
Revenue Bonds, Series 2006
$20,490,00
1
Coo er, Texas
Waterworks and Sewer S stem Revenue Bonds, Series 2005
$205,00
DeKalb, Texas
Waterworks and Sewer S stem Revenue Bonds, Series 2006
$250,000
Marlin Texas
Combination Tax and Revenue Cerrificates of Obligarion, Series
'
2005A
$2,255,00
Marlin
Texas
Combination Tax and Revenue Certificates of Obligation, Series
,
2005B
$10,710,00
Redwater
Texas
Combination Tax and Revenue Certificates of Obligation, Series
,
2005
$470,00
Round Rock, Texas
Utili S stem Revenue Bonds, Series 2006
$12,000,00
Travis Co. Water Control
& Improvement District
Steiner Ranch Defined Area Unlimited Tax Bonds, Series 2006
$5,890,000
No. 17
Page 18
Issuer
Issue Name A,,,.,,,.,*
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 T'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 transactions in which McCall, Parkhurst &
Horton L.L.P. served as Bond Counsel for the T'WDB.
Page 19
The professional staff of McCall, Parkhurst & Horton L.L.P. is composed of 23 active attorneys.
Each and every attorney pracrices exclusively in the area of public finance. The following table lists
the name, position, location and y ears of experience as an attorney for each member of the
professional staff:
Name
Position
Location
1'ears
Ex~erience
Richard C. Portex
Partnex
Dallas
39
G. Charles Kobdish*
Partner
Dallas
37
Alan H. Raynor
Partner
Dallas
38
Jeffrey A. Leuschel
Parmer
Dallas
31
L.E. (Ted) Brizzolara III
Partner
Dallas
31
Thomas k- Spurgeon
v.
Partnet
Sank:A.ritqnio
30
Dan S. Culver
Partner
Dallas
26
Caro115. Polumbo*
Partner
AiAtin
26
Gregory B. Salinas
Partner
Austin
22
Mark A, Malveaux
Partner
Dallas
19
Leroy Grawunder, Jr.*
Partner
Dallas
33
Sara #Y: Tangen
Parmer
Da1'las
29
Gregory C. Schaecher
Partner
Dallas
15
Richard 9: Donoghue, Jr.
Partner
Da11as
12
Joe Eckert
Partner
Dallas
14
Noel V'aidez
Parnier
San Antbnio
11
J. Bart Fowler*
Partner
Austin
13
Stefano Taverna
Partner
Da.llas
9
Jeff Gulbas
J
Associate
Dallas
5
Jana N1:
Edwards
Associate
A:ust'tn
6_
Rodolfo Segura Jr
Associate
Dallas
2
HaxoldrT. Fla:nagan
Of Counsel
Dallas
33
Peter M. Tart
Of Counsel
Dallas
47
Kathy S. Gooper
Lega1 Asst.
San Aritonio
N/A
Victoria D. DiMaria
Legal 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 years
Brief resumes for each of the above-listed attorneys follows:
Page 110
Dan Culver is a 1985 graduate of Southern
Methodist University School of Law. He joined
McCall, Parkhurst & Horton L.L.P. upon
graduation from the SMU School of Law, and has
been a partner in the firm since 1991. Dan's
practice includes a wide variety of general
governmental issuers, including cities, counties,
school districts, junior college distticts, hospital
districts and special utility districts. In addition, his
practice includes representation of a variety of
regional issuets, 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 financing has included a large 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 univexsity, 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
provides leadership to the firm with respect to its representation of governmental issuers as
disclosure counsel, and he frequently represents regional and nationa.l investment banking firms as
underwriter counsel on negotiated governmental and 501(c)(3) transactions.
Dan has served as Bond Counsel for a broad array of issuers. Representative clients include Parker
County, Hood County, Johnson County and the Ciries of Abbot, Breckenridge, Buffalo, Childress,
Commerce, Early, Longview, Lorena, Marlin, Maxt, Navasota, Pantego, Paris, Prosper, Stephenville
and Wills Point. Dan has also served as Bond Counsel for Arli.ngton 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 Authority), the Texas Municipal Power Agency,
the Lower Colorado River Authority, the Brazos River Authority, the Smith County Water Control
& Improvement District Number One, the Sabine River Authority and the Matagorda County
Navigation District Number One.
Addirionally, Dan has served as underwriters 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, Marlin ISD, New Caney ISD and Woodville ISD.
Page 111
Stefano Taverna, a partner of the firm, practices exclusively in
the area of federal income taxation of tax-exempt and tax-
credit bonds. Stefano provides ta.x advice to issuers and
underwriters regaxding tax-exempt bond financings involving
new money projects, current and advance refundings, capital
and woxking 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 ta.x-credit 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
Prior to joining the firm, Stefano was a tax attorney at two law fu7ns with an established Wall Street
presence. Stefano has serc 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
operations, mergers, acquisitions and reorganizations, public and private debt and equity offerings,
and general corporate, partnership and investment issues. Stefano has represented numerous clients
on swap transactions and has advised tax-exempt entities with regard to the federal and state tax
implications related to their formation and operations. Prior to joining 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 Rutgers, the State University of New Jersey (B.A., summa cum laude),
Brooklyn Law School Q.D.) and New Yoxk 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 vaxious 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.
Page 112
administrative 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 firm
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 jurisdictions as well. McCall maintains a strong
commitment to the continuing educarion 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 113
Below is contact informarion for clients with borrowing needs that are similar to those of the City
who can speak to the firm's abilities and to the qualifications and experience of the members of the
proposed project team.
Name. Address. ContactTitle, Phone Number
1• City of Commerce, Texas
1119 Alamo Street, Commerce, Texas 75428
Marc Clayton, City Manager (903) 886-1130
2• City of WinfieTexas
P.O. Box 98, Winfielcl;,Texas:`75493,`.r0098<.
John Walton; .1Vlapor (90))`285=~39'
3. City of Stephenville, Texas
298 West Washington, Stephenville, Texas 76401
Maxk Kaiser, Ciry Manager (254) 918-1225
4. johnson 4County.:: .
2 N. Main Street Room 312; Cl6Uiirne, Texas 7603
Kirk Kirkpatrick, Countp :Auditor '(81) `556=6305
5. Town of Prosper, Texas
P.O. Box 307, Prosper, Texas 75078
Mike Land, Town Mana er 972) 346-2640
Page 114
[Date]
Mayor and Members of the Ciry Council
City of Paris, Texas
P.O. Box 9037
Paris, Texas 75461
Re: City debt to be sold to the Texas Water Development Board for the purpose of financing a
water lines replacement project
Ladies and Gendemen:
This letter is submitted to state our fees and describe the legal services of the undersigned
law firm in perfonning the duries of bond counsel for the City of Paris, Texas (the "City") with
reference to the issuance of the debt described above (the "Obligations") and the sale of the
Obhgations to the Texas Water Development Board. We understand that the City expects to issue a
series of Obhgations 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 duties:
1. Prepare all resolutions, ordinances and otheY 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 financial advisors and other consultants of the City.
2. Attend meetings of the City Council with reference to the authorizarion and issuance
of the Obhgations to the extent required or requested.
3. Cooperate with the Citp Council and all othex interested parties in the sale of the
Obhgations to the Texas Water Development Board.
4. Supervise the execution of the Obligations, their approval bj> the Attorney 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
Obhgations 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 narionally in regular commercial investment
banking bond marketing channels.
Our Legal Opinion will be delivered by us on the date the Obligations are exchanged for
their purchase price (the "Closing"). The City will be enritled to rely on our Legal Opinion.
The Legal Opinion 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 certifications of public officials
and other persons furnished to us without undertaking to verify the same by independent
investigarion, 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 duties in this engagement are limited to those expressly set forth 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 Comtnission.
(2) Drafting state constitutional or legislative amendments.
(3) Pursuing test cases or other litigation.
(4) Making an invesrigation or expressing any view as to the creditworthiness of the City
or the Obligations.
(5) Representing the City in Intemal Revenue Service examinations or inquiries, or
Securities and Exchange Comnussion investigations.
(6) Except as described in paragraph 1 above, assisting in the preparation of, ox opining
on, a continuiug disclosure undertaking pertaining to the Obligations or, aftex
Closing, providing advice conceming any actions necessary to assure 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 Obligations).
(8) Addressing any other matter not specifically set forth above that is not required to
render our Legal Opinion.
Page I A-2
B. ATTORNEY-CLIENT RELATIONSHIP
Upon execution of this engagement letter, the City will be our client and an attorney-client
relationship will exist between us. We further assume that all other parties in this transaction
understand that we represent only the City in this transacrion, we are not counsel to any other party,
and we are not acting as an intermediary among the parties. Our services as bond counsel are
limited to those contracted for in this letter; the City's execurion of this engagement letter will
constitute an acknowledgment of those limitations. Our representarion of the City will not affect,
however, our responsibility to render an objecrive Legal Opinion.
Our representation of the City and the attorney-client relationship created by th.is
engagement letter will be concluded upon issuance of the Obligations. Nevertheless, subsequent to
Closing, we will mail the appropriate Intemal Revenue Service Form 8038, prepare and distribute to
the participants in the transaction a transcript of the pxoceedings pertaining to the Obligations.
C. CONFLICTS
As you are aware, our finn represents many political subdivisions and investtnent banking
firms, among others, who do business with political subdivisions. Our firm also represents the
Texas Water Development Board in the capacity as bond counsel. It is possible that duri.ng the tiine
that we are representing the City, one or more of our present or future clients will have transactions
with the City. It is also possible that we may be asked to represent, in an unrelated matter, one or
more of the entities involved in the issuance of the Obligations. We do not believe such
representa.rion, if it occurs, will adversely affect our ability to represent you as provided 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, ot because the potential for
such adversity is remote or minor and outweighed by the consideration that it is unlikely that advice
given to the other client will be relevant to any aspect of the issuance of the Obligations. Execution
of tliis letter will signify the City's consent to our representation of others consistent with the
circumstances described in tlus paragraph.
D. FEES
Based upon: (i) our current understanding of the terms, structure, size and schedule of the
finaricing represented by the Obligations; (u) the duties we will undertake putsuant to this
engagement letter; (iu) the time we anticipate devoting to the financing; and (iv) the responsibilities
we will assume in connection 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 reimbutsed for our out-of-pocket
expenses reasonably and necessaxily incurred in connection with the authoxization, issuance, and
delivery of such Obligations, e.g. travel, photocopying, and similar expenses. In addition, 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 litigation, and any other
special services not normally included in the legal services pexformed by bond counsel will be
Page I A-3
negotiated between the City and the undersigned. In the event that Attorney General filing fee is
ftled, but the issue does not close, we will be reimbursed for those advances, if we have made them
on behalf of the City. Our fee will be billed after the Closing. If the financing is not consuxnmated,
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 prompdy upon
receipt of payment for outstanding fees and client charges. Our own files, including lawyer work
product, pertaining to the transaction will be retained by us. For various reasons, including the
minimi7ation of unnecessary storage expenses, we reserve the right to dispose of any documents or
other materials retained by us after the tertninarion 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, retaining the original for
your ftles. We look forward to working with you.
Respectfully yours,
Page I A-4
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 Boaxd.
Issue Name Princi al
,
.
. . ,
. . : - ~0~1 _ .r . _
General Ob i rion Bonds Water Financial Assistance Bonds, Series 2011B $92,255,00
n
ater Financial Assistance Bonds, Series 2010B ater Infrastructure Fund $143,225,00
ater Financial Assistance Bonds, Series 2010C State Partici ation Fun $42,280,00
ater Financial Assistance Bonds, Series 2010D conomicallDistressed Areas Pro am $32,350,00
. .
. .
, .
ater Financial Assistance Refundin Bonds, Series 2008B $26,510,00
ater Financial Assistance Refunding Bonds, Series 2008C (Economically Distressed Areas $34,235,00
Financial Assistance Bonds, Series 2009, Sub-Series 2009A (Water Infrastructure $1
ater Financial Assistance Bonds, Series 2009, Sub-Series 2009B (Water Infrastructure $157
ater 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 Revenue 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
ater Financial Assistance Bonds, Series 2009E ater Infrastructure Fund
$101,400,000
ater Financial Assistance Bonds, Series 2009F conomicallDistressed Areas Pro am
$24,540,00
2008 ;
q
State Revolvin Fund Subordinate Lien Revenue Bonds, Pro am Series 2008A
$203,050,00
General Obligarion Bonds Water Financial Assistance Bonds, Series 2008A (Water
Infrastructure Fund
$112,920,00
State Revolvin Fund Subordinate Lien Revenue Bonds, Pro am Series 2008B
$261,425,00
. , ,
ater Financial Assistance Refundin Bonds, Series 2007A
$118,465,00
ater Financial Assistance Refunding Bonds, Series 2007B (Economically Distressed Areas
Pro am
$19,680,00
ater Financial Assistance Bonds, Series 2007C conomicallDistressed Areas Pro am
$24,665,00
ater Financial Assistance Bonds, Series 2007D (AlyM
$25,000,00
State Revolving Fund Subordinate Lien Revenue Bonds (Variable Rate Refunding), Series
2007A
$309,240,00
State Revolving Fund Subordinate Lien Revenue Bonds (Fixed Rate Refunding) Series
2007B
$211,620,00
W;20D6,;.
ater Financial Assistance Refundui Bonds, Series 2006A
$13>175>00
- , •.4.:., _
ater Financial Assistance Refundin Bonds, Series 2005A
$55,675,00
ater Financial Assistance Bonds Taxable Series 2005B
$15,000,00
Water Financial Assistance Refunding Bonds, Series 2005C (Economically Distressed Areas
Pro am
$49,270,00
State Revolving Fund Subordinate Lien Revenue Bonds, (Variable Rate Refunding), Series
2005
$136,055,000
2004 ~
. . -
ater Financial Assistance Bonds, Series 2004A
$25,000,000
Page I B-1
Issue Name
U«. ,.1
ater Financial Assistance and Refundin Bonds, Series 2004B
$71,530,000
ater Financial Assistance Bonds, Series 2004C conomicallDistressed Areas Pro am
$24,415,000
ater Financial Assistance Bonds, Series 2004D
$60,085,00
ater Financial Assistance and Refundin Bonds Taxable Series 2004E
$38,820,00
20~13;
. , _ _ . . .
~
ater Financial Assistance Bonds, Series 2003-A
$25,000,00
ater Financial Assistance Refundin Bonds, Taxable Series 2003B
$50,915,00
Water Financial Assistance and Refundin Bonds, Series 2003C
$70,330,00
ater Financial Assistance Refundin Bonds, Series 2003D State Partici ation Pro am
$1,870,000
i uruz - l
Water ruiancial Assistance Bonds, Series 2002A
$25,000,00
ater Financial Assistance and Refundin Bonds, Series 2002B
$98,500,00
W'ater Financial Assistance Bonds, Series 2002C conomicall Distressed Areas Pro am
$23,980,00
ater Financial Assistance Bonds, Series 2002D State Partici ation Pro am
$20,000,00
ater Financial Assistance Series 2002E
, .
$18,035,000
Page I B-2
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