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WHER.EAS, The professional services provider (the "Pravider) mentioned in this ordinance
is being selected as the most highly qualified on the basis of its demonstrated competence and
qualifications to perform the praposed professional services; and
WHEREAS, The fees under the proposed contract are fair and reasonable and are consistent
with and nat higher than the recommended practices and fees published by the professional
associations applicable to the Provider's profession and such fees do not exceed the maximum
provided by law; NOW, THEREFORE,
• • • � • ' : •'!•
SECTION 1. That the City Manager is hereby authorized to enter into a professional service
contract with McCall, Parkhurst and Horton, LLP (66MPH99), to pravide professional Bond Counsel
services far the City of Denton, a copy of which is attached hereto and incarparated by reference
herein.
SECTION 2. The City Manager is authorized to expend funds as required by the attached
contract,
SECTION 3. The City Council of the City of Denton, Texas hereby expressly delegates the
authority to take any actions that may be required or permitted to be performed by the City of Dentan
under File 6254 ta the City Manager of the City of Denton, Texas, or his designee.
SECTION 4. The findings in the preamble of this ordinance are incorporated herein by
reference.
SECTION 5. This ordinance shall become effective immediately upon its passage and
approval.�
PASSED AND APPROVED this the .�„� � day of �, r��, 2016.
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CHRIS WATTS, I'w���'OR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY,
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BY: � �, . � w.� �
.�I't�� �VED ,� �'�) LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
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STATE OF TEXAS §
COUNTY OF DENTON §
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This CONTRACT, rnade and entered into this the �_,.a_ �i;�y c� u����y��� ���� �[�I f�,
by and between McCall, Parkhurst & Horton, LLP, 717 �r���� H��-wc�c�d, �ir�th �'i�c��•, ��11��,
Texas 75201-6587, hereinafter referred to as "Consultant", and the City of Denton, a Texas
municipal corporation, 215 East McKinney, Denton, Texas 76201, hereinafter referred to as
"Cit}�'.
WITNESSETH
WHEREAS, City finds it necessary to employ outside legal counsel to perform
professional legal services regarding issuance of bonds and other debt obligations (the "Bonds")
for the City of Denton.
WHEREAS, Consultant is willing to perform such services in a professional manner as an
independent contractor; and
WHEREAS, City desires to engage Consultant to render the professional services in
connection therewith, and Consultant is willing to provide such services;
NOW, THEREFORE, in consideration of the promises and mutual obligations herein, the
parties hereto do hereby mutually AGREE as follows:
SCOPE OF ENGAGEMENT
Generally, Cvnsultant will perform all usual and necessary legal services as Bond Counsel
in connection with the authorization, issuance, and delivery of the Bonds as authorized and
requested by City. Specifically, Consultant will prepare and direct the legal proceedings and
perform the other necessary legal services with reference to the authorization, issuance and
delivery of the Bonds, including the following:
1. Prepare all resolutions, ordinances, and other instruments pursuant to which the
Bonds will be authorized, issued, delivered and secured, including election
proceedings, if necessary, in cooperation and upon consultation with the City
Council, their cansultants, and other legal and fmancial advisors and consultants of
City.
2. Attend meetings of the City Council with reference to the authorization and
issuance ofthe Bonds to the extent required or requested.
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3, Cooperate with the City Council and aIl other interested parties in the sale of the
Bonds to the purchasers, and review bond purchase agreements.
4. Review those sections of any official staiement to be disseminated in connection
with the sale of the Bonds which describe the Bonds, the resolution or ordinance
pursuant to which they will be issued and the tax-exempt treatment ofthe interest
on the Bonds for purposes of federal income taxation.
5. If requested, assist City in presenting information to bond rating organizations and
providers of credit enhancement relating to tegai issues affecting the issuance of
the Bonds.
6. Submit the Bond transcript to the Public Finance Division ofthe Attorney General's
office and obtain all necessary approvals,
7. Supervise the execution of the Bonds and the delivery thereof to the purchasers.
8, When so delivered, give Consultant's approving opinion covering the validity of
the Bonds and the exemption of interest thereon from federal income taxes, it being
understood that the approving opinion will be fully acceptable nationally in regular
commercial investment banking bond marketing channels.
Consultant services as Bond Counsel do not include any responsibility for investigating the
fmancial condition and affairs of City. Consultant's approving legal opinion as Bond Counsel
will contain a paragraph substantially to the effect that ConsuItant has acted as Bond Counsel for
City for the sole purpose of rendering an opinion with respect to the legality and validity of the
Bonds under the Constitution and laws of the State of Texas, and with respect to the exemption of
the interest on the Bonds from federal income taxes, and for no other reason or purpose. The
paragraph will also disclose that Consultant has not been requested to investigate or verify, and
have not investigated or verified, any records, data, or other material relating to the financial
condition or capabilities of City, and has not assumed any responsibility with respect thereto.
ATTORNEY-CLIENT RELATIONSHIP
Upon execution of this engagement letter, City will be Consultant's client and an attarney-
client relationship will exist between City and Consultant. Consultant further assume that all other
parties in a Bond transaction understand that Consultant represents only City in the transaction,
Consultant is not counsel to any other party, and Consultant is not acting as an intermediary among
the parties. Consvltant services as Bond Counsel are limited to those contracted for in this Contract;
City's execution of this Contract will constitute an acknowledgment of those limitations.
Consultant's representation of City wilI not affect, however, Consultant's responsibility to render
an objective bond approving opinion described in paragraph 7 above.
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INDEMNITY AND INDEPENDENT CONTRACTOR RELATIONSHIP
Consultant shalt perform all services as an independent contractor not under the direct
supervision and control of City. Nothing herein shall be construed as creating a relationship of
employer and employee between the parties. City and Consultant agree to cooperate in the
defense of any claims, actions, suits, or proceedings of any kind braught by a third party which
may result from or directly or indirectly arise from any negligence andlor errors or omissions on
the part of Consultant, or from any breach of Consultant's obligations under this Contract. In the
event any litigation or claim is brought under this Contract in which City is joined as a party,
Consultant shall provide suitable counsel to defend City and Consultant against such claim;
provided however, that City shalI have the right to proceed with competent connsel of its own
choosing. Consultant agrees to defend, indemnify and hold harmless City and all of its officers,
attorneys, agents, servants, and employees against any and all such claims to the extent not
otherwise covered by Consultant's professional liability policy. Consultant agrees to pay alI
expenses, including but not Iimited to attorney fees, and satisfy al) judgments that arise under such
third party claims, but are not otherwise satisfied by Consultant's professional liability insurance
policy. Nothing herein constitutes a waiver of any rights or remedies City may have to pursue
under either law or equity, including, without limitation, a cause ofaction for specific performance
or for damages, a loss to City resulting from Consultant's negligent errors or omissions, or breach
of contract, and all such rights and remedies are expressIy reserved.
Consultant shall maintain and shall be caused to be in force at all times during the term of
this Contract, a legally binding policy of professional liability insurance, issued by an insurance
carrier approved to do business in the State of Texas by the State Insurance Commission, which
carrier must be rated by Best Rated Carriers, with a rating of "A" or higher. Such coverage shall
cover any claim hereunder occasioned by Consultant's negligent professional act and/or error or
omission, in an amount not less than $500,000 combined singie limit coverage occurrence. In the
event of change or cancellation of the policy by the insurer, Consultant hereby covenants to
immediately advise City thereo� and in such event, Consultant shall, prior to the effective date of
change or cancellation, serve a substitute pvlicy furnishing the same coverage to City. Consultant
shall provide a copy of such policy and the declazations page of the existing policy to City through
its City Attorney, simultaneausly with the execution of this Contract.
FIRM NOT A MUNICIPAL ADVISOR
As a consequence of the adoption of Rule 15Ba1-1 pursuant to the Securities Exchange
Act of 1934 (the "Municipal Advisor Rule"), which has been promulgated by the Securities and
Exchange Commission as a result of the enactment of the Dodd-Frank Wall Street Reform and
Consumer Protection Act (the "Dodd-Frank Act"), Consultant hereby informs City that Consultant
is not a"Municipal Advisor" within the meaning ofthe Municipal Advisor Rule or the Dodd-Frank
Act (collectively, the "MA Rule"). In the course of performing Consultant's services as Bond
Counsel in a transaction, Consultant may engage in analysis, discussion, negotiation, and advice
to City regarding the legai ramifications of the structure, timing, terms, and other provisions of the
financial transaction that culminates with the planned issuance ofthe Bonds, and such services and
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advice may be essential to the development of the plan of finance for the issuance of the Bonds.
In turn, these services become, among other things, the basis for the transaction's basic legal
documents, the preparation and delivery of the official statement or any other disclosure document
that describes the material terms and provisions of the transaction, if an offering document is used
in the offering of the Bonds, the preparation of the various closing Bonds that embody the ternls
and provisions of this transaction and the preparation and delivery of Consultant's ]egal opinion.
Moreover, legaI advice and services of a traditional legal nature in the area of municipal finance
inherently involve a financial advice component, but Consultant hereby advises City that while
Consultant has expertise with respect to the legal aspects relating to the issuance of municipal
securities, Consultant is not a"financial advisor" or "financial expert" in a manner that would
subject us to the provisions of the MA Rule. As Bond Counsel, Consultant provides only legal
advice, not purely financial advice that is not inherent in Consultant's legal advice to City. The
City should seek the advice of its financial advisor with respect to the financial aspects of the
issuance of the Bonds. By signing this Contract, City acknowledges receipt of this information,
and evidences its understanding of the limitations of Consultant's role to City as Bond Counsel
with respect to the MA Rule, as discussed in this paragraph.
CONFLICTS
As City is aware, Consultant represents many political subdivisions and investment banking firms,
among others, who do business with political subdivisions. It is possible that during the time that
Consuhant is representing City, one or more of Consultant's present or future clients will have
transactions with City. It is also possible that Consultant may be asked to represent, in an unrelated
matter, one or more of the entities involved in the issuance of the Bonds. Consultant does not
believe such representation, if it occurs, will adversely affect Consultant's ability to represent City
as provided in this letter, either because such matters will be sufficiently different from the issuance
of the Bonds so as to make such representations not adverse to Consultant's representation of City,
or 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
ofthe Bonds. Execution ofthis Contract will signify City's consent to Consultant's representation
of others consistent with the circumstances described in this paragraph.
FEES AND OTHER SERVICES
The fee covering the legal services of Consultant, as Bond Counsel, for the issuance of
traditional Bonds of City, such as general obligation bonds, certificates of obligation and utility
system revenue bonds, in one or more installments, is as follows:
$5,000 for the first 51,000,000 of Bonds;
$1.00 per 51,000 of Bonds for the next 59,000,000 of Bonds;
50.95 per 51,000 of Bonds for the next $30,000,000 of Bonds;
�0.90 per S1,000 of Sonds for the next �60,000,000 of Bonds; and
50.50 per $1,000 of Bonds thereafter.
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For special Bond issuances, such as special assessment revenue bonds, fees for legal
services will be set at an amount agreed upon by Consultant and City at such time the bond issuance
is contemplated.
Also, Consultant would expect to be reimbursed for Consultant's actual out-of-pocket
expenses reasonably and necessarily incurred in connection with the authorization, issuance, and
delivery of such Bonds, i.e. travel, photocopies, courier, Form 8Q38G filing, Texas Bond Review
Board filing and the Attorney General's filing fee.
Consultant's fees and expenses will be payable within 30 days after the delivery of and
payment for such Bonds, but Consultant's fees are whoily contingent upon actual delivery of such
Bonds.
The foregoing legal services as Bond Counsel do not include any direct responsibility for
any kind of litigatian. However, if during the issuance of Bonds any litigation should develop
regarding the issuance of the Bonds or the grovisions made for their payment or security,
Consultant will consult, advise, and cooperate with City and its atto3rneys concerning any such
litigation. Consultant's fees for such services would be based upon the customary hourly biiling
rates of the attorneys providing such additional services.
The firm will undertake upon the request of City such services as may be necessary to assist
City in satisfying the continuing disclosure requirements of Rule 15c2-12 promulgated by the
Securities and Exchange Commission or any necessary disclosure obligations of City in
connection with the issuance of Bonds. Consultant's fees for such services would be based upon
hourly billing rates of the attorneys providing such services, and such rates shalt be $375.00 per
hour for partners and $275 per hour for associates. Should it be necessary for Consultant to render
a written opinion with respect to such matters, such fee for legal services provided in connection
with the delivery of the opinion will be set at an amount agreed upon by us and City.
The parties anticipate invoices or statements for services billed at hourly rates will be
generated on a monthly basis and that said invoices or statements will be sent on or about the 15`
day of each month. City shall make payment to Bond Counsel within 30 days of the satisfactory
completion of services and receipt of an itemized invoice or statement. All reimbursable
expenses, including, but not necessarily limited to travel, lodging, and meals shall be paid at the
actual cost, pursuant to the terms, conditions, and limitations hereinabove set forth. All irtvoices
and bills shall be approved for payment by the Finance Deparcment.
All notices, billing statements and invoices shall be made in writing and may be given by
personai delivery, by email or by mail. Notices and invoices sent by email shall be addressed ta:
�t�e�aut��s�a���t�le ci�c�ty+�f��r���n.��r�� with a copyto antonio.puente@cityofdenton.com, and by
mail shall be addressed to: Aecounts Payable, 215 East McKinney, Denton, Texas 76201 with
a copy to Tony Puente, Assistant Finance Director, 215 East McKinney, Denton, Texas 76201.
When by mail and so addressed, the notice, invoice, and/or payment shall be deemed given upon
deposit in the Unitecl States Mail, postage prepaid. In aIl other instances, notices, invoices, and/or
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payments shall be deemed given at the time of actual delivery. Changes may be made in the
names and addresses of the responsible person ar office to whom notices, invoices, and/or
payments are to be sent, provided reasonable written notice is given.
RECORDS
At City's recfuest, papers and property furnished by City will be returned promptly upon
receipt of payment for outstanding fees and client charges. Consultant's own f les, including
lawyer work product, pertaining to the transaction will be retained by us. For various reasons,
includir�g the minirnization of unnecessary storage expenses, Consultant reserves the right to
dispose of any documents or other materials retained by us after the termination of this
engagement.
TERM
The term ofthis agreement shall commence on March 27, 2017, and conclude on March
2b, 2022. Until March 27, 2017, the Bond Counsel engagement letter agreement dated February
21, 2012 and the terms thereaf shall remain in effect.
TERMINATION OF AGREEMENT
In connection with the work outlined in this Contract, it is agreed and fulIy understood by
Consultant that City tnay cancel or indeiinitely suspend further work hereunder or terminate this
Contract at any time upon written nvtice to Consultant, ar�d Consultant shall cease alI work and
labor being performed under this Contract upon receipt ofsuch notice. Consultant may terminate
this Contract by giving City 30 day's written notice that Consultant is no Ionger in a position to
continue representing City. Consultant shall iutvoice City for all work satisfactorily completed
and shall be compensated in accordance with the terms of this Contract. All reports and other
documents, or data, or work related to khe project shall become the property of City upon
teTmination ofthis Contract.
This Contract may be terminated in whole or in part, in writing, by either party in the event
of substantial failure by the other party to fulfill its obligations under this Contract through no fault
of the terminating party. Provided, however, that no such termination may be effected, unless the
other party is given [1] written notice (delivered by certified mail, return receipt requested) of
intent to terminate, and not less than 30 calendar days to cure the failure; and [2] an opportunity
for consultation with the teiminating party prior to termination.
Nothing contained herein or elsewhere in this Contract shall require City to pay for any work which
is unsatisfactory or which is not submitted in compiiance with the terms of this Contract.
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AUDITS AND INSPECTION
City shall have the right to audit and make copies of the books, records and computations
pertaining to this agreement. Consuhant shall retain such books, records, documents and other
evidence pertaining to this agreement during the contract period and five years thereafter, except
if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept
until all audit tasks are completed and resolved. These boaks, records, documents and other
evidence shall be availahle, within 10 business days of written request. Further, Consultant shall
also require all subconsultants, material suppliers, and other payees to retain all books, records,
documents and other evidence pertaining to this agreement, and to allow City similar access to
those documents. All books and records will be made available within a 50 mile radius of the
City of Denton. The cost of the audit wili be borne by City unless the audit reveals an
overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of
the audit, including any travel costs, must be bome by Consultant which must be payable within
five business days of receipt of an invoice.
Failure to comply with the provisions of this section shall be a material breach of this
Contract and shall constitute, in City's sole discretion, grounds for termination thereof. Each of
the terms "books", "records", "documents" and "other evidence", as used above, sha11 be construed
to include drafts and electronic files, even if such drafts or electronic files are subsequently used
to generate or prepare a final printed document.
COMPLIANCE WITH LAWS
Consultant shall comply with all federal, state, and locai laws, rules, regulations, and
ordinances applicable to the work covered hereunder as they may now read or hereafter be
amended, including but not limited to the Texas Disciplinary Rules of Professional Conduct.
GOVERNING LAW
For the purpose of determining place of agreement and law goveming same, this Contract
is entered into in the City and County of Denton, State of Texas, and shall be governed by the laws
of the State of Texas. Venue and jurisdiction of any suit or cause of action arising under or in
connection with this Contract shall be exclusively in a court of competent jurisdiction sitting in
Denton County.
DISCRIMINATION PROHIBITED
In performing the services required hereunder, Consultant shall not discriminate against
any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physicai
handicap.
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ASSIGNABILITY
Consultant shall not assign any interest in this Contract and shall not transfer any interest
in this Contract (whether by assignment, novation, ar otherwise) without the prior written consent
of City thereto.
SEVERABILITY
All agreements and covenants contained herein are severable, and in the event any ofthem,
with the exception of those contained in sections headed "Scope of Engagement", "Indemnity and
Independent Contractor Relationship," and "Fees and Qther Services" hereaf, shall be held to be
invalid by any court of competent jurisdiction, this Contract shall be interpreted as though such
invalid agreements or covenants were not contained heeein.
RESPONSIBILITIES FOR CLAIMS AND LIABILITY
Appeoval by City shall not constitute nor be deemed a release of the responsibility and
liability of Consultant for the accuracy and competency of its work; nor shall such approval be
deemed to be an assumption of such responsi�ility of City for any defect in any report or other
documents prepaeed by Consultant, its employees, officers, agents and consultants.
MODIFICATI�N OF AGREEMENT
No waiver or modi�cation of this Contract or of any covenant, condition, or limitation
herein contained shall be valid unless in writing and duly executed by the party to be charged
therewith, and no evidence of any waiver or modification shall be offered or received in evidence
in any proceeding arising between the parties hereto out of or aflFecting this Contract, or the rights
or obligations of the parties hereunder, unless such waiver or modification is in writing, duly
executed as aforesaid; and, the parties further agree that the provisions afthis section will not be
waived as herein set forth.
CAPTIONS
The captions of this Contract are for infornnational purposes only and shall not in any way
affect the substantive terms or conditions of this Contract.
BINDING EFFECT
This Contract shall be binding upon and inure to the benefit of the parties hereto and their
respective heirs, executors, administrators, legal representatives, successors, and assigns where
permitted by this Contract.
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IN WITNESS HEREOF, the City of Denton, Texas, has caused this Contract to be executed
by its duly authorized City Manager, and Consultant has executed this Contract through its duly
��th�rri�ed ���r�i�;n� ���-tn��.
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A�{� �;�'"i`�i� 'f'�1� TI ii�.n �.. i�.�Y [)� i:� ���. "?CJ 1�i.
McCALL, PARKHURST & HORTON L.L.P.
By: ' � �--
�r•�� :; Schaecher
Email: �:..[.�.� � �.�� � _�..�� ., f a C
Phone: �-��� `"-���
CITY OF DENTON, TEXAS
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By: �� _ �_ �
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HOWARD �v%.�I�' I�1, �1 Y MANAGER
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY: ��,
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
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September 22, 201 G
Antonio Puente, Jr.,
Assistant Directox of Financc
City of Denton
215 East McKinney Stxeet
Denton, Texas 7G201
Dear Mr. Puente:
On behalf of McCall, Parkhurst & Horton L.L.P. ('°McCall,'° the "firm,'° or '°us"), I submit
this statement of qualiC�cation foc bond counsel services to the City of Denton, Texas ("you'° or the
oeCi�vel .
1
McCall serves as bond counsel to mare issuers of tax-exempt deht than any other law �irm in
the State of Texas or in the Southwestern United States. Accordingly, we serve as bond counsel to
more Texas political subdivisions than any other lawyer or law firm. We ate consistendy ranked by
Thompson Reuters among the top ten bond counsel firms in the United States, as well as the
number one bond counsel firm here in Texas. McCall frequendy serves as bond counsel on more
bond transactians than any other law firm in the country.
For over 90 years, we have been committed to providing Texas political subdivisions with
quality bond counsel senrices, and we hereby reaffirm our commitment to provide the City with
such services to the best of our collective abilities_ Investment banks, local and state government
agencies, financial advisors and ather professionals rely on us daily to guide them thxough the most
basic, and the most complicated, financings in thc State of Texas and in the United States. W'e are
confident that our level of service to you will be unrnatched.
Ve�y t�ry yo�s,
McCall, Parkhurst & F-Iorton L.L.P.
�
BY=
C'aregory C. Schaechcr
Enciosures
��
� EXt:CI';'1 iV� StIN1MAKY
McCall, Parkhurst & Horton I..1 .P. ("McCall") has practiced exclusively in thc area of public
finance law since the firrn's creatian in 1919. The firm's opiniota (as to the validity and
enforceability of a public entiry's debt obligations and, later, tax cxemption} was the first given by a
Texas firm accepted in rhe national securities 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. 1'he Hrm is
composed oE27 active 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 naaonally. Historically, the ium has servcd as bond counsel for more issuers of public
securities than any other law firrn in the southwestcm United States, and in some years, McCall has
served as bond counsel on mare bond transactions than any other law iitrn in the country. Our high
national ranking is not only an indication of the stature of the firm in the public finance industry, but
more itnpartandy, an indication of the depth and breadth of out practice. 1�Ie cansistcndy achieve
our high rankings by halding ourselves to the highest standards of technical expertise, professional
dedication, clieat senrice and ethical responsibility.
McCall represcnts some of the largest and most sDphisticated issuers in the country,
including the Cities of Austin, Dallas and Fort Warth, the Dallas/Fort Worth International Aixport,
the Narth 'Texas Tollway Authority, the Tcxas I7epartment of Transportation, the Texas Water
Development Boatd, the Ut11�eYSlty of TeXaS System, Texas A&M University System, Texas State
University System, and many mare. McCall has been a leader in drafting legisIation and dcveioping
innovative financing techniques in Texas for nearly a century.
The following tablcs summarize the number of ttansactions and dollar value of public
finance issues for which McCall has servcd as bond counsel in recent years:
`i�T�t�n��1 arcci �t�.�e • nky �
iV"aT�t���a�� �{.ai�ki�
Ye � Rank Par �mQunt f�ca, ���ls�.ucs
� � ,��, x �
���.° q� � '�� � ,� , . �..c ��^t��` �
2014
2013
2012
2011
2010
2009
2008
2067
2oaG
2005
3
6
7
8
7
5
G
8
5
B
$13,135,500,000
�10,245, ,
$10,411,000,000
f6.441. ,
� 11,467,000,000
�9.390,700�
$11,27G,400,000
#9,22l,500,
2
$10,992>U00,000
:8,770,900,
359
3G3
359
291
3G0
258
238
292
282
310
ank
1
1
1
1
1
1
1
z
1
�S:�as ���l�i;r�
}'A�,, ,� sen�uer_� ' No of Issues
j 13,022,000,�00
�10,218, ,
$] 0,234,000,000
#6,760,100,
$11,4]9,30Q000
;9,�G,70Q,
� 1 ] ,215,000,000
;7,703, ,000
$10,9G1,200,000
�8,677, .
347
352
350
283
355
229
232
271
295
�.�s reported bg� Thomson Reuters in its Uti Atunicipals Reveew; exeludes pxivate trank plaeemenes and remarketing of
variabte ratc demand obligatiores.
��
Rank
1
2
3
4
5
6
7
8
9
'a
�`�i�5'1cr�'I`�ri�atis��€��ri �°ircr7s k��ct�t��s�q��
Fum
Orrick Heerington & tiutcliffe LLP
Hawkins DelaC�ld & Wood LLP
McCaU Parkhurst & Horton I.I,P
Noiton Rose Fulbxight
Kutak Rock LLP
Gillmoxe & $ell PC
Ballatd Spahr LI,P
Ssdley llustin LLP
Chapman and Cuder I�LP
�uu� �^�c�a� ��
Pax .�mount
�37,54ry�5J,a1�00,000
+iJPo/ ry(�OW/�/�ylryR/l�lnl
� 1YyJO6'HW � W V
;13�98,400�OW
� 13,334,300,000
S 4,127a ,�
; 6,938,900,000
Z 8,54Q,7Q0,000
$ 8,5]0,100,0(?0
� l. . „�'I'�:n iV�ti rs�1 �irr�s�+,�,�s� axa,�
I�nk �n
1 C)rrick Herric►gron & SutcliEfe LLP
2 Hawkins Delafield & Wood I.LP
3 McCall Patkhutst & Horton LLP
4 Kumk Itock LLP
5 Sidley �lustin LI.P
6 Stxadling Yooca Carlsoa & Rautb, P.C.
7 Notton Rose Fulbfi�ht
8 Greenberg Traurig LLP
9 Squire Patton 1�c��s
i �? �k�:tprc�w� �nd �cs��r lf i�.i"
Ba�_k
]
2
3
4
5
6
7
8
9
��3
Ran
1
2
3
4
5
6
7
8
9
1�
�dr :-irra�ur�k
$30,384,700,000
;]b,441,100,000
513,135,500,000
j9P955,000,000
� 8,859,900,000
; 8,391,400,000
$ 8,13C,700,000
� 7,699P400,000
; 7,G50,G00,000
� '�,���i���,�
2U� �`c��'� ce� �V��s?�n��,F�r�� la� Vcalurnc�
� Par ,imount
Oxrick Hcerinp;ton & tiutcliffe LLP $31,543,300,000
Hawkine Dc.lafield 8c Wood L1LP �18,377,400�000
Kutak Rock LLP �13,349,100,000
Nortva R�ose �ui " �ae f 12,92O,i00,OW
tiquire tianders & Dempsey LLP j 10,998,800,000
McCall ParkLutet & Horton LLP s'O,Z45 ,
SeeadlinR Yocca Carlson & Rauth, P.C. ; 9,7G0,700,000
Sidleq �'lusdn I,LP i 6,913,5000000
Nixon Peabody LLP $ G,G21,900,000
�h�p�na� �nd �Curic� LL�` # 5 ��:4 7[�] Clt�l
�.----
�(}a? `Z'+pjn Te� I4Ta�arr�al I�i�ra�� b� V�lr,[���'�
F'irm Par �lmount
Orrick Herrin�;ton & Sutcliffe LLP ;30,826,300,000
Hawkins Dela6dd & Wood LLP #23,179,300,000
Sidley.�lustin LLP $15,164,100,000
Kaaml� Rncic LLP �14,218,00O,OOU
Fulbri�ht &.�aworski LLP $12,857,G00,000
Squire Sanden & Dempsey I,I.P ;10,8U6.8000060
McCall Parkhutsi & Hotton LLP s10,411,000,000
Nixon '�sea�y LLP ;9,067,200,OOU
Foster ['����se�r �I.I��� �7,151,300,000
�.3i�Ci'3'�',�f, A��. ��a� _._. .......___ ��m�.�5���#{��i
� Source: Thomson Reuters U� i�iunicipals Review.
�@�� caf`I�.s���
39]
396
436
368
412
4G4
134
43
408
1�4
1�i`a. I` 1s;;uc:�s
321
30I
359
305
44
139
324
77
]81
394
?�J�k rzf i_s.�t3s
310
298
283
351
200
363
183
42
7Q
No. of Issues
3G6
360
71
334
3G9
217
359
61
11?
��
Page � 4
�Q1��I"r�� F�iv�: '�'�xa� F��n� la Vc�luerc�e�
�_.�, 'Lir� �ar x�trt��att
1 McCall, Parkhutst & Hocton L.L.P. $14,722,400,
2 Norton Rosa Fulbright LLP Z 7,558,300,000 '
3 Bracewell & Giuliani LLP $ G,227,200,000
4 �ni Kurth LLP � 6,195,80Q,d00 �
i
5 Bscamilla & Poneck LLP $ 1,513,400 i
_ J
,��}� T�,� d�`�vc T`�x�� �i�°a�v�. b� Vcrlunae� �
Rank �. �� � �,
1 McCall, Parkhurst & Horton L.I..P. $L3,022,000,000
2 An Kurth LI,P ; 6,084,900,004
3 Norron Rose Fulbrighe LLP � 5,854,900,000 •
4 Bracearell & Giuliaai LI.P Z S,U91,100,000
5 Bates & Coleman P.C. � 960,700
��� �'r�� ��v_c `I'�x�s �'irxr�� ta,�'�7r>��kx�c�
Rank �rr F'ax r�ersc�taart
1 McCali, Parkhurst & Horton L.L.P. �20,218, ,000
2 Norton R,�se Ful ' ht LLP # 6,433,SOO.OW
3 Bracewell & Giuliani LI,P ; 5,1G9,000,000
4 :ia Kurdi Li.P ; 3,581, ,000
5 I�iewby Davis PLLC $ G89,000
��11� i'op ��v� �'�x�K� �itxns � Vc�li�tn��
Raak Firm Par Amount
1 McCall, Parkhurst & Honon L.L.P. $10,234,000,000
2 Fulbtight & Jawocs� LLP =9,429,OOD,000
3 �ndtews Kurth LLP $ 4,324,G00,000
4 B & G. .. LLP � 3,872,30Q,000
5 Escamilla, Poneck & Cruz, LLP $ 1,475,G00,000
� tioucce: T"homson Reueers, as published in Tbe Boad Bryeron :�iarch 1, 2016.
'- Source: 'Thomson Reuters, as published in The Bortd Buyer on February 24, 2015.
3 tiource: Thomson Reueees, as �ubGshed in 1'ht Dond Bxyer on February 25, 2014.
� tiource: Thomson Reuters, as published in 7'beBortdBrryeron February 12, 20Y3.
Page I 5
Listcd below are some types of securities, whether issued pursuant ta public sale, negotiated
sale or private bank placements, for which McCall served as Bond Couasel in recent ycars:
+ Certifica.tes of Obligation
+ General Obligati.on Refunding Bonds
� Utility System Revenue Bonds
� Tax Notes
� Lease-I'urchase Transactians
• Build America Bonds
• Public Improvement District Revenue Bonds
• Municipal Management District Revenue Bonds
• Public Facility Corporation Lease Revenue Bonds
• Public Property Finance Contractua.l Obligations
• Energy Savings Contracts
�
ThC f1Yiri 1S geriei2lly Org'drilZed IhtO tW0 C�e�7aYtt7lents, which can be described as Follows:
Bond Counsel and Securities Department. I'he majority of the attomeys in the firm
serve as bond counsel and securities counsel. As bond eounsel, these attorneys analyze applicable
state and local laws that apply to the various debt issues and dra£t all legal documents necessary to
permit the lawful issuance of debt. The attomeys of the firm wozk on hundreds of public bond
issues in a given year, spanning the spectrum of the debt instruments sold in the public debt
markets. I�4any of the instruments now commonly issued in Texas and the laws undex whieh they
are issued were dcveloped by attomeys in the firm, such as commerciai paper notes, forward
refundings, interest rate swaps, and various forms of lease-purchase obligat�ons fnr ciries, counties
and school districts.
These attorneys are also experts in the securities laws that apply to states and their agencies and
political sub�iivisions in connecaon wich the issuance of debt instruments. In representing either the
issuer or the underwriters, their primaty tesponsibility is to draft the Official Statement or other
offering document, and to perform due diligence to ascertain that aIl material information related to
the issuer and the bonds have been properly disclosed in the dfficial Statement.
Tax Department. The second group {comprised of two attameys and a paralegal)
specializes in the federal tax laws and their application to public finance. One critically important
aspect of examining the yuaiifications oE a municipal bond firm is an in-depth examination of its tax
department, espeeiaIly when considering issuing novel debt inseruments. Harold T, "Hal" Flanagan,
the firm's senior tax partner, has over 35 years of experienee {Four oE which were with Internal
Revenue Setvice (the "IRS") in Washington, D.C.) specializing in federal income taxation of
municipal bonds. As a result of his experience, Hal is familiar with the personael and the
procedures of the federal govemment that relate to the federat incame tax laws that impact public
finance. Along with the firm's abiliry to analyzc detailed legal questions, McCall is able to provide an
in-depth review of financial schedules and proposals, which is crucial when determining whether an
issuet is compliance with the IRS's bond regulataons.
��
The professional staff of McCall, Parkhurst & Horton L.L.P. is composed of 27 active
attorneys. Each and every attomcy practices exclusively in the area of public finance. The following
table lists the name, position, Iocation and years of experience as an attomey for each member of the
professianal staff•
�
' G. Chazles Kobdish*
H. Raynox
Jeffrey .1. Leuschel
' L.E. (I'ed) Brizzvlara III
' Thomas K. Spurgeon
Dan S. Culvcr
Carol D. Polumbo#
Gtegory B. Salinas
Mark.�. ;�ialveau�c
I.emq Gr der, Jr.*
Gregory C. Schaecher
Richaxd S. Donaghue� Jr.
Joe �cketr
Nocl Valdez
,_ Bart Fowler*
Stefano 'Tavecna
Christopher:l. Seerle
Jeff Gvlbas
Jana E:dwards
RodotFo � Zr
Nicole Kintop Smieh
Clayton Chandler
Hasan ,�tack
Sam M. Gill
Or�ndo J��,�x.
Harold T. Flanagan
Karhy S. Coopec
�'ictoria D. DiIblaria
Partner
P r
Partner
P r
Partner
P es
Partner
Paxrner
Parcner
Partnct
Partner
Par�er
n��er
Partixer
Partnec
P ec
Partncr
Pmtenex
Partrier
�S��n
:lssociatc
hssociatc
r�SSOCISYe
As ' te
.�s�C�rc
()f Counsel
I.egal Asst
1.e�a� .1sst
I7allas
ae
Dallas
� Dallas
San �ntonio
Dallas
�ustin
Austin
Dallas
Dallas
Dallas
liustin
Dallas
5Asx �1nr�nio
.�usein
Dallas
Dallas
Dx11as
:lustin
D
Dallas
husa�
�-lusein
D
Saa Ana,ai�
Dallas
San �ntnnia
Dallas
*Served as Assistant Attorney General of Texas in the Public Finance Division.
�
Ex� ric���
42
42
35
35
34
30
30
26
23
38
2b
16
18
15
17
13
12
9
10
7
11
7
5
S
5
37
N/�'l
N,i�1
Below arc the names, tides, office locations and �ears af expericnce in thc area of public
finance for cach of the persons to be assigned to the Cicy's account:
Na Title �f�c� I��caeica�� v�W - ��r�e�°��n�e�
-----�—
Gregoty C. Schaecher P es Dallas 20 yeass
Stefano j. Taverna Partner Dallas 13 year�
Brief tesurnes for each of the abovc-listed attorneys follows:
Page I 8
GREGORY C. SCHAECHER
Gregory "Greg" Schaecher has been a partner at McCall,
Parkhurst & Horton L.L.P. since February 2006. Gicg was a
senior associate for three years with Fulbright &]aworski LLP in
its Dallas public &nance group prior to joining MeCall. At
Fulbright & Jawotski, and now at McCall, Ggeg has served as
bond counsel, underwriters counsel, and disclosure counseI for
local governmet�t finaneings. Greg has experience with tax-exempt
and taxable securities transactions for cities, counties, school
districts, tallway authorities, economic development corporations,
and other political subdivisians in Texas, including ad valorenn tax finaneings, tax increment
financings, utiliry revenue financings, transportation financings, aucaon and variable rate �inancings,
interest rate swap agreements, and private placements. Transactions range from less than $1 million
to more than �5 billion. Grcg has worked c�n all the North Texas Tollway Authority financings since
February 200G as band and disclosure counsel.
Previously, Greg was a senior associate far six ycars at Kutak Rock LLP in Omaha, Neb.
While at Kutak Rock, Greg concenttated his pracUcc on representing a financial �uaranty insurance
company in all aspects of public flnance and structured finance transactions, including consumer
loans, student loans, utilities, waste-to-energy facilities, sports and recreaaon facilities, health care,
and transportatson, Transactions rar�ged from �10 million to more than �1 billion and included
public and private placements, variable tate demand, auction rate and cornmercial paper financings,
and senior/subordinate structures. While at Kutak Rock, Greg actcd as creditor counsel on the 1998
Miami Heat American Airlines Arena fnancing, the 1999 Kansas City Intemational Speedway
financing, and the 2001 financings for the Houston Texan Reiiant Stadium and Houston Rackets
Toyota Center Arena. Gteg also acted as crcditor counsel for the 1997 Colorado E-470 toll road
financing and the 1999 Virginia Dulles Greenway toll road financing.
Greg obtained his juris doctorate from thc Creighton University School of Law in Omaha,
Neb., graduating magna cum laude in 199G. Greg was an assistant editor af the law review while at
Creighton. Greg received his bacheior of science degree in business adminiscration with a
concentration in accounting from the Univcrsity of Nebraska at Omaha, graduating summa cum
laude in 1993.
�
Stefano Taverna, a partner of the firm, practices exclusively
in the area of federal iacome taxation of tax-exempt and tax-
credit bonds. Stcfano provides tax advice to issucrs and
unden�riters rcgaxding tax-exempt bond financings involving
new money prajects, current aad advance refundings, capital
and working capiral financings, commercial paper issues, and
pooled bonds. He guides clients with respect to the
structuring of tax-exempt bonds, private activity bands,
oualified school canstnaction bonds, recovery zone bonds,
quaIified zone academy bonds, and other tqpes of tax-credit
bonds, Stefano also represents numerous clients before the
Internal Revenue Service in connection with audits of tax-exempt and tax-eredit bonds, Voluntary
Campliance Agreements, and other administrxtive proceedings.
1'rior to joining the firm, Stefar,o was a tax areorney ae ewo law firms wich an established `�'all
Street presence. Stefano has served as bond counsel' UH1�CIWYILCYS' counsel and specia.l tax counsel
for numeraus financing transactians throughc>ut the country. Additionally, Srcfana has advised
clients on the federal and state tax aspects of domestic and international hedge fund formatians and
operations, mergers, acquisitions and reorganizations, public and private debt and equity offerings,
and general corporate, partnership and investment issues. Stcfano has represented nutnerous clients
on swap txansactians and has advised tax-exempt entities with regard to the federal and state tax
implicarions related to their formation and operations. Prior to joining private practice, Stefano
clerked for the Honorablc O'C. WeHng, Appellate Division, Superior Caurt of thc State of New
Jersey.
Stefano is a graduate of Rutgers, the State Univetsitq of New �ersey (B.A., surrama cum
laude), Brooklpn Law Schaol {J.D.) and New York University School of Law (LL.M.). F3e is
admitted in New York and New Jersey and is a member of nc� American Bar Associadon, the New
York State Bar Association, and thc National Association af Bond Lawyers. Stefano has bcen a
speaker and panelist at various cvents, ineluding panels on publie finance and federal tax matters. In
addition, Stcfano is a past Editor-in-Chief of the National Association of Bond Lawyers treatise
"1'ederal T�a~��r�ra of Muaiczfia! Bonds'; and is the Vice Chair of the Tax-Exempt Finance Committee of
the American Bar Association.
��
I44any of eaur attorneys have previouslq worked in the Office of the Texas Attomey General
— Public Finance Division (the "Division"). Leroy Grawunder and Chuck Kobdish, partners in our
Dallas ofEgce, and Carol I'olumbo and Bart Fowler, partners in our Austin affice, have previously
scrved as attomeys in the Division. This prior experience gives our firm tremendous institutional
knowledge of public securities. ��G'e frcquently are asked by thc Division to submit briefs, position
sratements and proposed rules regarding legal analysis of issues that are s�lient to the Division,
McCall maintains a fully open and honest relat�onship with the Division, faciLitating the
Division's review and approva! of a large number of innovative financings for whleh McCail served
as bond counsel. Our ethical responsibiIities require us to shate all information with the Division,
including facts that may be negative, and adherence to out ethics have fostered a strong and
professional relationship with the Uivision.
McCall also communicates daily with the credit rating agencies with respect to the firm°s
more complex Hnancing transactions, especially those involving either credit cnhancement or
derivative financial products, such as interest rate swaps. As an industry leader, McCall's
relationships with the rating agencies are strong and based upon mutual respect. The rating agencics
recognize McCall's thorough understanding of the nuances of municipal finance, ailowing us to
work collaboradvely with them ta simplify the review process. The firtn has worked with all of the
major credit rating agencics, bond insurets, and credit enhancers.
��
T'hroughout the years, McCall has been responsible fox major innovations in our Held. One
of the main strengths of McCall is our ability to draw upon out attorneys' many years of broad
experience to devisc unique solutions to our clients' problems. McCall has been a leader in drafting
legisladon and developing innovative financing techniques for usc by political subdivisions in Tcxas.
Members of the firm have played major roles in:
• dra£ting what is now Chapter 1371 of the Texas Govemment Code. That far-reaching
legislation resulted in the introduction of a nutnber of new financial products to the Texas
public finance arena, including commercial paper, letter-of-credit and line-of-credit backed
bond issues for political subdivisions, and interest rate swap agreements;
. developing and serving as Bond Counscl fox the Eirst issuance of short-term commercial
paper notes, which allow eligible pol'ltical subdivislons to issue debt at low interest rates to
finance capital improvements;
� originating the concept of the issuance of contractual obligations for cities, counties, and
school districts;
• structuring economic development and redeveloprnent programs throughout the State,
including the rcdevelopment of Robert Muellcr Airport in Austin;
� development of convention cereter hotels in Austin, Dallas, Fort Worth, and San Antonio;
� thorough revision of the laws regarding the invesrment of public funds in Texas; and
+ drafting the legislatioh that resulted in amendments to the Texas Constitution authorizing
thc Ecoaomic L3isttessed Areas and `X/ater Infrastructure Fund ptograms administered by
the Texas Water Development Board and the establishment of Texas Water Development
Fund II, as well as the amendment to the Texas Constitution establishing a$6 billion
evergreen bond authority for thc Texas Water Dcveloprnent Fund II.
In addition, the firm played a majar role in assisting the Texas Legislative Council in the
pgeparation and review of the bill that cadified numerous public-finance-related statutes into the
Public Sccurities 'Tide oE the Govemment Code, and contained amcndments that clarified and
streamlined public finance laws that have been in cffect, in some cases, for more than 75 years.
McCall was also a leader in financing public infiastructure projects under the provisions of the
American Rccovery and Reinvestment Tax Act of 2009. The firm's attorneys acted as both bond
counsel and underwritery counsel in numerous transactions for taxable Build America Bonds under
such Legislation, including serving as bonc3 counsel an more than �3.1 billion of Build America
I3onds for state transportadon-related financings.
�
1 � �
12 of 14
City of Denton Purchasing
8Di-B Texas St, Denlon, TX 78209
Phond: (940j 349-7100 Fax: (940) 348-7302
uus�r�,dt�n�Can r�e�}��lsin_ c+�rt�r
Substitute W-9 Form
The IRS requires all vendors to complete a W-9 Form. The information on this form must be flled oui, signed and submitted by a
vendor representative, All information must be completed before a purchase order or payment will be issued.
Name as shown on your income tax retum: McCall, Park}�ursl & Horton L.L.P.
T�x IDISocial Sacurity �: 75-0799392
Under penafties of perjury, I certify that: 1. The number shown on lhis Form is my correct taxtaxpayer identification number (or I
am waiting for a number to be issued to me), and 2. 1 am no# subject to beckup withholding because (a) 1 am exempt irom
backup witholding, or (b} I have not been notified by the Internal Revenue Service (fRS) tha4 I am subject lo backup withholding
as a result of failure to report all interest or dividends, or (c) the IRS has natlfied me that ! am no longer subject to backup
withholding, and 3. I am a L�S cltizen or other�l.S. person-for fededral tax purposes as defined at the battom of this page",
Authorized �i�r��tiur�••! ,�;�` Printed Name: C�rr��csry� C:. Schaecher
,,� - � ....... . . .
Nt�i�in�,�deir���;
Company Name: ibic�;sll P'��•icht�r�{ �r � Icerin�� I..i.E'.
Contact Name: Ciregory C. Scharct►rr
Address: 717 N f iarwood, Siritc 900
Dallas, Texxs 7S2U L
�fre�k �agpres�rel��� f�vx fc�r i+�a��r,�E tax ��a���fi�$tictn �rer�ulr�dj;
Individuall
� Solo ❑ Corporation � PaRnership
Proprietor
hlusldesi0rale Cw S
� Exempt � �
�w..��
C
S
Email �s�����ci�� r��n�p��ic�;ai.cvrn
Website �rursv ai�phlc a�1 �c�a;�
Phone Number: (Z14)'ii4-92(H}
Fax Number: (2l4) 7>4-9250
Limited
� LisbiNty � Q�er
Corporation Please specify:
Busineas Type Roal Eate;o Equlpmenl
❑ RentaULeaee (A1 y ❑ Rertel/Lease (A-91 � Royalties {A-2) ❑
Medlc�/Heahh Gare
Services Ony (A- idsandi'e- Merchendise S
[� �r ❑ Gooda Only (A-�) ❑ Sorvices (A-7) � ��e. FirmNAllorney (A-C)
Consull�nUProf Y�oceaca lrom
Fees (A-7} Real Fsiaw
I`l j� Purchasea (S1
Type of Organization: � Minority [] Female Owned ❑ Non Profit ❑ Hlstorically Underutilized
Owned
Business
'Definition of a U.S. Person-For Federal Tax purposes, ynu are considered a U.S. person if you a�e: (a) an individual �vho is a U.S. citizon or
U.S. resident {b) a partnership, corporation, company, or assoaation created or organized in the United 5tates or under the laws of the United
SSates (c} an estate (other than a foreign estate), or (d) a domestic trust (as deCned in Regulatio�s Section 301.7701-7).
CQD Page 1 9/23/2011
F��m�t �s��w��� il� d3�i���rr� �r�am ��sr��1
Ccmpany Name:
Contact Name:
Address:
Email:
Phone Number.
Fax Number:
List Products andfor Services Interested in
Vo�s�far �n��rrr���i�� � _ rr� 1� r'W4�•�.:�.���
��H Init��rra�tin�-Volr.ir�[arw
ABA RouUng#; 1113-2299-4
Contact Name : �t�cis' L. Mead
Bank Account# 9006001208
Bank Neme ; P���nsCapifal Bank
ACH Email : "mc�c�(?ryrrm }a�� a�.ct�nt
ACH Emaif :
Phone Number (214) 754-9249
Fax Number. (214} 754-9250
1(we) autf►orixe the Clty oi Danton to d0posit
payments Into the checklnq aecount llsted. The
authority remalns in Aftect until the City of Denton
has rocelved written nodilcs4bn from me of
t•rmin�llon in tlme to allow roason�ble opportunity
to act on it, or untll tha City of Denton haa sent me
wrttton notica of teemina4bn of the ��eaam t
Vendor 5#grr�turaz • �--^•
Pr{n4NsmelTRle Gsa�g��ary� Sa:h�a�c:��ri�'aarSilz���
Date 11/0�/16
For IntemaE Uae Only
� New Vendor
❑ Vendor Change Vendor Number
❑ Refund �
Requesiing Departmenl:
peparlment Representalive (�r��d :• �}
�
Purchasing Signature: Date:
COD Page 2 9/232011
Corporations Section
P.O.Box�13b97
Austin, Texas 78711-3697
May 19, 2016
� } ;�;
���tir ��'�ces Mc�,a�1, P�r�t�urs� c� Hortan, LT,P
7��` ��n�h Harwa��, Ni �t� F 1�c��
Dallas, TX 75201 USA
RE: MCCALL, PARKHURST & HORTON L.L.P,
File Number: 500026324
Carios H. Cascos
Secreeary of State
I� Z�� �een c�ur �ai��ur� ��a �l� the Annual ���c�t� ��� th� r��"�re�c�ci �nt�t�. Enclosed is the certificate
�vi�ie�ciu�� ��ir��. �`a�rxa��t�t �f the fifing fe� is a�ka�c�w[ec���d b� t.�i� i��t�g�.
If we cnay be of further service at any time, please let us lmow.
Sincerely,
Corporations Section
Business & Public Filings Division
(512) 463-5555
Enclosure
Come visit us on 1he interneP cr1 hup://www.sos.srale. tx.us/
Phone: (S l2) 463-5555 Fax: (5 I 2) 463-5?09 Dia1: 7-1-1 for Re1ay Services
Prepared by: $erita Rangel TID: ] 0323 Document: 671528420002
Corporations Section
P.O.Box 13647
Ausein, Texas 78711 _3697
���� � ���
� �
�
�
Office of the Secretary of State
Packing Siip
Ia�+�+ (��i�;es Mc�:.�11, Parkhuest & Horton, LLP
7I i ��a�ttt H��e�,+���
Ninth Floor
Dallas, TX 75201
Batch Numbec: 67152842
Client iD:108746874
Document
Number
671528420002
Payment Type
Cheek
Document Detail
Annaal Report
Payment Status
Reccived
Batch Date: OS-1Cr2016
Return Method: Mail
Number / Name
M�;�:ALLy S/dlRBUH V a`o A lw
HORTON L.L.P.
Paymen! Reference
70993
CaiIOS H, CBSCOS
Secretary of State
Page
Count
0
Total Fees:
Total:
'�`csYaai s�mraunt Charged to �'Isent A�c�sunt:
(Applies to docaments or orders r��r�r� �jx�rra Account is the pa�m�r�t r���;thod}
May 14, 20I6
Page 1 of 1
Fee
S38U0.00
53,800.00
Amount
$3,800.00
53,800.00
$0.00
Note to Customers Puying by Client Accourrt: This is not a bill, Payments to your client account should be based
on the monthly statement and not ehis packing slip. Amounls credited to your client account may be refunded
upon requesL Refunds (if applicable) will be processed within 10 business days.
User ID: SRANGEL
Come visl! us on 1he Interne! @ hrlp:/fwww.sos.slade.fx.us/
Phone: (512) 463-5555 FAX: (512) 463-5709 Dial: 7-1-1 for Relay Services
Corporations Secxion
P.O. Box 13697
Ausein, Texns 7871 t-3697
T he S tate o f Texas
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O fftce o f the S ec�etazy o f S tate
PLEASJE NOTE:
Phone; S12-063-�555
Fax: S 12�63-�709
Dia! 7-1-i For Rclay Seaviccs
www.S05.5 fafC_ [X_ ltS
The enclosed. certificate is your officea[ certiftcate of fzIing, which can be used as
eviderice of ftlirtg_ .
If you wouLd like a file-sta.mped copy of the docuznent you submitted, you may
obta.in it by contacting the certi fying section in one of the following ways: •
Phane: (S I2) 463-�5578
Fax: (512) 463-25I.2
Maz[: P:O. Box 13697, Austin, TX 7$71 I
Email= �a�����°� ��_t��a�. ��_v_.
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You may access �iie documents through our online systerri SOSDieect. A siatutonly�
authorized $1.00 sea�ch �ee will be assessed. The search �ee is waived if an ocder
or ftl[ng is submitted on results o�'the search. For instriuctions on how.to ord.er
online, p[ease einail �� : i.�s��t�s.��c���s.�c�v_
Corporations Section
P.O.Box 13697
Austin. Texas 78711-3697
MCCALL, PARI�HURST & HORTQN L.L.P.
File Number: 500026324
�;ai105 H. (JaSC05
Secretary of State •
°�� urs��rsi�ned, as Se�r�t�r of �t�l� c�f` 'T��r��� ��x•�.�� ���;i�C�� ��a� t��� u� i��p�rt ��ar tl�� ���av�
r�an��d e�t�iy has been ����i��c� in t�ai� c�f�c� �d ��� ��n f��d tt� ������n tc� th� a����i��bl� �r�vi��4�ri;�
of law.
ACCORDINGLY, th� undersigned, as Secretary of State, and by virtue of the authority vested in the
secretary by law, hereby issues this certificate evidencing filing effective on the date shown below.
Dated: OS/1612016
Effectivo: 05/16/2016
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carlos x. casoos
Secretary of State
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Come visit ur ort the rnlerner at http://www.sos.slare.ix.us/
Phone: (SI2) 463-5555 Fax: (512) 463-5709 Dial: 7-l-i for Re1ay Services
Frepared by: Serita Rangel TID: ]0307 Documenr. 67152R42f10c17
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C TIFIC TE F LI ILI I U CE
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THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORIAATION ONLY AND CONFERS NO RIpHT9 i1PON THE CERTIFlCATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEN� OR ALTER THE COVERAGE AFFOR�ED BY THE POLJCIES
9ELOW. 7HIS CERTIFlCATE OF INSURANCE DOES NOT CONSTITU7E A CONTRACT BETWEEN THE ISSUINO INSURER(5). AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICA7E HOLDER.
�IMPORTAHi: If the eert'rficale holder b an ADDITIONAL INSUREQ, tho policy(fas) must have ADDITIONAL INSURED povlslons or be andors6d.
N SUBROGATION IS WAIVED, subJect to tha tertns and condklone o! Me pollcy, cartaln pollclas may requlre an andonoment. A btatempnt on
tl+fs cartfllcste does not confx rlg�ts !o the eartHlcate hoWx In Ilau of such ondo►sementfel.
LOCKTON COMPANIES
1��tp l�OSS AVENUE, 5Ui7E 14U0
�7A�AS TX 75201
214-969�700
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TNIS IS TO CERTIFY THAT 7HE POLICIES OF IhSSURANCE LISTED BELOW FlAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERBOD
INDICATED. N071NITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENi WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY 7HE POLICIES DESCRiBED HEREIN IS 5U8JECT TO ALL THE TERMS,
�3C�q V,1CiNS AND CONUITIONS OF S�E�%I ��;u!�S. LIMITS SHOWN MAY HAVE BEEN REDUCEQ BY PAID CLAIMS.
.. � �. --
-� TYPE OF NSURAHCE � 6��� POLICY Nl1MBER ��� .�, y� ���.� .. LIMRS
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UMBRELLALIAB �. �.r��� EACHOCCURRENCE S XXXXXXX
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Coveragc Subj�l To AcYual Policy Terms, Conditions, and Fxclusions.
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SHWLO ANY OF THE ABOVE DESCRIBEO POUCIES BE CANCELLED BEFORE
THE ENpIRATION DATE THEREOF, NOTICE 1Mll BE �ELIVERED IN
ACCORbANGE 1MTH THE POLICY PROVISIONS.
12453784 nurwoa�o aePRea�e+rAn� � �`
For InfoRnation Purposes Onfy
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14 of 14
CONFLICT OF INTEREST QUESTIONNAIRE - FORM CXQ
�'vr w�r�d�r or other ace��n �lcrir�� bosiness with �arr,�l ��ti�+er��mentni ��tuty
.__
'Tt��� qnestionnairc rcflccts cf�s��t�es made to ihe law by H.H. 1491, SOt6 Leg., Regul�r Session.
This ��s�stioiin:�ii°e is bei�3�; filed in accordance wilh ch���t�r' 17G of the Local Goveri7���:rri �ode by a pek•san who has a busine�� relalic���s�iip
hs de#in�ci by ;��ction i7G,p01(1-a) with a lacal �;s�verNtinental entity and the p��r;sc�r� meets re��iirerrienfs under Sec�'rvn 17G.£IU��a).
Dy law this questioiiiiaire must bc fiie� willi tha recurds xdministr�tor of the local gavernment entity not later than the 7th business day aRer
the daw thc person bccomcs awarc of' facts that rcquirc thc statcment to ba filed. See Section I �G.006, Local Qovernment Code.
A person cornrnits an offense itU�e persnn knowingly violaies Section 17b.UU6, Local Government Gnde. An offense wider this
���ti�rn is a ��:��s C i��isd�rn�a���ar.
.�W,_ _ _ __ M... .... ��. _ _ _ _
� Neme of per5uo n•hu ha� a buslnrss nlellun�hip wl�h Incxi governmental enllty. �
__
t�r� �a C;.Schaecher
_ _��s _._._.�_ _ _
Z ❑i;heck fhis Uux if yuu �re GIinR �n updatc to a prcviousfy filcd qucsllonnalrt.
('I'he I�rv ra�vires lhal you filc an t��sdfft��S complctcd qucslionnairc wilh thc appruprialc filmg eutltorily not later than thc 7'" business day aller lhe
�1�1u lhc �3rr �rt�tll G°s[wr� ��ek�i��nat�ir� }xxonus izte�r�i Ic#e ne �iN�Gctr�t�G.�
3_ Nime nf Incal gnverament nfflrer with whom filrr hns en cmployment or buslne�a rdalfanship.
Naa�e af Offica
T6si� xcsr�r��,;�lem 3 including, �uh�sduts A, A, C Sc D�, �iFer�t bc cui�i�Zl�tcd for cach of(icer wilh H�hum the filer has en employuir��l ur ulhei husin�as rclaUonsltip �s
si��ori�t! hs� 4e;�Uon 17(�.QGI(I-q), I.s��a�l Governrnenl ('�se:�. Altacfa additiunal pa��es ta ihi.e f�orm Ci() as neccsxnry.
A. ls thc 1�.x1 ��vcrnment oflioer ntw�ed in this seciian rceci��ag or likely to reccive taxabke iocome, other Uian inve�tment incnmc, frnm Ihc filcr o!'the
ques� ics�r�sitir�°`?
a Ycs � No
H. ls �he fller of the quesiionnnirc reeeiving or likoly lu rrceive taxuble incame, olher than invextmem incomc, from or nl �he dirtction of the locn]
�overnmenl olficcr named in diis scclion ANp lhr laxabin incomr is nnl rcceived I�om thc local govcmmcntal eitlity?
-- -
Yes 0 No
C. Ix the tiler of tlii� q�ks�ioanairc employcd by a cerporalion or olher busin�is rntily with respe�t to which thc loCel govcrnment ollicer serves +�s an
nlTiccr or direclor, ar Itolds a�i uwnership uf 10 perceat ar morc?
a Yns � No
[]. [�escribe ench a�lintion or husiness relationship
d �p . _ _
�_^� 1 havt on Con[NN of Inl�resl In divrlusr.
5 - __
�-�, 11/DS/16
Signalurc c�f�:r,s busiE�css ���tl� t1s� govrmmenlal entiry Dalc
_ _ __
CERTIFICATE OF INTERESTED PARTIES For�nn 1295
�o��
Comp]eie Nos. 1• 4 and 6 u there �r� Incer��t�d partdes. OFFICE U5E ONLY
Camplele Nos. 1, 2, 3, 5, and B if If��r� are n� fnlcr��led perties, CERT1FICpi�fl0111 OF FILING '
1 Name �x f�u�iness entlry tiling form, and the clty, staie and counlry of the business entity's place C�rtiti��te NumbcM:
ot busin��s, 2016-133858
McCall, Parkhurst & Martan L.L.P.
Uallas, TX United States �r�t� Fued:
� s�rr�� ��r�yrerr�rn�m�t�l �nir�y or xtac� �c�enry that rs a part�r t� th� cc�nu€�ct (�r �riR�c �� c�ran d� 1 110 7/20 16
being fi'l�c�..
City oT Denton [3�E� Acknowledqed:
g Provide the Identification number us�a� #ay �l�� ��rv�:raarn�n�� �e1ky ar ���ee ��n�y ta �rat�3t OP IdenUTy the eontrace, and provlde a
description of the serviee5, goods, �r eath�r �a����rty �ea Ise �ars�wir��r! wnr��r [kees c�t�tr��k,
Conlract �i 6254
Bond counsel seroices.
- _ . _.
4 Nature oi Interesl
Name oi lnterested Party City, Slate, Country jplace of business) (oheck eppliceble)
Controlling Intcrmcdia►y
_ _ _ _ . __ _ _
_ _ _
_ _
- - ._. '
5 Check only if &h�a� is hi�7 {raic+�est�� Party.
�
_
6 AFFIDAVI7 � swe�a,, ar aflirrn, uriJer penafty of perJury, tha[ the above d�sclosure is true and correct.
-- __--
�� � � FdY COMMI55lON EXPfRES �
" �.w' Aupud2a,2019 _ _
- -- �{c�rs�i��re ' 3i�pr� tl agenl ul auntra�liny business endly
AFFIX NOTARY STAMP 1 SEAI ABOVE
Sworn to and subscribed be�ore me, by cne sa�� Gr��,c�,r��C.�. Sc3��ec�a�r , w;s u,e 8th day or No_vember ,
—_.
20 16 , to certdy which, witness rny hand and seal of office.
� Iirenda Chapmai� Not�� � Public
5�gnal�re oi offi�er ��tn ast�r�r�� oath Prinled name oT afficer ad�vr�xistenn� oath TI[I2 pf OffiCP.f a[If'11RISIAflf7fl 021h
��rs77s provided by TeKas Ethlcs �c��nr�4s�lsac� �nnnn�.ethics.state.bc.us y�����y� �d�,�,�77