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Ordinance No. 1,791ORDINANCE NO.1791 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS,AUTHORIZING AND DIRECTING THE MAYOR AND CITY CLERK OF THE CITY OF BAYTOWN TO EXECUTE AND ATTEST TO A CONTRACT WITH UNDERWOOD,NEUHAUS &CO.,INCORPORATED FOR PROFESSIONAL SERVICES IN CONNECTION WITH THE AU THORIZATION,ISSUANCE,SALE,AND DELIVERANCE OF GENERAL OBLIGATION BONDS FOR VARIOUS PURPOSES,COMTEMPLATED TO BE PRESENTED TO THE QUALIFIED VOTERS OF THECITY OF BAYTOWN FOR AUTHORIZATION FOR ISSUANCE AND PROVIDING FOR THE EFFECTIVE DATE HEREOF. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN,TEXAS: Section 1:That the City Council of the City of Baytown, Texas,hereby authorizes and directs the Mayor andCity Clerk of the City of Baytown to execute and attest to a contract with Underwood,Neuhaus &Co.,Incorporated for professional services in connection with the authorization, issuance,sale,and deliverance of General Obligation Bonds for various purposes,comtemplated to be presented to the qualified voters of the City of Baytown for authorization for issuance.A copy of the above referred to contract is attached hereto,marked Exhibit "A,"and made a part hereof for all intents and purposes. Section 2:This ordinance shall take effect from and after its passage by the City Council of the City of Baytown. INTRODUCED,READ and PASSEDby the affirmative vote of the City Council of the City of Baytown on this 24th day of April,1975. y~/&>~~- TOM GENTRY,Mayor \T ATTEST: EDNA OLIVER,City Clerk APPROVED: EXHIBIT "A" ADVISORY (General Obligation Bonds) 1 standard Form of Agreement between Municipal Subdivision and&;K>ofB7^*0XD8.Form Approved by the Municipal Advisory Council for Use of Members Only.) Pntr April 21.1975 Tn.Maynr and City Council Citv of Bay town : ttavtownT Texas Gentlemen: 1.We understand that you contemplate ordering an election within your r.ii tyatwhchtherewillbesubmittedtoitsqualifiedvoterstheproposition(s)of ^thonzing the issu ance of certain bonds in the following amount(s)and for the purpose(s)indicated: $13,300,000 -General Obligation Bonds -For various purposes authorization,issuance,sale and deliveryof such bonds you desire n professional services in the capacity of Financial Advisors for your 2 By this proposal we offer our professional services and our facilities as Financial AdvisorsandagreetoperfoSnthefollowingdutiesnormallyperformedbysuchadvisors,and to perform such other duties as,in our judgment,may be necessary or advisable: a To make a study of the debt structure of your City _-,the trend of itsassSsedvaluation,its taxing power and the present and estimated future taxing re-s and on the basis of such study to devise and recommend for your approval mfective interest rate.Z^ll^llli* b.We understand that you have retained or expect to retain -Hnrnpva who willaflfjjjofrecognizedmunicipalbondattorneys,wno win nreuarethe proceedings and advise the steps necessary to be taken in the bond election,theTegal^issuance of the bonds and the final delivery of the bonds and who will issue anopMonapprovingthelegalityofthebonds.All financial services rendered pursuant totSrcontractwillbeperformedinsuchmanner,and will include assembling and accumulating»S financial facts,information and data,as will be necessary or appropn-ate\>obtain the unqualified approving legal opinion of saidattorneys.The fee ofsaid attorneys will be paid by ii^• c At such time as it shall be decided to order a bond election,we will assemble and trans- mit to the bond attorneys such data as may be required in thepreparation of the neces-s^ry petitions oXs,resolutions,notices and certificates;and will assist your govern ing body in the expeditious handling thereof. d We will procure and deliver to such official as you may designate such setsi of^election suppHes,including ballots (but excluding voting machines and voting booths)as are required for each polling place. p To advise you of current bond market conditions,forthcoming bond issues and othergenerainf^rtion and economic data which might normally be expected to influencefnterestratesorbiddingconditionssothatthedateforthesaleofthebondscanbe set at a time which,in our opinion,will be favorable. f To compile from your official records for submission to and approval by your governingbodvTnOffidaTstatementorProspectus,if required,containing official data and other information of the nature and to the extent ordinarily required in bidding on bonds of this type all of which we are to furnish in a sufficient number of copiesto permit mail ing to prospective bidders,a list of which we agree to provide. g.To attend to and pay for the printing of the bonds. h To pay the necessary expenses in obtaining the approving opinion of the Attorney Gen-eral of the State of Texas and the registration of the bonds by the Comptroller of Public Accounts,and the delivery of the bonds to the purchaser at a bank m Austin,Texas. i If the bonds are eligible under Texas laws for purchase by theState Board of Educa-tion to assist in the preparation and timely submission of an Application for Waiver to said Board. 1 3.We agree todirect and coordinate the entire program of financing herein contemplated and to assume and pay the expenses above enumerated.It is specifically understood and agreed, however,that this obligation on our part shall not cover-payment of any local election e\penses (except that we will furnish election supplies to the extent hereinabove provided);nor shall it cover the cost of publication of noticesin newspapers,or other publication costs,or the expenses of any litigation. 4.As consideration for the services rendered by us and as reimbursement for the expenses which we are to incur,it is understood and agreed that your City is to payand we are to accept a cash fee to be computed as follows: As indicated on attached sheet Such fee shall become due and payable simultaneously with delivery of the bonds to the purchaser. 5.In the event the bond election contemplated by this proposal should fail,then the fee due us shall be none ;however,should the same or similar proposition (s)again be submitted at an election held within 60 (Sixty)...months from date hereof,then at our option the agreement covered by this proposal shall apply to any bonds authorized at such election. 6.It is further understood and agreed that we reserve the right to submit a bid for the bonds when offered for sale. 7.This agreement shall be terminated by the delivery to the purchaser of the bonds covered hereby,or by the elapse of 60 CSixtyjnonths from date of your acceptance hereof,whichever shall first occur;however,if the bonds have not been so delivered within the period specified,this agreement may be extended by mutual consent. 8.This proposal is submitted in duplicate originals.When accepted by you it will consti tute the entire agreement between your City and the undersigned for the purpose and considerations herein specified.Your acceptance will be indicated by the~ signature of your Maynr f attested by your City Serrptary , on both copies and returning one executed copy to us. Respectfully submitted, UNDERWOOD,NEUHAUS 5 CO.,INCORPORATED Authorized RepresentativeMr.Thomas W.Masterson ACCEPTANCE Sr.'Vice President Ordinance No.1791 ACCEPTED pursuant to X3BBftqxffi6>ftfy adopted by the Maynr 5 r-ity r^mr--ji of City of Ray town on this the ">A*-h day of April 19—25.. Title Mayor ATTEST: Title Pity Secretary 0^(SEAL) M.A.C.Form C-t. Rev.Apr.1968 N .lit. Basic Fee Schedule The following basic schedule applies tobonds issued at one time: The Basic Fee Is: If the Amount of Bonds .Delivered to Purchaser Is: tore Than $-0-. $50,000 andNot MoreThan $ $ 50,000 100,000 $ $ $ 100,000 350,000 700,000 $350,000 $700,000 $1,500,000 $2,500,000 $5,000,000 $10,000,000 $20,000,000 No Limit $2,225 $2,225 plus $15 per $1,000 for all over $50,000 $2,975 plus $10 per $1,000 for all over $100,000 $5,475 plus $5 per $1,000 for all over $350,000 $7,225 plus $4 per $1,000for all over $700,000 $10,425 plus $3 per $1,000for all over $1,500,000 $13,425 plus $2 per $1,000 for all over$2,500,000 $18,425 plus $1.75 per $1,000 for all over$5,000,000 $27,175 plus $1.50 per $1,000 for all over $10,000,000 $42,175 plus $l.per $1,000 for all over $20,000,000 $1,500,000 $2,500,000 $5,000,000 $10,000,000 $20,000,000 General Obligation Bonds The recommended minimum fee for General Obligation Bonds,voted at a single bond election andissued in a single installment,shallbethe net amount as computed from the Basic Schedule above..■■ Revenue Bonds The recommended minimum feefor Revenue Bonds,voted at a single bond election and issued in a single installment,shall be the amount as computed from the Basic Sche dule plus 25%. Multiple Bond Elections And Other Bond Authorizations 1.Bonds authorized at separate bond elections are to be considered as separate transactions in computing the financial advisory fee. 2.Legal authorizations for the issuance of bonds,other thanbond elections,shall be considered for the purposes of the fee schedule to be the same as bond elections. 3.The issuance of bonds for refunding of outstanding bonds,whether or not the latter be callable,shall be treated the same as bonds issued pursuant to election or other authorization;and.where refunding bonds are issued in connection with other financing they shallbe considered as separate transactions. Multiple Installments * When bonds (general obligation or revenue)are issued in multiple installments the recommended fee for each installment shall be computed as 1251 of the pro rata part of the total fee whichwould otherwise be due upon issuance"of all bonds covered by the contract in a single installment;except that any installment which is less than 33 1/3%of the total amount of bonds covered by the financial advisory contract shall be treated as a separate issue and the fee shall be computed directly from the Basic Schedule above. FINANC TAL ADVISORY C"')NTRACT (General Obligation Bonds) (M.A.C. Form C-1. Standard Form of Agreement between Municipal Subdivision and Municipal Bond Dealer Covering GENERAL OBLIGATION BONDS. Form Approved by the Municipal Advisory Council for Use of Members Only.) Date April 21, 1975 To: `ayor and City Council City of Baytown 13aytown, Texas Gentlemen: 1. We understand that you contemplate ordering an election within your City at which there will be submitted to its qualified voters the proposition(s) of authorizing the issu- ance of certain bonds in the following amount(s) and for the purpose(s) indicated: $13 , 300 ,000 - ('erieral Obligation Bonds - For varioLis purposes and that in connection with the authorization, issuance, sale and delivery of such bonds you desire this proposal from us to perform professional services in the capacity of Financial Advisors for your City 2. By this proposal we offer our professional services and our facilities as Financial Advisors and agree to perform the following duties normally performed by such advisors, and to perform such other duties as, in our judgment, may be necessary or advisable: a. To make a study of the debt structure of your City , the trend of its assessed valuation, its taxing power and the present and estimated future taxing re- quirements, and on the basis of such study to devise and recommend for your approval a plan of financing to cover the proposed bonds. Such plan shall include a maturity schedule and other terms and conditions, such as options of prior payment and the like, as will, in our opinion, result in the issuance of the bonds under terms and conditions most advantageous to your City consistent with a minimum ef- fective interest rate. Vinson, Elkins, Searls, Connally & Smith b. We understand that you have retained or expect to retain , a firm of recognized municipal bond attorneys, who will prepare the proceedings and advise the steps necessary to be taken in the bond election, the.legal issuance of the bonds and the final delivery of the bonds and who will issue an opinion approving the legality of the bonds. All financial services rendered pursuant to this contract will be performed in such manner, and will include assembling and ac- cumulating such financial facts, information and data, as will be necessary or appropri- ate to obtain the unqualified approving legal opinion of said attorneys. The fee of said attorneys will be paid by Ulf . c. At such time as it shall be decided to order a bond election, we will assemble and trans- mit to the bond attorneys such data as may be required in the preparation of the neces- sary petitions, orders, resolutions, notices and certificates; and will assist your govern- ing body in the expeditious handling thereof. d. We will procure and deliver to such official as you may designate such sets of election supplies, including ballots (but excluding voting machines and voting booths) as are required for each polling place. e. To advise you of current bond market conditions, forthcoming bond issues and other general information and economic data which might normally be expected to influence interest rates or bidding conditions so that the date for the sale of the bonds can be set at a time which, in our opinion, will be favorable. f. To compile from your official records for submission to and approval by your governing body an Official Statement or Prospectus, if required, containing official data and other information of the nature and to the extent ordinarily required in bidding on bonds of this type, all of which we are to furnish in a sufficient number of copies to permit mail- ing to prospective bidders, a list of which we agree to provide. g. To attend to and pay for the printing of the bonds. h. To pay the necessary expenses in obtaining the approving opinion of the Attorney Gen- eral of the State of Texas and the registration of the bonds by the Comptroller of Public Accounts, and the delivery of the bonds to the purchaser at a bank in Austin, Texas. i. If the bonds are eligible under Texas laws for purchase by the State Board of Educa- tion, to assist in the preparation and timely submission of an Application for Waiver to said Board. i 3. We agree to direct and coordinate the entire program of financing herein contemplated and to assume and pay the expenses above enumerated. It is specifically understood and agreed, however, that this obligation on our part shall not cover payment of any local election expenses (except that we will furnish election supplies to the extent hereinabove provided) ; nor shall it cover the cost of publication of notices in newspapers, or other publication costs, or the expenses of any litigation. 4. As consideration for the services rendered by us and as reimbursement for the expenses which we are to incur, it is understood and agreed that your City is to pay and we are to accept a cash fee to be computed as follows: As inc'+ica.teci. can attache(l sheet Such fee shall become due and payable simultaneously with delivery of the bonds to the purchaser. 5. In the event the bond election contemplated by this proposal should fail, then the fee due us shall be none however, should the same or similar proposition(s) again be submitted at an election held within 6 Q(S ixtKl— months from date hereof, then at our option the agreement covered by this proposal shall apply to any bonds authorized at such election. 6. It is further understood and agreed that we reserve the right to submit a bid for the bonds when offered for sale. 7. This agreement shall be terminated by the delivery to the purchaser of the bonds covered hereby, or by the elapse of 60 Sixt months from date of your acceptance hereof, whichever shall first occur; however, if the bonds have not been so delivered within the period specified, this agreement may be extended by mutual consent. 8. This proposal is submitted in duplicate originals. When accepted by you it will consti- tute the entire agreement between your C i ty and the undersigned for the purpose and considerations herein specified. Your acceptance will be indicated by the signature of your Mayor , attested by your City Secretary on both copies and returning one executed copy to us. Respectfully submitted, UNDERWOOD, NEU AUS & CO. , INCORP0'MTFD ,44ori,ed Representative 1 s t e rs on ACCEPTANCE Sr. Lice President ACCEPTED pursuant to Resolution adopted by the =ayor & City Council of City of Baytown on this the day of r �� 19 i Title °.4ayor ATTEST: tl, Title City Sefretary (SEAL) M.A.C. Form C-l. Rev.Apr. 1968 �) s. Basic Fee Schedule 1, ' -The following basic schedule applies to bonds issued at one time: If the Amount of Bonds Delivered to Purchaser Is: The Basic Fee Is: More and Not Than More Than $ .0- $ 501000 $22225 $ 50000 $ 100000 $2,225 plus $15 per $1,000 for all over $50,000 $ 1002000 $ 350,000 .122975 plus $10 per $1,000 for all over $100,000 350,000 $ 7002000 $5,475 plus $5 per $1,000 for all over $350,000 $ 7002000 $ 13,50030000 .$7.,225 plus $4 per $1,000 for all over $700,000 -.$ _1,500,000 $ 225002000 $102425 plus $3 per $1,000 for all over $1,500,000 $ 1.2500.,9000 $ 520002000 $13,425 plus $2 per $1,000 for all over $2.%5001000 $..52000$000 $105000010000 $1s,42s plus -$1.75. per $1,000- for all over $5,000,000 $10p0002000 $201000000 $27,175 plus $1.50 per $1,000 for all over $102000YO00 $20,000,000 No Limit $42,175 plus*$1 per $1,000 for all over $20,0002000 General Obligation Bonds The recommended minimum fee for General Obligation Bonds, voted at a single bond election and issued in a single installment, shall be the net amount as computed from the Basic*Schedule above. Revenue Bonds -The recommended minimum fee for Revenue Bonds, voted at a single bond election and issued in a single installment, shall be the amount as computed from the Basic Sche- dule plus 2 5%. Multi le Bond Elections And Other Bond Authorizations 1. Bonds authorized at separate bond elections are to be considered as separate transactions in computing the financial advisory fee _2. Legal authorizations for the issuance of bonds, other..-than:..bond elections, shall- be considered for the purposes .of the fee schedule to .tie .s-ame as bond elections. 3. The issuance of bonds for refunding of outstanding bonds,* whether or not the latter be callable., shall be treated the same as bonds issued pursuant to election or other authorization; and where refunding bonds are issued in connection with other financing they shall be considered as separate transactionse --Multiple Installments When bonds (general obligation or revenue) are issued in multiple installments the recommended fee for each .installment shall be computed as 125% of the pro rata part of the total fee which would otherwise be due upon issuance of all bonds covered by the contract in a single installment; except that any installment which is less than 33 1/3% of the total amount of bonds covered by the financial advisory contract shall be treated as a separate issue and the fee shall be computed directly from the Basic Schedule above.