Ordinance No. 2,0756972
ORDINANCE NO.2075
AN ORDINANCE OF THE CITY COUNCIL OF THECITY OFBAYTOWN,
TEXAS,APPROVING AND AUTHORIZING THE EXECUTION OF A
FINANCIAL ADVISORY CONTRACT BETWEEN UNDERWOOD,NEUHAUS
&COMPANY,INC.AND BAYTOWN AREA WATER AUTHORITY;AND
PROVIDING FOR THE EFFECTIVE DATE HEREOF.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
BAYTOWN:
Section 1:That the City Council of the City of Baytown,
Texas,hereby approves and authorizes the execution of a
financial advisory contract between Underwood,Neuhaus &
Company,Inc.and Baytown Area Water Authority.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 PASSED by the affirmative vote of
the City Council of the City of Baytown on this 9th day
of September,1976.
TOM GENTRY,"Mayor
ATTEST:
EILEEN P.HALL,City Clerk
APPROVED:
NEEL QflCHARDSON,City Attorned
6973
EXHIBIT "A"
\■'■■■',"
FINANCIAL ADVISORY CONTRACT
i •
v ■•6974
(M.A.C.Form C-l Revised.Standard Form of Agreement
between Political Subdivision and Financial Advisor
Covering issuance of Financial Obligations.Form
Approved by the Municipal Advisory Council for Use
of Members Only.)
Date 8-12-76
To:Baytown Area Water Authority
City Hall
Baytown,Texas
Gentlemen:
1.We understand that you are contemplating the issuance of finan
cial obligations ofthe kinds,in the amounts,and for the purposes
indicated as follows:
Revenue Bonds in amounts to be determined
and that in connection with the issuance of these financial obligations
you desire this proposal from us to perform professional services in the
capacity of Financial Advisor for the Authority (hereinafter called
"Issuer").
2.By this proposal we offer our professional services andour
facilities as Financial Advisor and agree to perform the following
duties,and to perform such other duties as,in our judgment,may be
necessary or advisable:
a.We will make a survey of the financial resources of the
Issuer and the City to determine the extent of your borrowing capacity.
This survey will include an analysis of the proposed debt structure as
compared to existing and projected sources of income which may be
pledged to secure payment of debt service,and where appropriate,will
include a study of the trend of the revenues of the City's water system
that are to be pledged to repayment of the financial obligations in
question.The survey will takeinto account any outstanding obligations
which are payable from the net revenues thereof,additional net revenues
to arise from any proposed rate increase,and the additional i.jt reve
nues as projected by your consulting engineers as a result of theim
provements to be financed by the obligations in question.
b.On the basis of the information developed by the survey
described in the above and foregoing paragraph,and on the basis of
other information and experience available to us,we will submit our
written recommendations on the financing in question.Our plan will
include recommendations as to the date of issue,interest payment dates,
schedule of principal and maturities,options of prior payment,place of
payment,andany other necessary additional security provisions designed
to make the issue more attractive to investors.All recommendations
will be based on our best professional judgment,with the goal of de
signing financial obligations which canbe sold under terms most advan
tageous to Issuer,and at the lowest interest cost consistent with all
other considerations.
c.We will advise you of current bond market conditions,
forthcoming bond issues,and other general information and economic data
which might normally be expected to influence the interest rates or
bidding conditions,so thai the date for the sale of the obligations can
be set at a time,which,in our opinion,will be favorable.
6975
.
d.If it is necessary to hold an election to authorize the
financial obligations,we will serve in a supervisory capacity and
assist in coordinating the assembly and transmittal to the bond attor
neys of such data as may be required forthe preparation of the neces
sary petitions,orders,resolutions,notices and certificates in con
nection with the election,and 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 re
quired for each polling place.We will coordinate the transmittal to
the bond attorneys of such information asis necessary for the prepara
tion of the documents required for the proper canvassing of election
returns and declaration of the result ofthe election.
e.We will oversee other experts employed by you in prepara
tion and submission of the Official Notice of Sale,the Official State
ment or OfferingStatement,and such other marketdocuments,such as
disclosure opinions and blue sky memorandums,which in our judgment are
necessary in the marketing of the obligations.We willalso supervise
preparation of the uniform bid form,containing provisions recognized by
the municipal securities industry as being consistent with the obliga
tions offered for sale.We will see that the Official Statement or
Offering Statement is fully descriptive of the obligations offered and
that it contains complete information on the Issuer or facility or
system,and that it discloses all material facts which may affect the
sale of thebonds.We will submit to you all such offering documents,
including the Official Statement,which shall be approved and certified
to by you,or by the properly designated official.We will furnish you
with a supply of such documents and shall mail a set of the sameto a
list of prospective bidders,a copy of which list shall be submitted to
you upon request.We will also supply sufficient copies of the Official
Statement or Offering Statement to the purchaser of the financial obli
gations in accordance with the terms ofthe Notice of Sale.
f.We will act as your agent in arranging for the printing of
the obligations,and will submit same for execution and impression of
seal,and we will attend to their delivery to the Attorney General for
approval and the Comptroller of Public Accounts for registration,it
being understood that title to and ownership of the printed financial
obligations shall be in the Issuer until they are delivered and sold to
the purchaser.
g.We willconsult with the Issuer on the matter of bond
ratingsfor the proposed issue and wheninstructed shall direct the
preparation of such information as in our opinion is required for sub
mission to the rating agencies.In those cases where the advisability '
of personal presentation of information to the bond rating agencies may
be indicated,a representative of the"Financial Advisor who is experi
enced in such matters shall be available to accompany those representing
the Issuer.
h.We will represent you at the bond sale for the purpose of
tabulation and comparison of bids,and will advise you as to the best
bid,and will provide our recommendation as to acceptance or rejection
of such bid.As soon as a bid for the bonds shall be accepted by you,we will proceed to coordinate the efforts of all concerned to the end'
that the bonds may be delivered and paid for as expeditiously as pos
sible.Our services shall be available in the passage or adoption of
all required ordinances,resolutions or orders,and in the completion of
all certificates necessary for the submission of a transcript to the
Attorney General of Texas.We shall assist-you in the preparation or
verification of final closing figures,and when requested,will provide
recommendations on a program of temporary investment of bond proceeds,
in consultation with the Issuer's architect or consulting engineer,
consistent with the construction timetable for the project.
At closing,we will deliver to you and your paying agents
definitive debt records,including a schedule of annual debt service
requirements on the obligations being delivered to the purchaser.
'3.We agree to direct
nancing herein contemplate^.
6976 .of fi-
that you
recog-
all maintain
Where the issuance and
the project in «««{;"»•Jmentalagency,we S5aii-information required for x
and when requested by you,
priate testimony at public
commissions an$.b?ard5*!^you in any Preliminary
Authority-
,nie of the obligations,and construction ofsaleottne^&£any state or govern-IK preparation^of all financial
applications for such approval,
on your behalf to provide appro-£™s?ate and other governmentaleargavaiia1?le tQ participate wxth
;with the staffs of any state orcoordinatethepreparation of
for state involvement.
4 As consideration for the services
bursement for the expense^w£ich we are to «£"*£JJ^J scheduie plus
agreed .to that our fee will be "snown on rating agency fees,travelallexpensesincludingbondP^^i^^^ewspaperl and trade jour-
outside.the State o±lexas,puuxxv.services described above.Itnals,incurred by us in P^formance of the servic haye such
is also agreed and understood that we may Jt our Pereinaboye mentioned
expenses billed directly toyou.AlJ ££«»expenses,which will be
""^^~"by'you or paid SL^ctly by you only if they are spe-
UJ J *i^by the Authority.
shall become due and payable simul-
■■obligations to the pur
chaser.
5.in the event the financial ^jSiEredtVif anfbonl Sec-proposal should not.beissued s°^ha^e^tion shall fail,then the fee
tionbe necessary,in the evenx:f™~similar propositionsdueusshallbezero;however,shouId tne s»£rQm date hereof,or
again be submitted to eJec"2 _«Siect of this proposal again be at-should the financing made the ^Jf ^'/Sate he?eof,then at our
tempted within such number or ^°"j-proposal shall apply to any such
option the agreement covered,oy tms p^f
financial obligations.
■6 Itis further understood and agreed that we reserve the right
to suta.it a bid for the bonds when offered for sale.
7.This agreement may be terminated by
Sated 3S«S£ffi£f«>e^Inafed ^/hrlutnor^r?^In the event that the contract is termina ^^^Underwood>
Authority shall pay all ac^^xp^nuthority agrees that,if itNeuhaus§Co..hereunder.£u^eo£h^ise covered bythis agreement forshouldadvertiseanVJ\i^7™any notice of termination ofthe con-a period of six months £jJ;l°w^|e^oS0tJ,euhaus 5 Co.will be entitledVf^SSr^^S^i payable under this contract.
8.
6977
When ac-o.This proposal is submitted in duplicate originals
ceptcd by you it will constitute the entire agreement between Issuer and
the undersigned for the purpose and considerations herein specified.
Your acceptance will be indicated by the signature of your
-attested by your >on both copies
j and returning one executed copy to us
Respectfully submitted,
Enclosure:Fee Schedule
AuEnorized Representative
Thomas W.Masterson
Senior Vice President
ACCEPTANCE
ACCEPTED pursuant to adopted by the
of
on this the day of ,19 .
Title
ATTEST;
Title
(SEAL)
M.A.C.
Rev.
Form C-l
1976
.J
6978
bonds
of Cities,
the Tunount of Bonds
,ic Fee Is:
$
$
$
$
-0-
150,000
250,000
350,000
700,000
$1,000,000
$5,0,Q0,000
$10,000,000
•$20,000,000
$150,000
$250,000
$350,000
$700,000
$1,000,000
$5,000,000
$10,000,000
$20,000,000
No Limit
ISS plus $12 51,000 for
.1.000
£or
all o?er $20,000,
Obligation Bonds
fLfftn
Schedule above.
Revenue Bonds
.dninum.feo fo
plus 25%
S^fshall b/thl
Se^ces Fee Sc^ule
anthorxzatxon
financial aav
issuance of bonds for ^le^Shairbe"treated the same as
whetner or not the ^J;®*^S^or other authorisation;aibondsi^ued pursuant to clectconRGct.o ;.th .other flnancxng tl,
^/alfbeSconfiderfd afseparate transactxons.