Ordinance No. 2,101o � J
ORDINANCE NO. 2101
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN,
TEXAS, APPROVING AND AUTHORIZING THE EXECUTION OF A
CONTRACT BETWEEN FULBRIGHT & JAWORSKI AND BAYTOWN AREA
WATER AUTHORITY FOR PROFESSIONAL SERVICES TO BE RENDERED
AS BOND COUNSEL; 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
contract between Fulbright & Jaworski and
Authority for professional services to be
Counsel. A copy of the above referred to
attached hereto, marked Exhibit "A," and
for all intents and purposes.
execution of a
Baytown Area Water
rendered as Bond
contract is
nade a part hereof
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 28th
of October 1976.
/i
TORT GENTRY , Mayor
- -- ATTEST:
TILEEN-P. HALL, City Clerk
APPROVED:
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NEEL RIC AR SON, City Attorney
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7090
E X H .I B I T "A"
FULBRIGHT & JAWORSKI
BANK OF THE SOUTHWEST BUILDING
HOUSTON, TEXAS 77002
TCLEPNONE (7131 051.8181
CABLC FULBRIONT HOUSTON -TCLCX 70 -2829
M. P. MARTIN
PARTNER
ry�o 4110
August 26, 1976
The Honorable Board of Directors _
Baytown Area Water Authority
2401 Market Street
Baytown, Texas 77520
Attention: Mr. Fritz Lanham, General Manager
Gentlemen:
7091
1140 CONNECTICUT AVC., N. W.
WASHINGTON, D. C. 20036
TCLCPHONC (202) 223 -1166
TELEX 09 -2602
52 LINCOLN S INN FICLOB
LONDON, WC2A 3LZ
TCLCPNONC (01) 4OS -3206
TCLCX as -738
PASCO PC LA RCFORMA 355
Mexico 5, 0. F.
TELCPNONCS 5.28 -54 -OS
5- 28 -72 -68
TCLCX 017 -74320
As a result of our prior discussions, we are
writing this letter to describe the duties and'to set forth
the basis for our compensation for professional services to
be rendered as Bond Counsel in connection with the autho-
rization, issuance, and delivery of bonds to be issued by
the Baytown Area Water Authority ( "BAWA ").
Specifically, we will prepare and direct legal
proceedings and perform the other necessary legal services
with reference to the authorization, issuance, and delivery
of each installment or series of bonds, including the follow-
ing:
1. Preparation of all resolutions and other
instruments pursuant to which elections will be
held to authorize the issuance of the bonds or
approval of any contract with the City of Baytown
(the "City "), but not including any filings under
or compliance with other requirements of the
Voting Rights Act or similar federal or state
legislation.
2. Preparation of all resolutions and other
instruments pursuant to which bonds will be autho-
rized, issued, and delivered in consultation with
the Board of Directors of BAWA, its General Manager,
and its other officials, as directed, and the
Financial Advisor of BAWA.
' c
7092
The Honorable Board of Directors
August 26, 1976
Page 2
3. Preparation of any trust indentures or
trust agreements authorizing or securing the
issuance of any bonds.
4. Attendance at meetings of the Board of
Directors of BAWA to the extent required or re-
quested with reference to the.authorization and
issuance of the bonds.
5. Attendance at meetings with other officials
of BAWA, including the General Manager and the
Financial Advisors, with respect to preparation of
bond proceedings.
6. Attendance at meetings with prospective
bond purchasers and meetings with bond rating
agencies to the extent required or requested.
7. Obtaining the approval of the bonds by
the Attorney General of Texas.
S. Supervising the execution of the bonds
and the delivery thereof to the purchasers.
9. When so delivered, rendering our opinion
concerning the validity of the bonds under Texas
law and their tax exempt status under federal
income tax laws.
For each installment or series bonds, the fee
covering our legal services as Bond Counsel will be as
follows based upon the principal amount of each issue or
series:
For the first $1,000,000 1/2 of 1%
(with a min imum'f ee of $3,000)
For the next $4,0001000 3/8 of 1%
For the next $5,000,000 1/4 of 1%
For the next $10,000,000 1/8 of 1%
The additional fee for an issue or series in excess of
$20,000,000 will be negotiated with the Board of Directors
of BAWA. The above fee schedule does not include our expen-
ses which will be billed separately. Our fees and expenses
as Bond Counsel will be payable at the time of the delivery
.. 7093
The Honorable Board of Directors
August 26, 1976
Page 3
of, and payment for, each installment or series of bonds.-
It is specifically agreed that each separate bond issue or
series will be the subject of separate computation under the
above schedule, whether or not such issues or series are
issued simultaneously or within a short period of time of
another issue.
The above fee schedule does not include any special
services not normally included in the legal services per-
formed by Bond Counsel such as fees for mandamus suits in
the Texas Supreme Court; fees for any other kind of litiga-
tion; fees for legal services involving direct responsibility
for proceedings before administrative agencies, including,
by way of example, the Texas Water Development Board, the
Texas Water Rights Commission, the Texas Securities Board,
the Internal Revenue Service, and the Securities and Exchange
Commission; fees for preparation of any prospectuses, official
statements, or other material which must be prepared in
accordance with various securities laws; and fees for the
negotiation and preparation of any contracts between BAWA
and any other party, including the City.. When specifically
requested, we are willing to perform any of such additional
legal services and will perform such services on a "time
charge" basis for which the Firm will maintain adequate
records. The time charge basis will be $50 per hour for
associate attorneys with less than four years experience;
$75 per hour for all other associate attorneys; and $100 per
hour for partners. Non -legal services performed by our Legal
Assistants will be billed at the rate of $30 per hour.
Actual expenses incurred by us for your account,
excluding travel expenses within Harris County, will be
reimbursed by you, and are not to be considered as part of
our compensation.
This agreement may be terminated either by you or
by us at any time, in which event, of course, we expect to
be paid any compensation earned to the date of such termi-
nation and to be reimbursed for any expenses which may have
been incurred to that time. This agreement supercedes and
replaces our previous agreement dated October 18, 1974.
After the passage of the necessary authorization
by the Board of Directors of BAWA, we ask that a copy of
„
t
The Honorable Board of Directors
August 26, 1976
Page 4
7094
this letter be executed by an authorized representative of
BAWA in the space below, and that a copy of the letter and a
certified copy of such authorization be returned to us for
our file.
Very truly yours,
e'` 4 4 T .
The foregoing agreement is hereby accepted on
behalf of the Baytown Area Water Authority pursuant to
authorization of the Board of Directors, on
1976.
BAYTOWN AREA WATER AUTHORITY
By
Title of Officer