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Ordinance No. 2,93700724 -1 ORDINANCE NO. 2937 AN ORDINANCE AUTHORIZING AND DIRECTING THE MAYOR AND CITY CLERK OF THE CITY OF BAYTOWN TO EXECUTE AND ATTEST TO A FINANCIAL ADVISORY CONTRACT WITH UNDERWOOD, NEUHAUS & COMPANY, INCORPORATED, AND PROVIDING FOR THE EFFECTIVE DATE HEREOF. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS: Section l: That the City Council of the City of Baytown hereby authorizes and directs the Mayor and City Clerk to execute and attest to a financial advisory contract between Underwood, Neuhaus & Company, Incorporated, and the City of Baytown. A copy of said 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. INTRODUCED, READ, and PASSED by the affirmative vote of the City Council of the City of Baytown this 2jtj day of July f 1980. METT 0. HUTTO, Mayor ATTEST: EILEEN P. HALL, City Clerk APPROVED: RANDALL B. STRONG, City Ytorney 00724 --1a E X H I B I T "A" 00724 -1b FINANCIAL ADVISORY CONTRACT pate: July -10, 1980 Honorable Mayor and City Council City of Baytown Baytown, Texas 1. We understand that you are contemplating the issuance of bonds or other securities of the kinds, in the amounts, and for the purposes indicated as follows: $1,000,000 Certificates of obligation and that in connection with the issuance of these securities you desire this proposal from us to perform professional services in the capacity of Financial Advisor for the City of Baytown, Texas (hereinafter called "Issuer "). 2. By this proposal we offer our professional services as Financial Advisor for the issuance and sale of the above de- scribed securities, and in that capacity we agree to perform the following duties and 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, including an analysis of the existing debt struc- ture as compared to existing and projected sources of income which may be pledged to secure payment of the Issuer's securities, the Issuer's taxing power, and its present and future taxing requirements. If the revenues of a system or facilities are to be pledged to repayment of such securities, the survey will take into account any outstanding obligations which are payable from the net revenues thereof, projected net revenues, to arise from any proposed rate increase, and the additional revenues and expenses, projected by your consulting engineers, resulting from the proposed improvements. We will also take into account future financing needs and operations as projected by your staff and /or your consulting engineers and other experts. .f:. 00724 -1c b, On the basis of the information developed by the survey described in paragraph 2.a., and on the basis of market- ing experience and other information available to us, we will submit our financing recommendations, which will include recommendations as to the date of issue, interest payment dates, schedule of principal maturities, options of prior payment, and any additional provisions. All recommendations will be based on our best professional judgment, with the goal of designing securities which can be sold under terms most advantageous to the 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 interest rates, so that the date for the sale of the securities can be set at a time, which, in our opinion, will be best for the Issuer. d. We will coordinate the compilation and submission of the Official Notice of Sale, the Official Bid form, the preliminary and final Official Statements or Offering Statements, and such other market documents which may be required (collectively, the "Offering Documents "). We will submit the offering Documents for your proper examination, approval and certification. e. We will make recommendations concerning rating(s) for the proposed issue and when directed by you shall coordinate the compilation of such information as in our opinion is required for submission to the rating agency(ies). In those cases where the advisability of personal presentation of information to a rating agency may be indicated, we will arrange for such personal presentation. 2 00724 -1d f. When the securities are sold at public sale we will disseminate the Offering Documents to prospective bidders, will organize such information meetings as in our judgment may be necessary, and will work with pros- pective bidders to assist them in timely submitting proper bids. We will assist you in the sale in coordi- nating the receipt of bids and good faith checks, in tabulating and comparing bids, and in recommending acceptance or rejection of the winning bid. As soon as such bid shall be accepted by you, we will proceed to coordinate the efforts of all concerned to the end that the. certificates may be delivered and paid for as ex- peditiously as possible. We shall assist you in the preparation or verification of final closing figures, and when requested, will provide suggestions on a program of temporary investment of proceeds, in consultation with your architect or consulting engineer, consistent with the construction timetable for the project. g. We will arrange for the printing of the securities will submit same for execution and impression of seal, and will attend to their delivery to the Attorney General of Texas for approval and to the Comptroller of Public Accounts of the State of Texas for registration. Title . to and ownership of the printed securities shall remain with the Issuer until they are delivered to and paid for by the bidder (the "Purchaser ") whose bid has been accepted by you. h. We will deliver to you and the appropriate paying agent bank(s), a schedule of annual debt service requirements on the securities being delivered to the Purchaser. 3 00724—le 3. We agree to direct and coordinate the entire program. of financing herein contemplated. In that connection we understand that hou have retained or expect to retain Messrs. Vinson & Elkins, Houston, Texas, a firm of recognized municipal bond attorneys who will prepare the appropriate legal proceedings and documents, will advise the steps necessary to issue the securities, and will issue an opinion approving their legality and exemption from taxation. We will maintain liaison with this firm of bond attorneys and shall assist in all financial advisory aspects involved in the compilation of the appropriate legal proceedings and documents. Where the issuance and sale of the securities requires the approval of any state or governmental agency, we shall assist you in the compilation of all financial information required for inclusion in application for such approval, and when requested by you, we shall appear on your behalf to provide appropriate testimony at public hearings before state and other governmental commissions and boards. We will also be available to participate with you in any preliminary conferences with the staffs of any state or governmental agencies involved, and we will, for qualified projects, coordinate the compilation of financial assistance applications required for governmental involvement. 4. In consideration for the services rendered by us in connection with the issuance and sale of the above - described securities it is understood and agreed that our fee will be set out in the attached fee schedule, which fee, together with certain reimbursable expenses, shall become due and payable simultaneously with the delivery of the securities to the Purchaser. a. The fee for Certificates authorized and issued in a single installment, shall be the amount as computed from the attached shedule. 4 vertisements. 5. It is further understood and expressly agreed that the Financial Advisor reserves the right to submit a bid for the securi- ties when offered for sale at public bid. 6. This agreement shall be terminated by the delivery to the Purchaser of all the securities covered hereby, whether delivered all at one time, or in installments. 7. This proposal is submitted in duplicate originals. When accepted by the Issuer it will constitute the entire agreement between the Issuer and the undersigned for the purpose and consid- erations herein specified. Your acceptance will be indicated by proper signatures of your authorized officers or representatives on both copies and the returning of one executed copy to us: Respectfully Submitted, By Mr. Thomas W. Masterson UNDERWOOD, NEUHAUS & CO. INCORPORATED ACCEPTED pursuant to motion passed by the City Council of The City of Baytown, Texas, on this 10th of July, 1980- Mayor ATTEST: City Secretary 5 00724 -1f b. Expenses of Bond Attorney's Legal Opinion, certificate printing and costs of printing the Official Statement and related documents by mimeograph are included herein. Expenses of printing the Official Statement and related documents by other methods are not covered under the attached fee schedule. Other items not included in the attached fee schedule are costs of Rating Agencies, travel expenses outside the State of Texas, and Costs of ad- vertisements. 5. It is further understood and expressly agreed that the Financial Advisor reserves the right to submit a bid for the securi- ties when offered for sale at public bid. 6. This agreement shall be terminated by the delivery to the Purchaser of all the securities covered hereby, whether delivered all at one time, or in installments. 7. This proposal is submitted in duplicate originals. When accepted by the Issuer it will constitute the entire agreement between the Issuer and the undersigned for the purpose and consid- erations herein specified. Your acceptance will be indicated by proper signatures of your authorized officers or representatives on both copies and the returning of one executed copy to us: Respectfully Submitted, By Mr. Thomas W. Masterson UNDERWOOD, NEUHAUS & CO. INCORPORATED ACCEPTED pursuant to motion passed by the City Council of The City of Baytown, Texas, on this 10th of July, 1980- Mayor ATTEST: City Secretary 5 00724 -1g 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 Professional Services Fee Schedule above. (over) • UNDERWOOD, NEupuvs & CO. Incorporated PROFESSIONAL SERVICES FEE SCHEDULE (For Cities, Counties and School Districts) The following professional services fee 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- $ 150,000 $3,300 $ 150,000 $ 250,000 $3,300 plus $12 per $1,000 for all over $150,000 $ 250,000 $ 350,000 $4,500 plus $7.25 per $1,000 for all over $250,000 $ 350,000 $ 700,000 $5,225 plus $3.50 per $1,000 for all over $350,000 $ 700,000 $ 1,000,000 $6,450 plus $3.00 per $1,000 for all over $700,000 $ 1,000,000 $ 5,000,000 $7,350 plus $2.50 per $1,000 for all over $1,000,000 $ 5,000,000 $10,000,000 $17,350 plus $1.25 per $1,000 for all over $5,000,000 $10,000,000 $20,000,000 $23,600 plus $1.00 per $1,000 for all over $10,000,000 $20,000,000 No Limit $33,600 plus $0.40 per $1,000 for all over $20,000,000 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 Professional Services Fee Schedule above. (over) • FINANCIAL ADVISORY CONTRACT Date: July -10, 1980 Honorable Mayor and City Council City of Baytown Baytown , Texas 1 . We understand that you are contemplating the issuance of bonds or other securities of the kinds , in the amounts , and for the purposes indicated as follows: $1 , 000 , 000 Certificates of Obligation and that in connection with the issuance of these securities you desire this proposal from us to perform professional services in the capacity of Financial Advisor for the City of Baytown , Texas (hereinafter called "Issuer" ) . 2 . By this proposal we offer our professional services as Financial Advisor for the issuance and sale of the above de- scribed securities , and in that capacity we agree to perform the following duties and 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 , including an analysis of the existing debt struc- ture as compared to existing and projected sources of income which may be pledged to secure payment of the Issuer ' s securities , the Issuer ' s taxing power , and its present and future taxing requirements. If the revenues of a system or facilities are to be pledged to repayment of such securities , the survey will take into account any outstanding obligations which are payable from the net revenues thereof, projected net revenues , to arise from any proposed rate increase, and the additional revenues and expenses , projected by your consulting engineers , resulting from the proposed improvements. We will also take into account future financing needs and operations as projected by your staff and/or your consulting engineers and other experts . b. On the basis of the information developed by the survey described in paragraph 2 .a. , and on the basis of market- ing experience and other information available to us , we will submit our financing recommendations , which will include recommendations as to the date of issue , interest payment dates , schedule of principal maturities , options of prior payment , and any additional provisions . All recommendations will be based on our best professional judgment , with the goal of designing securities which can be sold under terms most advantageous to the Issuer , and at the lowest interest cost consistent with all other consider at ions . 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 interest rates , so that the date for the sale of the securities can be set at a time , which, in our opinion, will be best for the Issuer . d. We will coordinate the compilation and submission of the Official Notice of Sale , the Official Bid Form , the preliminary and final Official Statements or Offering Statements , and such other market documents which may be required (collectively , the "Offering Documents" ) . We will submit the Offering Documents for your proper examination, approval and certification. e. We will make recommendations concerning rating ( s ) for the proposed issue and when directed by you shall coordinate the compilation of such information as in our opinion is required for submission to the rating agency ( ies) . In those cases where the advisability of personal presentation of information to a rating agency may be indicated , we will arrange for such personal presentation. 2 t 4 f. When the securities are sold at public sale we will disseminate the Offering Documents to prospective bidders , will organize such information meetings as in our judgment may be necessary , and will work with pros- pective bidders to assist them in timely submitting proper bids . We will assist you in the sale in coordi- nating the receipt of bids and good faith checks , in tabulating and comparing bids, and in recommending acceptance or rejection of the winning bid. As soon as such bid shall be accepted by you , we will proceed to coordinate the efforts of all concerned to the end that the certificates may be delivered and paid for as ex- peditiously as possible . We shall assist you in the preparation or verification of final closing figures , and when requested, will provide suggestions on a program of temporary investment of proceeds , in consultation with your architect or consulting engineer , consistent with the construction timetable for the project . g. We will arrange for the printing of the securities will submit same for execution and impression of seal , and will attend to their delivery to the Attorney General of Texas for approval and to the Comptroller of Public Accounts of the State of Texas for registration . Title to and ownership of the printed securities shall remain with the Issuer until they are delivered to and paid for by the bidder (the "Purchaser " ) whose bid has been accepted by you. h. We will deliver to you and the appropriate paying agent bank( s) , a schedule of annual debt service requirements on the securities being delivered to the Purchaser . 3 b 3. We agree to direct and coordinate the entire program. of financing herein contemplated. In that connection we understand that hou have retained or expect to retain Messrs . Vinson & Elkins , Houston , Texas , a firm of recognized municipal bond attorneys who will prepare the appropriate legal proceedings and documents , will advise the steps necessary to issue the securities, and will issue an opinion approving their legality and exemption from taxation. We will maintain liaison with this firm of bond attorneys and shall assist in all financial advisory aspects involved in the compilation of the appropriate legal proceedings and documents . Where the issuance and sale of the securities requires the approval of any state or governmental agency , we shall assist you in the compilation of all financial information required for inclusion in application for such approval , and when requested by you , we shall appear on your behalf to provide appropriate testimony at public hearings before state and other governmental commissions and boards. We will also be available to participate with you in any preliminary conferences with the staffs of any state or governmental agencies involved , and we will , for qualified projects , coordinate the compilation of financial assistance applications required for governmental involvement . 4 . In consideration for the services rendered by us in connection with the issuance and sale of the above-described securities it is understood and agreed that our fee will be set out in the attached fee schedule , which fee , together with certain reimbursable expenses , shall become due and payable simultaneously with the delivery of the securities to the Purchaser . a. The fee for Certificates authorized and issued in a single installment , shall be the amount as computed from the attached shedul e. 4 b . Expenses of Bond Attorney ' s Legal Opinion, certificate printing and costs of printing the Official Statement and related documents by mimeograph are included herein . Expenses of printing the Official Statement and related documents by other methods are not covered under the attached fee schedule . Other items not included in the attached fee schedule are costs of Rating Agencies , travel expenses outside the State of Texas , and Costs of ad- vertisements . 5. It is further understood and expressly agreed that the Financial Advisor reserves the right to submit a bid for the securi- ties when offered for sale at public bid . 6 . This agreement shall be terminated by the delivery to the Purchaser of all the securities covered hereby , whether delivered all at one time , or in installments . 7 . This proposal is submitted in duplicate originals . When accepted by the Issuer it will constitute the entire agreement between the Issuer and the undersigned for the purpose and consid- erations herein specified . Your acceptance will be indicated by proper signatures of your authorized officers or representatives on both copies and the returning of one executed copy to us : Respectfully Submitted , By Mr . Thomas W . Masterson UNDERWOOD , NEUHAUS & CO. INCORPORATED ACCEPTED pursuant to motion passed by the City Council of The City of Baytown , Texas , on this 10th of July , 1980 . Mayor ATTrST : City Secretary 5 UNDERWOOD, NEUHAUS & CO. Incorporated PROFESSIONAL SERVICES FEE SCHEDULE (For Cities, Counties and School Districts) The following professional services fee 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— $ 150,000 $3,300 $ 150,000 $ 250,000 $3,300 plus $12 per $1,000 for all over$150,000 $ 250,000 $ 350,000 $4,500 plus $7.25 per $1,000 for all over$250,000 $ 350,000 $ 700,000 $5,225 plus $3.50 per $1,000 for all over$350,000 $ 700,000 $ 1,000,000 $6,450 plus $3.00 per $1,000 for all over$700,000 $ 1,000,000 $ 5,000,000 $7,350 plus $2.50 per $1,000 for all over$1,000,000 $ 5,000,000 $10,000,000 $17,350 plus $1.25 per $1,000 for all over $5,000,000 $10,000,000 $20,000,000 $23,600 plus $1.00 per $1,000 for all over$10,000,000 $20,000,000 No Limit $33,600 plus $0.40 per $1,000 for all over $20,000,000 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 Professional Services Fee Schedule above. (over) Revenue Bonds The recommended minimum ee for Revenue Bonds, voted at a single bond election and issued in a single installment, shall be the amount as com- puted from the Professional Services Fee Schedule 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 than bond 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 shall be considered as separate transactions. Expenses Related to Issuance Expenses of Bond Attorneys,bond printing, costs of Bond Rating Agencies, travel expenses outside the State of Texas, costs of advertisements, printing and other costs related to publishing of the Notice of Sale, Official Statement and other documents shall not be covered by the fees set forth above. (Date—January 1976)