Ordinance No. 5,457E
affltq=
AN ORDINANCE AUTHORIZING AND DIRECTING THE MAYOR TO
EXECUTE AND THE CITY CLERK TO ATTEST TO A CONTRACT WITH
MASTERSON MORELAND SAUER WHISMAN, INC. TO ACT AS THE
CITY'S FINANCIAL ADVISOR; AND PROVIDING FOR THE
EFFECTIVE DATE THEREOF.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF YT N,
TEXAS:
Section 2: This ordinance shall take effect immediately
from and after its passage by the City Council of the City of
Baytown.
INTRODUCED, READ
City Council of the
February, 1990.
and PASSED by the affirmative vote of the
City of Baytown, this the 8th day of
4ETT 0® HUTTO, Mayor
EILEEN P. HALL, City Clerk
NDALL44B.S ONG, 5�fi Ci Attorney
'
C:1:38:17
(Form of AgreeineBL between Political 5ub&v6ion and Financial Advisor Covering Issuance of Securicle& Based 0a Revised Municipal Advisory
Council Form C. I.)
L We understand that you are contemplating the issuance of securities of the kinds, in the amounts and for
the purposes indicated as follows:
All bonds to be issued by the City of Baytown (the "City) within the City's fiscal years 1990 and 1991. At
the City's option, this contract may be Wended to include the City's fiscal years 1992 and 1993. 'Bonds" is
understood to include but not be limited to, general obligation bonds, certificates of obligation, revenue bonds,
tax anticipation notes, bond anticipation notes or other lawful securities issued by the City, but does not include
refunding bonds. Such Bonds may be authorized by the voters of the City or may be issued on a contractual
basis. All Bonds must be authorized for sale by the City Council-
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 Raytown, Texas (hereinafter called "Issuer").
2. By this proposal we offer our professional services and our facilities as Financial Advisor for the issuance
and sale, of the above - described securities, and in [bat capacity we agree to perform the following duties, and to perform
such other duties, as, in our judgment, may be necessary or advisable:
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 maturities, options of prior payment, and
any other necessary additional security provisions designed to make [he issue more attractive to
investors. All recommenda [ions will be based on our best professional judgement, with the goal of
designing securities which can be sold under terms most advantageous 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 that the date for the sale of the securities can be set at a time which, in our
opinion, will be favor-able.
d. If it is necessary to hold an election to authorize the securities, we will, under the direction of the bond
attorneys, assist in coordinating the assembly and transmittal to the bond attorneys of such data as may
be required for the preparation of then ary petitions, orders, resolutions, notices and certificates in
connection with the election.
E*11,,4 I" A
f. We will make recommendations to the Issuer on the matter of bond rating(s) for the proposed issue and
when directed by you shall coordinate the preparation of such information as in our opinion is required
for sub mission to the rating agency(ics). In those cases where the advisability of personal presentation
of information to the bond rating agencies may be indicated, we will arrange for such personal
Presentation-
g. If the securities are to be sold at public sale we will disseminate information to prospective bidders, we
will organize such information meetings as in n our judgment may be necessary, and will work with
prospective bidders to assist them in timely submitting proper bids. We will assist you at the bond sale
for the purpose of coordinating the receipt of bids, and the furnishing of good faith checks where
indicated, and 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 possible. We shall assist you in the
preparation of verification of final closing figures, and when requested Will provide suggestions 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
After closing we will deliver to you and your paying agent(s) definitive debt records, including a schedule of
annual debt service, requirements on the obligations being delivered to the purchaser.
3. We agree to direct and coordinate the entire program of financing herein contemplated. In that connection
we understand that you have retained or expect to retain a firrit of recognized municipal bond attorneys who will prepare
the proceedings and advise the steps necessary to be taken to Lssue the securities and who will issue an opinion approving
their legality. We will maintain liaison with this firm of bond attorneys and shall assist in all financial advisory aspects
involved in the preparation of appropriate legal proceedings and documents.
Where the issuance and sale of the securities, and construction of the project in question, requires the
approval of any state or governmental agency, we shall assist you in the preparation of all financial information required
for inclusion in applications for such approval, and when requested by you, shall appear on your behalf to provide
appropriate testimony at public hearings before state and other governmental commissions and the 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 preparation of financial assistance applications required for
state involvement.
4. In consideration for the services rendered by us in connection with the issuance and safe of the above-
described securities it is understood and agreed that our fee for each bond issue sold separately will be as follo%vs-.
$O - $499,000 $7,500 minimum flat fee,
$500,000-SI,999,000 1.50% * $500,000 plus $4.00 per thousand over $500,000
52,000,000 - S4,999,000 .675% * $2,000,000 plus 52.00 per thousand over $2,000,000
Over 55,000,000 .39% * $5,000,000 plus 51.75 per thousand over $5,000,000
We understand that the Bonds will be sold in several installments over several years.
In addition to our fee, the Issuer will be responsible for the expenses set forth below. In some cases, we
may incur these expenses on your behalf, and you agree to reimburse us for such expenses.
The City will bear all expenses of issuance including but not limited to, legal fees, printing and publication
costs, mailing expenses, rating agency fez, municipal bond insurance premiums and all expenses related thereto.
Our fee and reimbursable expenses shall become due and payable simultaneously with the delivery of the
securities to the purchaser. In the event the sale of securities to the purchaser does not occur, our reimbursable expenses
shall become due and payable within 30 days after they are incurred by us.
5. In the event any bond election ben ry, if such elections shall fail, the fee duo us shall be limited to our
reimbursable expenses; however, should the same or similar propositions again be submitted to election hold within
twelve months from date hereof, then at our option the agreement covered by this proposA shall apply to any such
securities.
6. If we are requested to perform additional financial advisory services for the Issuer other than in connection
with the issuance and sale of the securities, such additional services will be billed at the rate of 5125.00 per hour. In
addition, we will charge the Issuer for any out-of-pocket expenses incurred by use (such as travel, courier deliveries,
photocopying and legal) in the performance of these services, We will invoice the Issuer on a monthly basis for these
additional fees and expenses and, unless other arrangements are made, would expect that our statements be processed
and paid within thirty days of receipt.
7. It is further understood and agreed that we are hereby authorized to reserve the right to submit a bid for the
securities when offered for sale, and we do reserve such right.
8. Special Conditions. In addition to the terms and obligations herein contained, this proposal and
agreement is subject to the following special conditions:
This agreement may be terminated by us or the City on thirty days notice, and we would expect to be paid
to the termination date; provided, however, that this agreement may not be terminated with regard to its application to
any issue of bonds which we have been authorized to advertise for sale.
9. This proposal is submitted in duplicate originals. When accepted by Issuer it will constitute the entire
agreement between Issuer and the undersigned for the purpose and considerations herein specified. Your acceptance
will be indicated by proper signatures of your authorized officers of representatives on both copies and the returning of
one executed copy to us:
Respectfully submitted,
MASTERSON MORELAND SAUER WHISMAN, INC.
By: �.
Thomas W. Masterson
Title: Chairman
ACCEPTANCE
ACCEPTED pursuant to
adopted by the City Council of the City of
Baytown, Texas of on this day of 19
ATTEST:
Title
(SEAL)
0
Title
FINANCIAL ADVISORY CONTRACT
(Form of Agreement between Political Subdivision and Financial Advisor Covering Issuance of Securities. Based on Revised Municipal Advisory
Council Form C-1.)
Date: February 6, 1990
To: Honorable Mayor and City Council
City of Baytown,Texas
2401 Market Street
Baytown,Texas
Gentlemen:
1. We understand that you are contemplating the issuance of securities of the kinds, in the amounts and for
the purposes indicated as follows:
All bonds to be issued by the City of Baytown (the"City")within the City's fiscal years 1990 and 1991. At
the City's option, this contract may be extended to include the City's fiscal years 1992 and 1993. "Bonds" is
understood to include but not be limited to,general obligation bonds,certificates of obligation, revenue bonds,
tax anticipation notes,bond anticipation notes or other lawful securities issued by the City,but does not include
refunding bonds. Such Bonds may be authorized by the voters of the City or may be issued on a contractual
basis. All Bonds must be authorized for sale by the City Council.
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 and our facilities as Financial Advisor for the issuance
and sale of the above-described securities,and in that capacity we agree to perform the following duties,and to perform
such other duties,as,in our judgment,may be necessary or advisable:
11
a. We will make a survey of the financial resources of the Issuer to determine the extent of its borrowing
capacity. This survey will include an analysis of the existing 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 assessed valuation of the Issuer, the Issuer's taxing
power,and the present and estimated future taxing requirements. If the revenues of a system or facility
are to be pledged to repayment of the securities in question, the survey will take into 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 net revenues as projected by your consulting
engineers as a result of the improvements to be financed by the securities in question. We will also take
into account your future financing needs and operations as projected by our staff and/or your consulting
engineers and other experts.
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 maturities,options of prior payment,and
any other necessary additional security provisions designed to make the issue more attractive to
investors. All recommendations will be based on our best professional judgement, with the goal of
designing securities which can be sold under terms most advantageous 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 that the date for the sale of the securities can be set at a time which, in our
opinion,will be favorable.
d. If it is necessary to hold an election to authorize the securities,we will,under the direction of the bond
attorneys,assist in coordinating the assembly and transmittal to the bond attorneys of such data as may
be required for the preparation of the necessary petitions,orders,resolutions,notices and certificates in
connection with the election.
e. We will coordinate the preparation and submission of the Official Notice of Sale,the Official Statement
or Offering Statement, and such other market documents which you may require. We will also
supervise preparation of the uniform bid form, containing provisions recognized by the municipal
securities industry as being consistent with the securities offered for sale. We will submit to you all such
offering documents, including the Official Statement, for your proper examination, approval and
certification. After such examination, approval and certification we will furnish you with a supply of
such documents and shall mail a set of the same to 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 securities in accordance with the terms of the Notice of Sale.
ed
f. We will make recommendations to the Issuer on the matter of bond rating(s)for the proposed issue and
when directed by you shall coordinate the preparation 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 the bond rating agencies may be indicated, we will arrange for such personal
presentation.
g. If the securities are to be sold at public sale we will disseminate information to prospective bidders,we
will organize such information meetings as in our judgment may be necessary, and will work with
prospective bidders to assist them in timely submitting proper bids. We will assist you at the bond sale
for the purpose of coordinating the receipt of bids, and the furnishing of good faith checks where
indicated, and 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 possible. We shall assist you in the
preparation of verification of final closing figures, and when requested will provide suggestions 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.
h. We will act as your agent in arranging for the printing of the securities, 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 securities shall be in the Issuer until they are sold and delivered to the
purchaser.
After closing we will deliver to you and your paying agent(s) definitive debt records, including a schedule of
annual debt service requirements on the obligations being delivered to the purchaser.
3. We agree to direct and coordinate the entire program of financing herein contemplated. In that connection
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 to issue the securities and who will issue an opinion approving
their legality. We will maintain liaison with this firm of bond attorneys and shall assist in all financial advisory aspects
involved in the preparation of appropriate legal proceedings and documents.
Where the issuance and sale of the securities, and construction of the project in question, requires the
approval of any state or governmental agency,we shall assist you in the preparation of all financial information required
for inclusion in applications for such approval, and when requested by you, shall appear on your behalf to provide
appropriate testimony at public hearings before state and other governmental commissions and the 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 preparation of financial assistance applications required for
state 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 for each bond issue sold separately will be as follows:
$0-$499,000 $7,500 minimum flat fee
$5002000-$1199%000 1.50%*$500,000 plus$4.00 per thousand over$500,000
$220002000-$4,9992000 .675%* $2,000,000 plus$2.00 per thousand over$2,000,000
Over$5,000,000 .39%* $5,000,000 plus$1.75 per thousand over$5,000,000
We understand that the Bonds will be sold in several installments over several years.
In addition to our fee, the Issuer will be responsible for the expenses set forth below. In some cases, we
may incur these expenses on your behalf,and you agree to reimburse us for such expenses.
The City will bear all expenses of issuance including but not limited to,legal fees,printing and publication
costs,mailing expenses,rating agency fee,municipal bond insurance premiums and all expenses related thereto.
Our fee and reimbursable expenses shall become due and payable simultaneously with the delivery of the
securities to the purchaser. In the event the sale of securities to the purchaser does not occur,our reimbursable expenses
shall become due and payable within 30 days after they are incurred by us.
5. In the event any bond election be necessary,if such elections shall fail,the fee due us shall be limited to our
reimbursable expenses; however, should the same or similar propositions again be submitted to election held within
twelve months from date hereof, then at our option the agreement covered by this proposal shall apply to any such
securities.
6. If we are requested to perform additional financial advisory services for the Issuer other than in connection
with the issuance and sale of the securities, such additional services will be billed at the rate of$125.00 per hour. In
addition, we will charge the Issuer for any out-of-pocket expenses incurred by use (such as travel, courier deliveries,
photocopying and legal) in the performance of these services. We will invoice the Issuer on a monthly basis for these
additional fees and expenses and, unless other arrangements are made,would expect that our statements be processed
and paid within thirty days of receipt.
a
7. It is further understood and agreed that we are hereby authorized to reserve the right to submit a bid for the
securities when offered for sale,and we do reserve such right.
8. Special Conditions. In addition to the terms and obligations herein contained, this proposal and
agreement is subject to the following special conditions:
This agreement may be terminated by us or the City on thirty days notice,and we would expect to be paid
to the termination date; provided, however, that this agreement may not be terminated with regard to its application to
any issue of bonds which we have been authorized to advertise for sale.
9. This proposal is submitted in duplicate originals. When accepted by Issuer it will constitute the entire
agreement between Issuer and the undersigned for the purpose and considerations 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,
MASTERSON MORELAND SAUER WHISMAN,INC.
By. 7S
Thomas W.Masterson
Title: Chairman
ACCEPTANCE
ACCEPTED pursuant to Ordinance No. 5457 adopted by the City Council of the City of
Baytown,Texas of Harris and Chambers Counties on this 8 day of February , 19_....................................
r
Title
ATTEST:
Eileen P. Hall
Title City Clerk
(SEAL)