Ordinance No. 5,476900222 ®6
ORDINANCE NO. 5476
AN ORDINANCE AUTHORIZING AND DIRECTING THE MAYOR
EXECUTE AND THE CITY CLERK TO ATTEST TO AN AGREEMEN
WITH VINSON & ELKINS TO ACT AS THE CITY'S BOND COUNS
AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. I
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN,
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 22nd day of
i'4;mlmlr�T 0. HUTTO, Mayor
E?EEN H " L, Cit�yCierk
RANDALL B. STRONG, C`
THE WILLARD OFFICE BUILDING
145-9 PENNSYLVANIA AVE, N.W.
WASHINGTON, D. C. 20004 -1007
. TELEPHONE 202 639 6500 TELEX 89680
47 CHARLES ST., BERKELEY SQUARE
LONDON WIX 7PB, ENGLAND
TELEPHONE 011 44 1 491 -7236
CABLE VINELKINS LONDON m4ELEX 24140
VINSON & ELKINS
ATTORNEYS AT LAW
3300 FIRST CITY TOWER
1001 FANNIN
HOUSTON, TEXAS 77002 -6760
TELEPHONE 713 651 -2222 TELEX 762146
February 20, 1990
Honorable Mayor and City Council
City of Baytown, Texas
2401 Market Street
Baytown, TX 77520
FIRST CITY CENTRE
816 CONGRESS AVENUE
AUSTMN TEXAS 7870E -2496
TELEPHONE 512 495 -8400
3700 TRAMMELL CROW CENTER
2001 ROSS AVENUE
DALLAS, TEXAS 7520;-2916
TELEPHONE 214 220 -7700
This letter, when accepted by you, will constitute an
agreement between this firm and the City for our services as bond
counsel to the City in connection with the authorization, issuance,
sale and delivery of approximately $2,500,000 of certificates of
obligation (the "Certificates "), the exact amount of Certificates
to be determined by the City.
We agree that our services as bond counsel will include the
following:
1. Attendance, if requested, at all meetings of the
City Council at which matters pertaining to the
Certificates will be considered;
2. Preparation of the City Council resolution
authorizing and directing the giving of notice of
intention to issue the Certificates, as required by
law;
3. Preparation of the ordinance of the City Council
authorizing issuance of the Certificates, together
with all other legal documents comprising the
transcript of proceedings for authorization and
issuance of the Certificates;
4. Consultation with the City and the City's financial
advisors to review information to be included in
any Official Statement or other prospectus for the
Certificates, limited solely to the description of
the Certificates, the security for the Certificates,
and the status of the interest thereon under federal
income tax law;
5. Preparation of and submission to the Attorney
General of Texas of a transcript of proceedings for
• the Certificates to obtain the approval of the
City of Baytown, Texas
February 20, 1990
Page 2
• Attorney General and registration by the Comptroller
of Public Accounts of Texas;
6. Preparation and filing of legal documents required
under federal income tax law for the Certificates,
and the preparation of and delivery to the City of
a Letter of Instructions with respect to the federal
income tax treatment of the Certificates;
7. Supervision of the printing of the Certificates and
their delivery to the purchasers; and
8. The delivery at closing of our approving opinion as
to the validity of the Certificates under Texas law
and, if appropriate, the exclusion of interest on
the Certificates from gross income of holders under
federal income tax law.
For the services outlined above, the City agrees to pay us a
fee of $5,000.
The City also agrees to reimburse us for expenses incurred in
connection with the Certificates, including travel, long distance
telephone charges, telex or telecopy services, etc. Such expenses
shall be reasonable and subject to approval by the City.
The services outlined above do not include such matters as
services as disclosure counsel in connection with the Certificates,
work on post - closing or special federal tax issues, obtaining IRS
rulings or clarifications of federal tax law, presentations to
rating agencies or bond insurers, or "blue sky" or securities
registration services. We will be pleased to provide legal
services in connection with any matters not included in paragraphs
1 through 8 above, but we believe that such additional or special
services should be performed as needed from time to time and on
mutually agreeable terms.
This agreement shall remain in force and effect until the
Certificates have been sold and delivered; provided, however, that
this agreement may be terminated by either party on thirty days
written notice.
City of Baytown, Texas
February 20, 1990
Page 3
• If the arrangement set out above meets with your approval,
please take appropriate action to approve this agreement and return
one executed copy to the undersigned.
Respectfully,
VINSON & ELKINS
By C 6
Clifford � Y ngblood
ACCEPTED:
CITY OF BAYTOWN, TEXAS
By
Mayor
ATTEST:
City Secretary
EXHH.",11 r
THE WILLARD OFFICE BUILDING
1455 PENNSYLVANIA AVE, N.W.
WASHINGTON, 0. C. 20004,1007
• TELEPHONE Z02 639 -6500 TELEX 89680
47 CHARLES ST., BERKELEY SQUARE
LONDON W1X 7PB, ENGLAND
TCLEPHONE Oil 44 1 491 -7236
CABLE VINELKINS LONDON WI-TELEX 24140
VINSON & ELKINS
ATTORNEYS AT LAW
3300 FIRST CITY TOWER
1001 FANNIN
HOUSTON, TEXAS 77002-6760
TELEPHONE 713 651 -2222 TELEX 762146
February 20, 1990
Honorable Mayor and City Council
City of Baytown, Texas
2401 Market Street
Baytown, TX 77520
FIRST CITY CENTRE
616 CONGRESS AVENUE
AUSTIN, TEXAS 78701 -2496
TELEPHONE 512 495-6400
3700 TRAMMELL CROW CENTER
2001 ROSS AVENUE
DALLAS,TEXAS 75201 -2916
TELEPHONE 214 220 -7700
This letter, when accepted by you, will constitute an
agreement between this firm and the City for our services as bond
counsel to the City in connection with the authorization, issuance,
sale and delivery of approximately $2,500,000 of certificates of
obligation (the "Certificates "), the exact amount of Certificates
to be determined by the City.
We agree that our services as bond counsel will include the
following:
1. Attendance, if requested, at all meetings of the
City Council at which matters pertaining to the
Certificates will be considered;
2. Preparation of the City Council resolution
authorizing and directing the giving of notice of
intention to issue the Certificates, as required by
law;
3. Preparation of the ordinance of the City Council
authorizing issuance of the Certificates, together
with all other legal documents comprising the
transcript of proceedings for authorization and
issuance of the Certificates;
4. Consultation with the City and the City's financial
advisors to review information to be included in
any Official Statement or other prospectus for the
Certificates, limited solely to the description of
the Certificates, the ,security for the Certificates,
and the status of the interest thereon under federal
income tax law;
5. Preparation of and submission to the Attorney
General of Texas of a transcript of proceedings for
the Certificates to obtain the approval of the
k fi f
City of Baytown, Texas
February 20, 1990
Page 2
• Attorney General and registration by the
Comptroller of Public Accounts of Texas;
6. Preparation and filing of legal documents required
under federal income tax law for the Certificates,
and the preparation of and delivery to the City of
a Letter of Instructions with respect to the federal
income tax treatment of the Certificates;
7. Supervision of the printing of the Certificates and
their delivery to the purchasers; and
8. The delivery at closing of our approving opinion as
to the validity of the Certificates under Texas law
and, if appropriate, the exclusion of interest on
the Certificates from gross income of holders under
federal income tax law.
For the services outlined above, the City agrees to pay us a
fee calculated on the basis of the following hourly rates:
Partners of the firm $200
Senior associate lawyers $150
Junior associate lawyers $100
Legal assistants $ 50
Secretarial time $ -0--
The City also agrees to reimburse us for expenses incurred in
connection with the Certificates, including travel, long distance
telephone charges, telex or telecopy services, etc. Such expenses
shall be reasonable and subject to approval by the City.
The services outlined above do not include such matters as
services as disclosure counsel in connection with the Certificates,
work on post- closing or special federal tax issues, obtaining IRS
rulings or clarifications of federal tax law, presentations to
rating agencies or bond insurers, or "blue sky" or securities
registration services. We will be pleased to provide legal
services in connection with any matters not included in paragraphs
1 through 8 above, but we believe that such additional or special
services should be performed as needed from time to time and on
mutually agreeable terms.
This agreement shall remain in force and effect until the
Certificates have been sold and delivered; provided, however, that
this agreement may be terminated by either party on thirty days
written notice.
X f 11, M A
City of Baytown, Texas
February 20, 1990
Page 3
• If the arrangement set out above meets with your approval,
please take appropriate action to approve this agreement and return
one executed copy to the undersigned.
Respectfully,
VINSON & ELKINS
By
CliffordY ngblood
ACCEPTED:
CITY OF BAYTOWN, TEXAS
By
Mayor
ATTEST:
City Secretary