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HomeMy WebLinkAbout05-12-1987 Meetingr • • i ~ , LA PORTE AREA WATER AUTHORITY BOARD MINUTES MAY 12, 1987 1. The meeting was called to order at 7:00 P.M. MEMBERS PRESENT: President Cary Burnley, Secretary Rick Matthews, Member Jerry Bramlett OTHERS PRESENT: City Manager Bob Herrera, Assistant City Manager John Joerns, Authority Attorney 'John Armstrong, Director of Public Works Steve Gillett, Water/Wastewater Superintendent Buddy Jacobs, Roland Geddie of Baker & Botts, Pete Fisher and David Fetzer of Moroney Beissner 2. The minutes of the April 14, 1987, meeting were read and approved with one change. 3. David Fetzer presented a financial advisory contract between the LPAWA and Moroney, Beissner & co., Inc. Jerry Bramlett made a motion to accept contract, second by Rick Matthews. Passed unanimously. Roland Geddie presented a letter agreement between the LPAWA and Baker & Botts for special bond counsel. The term of this agreement will be as referenced in the letter. Rick Matthews made a motion to accept agreement, with noted changes, second by Jerry Bramlett. Passed unanimously. Emergency Addendum - Roland Geddie presented a Resolution authorizing application to the Texas Water Commission for approval of project and bonds. Jerry Bramlett made a motion to accept Resolution and submit it to the Texas Water Commission, second by Rick Matthews. Passed unanimously. r * 1 1 i Page Two La Porte Area Water Authority Board May 12, 1987 4. Bob Herrera presented a letter from Turner Collie & Braden stating their preliminary engineering services would not exceed $9,000. The original proposal was not to exceed $7,000. Bob Herrera said he would like to see a break down of costs included in the $9,000, and if they were valid, the City of La Porte would pay if the city would be reimbursed after bond sale. Jerry Bramlett made a motion to return TC&B~s letter asking them for a breakdown of costs, and upon receipt of this breakdown by the General Manager, authorize him to make payment if the costs are justified. .Second by Rick Matthews. Passed unanimously. 5. Bob Herrera presented a draft request for proposal to be mailed to prospective engineering firms. There will be changes made to the draft. The firms will have a minimum of 30 days to respond and the list of respondents will be cut to approximately five (5) for personal interviews. Rick Matthews made a motion to approve RFP with noted changes. Second by Jerry Bramlett. Pass unanimously. Cary Burnley spoke of the meeting held on May 7, 1987, with customers of the LPAWA. He stated the entities were advised of their options on gaining representation to the Board. 6. There being no further business, the meeting was adjourned at 8:45 P.M. Respectfully Submitted, ick Matthews, Secretary/Treasurer PASSED AND APPROVED: ON THIS THE _, ~ DAY OF 19 ~ 1 . ,. _. i • BAKER & BOTTS OTHER OFFICES: ONE SHELL PLAZA WASHINGTON, D. C. TELEPHONE: (713) 229-1234 DALLAS 910 LOUISIANA TELECO PIER:(713) 229-1730 AUSTIN HOUSTON, TEXAS 77002-4995 TELE X:76-2779 G-40,651 May 11, 1987 LA PORTE AREA WATER AUTHORITY (Bond Financing) La Porte Area Water Authority P. O. Box 1115 La Porte, Texas 77571 Gentlemen: This will confirm the essential provisions of our employment as special bond counsel for the La Porte Area Water Authority (the "Authority") in connection with the issuance and sale of the Authority's bonds to finance the acquisition of an interest in in the Southeast Water Purification Plant under construction by the City of Houston and the construction or acquisition of a transmission system and a distribution system to deliver water from such plant to the Authority's customers. Our services in this regard, in addition to those previously rendered, will consist primarily of further re- view of the contract between the Authority and the City of Houston regarding the Southeast Plant, further review of the contracts between the Authority and its customers, the prep- aration of the resolution authorizing the issuance, sale and delivery of each series or installment of bonds, the prepa- ration of the usual sale papers required in connection therewith, including certificates relating to the exclusion of interest on the bonds from federal income taxation; obtaining the approval of the bonds by the Attorney General of Texas; and rendering the customary market opinion with respect to the validity of the bonds and the status of interest thereon under applicable federal income tax law. Our services will also include assistance in connection with an application to the Texas Water Development Board for financial assistance. Our fee for such services shall be two percent (2~) of the par value of each series or installment of bonds. ' ~~?s-~ee~ and reasonable ex enses incurred in ~~ p connection. wit~y bond issue. '~ rs e~i~.s ~~ s~a./f „~~1~~. v1( u~~~~ J ~~~~ ~~ ~, ' _ • BAKER & BOTTS La Porte Area Water Authority -2- May 11, 1987 Unless you hereafter request and we agree in writ- ing to review the offering documents from the standpoint of federal and state securities laws, we shall have no respon- sibility with respect to the Official Notice of Sale, Official Statement and Bid Acceptance Form by which the bonds are offered for sale to the public, except (i) to verify that the statements in such documents pertaining to the resolution authorizing the issuance and sale of the bonds conform to such resolution and (ii) to review the parts of such documents relating to the exclusion from gross income on such bonds for federal income tax purposes. If we perform any other legal services in this regard, or if we are called upon to perform other unusual services in connection with any bond issue (such as, for example, repre- senting the Authority in connection in any litigation involving the bonds), we shall be compensated therefor on a basis reasonably satisfactory to both parties. A copy of this letter is enclosed. If you find that our employment arrangement is satisfactory, please sign such copy in the space provided and return the same to me in order that this letter may serve to evidence our agreement in this regard. Very truly yours, BAKER & BOTTS r Rowland H. Geddie, III RHG:595 Accepted and agreed to this 7th day of May, 1987 LA PORTE AREA WATER AUTHORITY a~~"~ 030RGBH/180B01 x /r R ~L-S 4/~~ ~~~~ ~O 1 y~^ RESOLUTION AUTHORIZING APPLICATION TO THE TEXAS WATER COMMISSION FOR APPROVAL OF PROJECT AND BONDS WHEREAS, La Porte Area Water Authority (the "Au- thority") is in the process of purchasing an undivided interest in the Southeast Water Purification Plant (the "Southeast Plant") under construction by the City of Houston and is planning the construction of a transmission system and a distribution system to transport water from the Southeast Plant to the customers of the Authority; and WHEREAS, the Board of Directors of the Authority desires to issue bonds to pay for its undivided interest in the Southeast Plant; and WHEREAS, pursuant to Section 54.516, Texas Water Code, as amended, the Authority is required, when it desires to issue bonds, to submit in writing to the Texas Water Commission an application for the investigation of the pro- ject proposed to be purchased or constructed and of the Authority's bonds proposed to be issued, together with a copy of the engineer's report and a copy of the data, plats, profiles, maps, plans and specifications prepared in connec- tion with such project; and WHEREAS, the Board of Directors of the Authority desires to secure the approval and consent of the Texas Water Commission to the construction of the Southeast Plant and ' , , t ~ • the purchase by the Authority of an interest therein, and to the issuance of said bonds to provide for the payment of the cost thereof; therefore, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF LA PORTE AREA WATER AUTHORITY: Section 1: That the President and Secretary of the Board of Directors of the Authority are hereby autho- rized and directed to make application to the Texas Water Commission (the "Commission") pursuant. to Section 54.516 of the Texas Water Code, as amended, for an investigation and report upon the feasibility of the District's purchasing an undivided interest in the Southeast Plant (hereinafter called the "Project") and to request the Commission to approve the bonds of the Authority in the aggregate principal amount of $5,000,000 to be issued for the purpose of paying the cost thereof and for other proper purposes. Section 2: That the Authority hereby assures the Commission that the District will abide by the terms and conditions prescribed by the Commission. Section 3: That Authority's engineers are autho- rized and directed to prepare an engineering report in such form as may be required by the Commission and submit the same to the Commission in support of such application and to do any and all things necessary and proper in connection therewith. RG052AB/180B01 -2- • • Section 4: That the President and Secretary of this Board of Directors, the Authority's General Counsel, Knox W. Askins, P.C., and the ,Authority's Bond Counsel, Baker & Botts, are hereby authorized and directed to do any and. all things necessary and proper in connection with such application. PASSED AND APPROVED this the 12th day of May, 1987. Pr ent, Board o Direc rs, La Porte Area Water u ority ATTEST: cretary, Board of Directors, La Porte Are Water Authority [SEAL RG052AB/180B01 -3- ' • LA PORTE AREA WATER AUTHORITY APPLICATION FOR APPROVAL BY TEXAS WATER COMMISSION OF AUTHORITY'S PROJECT AND BONDS TO THE HONORABLE TEXAS WATER COMMISSION: La Porte Area Water Authority (the "Authority") in Harris County, Texas, files and presents this application pursuant to Section 54.516 of the Texas Water Code, and re- quests the Commission to take such action thereon as provid- ed by said Section and other appropriate laws of this State. The Authority seeks approval of $5,000,000 aggre- gate principal amount of its revenue bonds (the "Bonds"), being the first installment of bonds authorized to be issued without the holding of an election pursuant to the special act creating the Authority, Chapter 729, pages 2,678 et seq., Acts of the 67th Legislature of the State of Texas, Regular Session, 1981, (the "Act") for the purpose of purchasing an undivided interest in the Southeast Water Purification Plant (the "Southeast Plant") under construction by the City of Houston, Texas, and expenses incidental thereto, and of paying such other expenses of the District as may properly be paid from the proceeds of the Bonds. The Bonds will bear interest at a net effective interest rate not exceeding the maximum rate permitted by law and will mature serially in accordance with the schedule annexed hereto as Exhibit A. In connection therewith, the • District submits in writing this application for investi- gation, together with a copy of its Engineer's Report, copies of data, profiles, maps, plans and specifications prepared in connection therewith and copies of other per- tinent documents required by the Rules and Regulations of the Commission. The Authority was created on or about June 16, 1981, pursuant to the Act, and embraces the territory de- scribed in the Act. Upon completion of the Southeast Plant, and the construction of certain transmission and distribution lines, surface water will be the primary source of supply for customers of the Authority. Currently, groundwater is the source of supply for customers of the Authority. Currently herewith, the Authority is filing with the Commission a certified copy of the Act. The Authority covers substantially the same territory as the City of La Porte, Texas. Because the Authority was created pursuant to the Act, which was supported by the City of La Porte, an ordinance of the City Council of the of La Porte consenting to creation of the Authority was not required. Partial payments to any contractor or contractors performing the work to be financed with the proceeds from the Bonds (and with whom the Authority has a contract) will RG052AC/180B01 -2- • • comply with the requirements of Section 54.228 of the Texas Water Code, as amended. It is essential to the Authority's improvement program and progress and is in the best interest of the Authority that the Bonds be approved by the Commission at this time. WHEREFORE, the Authority prays that the Commission investigate, report upon and approve (1) said Engineer's Report and the data, profiles, maps, plans and specifications prepared in connection therewith; (2) the Engineer's and Authority's estimates of costs; (3) the issuance of the Bonds described above; and (4) the Authority's proposed improve- ments and project. The Authority further prays that the Commission make a full written report thereon, file the same in its office and furnish a copy of same to the Board of Directors of the Authority, that the Commission do all other things required of it by law and particularly Section 54.516 of the Water Code in connection with this Application, and RG052AC/180B01 -3- .. • that the Authority have any other relief to which it may be entitled. DATED this 12th day of May, 1987. LA PORTE AREA WATER AUTHORITY B Pr nt, Board of Dire ors ATTEST: Secretary, Board of Directors [SEAL] RG052AC/180B01 -4- e • • LA PORTE AREA WATER AUTHORITY APPLICATION FOR APPROVAL BY TEXAS WATER COMMISSION OF AUTHORITY'S PROJECT AND BONDS TO THE HONORABLE TEXAS WATER COMMISSION: La Porte Area Water Authority (the "Authority") in Harris County, Texas, files and presents this application pursuant to Section 54.516 of the Texas Water Code, and re- quests the Commission to take such action thereon as provid- ed by .said Section and other appropriate laws of this State. The Authority seeks approval of $5,000,000 aggre- gate principal amount of its revenue bonds (the "Bonds"), being the first installment of bonds authorized to be issued without the holding of an election pursuant to the special act creating the Authority, Chapter 729, pages 2,678 et seq., Acts of the 67th Legislature of the State of Texas, Regular Session, 1981, (the "Act") for the purpose of purchasing an undivided interest in the Southeast Water Purification Plant (the "Southeast Plant") under construction by the City of Houston, Texas, and expenses incidental thereto, and of paying such other expenses of the District as may properly be paid from the proceeds of the Bonds. The Bonds will bear interest at a net effective interest rate not exceeding the maximum rate permitted by law and will mature serially in accordance with the schedule annexed hereto as Exhibit A. In connection therewith, the • District submits in writing this application for investi- gation, together with a copy of its Engineer's Report, copies of data, profiles, maps, plans and specifications prepared in connection therewith and copies of other per- tinent documents required by the Rules and Regulations of the Commission. The Authority was created on or about June 16, 1981, pursuant to the Act, and embraces the territory de- scribed in the Act. Upon completion of the Southeast Plant, and the construction of certain transmission and distribution lines, surface water will be the primary source of supply for customers of the Authority. Currently, groundwater is the source of supply for customers of the Authority. Currently herewith, the Authority is filing with the Commission a certified copy of the Act. The Authority covers substantially the same territory as the City of La Porte, Texas. Because the Authority was created pursuant to the Act, which was supported by the City of La Porte, an ordinance of the City Council of the of La Porte consenting to creation of the Authority was not required. Partial payments to any contractor or contractors performing the work to be financed with the proceeds from the Bonds (and with whom the Authority has a contract) will RG052AC/180B01 -2- comply with the requirements of Section 54.228 of the Texas Water Code, as amended. It is essential to the Authority's improvement program and progress and is in the best interest of the Authority that the Bonds be approved by the Commission at this time. WHEREFORE, the Authority prays that the Commission investigate, report upon and approve (1) said Engineer's Report and the data, profiles, maps, plans and specifications prepared in connection therewith; (2) the Engineer's and Authority's estimates of costs; (3) the issuance of the Bonds described above; and (4) the Authority's proposed improve- ments and project. The Authority further prays that the Commission make a full written report thereon, file the same in its office and furnish a copy of same to the Board of Directors of the Authority, that the Commission do all other things required of it by law and particularly Section 54.516 of the Water Code in connection with this Application, and RG052AC/180B01 -3- 1 J ~ ~ ' a ' , ' , • ~ • that the Authority have any other relief to which it may be entitled. DATED this 12th day of May, 1987. LA PORTE AREA WATER AUTHORITY B~-~'~Q~ Pres' t, Board of Dire ors ATTEST: Secretary, Board of Directors [SEAL] RG052AC/180B01 -4- • ~ ~ ~ ~ ~ Board of Directors La Porte Area Water Authority La Porte, Texas Gentlemen: i~ ~ . ) In connection with the financing requirements of the La Porte Area Water Authority, we propose to act as financial advisors for the Authority under the following terms and conditions. We will stand ready at all times to advise with the Board of Directors on any bonds or other evidences of indebtedness that it pro- poses to issue, including refunding of outstanding bonds, and to make detailed studies of each separate item as presented. In this connec- tion we will assist the Board in determining maturity schedules, interest rates, optional provisions, reserve fund requirements, and other terms and conditions to be contained in the bonds. When bonds are proposed to be sold through normal commercial channels, we agree to submit applications to both Moody's Investors Service, Inc. and Standard & Poor's Corporation, requesting their assignment of ratings to the proposed bond issue. The application will include current financial and general economic information on the Authority and its environs. If we deem it is advantageous to the issue, we will make a personal presentation in New York City to both Moody's and Standard & Poor's. We will pay all costs incident to the submission of the application as well as the trip to New York, however, the Authority will pay any fees charged by the rating agen- cies for the issuance of their ratings. We will be available at all reasonable times for consultation with the Board and the Authority's staff on all matters pertaining to the Authority's financial position.. When it has been determined that the Authority desires to issue any bonds or other evidences of indebtedness or refunding of outstanding bonds, then the Authority agrees, at its own expense, to make available a firm of recognized market attorneys acceptable to us to prepare all necessary orders and certificates and to issue their legal opinion. ~~ T • ~ ~ • • , ' . ' ~ i t ~ ' i Page 2 With each bond issue we agree to furnish, at our expense, the printed bond forms and to pay all usual and customary expenses inci- dental to the approval of the bonds by the Attorney General, the registration by the Comptroller of Public Accounts and delivery to the purchaser. It is agreed and understood that the undersigned, and any of its associates, shall not have any interest, directly or indirectly, in the sale of any bonds by the Authority, except as agent for the Authority. When bonds are to be sold publicly, and the issue totals $500,000 or more, a printed proppectus shall be prepared and mailed to invest- ment bankers in the United States dealing in municipal securities. This prospectus shall contain, in sufficient detail, terms and con- ditions under which bids will be taken, bid forms, complete financial statement and adequate general information on the Authority. If less than $500,000 of bonds are to be offered for sale, this same infor- mation shall be prepared in xerographic form, or some similar method, and submitted to propsective bidders as outlined above. For and in consideration of our services and as reimbursement for expenses which we will have paid on behalf of the Authority, the Authority agrees to pay us a cash fee on all new issues or refundings, this fee to be in the following amounts: (a) 3$ on the first $ 50,000 of Bonds; 2~ on the next $ 200,000 of Bonds; 1 1/2$ on the next $1, 000 , 000 of Bonds; 3/4 of 1~ on the next $1,500,000 of Bonds; 1/2 of 1$ on all bonds over $2,750,000. (b) In addition thereto, the Authority agrees to pay us a cash retainer of five hundred dollars ($500.00) per year, this retainer to be paid out of current funds and to become due and payable on September 1 of each year. ~ • ! ~ Page 3 '+C r • The fees listed in (a) above shall become due and payable ~ , simultaneously with the delivery of bonds to the purchaser, and in the case of a refunding, when old bonds have been cancelled and new refunding bonds have been issued in exchange thereof. It is agreed and understood that the fees listed in (a) above shall not be due and payable should the Authority for any reason be unable to make final delivery on any issue of bonds or to complete any refunding and, in this event, any expenses which we have incurred shall accrue solely to us. This contract shall remain in full force and effect for a period of five (5) years from its date, or in the event an issue is in the process of being completed then the term shall extend until the issue has been delivered and paid for. Respectfully submitted, MORONEY, BEISSNER & CO., INC. R. Davi r President ACCEPTED by vote of the Board of Directors of the La Porte Area Water Authority, La Porte, Texas, this the ~L~ of 1987. Pre nt ATTEST: retary