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HomeMy WebLinkAbout2022-07-19 1:30PM SPECIAL SESSIONHI EED FOR RECORD r D A. a E M BRAZOS COUNTY B RYAN, T EXAS NOTICE OF MEETING AND AGENDA SPECIAL CALLED SESSION BRAZOS COUNTY COMMISSIONERS COURT BRAZOS COUNTY COMMISSIONERS COURT WILL MEET INA SPECIAL CALLED SESSION AS FOLLOWS: MEETING DATE: July 19, 2022 MEETING TIME: 1:30 PM MEETING PLACE: Brazos County Administration Building, 200 South Texas Avenue, Suite 106, Bryan, TX 1. Call to Order 2. Presentation and Discussion regarding Brazos County's debt defeasance by Dan Martinez, with Winstead PC, Dennis Waley and JenniferArmdt, with PFM Financial Advisors LLC. 3. Request approval on a resolution regarding Brazos County's debt defeasance. 4. Adjourn The County Administration Building, 200 South Texas Avenue, Suite 332, Bryan, Texas is wheelchair accessible. Handicap parking spaces are available. Any request for sign interpretive services must be made tvm working days before the meeting. To make arrangements, please call (979) 361-4102. MINUTES J U LY 19, 2022 BRAZOS COUNTY COMMISSIONERS COURT SPECIAL CALLED SESSION Call to Order A Special Called Session of the Commissioners' Court of Brazos County, Texas was held in the Brazos County Commissioners Courtroom in the Administration Building, 200 South Texas Avenue, in Bryan, Brazos County, Texas, beginning at 1:30 p.m..on Tuesday, July 19, 2022 with the following members of the Court present: Duane Peters, County Judge, Presiding; Steve Aldrich, Commissioner of Precinct 1; Russ Ford, Commissioner of Precinct 2, Absent; Nancy Berry, Commissioner of Precinct 3; 1 rma Cauley, Commissioner of Precinct 4; Karen McQueen, County Clerk. The attached sheets contain the names of the citizens and officials that were in attendance. 2. Presentation and Discussion regarding Brazos County's debt defeasance by Dan Martinez, with Winstead PC, Dennis Waley and JenniferArmdt, with PFM Financial Advisors LLC. PFM Financial Advisor Dennis Waley gave a presentation on debt defeasance for Brazos County. Mr. Waley explained that all of the County's bonds are callable and can be paid off by September 1, 2022. To pay the bonds, $5,890,000 would be taken from the I NS fund. A copy of the presentation is attached. 3. Request approval on a resolution regarding Brazos County's debt defeasance. Bond Counsel Dan Martinez advised the Court to authorize payment of the bonds by approving a Resolution. Auditor Katie Conner agreed that the Court should vote to Vol. Pg. approve the Resolution. Commissioner Berry made a motion to approve the Resolution authorizing the payment of the bonds for September 1, 2022. Commissioner Aldrich seconded the motion. The Court voted unanimously to approve. A copy of the Resolution is attached. Motion: Approve, Moved by Commissioner Nancy Berry; Seconded by Commissioner Steve Aldrich. Passed. 4-0. Ayes: Aldrich, Berry, Cauley, Peters. Absent: Ford. 4. Adjourn The foregoing minutes of the Commissioners Court Special Called Session held July 19, 2022, have been examined and are approved in open Court this the 9th day of August 2022, in Bryan, Brazos County, Texas. Duane Peters County Judge Russ Ford Commissioner, Precinct 2 Irma Cauley Commissioner, Precinct 4 Attest: Ka en McQueen County Clerk seo Steve Aldrich Commissioner, Precinct 1 7;�- (*,- Nancy BerFj Commissioner, Precinct 3 va. Pe. �2s3 Pg L of BRAZOS COUNTY COMMISSIONER' S COURT /IP DAY OF 6dil 20 ��- 1-130 AmiT9' Name (PLEASE PRINT) Organization (PLEASE PRINT) f �M �jl *, 'Ttc"-� �c A z: rz-L� - V�C-50 x c S cj Tres e Pg. 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N @ m ; r g r rn a+ 7 � C L1 i 00 7 C5 6 U i i I m i N . i 0 0 0 0 0 0 0 o r O vl O vl O vl O Ui M M N N -i r-I O O C) plaiA vi a 0 0 0 0 0 O O O O O O M M (N 00 N n N N vl N N M N N N N O N Ol 00 a --I LO 1-1 v1 a --I -41 M a --I N O Cl) 00 n l0 Ln 00 CERTIFICATE FOR RESOLUTION We, the undersigned County Judge and County Clerk of Brazos County, Texas (the "County"), hereby certify as follows: 1. The Commissioners Court of the County (the "Commissioners Court") convened in special session, open to the public, on July 19, 2022 (the "Meeting"), at the designated meeting place, and the roll was called of the duly constituted officers and members of said Commissioners Court, to wit: Duane Peters, County Judge Nancy Berry, Precinct No. 3 Steve Aldrich, Precinct No. 1 Irma Cauley, Precinct No. 4 Russ Ford, Precinct No. 2 and all of said persons were present, except S V•Dc c\ , thus constituting a quorum. Whereupon among other business, the following was transacted at the Meeting: a written Resolution entitled: A RESOLUTION BY THE COMMISSIONERS COURT OF BRAZOS COUNTY, TEXAS PROVIDING FOR THE REDEMPTION OF CERTAIN CURRENTLY OUTSTANDING OBLIGATIONS DESIGNATED AS `BRAZOS COUNTY, TEXAS CERTIFICATES OF OBLIGATION, SERIES 2012" AND THE "BRAZOS COUNTY, TEXAS LIMITED TAX REFUNDING BONDS, SERIES 2012' ; DIRECTING THAT COUNTY OFFICIALS EFFECTUATE THE REDEMPTION OF T14ESE OBLIGATIONS; AND OTHER MATTERS IN CONNECTION' THEREWITH (the "Resolution") was duly introduced for the consideration of the Commissioners Court. It was then duly moved and seconded that the Resolution be finally passed and adopted; and after due discussion, such motion, carrying with it the adoption of the Resolution prevailed and carried by the following vote: YES: `i NOES: 0 ABSTENTIONS: _Q 2. A true, full, and correct copy of the Resolution adopted at the Meeting is attached to and follows this Certificate; the Resolution has been duly recorded in the Commissioners Court's minutes of the Meeting; the above and foregoing paragraph is a true, full, and correct excerpt from the Commissioners Court's minutes of the Meeting pertaining to the adoption of the Resolution; the persons named in the above and foregoing paragraph are duly chosen, qualified, and acting officers and members of the City Council as indicated therein; each of the officers and members of the Commissioners Court was duly and sufficiently notified officially and personally, in advance, of the time, place, and purpose of the Meeting, and that the Resolution would be introduced and considered for adoption at the Meeting and each of such officers and members consented, in advance, to the holding of the Meeting for such purpose; and the Meeting was open to the public, and public notice of the time, place, and purpose of the Meeting was given, all as required by Chapter 551, Texas Government Code, as amended. 3. Karen McQueen is the duly appointed and acting County Clerk of the County. SIGNED AND SEALED this July 19, 2022. ,TUNERS County Clerk R (COMMISSIONERS COURT � O'6.ounty Judge G A RESOLUTION BY THE COMMISSIONERS COURT OF BRAZOS COUNTY, TEXAS PROVIDING FOR THE REDEMPTION OF CERTAIN CURRENTLY OUTSTANDING OBLIGATIONS DESIGNATED AS "BRAZOS COUNTY, TEXAS CERTIFICATES OF OBLIGATION, SERIES 2012" AND THE "BRAZOS COUNTY, TEXAS LIMITED TAX REFUNDING BONDS, SERIES 2012"; DIRECTING THAT COUNTY OFFICIALS. EFFECTUATE THE REDEMPTION OF THESE OBLIGATIONS; AND OTHER MATTERS IN CONNECTION THEREWITH WHEREAS, the Commissioners Court (the "Court") of Brazos County, Texas (the "County") previously adopted an order on September 18, 2012 (the "2012 Certificate Order") authorizing the issuance of obligations designated as "Brazos County, Texas Certificates of Obligation, Series 2012", dated September 1, 2012, in the original principal amount of $9,700,000 (the "2012 Certificates") and an order (the "2012 Bond Order", together with the 2012 Certificate Order, the "2012 Orders") authorizing the issuance of obligations designated as "Brazos County, Texas Limited Tax Refunding Bonds, Series 2012", dated September 1, 2012, in the original principal amount of $14,640,000 (the "2012 Bonds", together with the 2012 Certificates, the "2012 Obligations"); WHEREAS, the 2012 Certificates maturing on September 1, in each of the years 2022 through 2032 are currently outstanding in the principal amount of $6,550,000 and the 2012 Bonds maturing on September 1, in each of the years 2022 through 2025 are currently outstanding in the principal amount of $7,360,000; WHEREAS, the 2012 Obligations are subject to redemption on September 1, 2022, or on any date thereafter, at the option of the County; and WHEREAS, it is in the best interest of the County and the citizens of the County to redeem certain of the 2012 Obligations in order to terminate the payment of interest thereon and to reduce the County's aggregate debt service requirements in the years subsequent to the redemption date; now, therefore, BE IT RESOLVED BY THE COMMISSIONERS COURT OF BRAZOS COUNTY, TEXAS THAT: Section 1. The 2012 Certificates maturing on September 1 in each of the years 2030 through 2032 in the amount of $2,010,000 and the 2012 Bonds maturing on September 1 .in each of the ears 2023 through 2025 are hereby called for redemption and shall be redeemed on 2 e e Zbe 20 The redemption of such obligations is irrevocable upon adoption of this resolution by the Court. The County shall transfer County funds realized from prior interest and sinking fund tax collections or any other lawfully available source in the amount of $5,985,396.13 to a special segregated account in its Interest and Sinking Fund as soon as practicable to transfer such funds to the a ing agent for the 2012 Obligations to effectuate the redemption of such obligation on Section 2. The County Judge and County Clerk of the 'County are authorized and instructed to give notice of redemption described herein to the paying agent/registrar for the redeemed 2012 Obligations in accordance with the 2012 Orders. The forms of the Notices of Redemption for the redeemed 2012 Obligations are attached as Exhibit A hereto and incorporated by reference for all purposes. V& pg. s Section 3. The sufficiency of the deposit of funds to accomplish such redemption shall be certified to the County by the paying agent for the redeemed 2012 Obligations and the County Judge in accordance with the 2012 Orders. Section 4. The Court hereby approves payment from lawfully available County funds of professional fees and expenses of the paying agent/registrar for the 2012 Obligations or its consultants, and any other party whose services have been determined by the County to be necessary to accomplish the purpose and intent of this Resolution. Section 5. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Resolution for all purposes and are adopted as a part of the judgment and findings of the Court. Section 6. All orders and resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Resolution are hereby repealed to the extent of such conflict, and the provisions of this Resolution shall be and remain controlling as to the matters resolved herein. Section 7. This Resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. Section 8. If any provision of this Resolution or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Resolution and the application of such provision to other persons and circumstances shall nevertheless be valid, and the Court hereby declares that this Resolution would have been enacted without such invalid provision. Section 9. It is officially found, determined, and declared that the meeting at which this Resolution is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Resolution, was given, all as required by Chapter 551, Texas Government Code. Section 10. This Resolution shall be in force and effect from and after its final passage, and it is so resolved. [The remainder of this page intentionally left blank.] EXHIBIT A NOTICE OF REDEMPTION To the Owners of THE FOLLOWING NAMED SERIES OF BRAZOS COUNTY, TEXAS CERTIFICATES OF OBLIGATION, SERIES 2012 DATED SEPTEMBER 1, 2012 NOTICE IS HEREBY GIVEN that BRAZOS COUNTY, TEXAS has called for redemption ON TE i ! 202+ AT A PRICE OF PAR, PLUS ACCRUED INTEREST the following described outstanding Certificates of the above described series as follows: MATURITY PRESENT PRINCIPAL DATES INTEREST CUSIP AMOUNT (September 1) RATE NUMBERS REDEEMED 2030. 3.250% 106205 QF7 $650,000 2031. 3.250% 106205 QG5 $670,000 2032 3.375% 106205 QH3 $690,000 Total 2 O10 000 NOTICE IS FURTHER GIVEN that due and proper arrangements have been made for providing THE BANK OF NEW YORK MELLON TRUST COMPANY N.A., Dallas, Texas the Paying Agent for the Certificates called for redemption, with funds sufficient to pay the redemption price of the Certificates equal to the principal amount of the Certificates and the interest thereon to the redemption date. _In the event the Certificates, or any of them, are not presented for redemption by the date fixed for their redemption, they shall not thereafter bear interest. If due provision for the payment of the redemption price is made, then the Certificates automatically shall be deemed to have been redeemed prior to their scheduled maturity, and they shall not bear interest after the redemption date, and they shall not be regarded as being outstanding except for the right of the owner thereof to receive the redemption price from the Paying Agent. THIS NOTICE is issued and given pursuant to the redemption provisions in the proceedings authorizing the issuance of the Certificates and in accordance with the recitals and provisions of each of the Certificates. NOTICE IS FURTHER GIVEN THAT the Certificates will be payable at and should be submitted either in person or by certified or registered mail to the following address: First Class/Reeistered/Certified The Bank of New York Global Corporate Trust Post Office Box 2320 Dallas, Texas 75221-2320 Express Delivery Onlv The Bank of New York Global Corporate Trust 2001 Bryan Street, 9th Floor Dallas, Texas 75201 By Hand Only The Bank of New York Global Corporate Trust 101 Barclay Street, 1st Floor East New York, New York 10286 IMPORTANT NOTICE: In compliance with the Economic Growth and Tax Relief Reconciliation Act of 2001 and broker reporting requirements, the redeeming institution is required to withhold 30.50% of the principal amount of your holdings redeemed unless it is provided with a W-9 Form certifying your social security number or federal employer tax identification number. Any questions regarding this notice may be addressed to 1-800-275-2048. THE BANK OF NEW YORK MELLON TRUST COMPANY, N. A. as Paying Agent/Registrar 4864-8448-7719v.2 41365-1 7/14/2022 NOTICE OF REDEMPTION To the Owners of THE FOLLOWING NAMED SERIES OF BRAZOS COUNTY, TEXAS LIMITED TAX REFUNDING BONDS, SERIES 2012 DATED SEPTEMBER 1, 2012 :NOTICE. IS HEREBY GIVEN that BRAZOS COUNTY, TEXAS has called for redemption ON BE 9 2022 AT A PRICE OF PAR, PLUS ACCRUED INTEREST the following described outstanding Bonds of the above described series as follows: MATURITY PRESENT PRINCIPAL DATES INTEREST CUSIP AMOUNT (September 1) RATE NUMBERS REDEEMED 2023 3.0006/. 106205 QT7 $1,875,000 2024 2.800% 106205 QU4 $1,195,000 2025 3.000% 106205 QV2 $810,000 Total 3 880 000 NOTICE IS FURTHER GIVEN that due and proper arrangements have been made for providing THE BANK OF NEW YORK MELLON TRUST COMPANY N.A., Dallas, Texas the Paying Agent for the Bonds called for redemption, with funds sufficient to pay the redemption price of the Bonds equal to the principal amount of the Bonds and the interest thereon to the redemption date. In the event the Bonds, or any of them, are not presented for redemption by the date fixed for their redemption, they shall not thereafter bear interest. If due provision for the payment of the redemption price is made, then the Bonds automatically shall be deemed to have been redeemed prior to their scheduled maturity, and they shall not bear interest after the redemption date, and they shall not be regarded as being outstanding except for the right of the owner thereof to receive the redemption price from the Paying Agent. THIS NOTICE is issued and given pursuant to the redemption provisions in the proceedings authorizing the issuance of the Bonds and in accordance with the recitals and provisions of each of the Bonds. NOTICE IS FURTHER GIVEN THAT the Bonds will be payable at and should be submitted either in person or by certified or registered mail to the following address: First Class/Reeistered/Certified The Bank of New York Global Corporate Trust Post Office Box 2320 Dallas, Texas 75221-2320 Express Delivery Onlv The Bank of New York Global Corporate Trust 2001 Bryan Street, 9th Floor Dallas, Texas 75201 By Hand Only The Bank of New York Global Corporate Trust 101 Barclay Street, 1st Floor East New York, New York 10286 IMPORTANT NOTICE: In compliance with the Economic Growth and Tax Relief Reconciliation Act of 2001 and broker reporting requirements, the redeeming institution is required to withhold 30.50% of the principal amount of your holdings redeemed unless it is provided with a W-9 Form certifying your social security number or federal employer tax identification number. Any questions regarding this notice may be addressed to 1-800-275-2048. THE BANK OF NEW YORK MELLON TRUST COMPANY, N. A. as Paying Agent/Registrar 4864-8448-7719v.2 41365-1 7/14/2022