HomeMy WebLinkAbout1987-03-30-1000AM-SpecialBRAZOS COUN
BRYAN. TIDXAB
AGENDA FOR'COMMISSIONERS ' COURT MEETING - MONDAY, MARCH 30, 1987, 10:00 A.M.
1. Consideration of Resolution Authorizing Application for
Grant to Purchase of Juvenile Services.
2. Approval of the minutes of the meeting held on March 2,
1987.
3. Consideration of appointment of Brazos County and Inter-
jurisdictional Emergency Management Coordinator for
Brazos County.
4. Take action on the authorization of Certificates of ob-
ligation.
5. Consider and take action on the Flood Plain Ordinance.
6. Consideration of Change In Status of Employees.
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8. Other Business
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COMMISSIONERS' COURT
SPECIAL MEETING
MARCH 30, 1987
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A special meeting of the Commissioners' Court of Brazos
County, Texas, was held in the Commissioners' Courtroom in the
Courthouse in Bryan, Brazos County, Texas, beginning at 10:00
A.M. on Monday, March 30, 1987, with the following members of
the Court present:
R. J. Holmgreen, County Judge, Presiding;
Bill J. Cooley, Commissioner of Precinct 1;
Walter Wilcox, Commissioner of Precinct 2;
Billy E. Beard, Commissioner of Precinct 3;
Milton Turner, Commissioner of Precinct 4;
Frank Boriskie, County Clerk.
The following citizens and officials were in attendance:
Ruth McLeod Administrative Assistant
Carol Snedeker County Judge's Admin. Asst.
Bea Green Secretary to Commissioners
Sharon Fairchild Auditor
Rebecca Shults Purchasing
Billy Eubanks County Engineer
Sandie Walker Treasurer
Terri White Deputy Treasurer
Travis Nelson District Clerk
Ronnie Crocker Bryan/College Station Eagle
Chuck Clements WTAW
Alice Brown KBTX-TV
Bob Luna KBTX-TV
Linda Rowland KTAM-KORA
Ernie Wentrcek Juvenile Services
Rostell Chapman Brazosland Realty, Inc.
S. M. Kling Kling Engineering
Davis McGill A. G. Edwards & Sons
Greg Webb Case Power & Equipment
M. Paul Martin McCall, Parkhurst & Horton
The first matter to be considered by the Court was a
RESOLUTION AUTHORIZING APPLICATION FOR GRANT TO PURCHASE OF
JUVENILE SERVICES which is a continuation of an existing grant
it is administered by Juvenile Services. Such application to
submitted to the Criminal Justice Division for a one year
ant in the amount of $3,380. The funds to be used for the
purchase of services for selected juvenile offenders. The
County Judge recommended adoption of the Resolution. On motion
Commissioners' Court meeting March 30, 1987
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Ij by Commissioner Beard, seconded by Commissioner Turner the Court
voted unanimously to adopt the Resloution to authorize the
~j County Judge to make application for the grant and authorized
j the County Judge to accept such grant funds should they be
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;I tendered. A copy of the Resloution is attached hereto.
I i! The next item on the agenda was approval of the minutes of
;I the Commissioners' Court meetings held March 2, 1987. On motion
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by Commissisoner Turner, seconded by Commissioner Beard, the
Court voted unanimously to approve the minutes of the meeting
J held March 2, 1987 as submitted.
The Court next considered a Resolution amending an Order
!f passed October 8, 198 and establishing the BRAZOS COUNTY AND
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INTERJURISDICTIONAL EMERGENCY MANAGEMENT COORDINATOR. The
Organization, formerly and more commonly known as "Civil
Defense", shall consist of officers and employees of the Cities
of Bryan and College Station and Brazos County.The Resolution
authorizes the Mayors of Bryan and College Station and the
County Judge to appoint an Interjurisdictional Emergency
Management Coordinator. The Resolution further authorizes the
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Coordinator to develop a joint Emergency Management Plan for the
Cities of Bryan and College Station and Brazos County. On
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motion by Commissioner Beard, seconded by Commissioner Cooley
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the Court voted unanimously to adopt the Resolution creating the
~I Emergency Management Organization and to appoint Jake Cangelose
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11 full copy of the Resolution and copies of the Ordances of the
City of Bryan and College Station are attached to and made a
part of these minutes.
The next matter to be considered by the Court was the
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i Flood Damage Prevention Order. This Order revises and replaces
an order adopted September 23, 1985. On motion by Commissioner
j~ Beard, seconded by Commissioner Wilcox, the Court voted
unanimously to adopt the Flood Damage Prevention Order .
copy is attached to and made a part of these minutes.
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Commissioners' Court meeting March 30, 1987
The Court next discussed the authorization to issue
$4,500,000 dollars in Certificates of Obligtion'for the purpose
of providing for the payment of contractural obligations
incurred for Road & Bridge right-of-way acquisition and
improvements and the payment of contractural obligations for
professional services related thereto. Paul Martin,
representing the law firm of McCall, Parkhurst and Horton Bond
Council for Brazos County presented an ORDER AUTHORIZING THE
ISSUANCE OF $4,500,000 BRAZOS COUNTY, TEXAS, CERTIFICATES OF
OBLIGATION SERIES 1987; ENTERING INTO A BOND REGISTER, PAYING
AGENT, AND TRANSFER AGENCY AGREEMENT; AND OTHER MATTERS RELATED
THERETO for the Court's consideration. Mr. Martin advised the
Court that after the publication of the "Notice of Intention to
ii Issue Certificates of Obligation" no petition had been received
}I calling for an election for the issuance of the certificates and
presented an outline of the documents presented for their
~I consideration. Mr. Martin further advised the Court that M-Bank
l of Dallas would be the paying agent of the issue and he, on
~ behalf of M Bank Dallas, was in receipt of a check in the amount
of 28 of the issue submitted by A. G. Edwards and Sons.
The County Judge again voiced his misgivings about
proceeding without a specific plan. He requested that each
Commissioner have a citizens advisory committee made up of
citizens from each of their respective precincts to assist in
development of a plan of action for reconstruction and
repairing the roads in their precincts. He stated that if each
Commissioner did this he would fully support the issue.
Commissioner Wilcox indicated the possibility of a
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obtaining a $25,000 grant from the state for the development of
a master plan for the necessary work and requested that he,
the County Engineer.
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as liason for the Road & Bridge Department to the Court, be
allowed to attend all the advisory committee meetings along with
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Commissioners' Court meeting March 30, 1987
The County Judge moved that each Commissioner be required
to have a committee to develop a plan for road work in each
precinct and that the funds by deposited equally for each
precinct in the Road & Bridge # 2 fund. Commissioner Beard
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seconded the motion which passed unanimously.
The County Judge indicated that the issuance of
I~ Certificates of Obligation would in all likelyhood require an i
increase in taxes because the repayment of the certificates f
i would come from the Road & Bridge Budget. After more discussion
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and on motion by Commissioner Beard, seconded by Commissioner
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ii Turner, the Court voted unanimously to adopt the ORDER
AUTHORIZING THE ISSUANCE OF $4,500,000 BRAZOS COUNTY, TEXAS,
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CERTIFICATES OF OBLIGATION SERIES 1987. ENTERING INTO A BOND i
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REGISTER, PAYING AGENT, AND TRANSFER AGENCY AGREEMENT; AND OTHER
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MATTERS RELATED THERETO. Copies of all documents are attached
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to and made a part of these minutes.
j The Court next considered the following Claims as
submitted by the County Treasurer for payment:
10 General Fund------------ Claims 76421 thru 76687 11
'i 20 Road & Bridge------------------Claims 76749 thru 76852
30 Capital Projects & Improvements: i
Proposition I-----------Claims 76688 thru 76692
40 Law Library--------------------Claims 76
54 Health Department--------------Claims 76700 thru 76721
70 Indigent Health Care-----------Claims 76723 thru 77-6-M
72 Bail Bond Board----------------Claims 76745 thru
90 Community Resources Officer----Claims 76746 thru
i 91 Juvenile Commission Grant------Claims 76747 thru I
94 Victim Assistance Program------Claims-76748 hru
On line Checks - 29231 thru 29232
ii On motion by the Commissioner Turner, seconded by Commissioner
j~ Beard, the Court voted unanimously to approve the Claims as
ii submitted.
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Under other business Davis McGill inquired if the Plat of
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Fawnlake Estates Subdivision would be considered. It was the
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f consensus of the Court that the Plat should be placed on the
agenda for the next meeting stating they were not prepared to
discuss it at this time
There being no further business to come before the Court,
the meeting, was adjourned.
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The foregoing minutes of the Commissioners' Court meeting
held March 30, 1987 have been examined and approved in open
Court this the ;?I $f- day of 1987, in Bryan, Brazos
County, Texas.
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Holmgree Bill J. ey
County Judge Commiss er, Precinct 1
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ABSENT / S All,
Walter Wilcox Bi11y E Bear
Commissioner, Precinct 2 Commis oner, Precinct 3
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Milt6n Turner Frank Boriskie
Commissioner, Precinct 4 County Clerk
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STATE OF TEXAS
COUNTY OF BRAZOS
A RESOLUTION AUTHORIZING APPLICATION
FOR GRANT TO PURCHASE OF JUVENILE SERVICES
WHEREAS, the Governor of Texas, through the Criminal Justice Division,
under the provisions of the Juvenile Justice and Delinquency Prevention
Act and within the authority of the Texas Family Code, has set forth a
program to provide special services for juvenile offenders; and
WHEREAS, in implementing the aforementioned program, the Governor is
making grant funds available for the purchase of needed service for
Juvenile offenders; and
WHEREAS, the Juvenile Court serving Brazos County has continuing need
for a wide range of services to be provided to selected problem juveniles.
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSIONER'S COURT OF BRAZOS
COUNTY at its meeting on the 23rd day of March, 1981, that:
1. The County Judge of Brazos County be authorized to make
application to the Criminal Justice Division, Office of
the Governor, for grant funds to be used for the purchase
of services for selected juvenile offenders;
2. The County Judge be authorized to accept such grant funds
should they be tendered;
3. This Resolution become effective upon its adoption.
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R. J. Holmgree
County Judge
ATTEST:
V ® L fr A C E C~ ~O
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R E S O L U T I O N
WHEREAS, the City of Bryan by City Ordinance
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No. 621 , and Brazos County oy Commissioners Court Order
date October 3, 1984 have established similar programs
of comprehensive emergency ;management which includes the
mitigation, preparedness response and recovery phases of
emergency management; and
WHEREAS, the City and County find that vulnerability
to many potential hazards is shared by residents of Bryan
and the unincorporated portions of Brazos County;
and
WHEREAS, the City and County further find that the
common goal of emergency management can best be achieved
through an organization which shares the combined resources
of the City and the County; and
WHEREAS, the contemplated action is specifically authorized
by the aforementioned Ordinance and Court Order;
THEREFORE, BE IT RESOLVED that *_here is herebv established
the Brazos County Emergency ;management organi-
zation which snail consist of t e officers and emplovees of
the City and of the County as designated in a ;oint emergency
management plan, together with such organized volunteer groups
as that plan may specify; and
BE IT FURTHER RESOLVED that the Mayor of 3r~ran
and the Brazos County Judge shall mutually appoint an Emergency
Management Coordinator to coordinate all aspects of the City of
Bryan - Brazos County program of comprehensive
emergency management, including the preparation and maintenance
of a point emergency management plan for Br-.ran
and Brazos County in accordance with this resolution.
RESOLVED this the
Mayor, City of Cou ty udge, B azos County
ATTEST:
4, AA
City Secret ry County Clerk
AS4.
RESOLUTION NO.
A RESOLUTION AUTHORIZING THE APPOINTMENT OF A DIRECTOR OF
EMERGENCY MANAGEMENT IN COMPLIANCE WITH ARTICLE 6889-7,
TEXAS REVISED CIVIL STATUTES, THE TEXAS DISASTER ACT OF
1975, AS AMENDED.
WHEREAS, the legislature of the State of Texas passed in
1975 the Texas Disaster Act, Article 6889-7, Texas Revised
Civil Statutes; and
WHEREAS, the Texas Disaster Act of 1975 has been amended by
House Bills 39 and 1499, which became effective on the 31st
day of August, 1981; and
WHEREAS, the Texas Disaster Act, hereinafter referred to as
"Act", designates the Governor as responsible for meeting
dangers to the State and people presented by disasters or
disruptions. Further, the Act defines "disaster" as '
The occurrence or imminent threat of wide-
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spread or severe damage, injury or loss of
life or property resulting from any natural,or
man-made cause, including fire, flood, earth-
quake, wind, storm, wale action, oil spill, or
other water contamination, volcanic activity,
epidemic, air contamination, blight, drought,
infestation, explosion, riot, hostile military
or paramilitary action, other public calamity
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requiring emergency action, or energy emer-
gency.
The Act further requires the Governor to establish a State
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Division of Emergency Management. The State Division of
Emergency Management is required to design a plan, one of
the requirements of which is to make "provisions for as-
sistance to local officials in designating local emergency
management plans;" and
WHEREAS, the City Council finds that the preparation of
such plans are now required by State law and the designa-
tion of the office of the Director of Emergency Management
for the City of College Station is required;
NOW, THEREFORE, BE IT HEREBY RESOLVED by the City Council
of the City of College Station that:
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There exists the office of Emergency Management Director of
the City of College Station. The Director of such office
shall be the Mayor of the City.
II.
The Director of the office of Emergency Management shall
appoint an Emergency Management Coordinator, who shall
serve at the pleasure of the Director.
III.
The Director shall be responsible for preparing a program
of comprehensive emergency management within the City. He
may delegate authority for execution of this duty to the
Coordinator, but the ultimate responsiblity for the prepar-
ation shall remain with the Director. The Director, in
preparing the plan, shall be required to include:
A. An on-going survey of actual or potential major
hazards which threaten life and property within
the City.
B. An on-going program for identifying and recom-
mending the implementation of measures which ,
would tend to prevent the occurrence or reduce
the impact of such hazards if a disaster did
occur.
IV.
As a part of his Fvspgnsihility in hazard mitigation, the ,
Director shall supervise the development of an Emergency
Management Plan for the City of College Station and shall
recommend that plan for adoption by the City Council, along
with any and all Mutual Aid Plans and Agreements which are
deemed essential for the implementation of such Emergency
Management Plan. The Director shall cause a survey of the
availability of existing personnel, equipment, supplies,
and services which could be used during a disaster, as well
as a continuing study for the need for amendments and im-
provements in the Emergency Management Plan.
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The Director shall bring to the City Council an Emergency r
Management Plan to be reviewed by the Council and adopted}
by ordinance. ,
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The Director is hereby authorized to join with the County
' Judge of the County of Brazos, and the Mayors of the other
cities in said County, in the formation of an Emergency
Management Council for Brazos County, and shall have the
authority to cooperate in the preparation of a Joint Emer-
gency Management Plan and in the appointment of a Joint
Emergency Management Coordinator. After the preparation of
such a Joint Emergency Management Plan, the Mayor of the
City of College Station shall present the plan in the form
of an ordinance to be approved by the City Council of the : C
,y City of College Station.
PASSED and APPROVED this 21st day of November e ; C
1984.
APPROVED:
Mayor Pro-tern
• ATTEST:
'City Se tary
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60.3(b)
Revised as of October 1, 1986
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FLOOD DAMAGE PREVENTION COURT ORDER
OUTLINE
Cross
Ref. NFIP
Pg. Regulations
ARTICLE 1
SECTION A
SECTION B
SECTION C
SECTION D
STA11TrMY AUTHORIZATION, FINDINGS OF
FACT, PURPOSE AND METHODS
Statutory Authorization
Findings of Fact
Statement of Purpose
Methods of Reducing Flood Losses
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2
ARTICLE 2
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DEFINITIONS
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59.1
ARTICLE 3
GENERAL PROVISIONS
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60.(b)
SECTION A
Lands to Which This Court Order Applies
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60.3(b)
SECTION B
Basis for Establishing the Areas of
Special Flood Hazard
6
SECTION C
Establishment of Development Permit
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60.3(b) (1)
SECTION D
Compliance
6
SECTION E
Abrogation and Greater Restrictions
6
SECTION F
Interpretation
6
SECTION G
Warning and Disclaimer of Liability
6
ARTICLE 4
ADMINISTRATION
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SECTION A
Designation of the Floodplain
Administrator
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60.3(b)
SECTION B
Duties and Responsibilities of the
Flood plain Administrator
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60.3(b)(4)-(7)
SECTION C
Permit Procedures
7&8
60.3(b)(5)
SECTION D
Variance Procedures
8&9
60.6(a)
ARTICLE 5
PROVISIONS FOR FLOOD HAZARD REDUCTION
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SECTION A
General Standards
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60.3(b)(2)
SECTION B
Specific Standards
10
60.3(b)(4)
1.
Residential Construction
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60.3(b)(4)
2.
Nonresidential Construction
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60.3(b)(4)
3.
Manufactured Homes
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60.3(b)(8)
SECTION C
Standards for Subdivision Proposals
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60.3(b)(2)-(3)
Certification
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FLOOD DAMAGE PREVENTION OOURT ORDER
ARTICLE I
SMUTCRY AUiHOt UTICN, FINDING OF FACT, RMPOSE AND KE1H=
SECTION A. STATUTORY AUTHMZATION
The Legislature of the State of Texas has in V.T.C.A. Texas Water Code
state (statutes)
Section 16.311 et seq delegated the responsibility to local governmental
units to adopt regulations designed to minimize flood losses. Theretore►
the Commissioner's Court of Brazos County ► Texas , does ordain as
(governing body) (local unit) (state)
follows:
SECTION B. FINDINGS OF FACT
(1) The flood hazard areas of Brazos County are subject to periodic
inundation which results in loss of life and property, health and safety
hazards, disruption of commerce and governmental services, and extraordinary
public expenditures for flood protection and relief, all of which adversely
affect the public health, safety and general welfare.
(2) These flood losses are created by the cumulative effect of
obstructions in floodplains which cause an increase in flood heights and
velocities, and by the occupancy of flood hazard areas by uses vulnerable to
floods and hazardous to other lands because they are inadequately elevated,
floodproofed or otherwise protected from flood damage.
SECTION C. STATQKENr OF PURPOSE
It is the purpose of this ordinance to promote the public health, safety and
general welfare and to minimize public and private losses due to flood
conditions in specific areas by provisions designed to:
(1) Protect human life and health;
(2) Minimize expenditure of public money for costly flood control
projects;
(3) Minimize the need for rescue and relief efforts associated with
flooding and generally undertaken at the expense of the general
public;
(4) Minimize prolonged business interruptions;
(5) Minimize damage to public facilities and utilities such as water
and gas mains, electric, telephone and sewer lines, streets and
bridges located in floodplain;
(6) Help maintain a stable tax base by providing for the sound use and
development of flood-prone areas in such a manner as to minimize
future flood blight areas; and
(7) Insure that potential buyers are notified that property is in a
flood area.
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SE CTIM D PUMM OF REDUCIIM FLOOD LASSES
In order to accomplish its purposes, this Court Order uses the following
methods:
' (1) Restrict or prohibit uses that are dangerous to health, safety or
property in times of flood, or cause excessive increases in flood heights or
velocities;
(2) Require that uses vulnerable to floods, including facilities which
serve such uses, be protected against flood damage at the time of initial
construction;
(3) Control the alteration of natural floodplains, stream channels,
and natural protective barriers, which are involved in the accommodation of
flood waters;
(4) Control filling, grading, dredging and other development which may
increase flood damage;
(5) Prevent or regulate the construction of flood barriers which will
unnaturally divert flood waters or which may increase flood hazards to other
lands.
END OF ARTICLE I
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ARTICLE 2
IEFINITICNS
Unless specifically defined below, words or phrases used in this ordinance
shall be interpreter] to give them the meaning they have in common usage and
to give this ordinance its most reasonable application.
APPEAL - means a request for a review of the Flood Plain Administrator's
interpretation of any provision of this ordinance or a request for a
variance.
AREA OF SHALLOW FLOODING - means a designated AO, AH, or VO zone on a
community's Flood Insurance Rate Map (FIRM) with a one percent chance or
greater annual chance of flooding to an average depth of one to three feet
where a clearly defined channel does not exist, where the path of flooding
is unpredictable and where velocity flow may be evident. Such flooding is
characterized by ponding or sheet flow.
AREA OF SPECIAL FLOOD HAZARD - is the land in the floodplain within a
community subject to a one percent or greater chance of flooding in any
given year. The area may be designated as Zone A on the Flood Hazard
Boundard Map (FHBM). After detailed ratemaking has been completed in
preparation for publication of the FIRM, Zone A usually is refined into
Zones A, AE, AH, AO, Al-99, VO, V1-30, VE or V.
BASE FLOOD - means the flood having a one percent chance of being equalled
or exceeded in any given year.
CRITICAL FEATURE - means an integral and readily identifiable part of a
flood protection system, without which the flood protection provided by the
entire system would be compromised.
DEVELOPMENT - means any man-made change in improved and unimproved real
estate, including but not limited to buildings or other structures, mining,
dredging, filling, grading, paving, excavation or drilling operations.
ELEVATED BUILDING - means a nonbasement building (i) built, in the case of a
building in Zones Al-30, AE, A, A99, A0, AH, B, C, X, and D, to have the top
of the elevated floor, or in the case of a building in Zones V1-30, VE, or
V, to have the bottom of the lowest horizontal structure member of the
elevated floor elevated above the ground level by means of pilings, columns
(posts and piers), or shear walls parallel to the floor of the water and
(ii) adequately anchored so as not to impair the structural integrity of the
building during a flood of up to the magnitude of the base flood. In the
case of Zones Al-30, AE, A, A99, A0, AH, B, C, X, D, "elevated building"
also includes a building elevated by means of fill or solid foundation
perimeter walls with openings sufficient to facilitate the unimpeded
movement of flood waters. In the case of Zones V1-30, VE, or V, "elevated
building" also includes a building otherwise meeting the definition of
"elevated building", even though the lower area is enclosed by means of
breakaway walls if the breakaway walls meet the standards of Section
60.3(e)(5) of the National Flood Insurance Program regulations.
EXISTING DONS 01CTION - means for the purposes of determining rates,
structures for which the "start of construction" oormenced before the
effective date of the FIRM or before January 1, 1975 for FIRMs effective
before that date. "Existing construction" may also be referred to as
"existing structures."
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FLOOD GR FLOODING - means a general and temporary condition of partial or
complete inundation of normally dry land areas from:
(1) the overflow of inland or tidal waters.
(2) the unusual and rapid accumulation or runoff of surface waters
from any source.
• FLOOD HAZARD BOUNDARY MAP (FROM) - means an official map of a community on
which the Federal Emergency Management Agency has delineated the boundaries
of the flood, mudslide (i.e., mudflow) related erosion areas having special
hazards have been designated as Zone A, M, and/or E.
FLOOD INSURANCE RAZE MAP (FIRM) - means an official map of a community, on
which the Federal Emergency Management Agency has delineated both the areas
of special flood hazards and the risk premium zones applicable to the
community.
FLOOD INSURANCE STUDY - is the official report provided by the Federal
Emergency Management Agency. The report contains flood profiles, water
surface elevation of the base flood, as well as the Flood Boundary-Floodway
Map.
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FIAOWIAIN OR FLOOD-PRONE AREA - means any land area susceptible to being
inundated by water from any source (see definition of flooding).
FLOOD PROTECTION SYSTEM - means those physical structural works for which
funds have been authorized, appropriated, and expended and which have been
constructed specifically to modify flooding in order to reduce the extent or
the areas within a community subject to a "special flood hazard" and the
extent of the depths of associated flooding. Such a system typically
includes hurricane tidal barriers, dams, reservoirs, levees or dikes. These
specialized flood modifying works are those constructed in conformance with
sound engineering standards.
FLOOU4►Y (REGULATORY FLOOLW►Y) - means the channel of a river or other
watercourse and the adjacent land areas that must be reserved in order to
discharge the base flood without cumulatively increasing the water surface
elevation more than a designated height.
FUNCTIONALLY DEPENDENT USE - means a use which cannot perform its intended
purpose unless it is located or carried out in close proximity to water.
The tern includes only docking facilities, port facilities that are
necessary for the loading and unloading of cargo or passengers, and ship
building and ship repair facilities, but does not include long-tern storage
or related manufacturing facilities.
HIGHEST ADJACENT GRADE - means the highest natural elevation of the ground
surface prior to construction next to the proposed walls of a structure.
LEVEE - means a man-made structure, usually an earthen embankment, designed
and constructed in accordance with sound engineering practices to contain,
control, or divert the flow of water so as to provide protection from
temporary flooding.
LEVEE SYSTEM! - means a flood protection system which consists of a levee, or
levees, and associated structures, such as closure and drainage devices,
which are constructed and operated in accordance with sound engineering
practices.
IDiM FLOOR - means the lowest floor of the lowest enclosed area (including
basement). An unfinished or flood resistant enclosure, usable solely for
parking or vehicles, building access or storage in an area other than a
basement area is not considered a building's lowest floor; provided that
such enclosure is not built so as to render the structure in violation of
the applicable non-elevation design requirement of Section 60.3 of the
National Flood Insurance Program regulations.
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MANUFACTURED HOME - means a structure transportable in one or more sections,
which is built on a permanent chassis and is designed for use with or
y without a permanent foundation when connected to the required utilities.
For flood plain management purposes the term "manufactured home" also
includes park trailers, travel trailers, and other similar vehicles placed
on a site for greater than 180 connective days. For insurance purposes the
term "manufactured hone" does not include park trailers, travel trailers,
and other similar vehicles.
MEAN SEA LEVEL - means, for purposes of the National Flood Insurance
Program, the National Geodetic Vertical Datum (NGVD) of 1929 or other datum,
to which base flood elevations shown on a eorrmunity's Flood Insurance Rate
Map are referenced.
NEW CONSTRUCTION - means, for flood plain management purposes, structures
for which the "start of construction" commenced on or after the effective
date of a flood plain management regulation adopted by a community.
START OF CONSTRUCTION - (for other than new construction or substantial
improvements under the Coastal Barrier Resources Act (Pub. L. 97-348),
includes substantial improvement and means the date the building permit was
issued, provided the actual start of construction, repair, reconstruction,
placement, or other improvement was within 180 days of the permit date. The
actual start means either the first placement of permanent construction of a
structure on a site, such as the pouring of slab or footings, the
installation of piles, the construction of columns, or any work beyond the
stage of excavation; or the placement of a manufactured hone on a
foundation. Permanent construction does not include land preparation, such
as clearing, grading and filling; nor does it include the installation of
streets and/or walkways; nor does it include excavation for basement,
footings, piers or foundations or the erection of temporary forms; nor does
it include the installation on the property of accessory buildings, such as
garages or sheds not occupied as dwelling units or not part of the main
structure.
STRUCTURE - means a walled and roofed building, including a gas or liquid
storage tank, that is principally above ground, as well as a manufactured
home.
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SUBSTANTIAL IMIT40VEl4NP - means any repair, reconstruction, or improvement
of a structure, the cost of which equals or exceeds 50% of the market value
of the structure either, (1) before the improvement or repair is started, or
(2) if the structure has been damaged and is being restored, before the
damage occurred. For the purpose of this definition "substantial
improvement" is considered to occur when the first alteration of any wall,
ceiling, floor, or other structural part of the building commences, whether
or not that alteration affects the external dimensions of the structure.
The term does not, however, include either (1) any project for improvement
of a structure to comply with existing state or local health, sanitary, or
safety code specifications which are solely necessary to assure safe living
conditions, or (2) any alteration of a structure listed on the National
Reqister of Historic Places or a State Inventory of Historic Places.
VARIANCE - is a grant of relief to a person fran the requirements of this
Court Order when specific enforcement would result in unnecessary hardship.
A variance, therefore, permits construction or development in a manner
otherwise prohibited by this Court order. (For full requirements see
Section 60.6 of the National Flood Insurance Program regulations).
VIOLATION - means the failure of a structure or other development to be
fully compliant with the community's flood plain management regulations. A
structure or other development without the elevation certificate, other
certifications, or other evidence of compliance required in Section 60.3(b)
(5), (c)(4), (c)(10), (d)(3), (e)(2), (e)(4), or (e)(5) is presumed to be in
violation until such time as that documentation is provided.
VPMM SURFACE ELEVATION - means the height, in relation to the National
Geodetic Vertical Datum (NGVD) of 1929 (or other datum, where specified), of
floods of various magnitudes and frequencies in the flood plains of coastal
or riverine areas.
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ARTICLE 3
GENERAL PROVISIONS
SECTION A. LAUDS M WHICH THIS COURT ORDER APPLES
The Court Order shall apply to all areas of special flood hazard within the
jurisdiction of Brazos County (unincorporated areas).
(local unit)
SECTION B. BASIS FOR ESTABLISHING THE AREAS OF SPECIAL FLODD HAZARD
The areas of special flood hazard identified by the Federal Emergency
Management Agency on its Flood Hazard Boundary Map (FHBM), Community No.
481195, dated October 18, 19770 and any revisions thereto are hereby adopted
by reference and declared to be a part of this Court Order.
SECTION C. ESTABLISHMENT OF DEVEIDPMENT PERMIT
A Development Permit shall be required to ensure conformance with the
provisions of this Court Order.
SECTION D. COMPLIANCE
No structure or land shall hereafter be located, altered, or have its use
changed without full compliance with the terms of this Court Order and other
applicable regulations.
SECTION E. ABROGATION AND GREATER RESTRICTIONS
This Court Order is not intended to repeal, abrogate, or impair any existing
easements, covenants, or deed restrictions. However, where this Court Order
and another conflict or overlap, whichever imposes the more stringent
restrictions shall prevail.
SECTION F. INTERPRETATION
In the interpretation and application of this Court Order, all provisions
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) considered as minimum requirements; (2) liberally construed in
favor of the governing body; and (3) deemed neither to limit nor repeal any
other powers granted under State statutes.
SECTION G. WARNING AND DISCLAIM OR LIABILM
The degree of flood protection required by this Court Order is considered
reasonable for regulatory purposes and is based on scientific and
engineering considerations. On rare occasions greater floods can and will
occur and flood heights may be increased by man-made or natural causes.
This Court order does not imply that land outside the areas of special flood
hazards or uses permitted within such areas will be free from flooding or
flood damages. This Court Order shall not create liability on the part of
the cenmunity or any official or employee thereof for any flood damages that
result from reliance on this Court Order or any administrative decision
lawfully made thereunder.
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ARTICLE 4
ACMDUS RATION
SECTION A. ESIGNATION OF THE FIOODPIAIN AEMINISTRATCR
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The County Engineer is hereby appointer] the Floodplain Adminstrator to
administer and implement the provisions of this Court Order and other
appropriate sections of 44 CFR (National Flood Insurance Program
Regulations) pertaining to flood plain management.
SECTION B. DUTIES 6 RFSP NSIBILITIES OF THE FI1)0M AIN ALMINISTFA=
Duties and responsibilities of the Floodplain Administrator shall include,
but not be limited to, the following:
(1) Maintain and hold open for public inspection all records
pertaining to the provisions of this Court Order.
(2) Review permit applications to determine whether proposed building
site will be reasonably safe from flooding.
(3) Review, approve or deny all applications for development permit
required by adoption of this Court Order.
(4) Review permits for proposed development to assure that all
necessary permits have been obtained from those Federal, State or local
governmental agencies (including Section 404 of the Federal Water Pbllution
Control Act Amendments of 1972, 33 U.S.C. 1334) from which prior approval is
required.
(5) Where interpretation is needed as to the exact location of the
boundaries of the areas of special flood hazards (for example, where there
appears to be a conflict between a mapped boundary and actual field
conditions) the Floodplain Administrator shall make the necessary
interpretation.
(6) Notify, in riverine situations, adjacent communities and the
State Coordinating Agency which is the Texas Water Commission , prior to
any alteration or relocation of a watercourse, and submit evidence of such
notification to the Federal Emergency Management Agency.
(7) Assure that the flood carrying capacity within the altered or
relocated portion of any watercourse is maintained.
(8) When base flood elevation data has not been provided in
accordance with Article 3, Section B, the Floodplain Administrator shall
obtain, review and reasonably utilize any base flood elevation data and
floodway data available fran a Federal, State or other source, in order to
administer the provisions of Article 5.
SECTION C. PERMIT PROCEDURES
(1) Application for a Development Permit shall be presented to the
Floodplain Administrator on forms furnished by him/her and may include, but
not be limited to, plans in duplicate drawn to scale showing the location,
dimensions, and elevation of proposed landscape alterations,existing and
proposed structures, and the location of the foregoing in relation to areas
of special flood hazard. Additionally, the following information is
required:
a. Elevation (in relation to mean sea level), of the lowest floor
(including basement) of all new and substantially improved structures;
b. Elevation in relation to mean sea level to which any nonresidential
structure shall be floodproofed;
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certificate from a registered professional engineer or architect
that the nonresidential floodproofed structure shall meet the floodproofing
criteria of Article 5, Section B(2);
d. Description of the extent to which any watercourse or natural
drainage will be altered or relocated as a result of proposed development.
e. Maintain a record of all such information in accordance with Article
4, Section (B)(1).
(2) Approval or denial of a Development Permit by the Floodplain
Administrator shall be based on all of the provisions of this Court Order
and the following relevant factors:
a. The danger to life and property due to flooding or erosion damage;
b. The susceptibility of the proposed facility and its contents to flood
damage and the effect of such damage on the individual owner;
c. The danger that materials may be swept onto other lands to the injury
of others;
d. The compatibility of the proposed use with existing and anticipated
development;
e. The safety of access to the property in times of flood for ordinary
and emergency vehicles;
f. The costs of providing governmental services during and after flood
conditions including maintenance and repair of streets and bridges, and
public utilities and facilities such as sewer, gas, electrical and water
systems;
g. The expected heights, velocity, duration, rate of rise and sediment
transport of the flood waters and the effects of wave action, if applicable,
expected at the site;
h. The necessity to the facility of a waterfront location, where
applicable;
i. The availability of alternative locations, not subject to flooding or
erosion damage, for the proposed use;
J. The relationship of the proposed use to the comprehensive plan for
that area.
SDMON D. VARIANCE PROCEDURES
(1) The Appeal Board as established by the community shall hear and render
judgement on requests for variances from the requirements of this Court
Order.
(2) The Appeal Board shall hear and render judgement on an appeal only when
it is alleged there is an error in any requirement, decision, or
determination made by the Floodplain Administrator in the enforcement or
administration of this Court Order.
(3) Any person or persons aggrieved by the decision of the Appeal Board may
appeal such decision in the courts of competant jurisdiction.
(4) The Floodplain Administrator shall maintain a record of all actions
involving an appeal and shall report variances to the Federal Emergency
Management Agency upon request.
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(5) Variances may be issued for the reconstruction, rehabilitation or
restoration of structures listed on the National Register of Historic Places
or the State Inventory of Historic Places, without regard to the procedures
set forth in the remainder of this Court Order.
(6) Variances may be issued for new construction and substantial
improvements to be erected on a lot of one-half acre or less in size
contiguous to and surrounded by lots with existing structures constructed
below the base flood level, providing the relevant factors in 'Section C(2)
of this Article have been fully considered. As the lot size increases
beyond the one-half acre, the technical justification required for issuing
the variance increases.
(7) Upon consideration of the factors noted above and the intent of this
Court Order,the Appeal Board may attach such conditions to the granting of
variances as it deems necessary to further the purpose and objectives of
this Court Order (Article 1, Section C).
(8) Variances shall not be issued within any designated floodway if any
increase in flood levels during the base flood discharge would result.
(9) Prerequisites for granting variances:
a. Variances shall only be issued upon a determination that the
variance is the minimum necessary, considering the flood hazard, to afford
relief.
b. Variances shall only be issued upon, (i) showing a good and
sufficient cause; (ii) a determination that failure to grant the variance
would result in exceptional hardship to the applicant, and (iii) a
determination that the granting of a variance will not result in increased
flood heiqhts, additional threats to public safety, extraordinary public
expense, create nuisances, cause fraud on or victimization of the public, or
conflict with existing local laws or ordinances.
C. Any application to whom a variance is granted shall be given
written notice that the structure will be permitted to be built with the
lowest floor elevation below the base flood elevation, and that the cost of
flood insurance will be commensurate with the increased risk resulting from
the reduced lowest floor elevation.
(10) Variances may be Issued by a community for new construction and
substantial improvements and for other development necessary for the conduct
of a functionally dependent use provided that (i) the criteria outlined in
Article 4, Section D(1)-(9) are met, and (ii) the structure or other
development is protected by methods that minimize flood damages during the
base flood and create no additional threats to public safety.
END OF ARTICLE 4
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ARTICIE 5
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PROVISIONS Pmt FLOOD HAZARD REDIX, ON
SECTION A. GENERAL STANDARDS
In all areas of special flood hazards the following provisions are required
for all new construction and substantial improvements;
(1) All new construction or substantial improvements shall be designed
(or modified) and adequately anchored to prevent flotation, collapse or
lateral movement of the structure resulting from hydrodynamic and
hydrostatic loads, including the effects of buoyancy;
(2) All new construction or substantial improvements shall be
construction by methods and practices that minimize flood damage;
(3) All new construction or substantial improvements shall be
constructed with materials resistant to flood damage;
(4) All new construction or substantial improvements shall be
constructed with electrical, heating, ventilation, plumbing, and air
conditioning equipment and other service facilities that are designed and/or
located so as to prevent water from entering or accumulating within the
components during conditions of flooding.
(5) All new and replacement water supply systems shall be designed to
minimize or eliminate infiltration of flood waters into the system;
(6) New and replacement sanitary sewage systems shall be designed to
minimize or eliminate infiltration of flood waters into the system and
discharge from the systems into flood waters; and,
(7) On-site waste disposal systems shall be located to avoid
impairment to them or contamination from them during flooding.
SEXTIM B. SPECIFIC STANDUMS
In all areas of special flood hazards where base flood elevation data has
been provided as set forth in (i) Article 3, Section B, (ii) Article 4,
Section B(8), or (iii) Article 5, Section C(3), the following provisions are
required:
(1) Residential Construction - new construction and substantial
improvement of any residential structure shall have the lowest floor
(including basement), elevated to or above the base flood elevation. A
registered professional engineer, architect, or land surveyor shall submit a
certification to the Floodplain Administrator that the standard of this
subsection as proposed in Article 4, Section C(1)a., is satisfied.
(2) Nonresidential Construction - new construction and substantial
improvements of any commercial, industrial or other nonresidential structure
shall either have the lowest floor (including basement) elevated to or above
the base flood level or, together with attendent utility and sanitary
facilities, be designed so that below the base flood level the structure is
watertight with walls substantially impermeable to the passage of water and
with structural components having the capability of resisting hydrostatic
and hydrodynamic loads and effects of buoyancy. A registered professional
engineer or architect shall develop and/or review structural design,
specifications, and plans for the construction, and shall certify that the
design and methods of construction are in accordance with accepted standards
of practice as outlined in this subsection. A record of such certification
which includes the specific elevation (in relation to mean sea level) to
which such structures are floodproofed shall be maintained by the Floodplain
Administrator.
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(3) Manufactured Heroes -
1f a. Require that all manufactured hones to be placed within Zone A,
shall be installed using methods and practices which minimize flood damage.
For the purpose of this requirement, manufactured hones must be elevated and
anchored to resist flotation, collapse, or lateral movement. Methods of
anchoring may include, but are not limited to, use of over-the-top or frame
ties to ground anchors. This requirement is in addition to-applicable State
and local anchoring requirements for resisting wind forces.
b. All manufactured hones shall be in compliance with Article 5,
Section B (1).
SOCfION C. STANDARDS FOR SUBDIVISION PROPOSALS
(1) All subdivision proposals including manufactured home parks and
subdivisions shall be consistent with Article 1, Sections B, C, and D of
this Court Order.
(2) All proposals for the development of subdivisions including
manufactured hone parks and subdivisions shall meet Development Permit
requirements of Article 3, Section C; Article 4, Section C; and the
provisions or Article 5 of this Court Order.
(3) Base flood elevation data shall be generated for subdivision
proposals and other proposed development including manufactured hone parks
and subdivisions which is greater than 50 lots or 5 acres, whichever, is
lesser, if not otherwise provided pursuant to Article 3, Section B or
Article 4, Section B (8) of this Court Order.
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(4) All subdivision proposals including manufactured hone parks and
subdivisions shall have adequate drainage provided to reeuce exposure to
flood hazards.
(5) All subdivision proposals including manufactured home parks and
subdivisions shall have public utilities and facilities such as sewer,gas,
electrical and water systems located and constructed to minimize or
eliminate flood damage.
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CCERITFICUION
It is hereby found and declared by Brazos County that severe flooding has
(local unit)
occurred in the past within its jurisdiction and will certainly occur within
the future; that flooding is likely to result in infliction of serious
personal injury or death, and is likely to result in substantial injury or
destruction of property within its jurisdiction; in order to effectively
comply with minimum standards for coverage under the National Flood
Insurance Program; and in order to effectively remedy the situation
described herein, it is necessary that this Court Order become effective
immediately.
Therefore, an emergency is hereby declared to exist, and this Court Order,
being necessary for the immediate preservation of the public peace, health
and safety, shall be in full force and effect from and after its passage and
approval.
Adopted this 30th , day of March , 1987.
APP1mVM 14/ County Judge
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Commissioner, Pct. 1
f-C4Y"QTrAg4
Commissioner, Pct. 2
, Pct. 3
Commissioner, Pct. 4
It the undersigned, Frank Boriskie , do hereby certify that the above is a
true and correct copy of a Court Order duly adopted by the Commissioner's
Court of Brazos County , at a regular meeting duly convened on
March 30, 1987
Frank Boriskie,-County Clerk
Brazos County, Texas
(SEAL)
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ORDER AUTHORIZING THE ISSUANCE OF $4,500,000
BRAZOS COUNTY, TEXAS,
CERTIFICATES OF OBLIGATION, SERIES 1987;
ENTERING INTO A BOND REGISTRAR, PAYING AGENCY,
AND TRANSFER AGENCY AGREEMENT;
AND OTHER MATTERS RELATED THERETO
WHEREAS, the Commissioners Court (the "Commissioners Court")
of Brazos County, Texas (the "County"), deems it advisable to
issue certificates of obligation (the "Certificates") in the
original aggregate principal amount of $4,500,000 for the purpose
of providing for the payment of contractual obligations to be
j incurred for road and bridge right-of-way acquisitions and
improvements and the payment of contractual obligations for
professional services related thereto (including but not limited
to, financial advisory, legal, and engineering);
WHEREAS, the Certificates hereinafter authorized and
designated are to be issued and delivered for cash pursuant to
the Certificate of Obligation Act of 1971, Article 2368a.1,
Vernon's Texas Civil Statutes, as amended (the "Act");
WHEREAS, the Commissioners Court has heretofore, on the 2nd
day of March, 1987, passed an order authorizing and directing
that notice be given of its intention to issue the Certificates
and the notice has been duly published in The Bryan-College
Station Eagle, which is a eI ~Lwspaper of general circulation in the
County, in its issues of II VV I, I~ , 1987 and 11)(,j,1%' , 1987, the
date of the first publication being at least 14 days prior to the
tentative date stated in the notice for passage of this Order;
and
WHEREAS, the County has received no petition from the
qualified electors of the County protesting the issuance of the
Certificates;
WHEREAS, it is considered to be in the best interest of the
County that the Certificates be issued bearing the date, interest
rates, denominations, and maturities as hereafter provided;
NOW, THEREFORE, BE IT ORDERED BY THE COMMISSIONERS COURT OF
BRAZOS COUNTY, TEXAS, THAT:
Section 1. Authorization of the Certificates. There is
hereby ordered to be issued, under and by virtue of the
Constitution and laws of the State of Texas, including
particularly the Act, a series of certificates of obligation of
the County, to be known as "BRAZOS COUNTY, TEXAS, CERTIFICATES OF
OBLIGATION, SERIES 1987" (the "Certificates"), in the original
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aggregate principal amount of $4,500,000 payable from ad valorem
taxes and a pledge of the revenues of the County's convention and
meeting facilities known as the Brazos Center, all as hereinafter
defined and provided in this Order, for the purposes described in
the Form of Certificates contained in Section 3 hereof.
Section 2. Date, Denominations, Numbers, and Maturities of
the Certificates. The Certificates shall be dated as of April 1,
1987, shall be in denominations of $5,000 each or any integral
multiple thereof, shall be numbered consecutively from R-1
upward, and shall mature on December 1 in each of the years as
provided below unless theretofore called for redemption prior to
maturity in accordance with the provisions of the Form of the
Certificates contained in Section 3 hereof, and the Certificates
shall bear interest from the date of the Certificates and is
payable on December 1, 1987, and on each June 1 and December 1
thereafter through the respective maturity date or earlier
redemption bearing interest at the per annum rates stated below,
to wit:
Year of Maturity Principal Maturing Interest Rate
1987 $ 40,000 3.758
1988 200,000 4.25
1989 210,000 4.70
1990 220,000 4.90
1991 230,000 5.10
1992 240,000 5.30
1993 255,000 5.50
1994 270,000 5.70
1995 290,000 5.85
1996 305,000 6.00
1997 320,000 6.15
1998 340,000 6.30
1999 360,000 6.40
2000 380,000 6.50
2001 405,000 6.60
2002 435,000 6.70
Section 3. General Characteristics and Form of the
Certificates. The Certificates shall be issued, shall be
payable, may be redeemable prior to their scheduled maturities,
shall have the characteristics, and shall be signed and executed
(and the Certificates shall be sealed) all as provided and in the
manner indicated in the form set forth below. The Form of the
j. Certificates, the Form of the Registration Certificate of the
Comptroller of Public Accounts of the State of Texas to be
printed and manually endorsed on each of the Initial Certifi-
cates, the Form of the Authentication Certificate, the Form of
Assignment, the Statement of Insurance, which shall be, respec-
tively, substantially as follows, with necessary and appropriate
variations, omissions, and insertions as permitted or required by
this Order, and the definitions contained within each such form
shall apply solely to such form:
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FORM OF CERTIFICATES
United States of America
State of Texas
NLMBER
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REGISTERED
BRAZOS COUNTY, TEXAS,
CERTIFICATE OF OBLIGATION
SERIES 1987
MATURITY DATE: ISSUE DATE: CUSIP:
April 1, 1987
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REGISTERED OWNER:
PRINCIPAL ANDUNT:
DENCM_-'NATION
REGISTERED
$
BRAZOS COUNTY, TEXAS (the "County"), a political subdivision
of the State of Texas, promises to pay to the registered owner
identified above, or registered assigns (the "Registered owner"),
on the date specified above, upon presentation and surrender of
this Certificate at the principal corporate trust office of MBank
Dallas, N.A., Dallas, Texas, or its successor (the "Paying
Agent/Registrar"), the principal amount identified above, in
lawful money of the United States of America, and to pay interest
thereon at the rate shown above, calculated on the basis of a
360-day year of twelve 30-day months, from the later of April 1,
1987, or the most recent interest payment date to which interest
has been paid or duly provided for. Interest on this Certificate
is payable by check payable on December 1, 1987, and each June 1
and December 1 thereafter, mailed to the Registered Owner of
record as shown on the books of registration kept by the Regis-
trar (the "Register"), as of the date which is the 15th business
day of the month next preceding the interest payment date (the
"Record Date"), or in such other manner as may be acceptable to
the Registered Owner and the Paying Agent/Registrar.
THIS CERTIFICATE is one of a series of Certificates (the
"Certificates") dated as of April 1, 1987, of like designation,
date, and tenor, except as to number, interest rate,
denomination, and maturity issued pursuant to the Order adopted
by the Commissioners Court on March 30, 1987 (the "Order"), in
the original aggregate principal amount of $4,500,000 for the
purpose of providing for the payment of contractual obligations
to be incurred for road and bridge right-of-way acquisitions and
improvements and the payment of contractual obligations for
professional services related thereto (including, but not limited
to, financial advisory, legal, and engineering), by virtue of the
Constitution and laws of the State of Texas, including
particularly the Certificate of Obligation Act of 1971, Article
2368a.1, Vernon's Texas Civil Statutes, as amended.
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REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS
CERTIFICATE SET FORTH ON THE REVERSE HEREOF, WHICH PROVISIONS
SHALL HAVE THE SAME FORCE AND EFFECT AS IF SET FORTH IN THIS
SPACE.
IN WITNESS WHEREOF, this Certificate has been signed with
the manual or facsimile signature of the County Judge of the
County and countersigned with the manual or facsimile signature
of the County Clerk, and the official seal of the County has been
duly impressed, or placed in facsimile, on this Certificate.
BRAZOS COUNTY, TEXAS
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxx xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
County Clerk County Judge
Brazos County, Texas Brazos County, Texas
(COMMISSIONERS COURT SEAL)
(Back Panel of Certificates)
ON DECEMBER 1, 1997, or on any date thereafter, the
Certificates maturing December 1, 1998, and each December 1
thereafter through and including December 1, 2002, are subject to
redemption prior to their scheduled maturities, at the option of
the County, in whole or in part, and, if in part, in inverse
annual order, the particular Certificates, or portions thereof,
to be redeemed shall be selected and designated by the County, in
multiples of $5,000, at a redemption price equal to the principal
amount thereof plus unpaid accrued interest to the date fixed for
redemption, without premium. Notice of any redemption shall be
given not less than 30 days prior to the date fixed for
redemption by certified mail, addressed to the Registered Owner
of each Certificate to be redeemed in whole or in part at the
address shown on the Register. It is hereby specifically
provided that written notification to the Registered Owner shall
be the only notice actually required in connection with or as a
prerequisite to redemption of Certificates or portions thereof.
When Certificates or portions thereof have been called for
redemption, and due provision has been made to redeem the same,
the principal amounts so redeemed shall be payable solely from
the funds provided for redemption, and interest which would
otherwise accrue on the amounts called for redemption shall
terminate on the date fixed for redemption. If a portion of any
Certificate shall be redeemed, a substitute Certificate or
Certificates having the same maturity date, bearing interest at
the same rate, in any denomination or denominations in any
integral multiple of $5,000, at the written request of the
Registered Owner, and in aggregate principal amount equal to the
unredeemed portion thereof, will be issued to the Registered
Owner upon the surrender thereof for cancellation, at the expense
of the County. Reference is made to the order for complete
details concerning the manner of redeeming the Certificates.
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THE CERTIFICATES are issued pursuant to the Order whereunder
the County covenants to levy a continuing, direct, annual ad
valorem tax on taxable property within the County, within the
limits prescribed by law, for each year while any part of the
Certificates are considered outstanding under the provisions of
the Order, in sufficient amount to pay interest on each Certifi-
cate as it becomes due, to provide a sinking fund for the payment
of the principal of the Certificates when due, and to pay the
expenses of assessing and collecting such tax, and this Certifi-
cate is additionally secured by and payable from a lien and
pledge of the revenues of the County's convention and meeting
facilities known as the Brazos Center, all as more specifically
defined and provided in the Order. Reference is hereby made to
the order for provisions with respect to the custody and applica-
tion of the County's funds, remedies in the event of a default
hereunder or thereunder, and the other rights of the Registered
Owner. By acceptance of this Certificate, the Registered Owner
consents to all of the provisions of the Order, a certified copy
of which is on file in the office of the County Clerk.
THIS CERTIFICATE IS TRANSFERABLE OR EXCHANGEABLE only upon
presentation and surrender at the principal corporate office of
the Paying Agent/Registrar. If this Certificate is being trans-
ferred, it shall be duly endorsed for transfer or accompanied by
an assignment duly executed by the Registered owner, or his
authorized representative, subject to the terms and conditions of
the Order. If this Certificate is being exchanged, it shall be
in the principal amount of $5,000 or any integral multiple
thereof, subject to the terms and conditions of the order. The
Paying Agent/Registrar is not required to accept any Certificate
for transfer or exchange during the 45 days prior to dated fixed
for the redemption of such Certificate; provided, however, such
limitation of transfer shall not be applicable to an exchange by
the Registered Owner of the unredeemed balance of a Certificate
for redemption in part. The Registered Owner of this Certificate
shall be deemed and treated by the County and the Paying Agent/
Registrar as the absolute owner hereof for all purposes, includ-
ing payment and discharge of liability upon this Certificate to
the extent of such payment, and the County and the Paying Agent/
Registrar shall no be affected by any notice to the contrary.
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[THIS CERTIFICATE SHALL NOT BE VALID or obligatory for any
purpose or be entitled to any benefit under the Order unless this
Certificate is registered by the Comptroller of Public Accounts
of the State of Texas as evidenced by execution of the
registration certificate endorsed hereon.]* [THIS CERTIFICATE
SHALL NOT BE VALID or obligatory for any purpose or be entitled
to any benefit under the order unless this Certificate is
authenticated as evidenced by execution of the authentication
certificate endorsed hereon by the Paying Agent/Registrar.]**
*Print on In dal Certificates only
**Print on all Certificates other than Initial Certificates
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IN THE EVENT any Paying Agent/Registrar for the Certificates
is changed by the County, resigns, or otherwise ceases'to act as
such, the County has covenanted in the Order that it promptly
will appoint a competent and legally qualified substitute
therefor, and cause written notice thereof to be mailed to the
Registered Owners.
IT IS HEREBY CERTIFIED, COVENANTED, AND REPRESENTED that all
acts, conditions, and things necessary to be done precedent to
the issuance of the Certificates in order to render the same
legal, valid, and binding obligations of the County have happened
and have been accomplished and performed in regular and due time,
form, and manner, as required by law; that provision has been
made for the payment of the principal of and interest on the
Certificates by the levy of a continuing, direct, annual ad
valorem tax upon taxable property within the County, within the
limit prescribed by law and a pledge of the revenues of the
Brazos Center; and that issuance of the Certificates does not
exceed any constitutional or statutory limitation.
BY BECOMING the Registered Owner of this Certificate, the
Registered Owner thereby acknowledges all of the terms and
provisions of the Order, agrees to be bound by such terms and
provisions, and agrees that the terms and provisions of this
Certificate and the Order constitute a contract between each
Registered Owner and the County.
* * *
FORM OF REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO.
I HEREBY CERTIFY THAT there is on file and of record in my
office a certificate to the effect that the Attorney General of
the State of Texas has examined and finds that this Certificate
of obligation has been issued in conformity with the Constitution
and laws of the State of Texas and is a valid and binding
obligation of the Brazos County, Texas, and further that this
Certificate of obligation has been registered this day by me.
WITNESS my signature and seal of office this
(COMPTROLLER'S SEAL)
comptroller o Pu c Accounts
of the State of Texas
* * *
*Print on initial certificates only
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FORM OF AUTHENTICATION CERTIFICATE"
AUTHENTICATION CERTIFICATE
This Certificate of obligation is one of the Certificates
described in and delivered pursuant to the within-mentioned
order, and this Certificate has been issued in conversion of and
exchanged for, or replacement of, a Certificate, Certificates, or
a portion of a Certificate or Certificates, which was originally
approved by the Attorney General of the State of Texas and
registered by the Comptroller of Public Accounts of the State of
Texas.
Texas
Registration Date: By
Authorized Signature
FORM OF ASSIGNMENT
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells,
assigns, and transfers unto (Print or typewrite name, address,
and zip code of transferee and, if the transferee is a trust,
name and address of at least one trustee):
(Social Security or other tax identifying number: )
the within Certificate and does hereby irrevocably constitute and
appoint , as attorney, to transfer the
within Certificate on the books kept for registration of the
within Certificate, with full power of substitution in the
premises.
DATED:
Signature guaranteed by:
NOTICE: The signature(s) on this
assignment must correspond with
the name(s) of the registered
owner(s) appearing on the face of
the within Certificate in every
particular.
NOTICE: Signature must be
guaranteed by a member firm of
the National Association of
Securities Dealers or a com-
mercial bank or a trust company.
"Print on all Certificates other than Initial Certificates
~~II
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The following abbreviations, when used in the. assignment
above or on the face of the within Certificate, shall be
construed as though they were written out in full according to
applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of
survivorship and not as tenants
in common
UNIF GIFT MIN ACT - Custodian _
(Cust) (M nor
under Uniform Gifts to Minor Act
State
Additional abbreviations may also be used though not in the list
above.
STATEMENT OF INSURANCE
Financial Guaranty Insurance Company ("Financial Guaranty")
has issued a policy containing the following provisions with
respect to the Brazos County, Texas, Certificates of Obligation,
Series 1987 (the "Certificates"), such policy being on file at
the principal office of the Paying Agent/ Registrar, as paying
agent (the "Paying Agent"):
Financial Guaranty hereby unconditionally and irrevocably
agrees to pay for disbursement to the Certificateholders that
portion of the principal of and interest on the Certificates
which is then due for payment and which the issuer of the
Certificates (the "Issuer") shall have failed to provide. Due
for payment means, with respect to the principal, the stated
maturity date thereof, but not any earlier date on which the
payment of principal of the Certificates is due by reason of
acceleration, and with respect to interest, the stated date for
payment of such interest.
Upon receipt of telephonic or telegraphic notice, subse-
quently confirmed in writing, or written notice by registered or
certified mail, from a Certificateholder or the Paying Agent to
Financial Guaranty that the required payment of principal or
interest has not been made by the issuer to the Paying Agent,
Financial Guaranty on the due date of such payment or within one
business day after receipt of notice of such nonpayment, which-
ever is later, will make a deposit of funds, in an account with
Citibank, N.A., or its successor as its agent (the "Fiscal
Agent"), sufficient to make the portion of such payment not paid
by the Issuer. Upon presentation to the Fiscal Agent of evidence
~~i~
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satisfactory to it of the Certificateholder's right to receive
such payment and any appropriate instruments of assignment
required to vest all of such Certificateholder's right to such
payment in Financial Guaranty, the Fiscal Agent will disburse
such amount to the Certificateholder.
As used herein the term "Certificateholder" means the person
other than the Issuer who at the time of nonpayment of a
Certificate is entitled under the terms of such Certificate to
payment thereof.
The policy is non-cancellable for any reason.
FINANCIAL GUARANTY INSURANCE COMPANY
LEGAL OPINION
(The legal opinion of McCall, Parkhurst & Horton will be
printed on the Certificates.)
(END OF FORMS)
•
0
In case any officer of the County whose manual or facsimile
signature shall appear on any Certificate shall cease to be such
officer before the delivery of any such Certificate, such manual
or facsimile signature shall nevertheless be valid and sufficient
for all purposes as if such officer had remained in office until
such delivery. Any Certificate which bears the facsimile
signature of such person who at the actual time of the delivery
of such Certificate shall be an officer authorized to sign such
Certificate, but who at the date of such Certificate was not such
an officer, shall be validly and sufficiently signed for all
purposes as if such person had been such officer at the date of
such Certificate. The County authorizes the printing of a true
and correct copy of an opinion of McCall, Parkhurst & Horton,
Attorneys, Dallas, Texas, relating to the validity and
enforceability of the Certificates under Texas law and the status
of interest on the Certificates under federal income tax laws on
the reverse side of each of the Certificates over a certificate
of identification executed by the facsimile signature of the
County Clerk, and also authorizes the imprinting of CUSIP (the
American Bankers Association's Committee on Uniform Securities
Identification Procedures) numbers on the Certificates; provided,
however, that the failure of such opinion, certificate, or CUSIP
numbers to appear on any Certificate, or any errors therein or in
any part of the Certificate the form of which is not included in
this order, shall in no way affect the validity or enforceability
of the Certificates or relieve the Initial Purchaser (hereinafter
defined) of its obligation to accept delivery of and pay for the
Certificates.
Section 4. Definitions. In addition to other words and
terms defined in this Order (except those defined and used in
Section 3), and unless a different meaning or intent clearly
appears in the context, the following words and terms shall have
the following meanings, respectively:
"Additional Certificates" - Such other Certificates as may
hereafter be authorized, payable from and equally secured by a
pledge of the County's taxes or revenues to the same extent as
pledged for and in all things on a parity with the lien of the
Certificates.
i
"Bond Registrar, Paying Agency, and Transfer Agency
Agreement" - The agreement dated as of April 1, 1987, between the
Paying Agent/Registrar and the County relating to the
registration, authentication, and transfer of the Certificates.
"Brazos Center" - The convention and meeting facilities
owned by the County.
"Certificate Insurance Policy" - Municipal Certificate New
Issue Insurance Policy issued by the Certificate Insurer and
guaranteeing scheduled payment of principal of and interest on
the Certificates.
"Certificate Insurer" - Financial Guaranty Insurance
Company, a New York stock insurance company, or any successor
thereto.
"Certificates" - Any Certificate or Certificates or all of
the Certificates, as the case may be, of that series styled
"Brazos County, Texas, Certificates of Obligation, Series 1987"
in the original aggregate principal amount of $4,500,000
authorized by this order.
"Code" - The Internal Revenue Code of 1986.
"Commissioners Court" - The Commissioners Court which is
governing body of the County.
"County" - Brazos County, Texas, a political subdivision of
the State of Texas.
"Government Obligations" - Direct obligations of the United
States of America, which are non-callable prior to the respective
maturities of the Certificates and may be United States Treasury
Obligations such as State and local government series and may be
in book entry-form.
"Interest Payment Date" - When used in connection with any
Certificate, shall mean December 1, 1987, and each June 1 and
December 1 thereafter until maturity or earlier redemption of
such Certificate.
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"Initial Certificates" - The Certificates registered by the
Comptroller o Public Accounts as described in Section 11 hereof.
"Initial Purchaser" - A. G. Edwards & Sons, Inc.
"Order" - This "Order Authorizing the Issuance of $4,500,000
Brazos County, Texas, Certificates of Obligation, Series 1987;
Entering Into a Bond Registrar, Paying Agency, and Transfer
Agency Agreement; and Other Matters Related Thereto" adopted by
the Commissioners Court on March 30, 1987.
"Owners" - Any person who shall be the registered owner of
any outstanding Certificates.
"Paying Agent/Registrar" - MBank Dallas, N.A., Dallas,
Texas, and such other bank or trust company as may hereafter be
appointed in substitution therefor or in addition thereto to
perform the duties of Paying Agent/Registrar in accordance with
this order.
"Record Date" - The 15th business day of the month next
preceding the applicable Interest Payment Date.
•
"Register" - The books of registration kept by the Paying
Agent/Registrar in which are maintained the names and addresses
of and the principal amounts registered to each Owner.
"Revenues" - All revenues, income, and receipts of every
nature deed or received by the County from the operation and
ownership of the Brazos Center, and the interest income from the
investment or deposit of money in any Fund created by this order.
Section 5. County Funds. The County hereby confirms the
establishment of the following funds of the County at a
depository of the County:
•
A. Interest and Sinking Fund, Tax Levy, and Pledge of
Revenues. A special "Interest and Sinking Fund" is hereby
created and shall be established and maintained by the County at
an official depository bank of the county. The Interest and
Sinking Fund shall be kept separate and apart from all other
funds and accounts of the County, and shall be used only for
paying the interest on and principal of the Certificates. The
net proceeds of all ad valorem taxes levied and collected for and
on account of the Certificates shall be deposited, as collected,
to the credit of the Interest and Sinking Fund. During each year
while any of the principal or interest of the Certificates
thereto are outstanding and unpaid, the Commissioners Court shall
compute and ascertain a rate and amount of ad valorem tax which
will be sufficient to raise and produce the money required to pay
the interest on the Certificates as such principal matures; and
the tax shall be based on the latest approved tax rolls of the
County, with full allowances being made for tax delinquencies and
the cost of tax collection. The rate and amount of ad valorem
11
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tax is hereby levied, and is hereby ordered to be levied, against
all taxable property in the County, for each year while any of
the Certificates are outstanding and unpaid, and the tax shall be
assessed and collected each year and deposited to the credit of
the Interest and Sinking Fund. The ad valorem taxes sufficient
to provide for the payment of the interest on and principal of
the Certificates, as such interest comes due and such principal
matures, are hereby pledged irrevocably for such payment, within
the limit prescribed by law. The Certificates additionally shall
be payable from and secured by the Revenues. The County shall
deposit all Revenues to the credit of the Interest and Sinking
Fund created pursuant to this section to the extent needed to pay
principal and interest on the Certificates. Notwithstanding the
requirements of this section, if Revenues are actually on deposit
in the Interest and Sinking Fund in advance of the time when ad
valorem taxes are scheduled to be levied for any year, then the
amount of taxes which otherwise would have been required to be
levied pursuant to this section may be reduced to the extent and
by the amount of the Revenues then on deposit in the Interest and
Sinking Fund.
B. Project Fund. The Project Fund is the fund into which
the proceeds of the Certificates shall be placed, except for
accrued interest and any premium which shall be paid into the
Interest and Sinking Fund. The Project Fund shall be used to pay
the costs necessary or appropriate to accomplish the purposes for
which the Certificates are issued.
Section 6. Investments and Security.
A. Investment of Funds. The Commissioners Court may place
money in any fund created by this Order in time or demand
deposits or invest such money as authorized by law at the time of
such deposit; provided, however, that the County hereby covenants
that the proceeds of the sale of the Certificates will be used as
soon as practicable for the purposes for which the Certificates
are issued. Obligations purchased as an investment of money in a
fund shall be deemed to be a part of such fund.
B. Amounts Received from Investments. Except as otherwise
provided by law, amounts received from the investment of any
money in any fund created by this order may be placed into any
fund of the County as determined by the Commissioners Court.
C. Security for Funds. All funds created by this Order
shall be secured in the manner and to the fullest extent required
by law for the security of funds of the County.
Section 7. Covenants of the Countv.
that:
A. General Covenants. The County covenants and represents
s.~ a r.. S;% 4-) C G
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(1) The County is a duly created and existing county
the State of Texas, and is duly authorized under the laws
of the State of Texas to create and issue the Certificates,
that all action on its part for the creation and issuance of
the Certificates has been duly and effectively taken, and
that the Certificates in the hands of the Owners thereof are
and will be valid and enforceable obligations of the County
in accordance with their terms.
(2) The Certificates shall be ratably secured in such
manner that no one Certificate shall have preference over
other Certificates.
B. Specific Covenants. The County covenants and represents
that while the Certificates or any Additional Certificates are
outstanding and unpaid, it:
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(1) Will proceed to acquire and construct with all due
diligence and dispatch so much of the projects as shall have
been financed with the proceeds of the Certificates and, if
necessary, as described in subsection D of this Section 7 to
expend certain minimum amounts of proceeds of the
Certificates by certain dates.
(2) Will levy an ad valorem tax, within the limits
prescribed by law, that will be sufficient to provide funds
to pay the current interest on the Certificates and to
provide the necessary sinking fund, all as described in this
Order.
(3) Has or will obtain lawful title to the lands,
buildings, structures, and facilities constituting the
Brazos Center; it warrants that it will defend the title to
all the aforesaid lands, building, structures, and
facilities, and every part thereof, for the benefit of the
Owners of the Outstanding Certificates and Additional
Certificates, against the claims and demands of all persons
whomsoever; it is lawfully qualified to pledge the Revenues
to the payment of the Outstanding Certificates and
Additional Certificates in the manner prescribed herein; and
it has lawfully exercised such rights.
(4) Will from time to time and before the same become
delinquent pay and discharge all taxes, assessments, and
governmental charges, if any, which shall be lawfully
imposed upon the Brazos Center, that it will pay all lawful
claims for rents, royalties, labor, materials, and supplies
which if unpaid might by law become a lien or charge
thereon, the lien of which would be prior to or interfere
with the liens hereof, so that the priority of the liens
granted hereunder shall be fully preserved in the manner
provided herein, and that it will not create or suffer to be
created any mechanic's, laborer's, materialman's, or other
lien or charge which might or could be prior to the liens
13
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hereof, or do or suffer any matter or thing whereby the
liens hereof might or could be impaired; provided, however,
that no such tax, assessment, or charge, and that no such
claims which might be used as the basis of a mechanic's,
laborer's, materialman's, or other lien or charge, shall be
required to be paid so long as the validity of the same
shall be contested in good faith by the County.
(5) will continuously and efficiently operate the
Brazos Center, and it shall pay the operating costs and
maintain the Brazos Center in good condition, repair, and
working order, all at reasonable cost.
(6) will not additionally encumber the Revenues in any
j
manner, except as permitted any Order in connection with
outstanding bonds or Additional Certificates which may be
issued by the County.
(7) Will not sell, convey, mortgage, encumber, or in
1
any manner transfer title to, or otherwise dispose of the
Brazos Center, or any significant or substantial part
thereof; provided that whenever the County deems it
necessary to dispose of any property, machinery, fixtures,
or equipment, it may sell or otherwise dispose of such
property, machinery, fixtures, or equipment when it has made
`
arrangements to replace the same or provide substitutes
therefor, unless it is determined by resolution of the
Commissioners Court that no such replacement or substitute
is necessary.
(8) Will keep proper books of record and account in
which full, true, and correct entries will be made of all
dealings, activities, and transactions relating to the
Brazos Center, the Revenues, and the Funds created pursuant
to this Order, and all books, documents, and vouchers
relating thereto shall at all reasonable times be made
available for inspection upon request of any Owner.
(9) Will comply with all of the terms and conditions
of any and all franchises, permits, and authorizations
applicable to or necessary with respect to the Brazos
Center, and which have been obtained from any governmental
agency; and it has or will obtain and keep in full force and
effect all franchises, permits, authorization, and other
requirements applicable to or necessary with respect to the
acquisition, construction, equipment, operation, and
maintenance of the Brazos Center.
(10) Will not grant any franchise or permit for the
i acquisition, construction, or operation of any competing
facilities which might be used as a substitute for the
Brazos Center.
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Dvenants Regarding Tax Exemption of Interest on the
s.
(1) With respect to the Certificates and the facilities
financed or refinanced with such obligations, either the "Trade
or Business Test" or the "Security Interest Test" is not met, or
both such tests are not met.
(a) Trade or Business Test. The Trade or Business Test
is met if more than 10 percent of the proceeds are to be
used (directly or indirectly) for any "private business use"
by any person other than a governmental unit.
(b) Security Interest Test. The Security Interest Test
is met if the payment of the principal of, or the interest
on, more than 10 percent of the proceeds of the Certificates
is (under the terms of the Certificates or any underlying
arrangement) directly or indirectly-
(i) secured by any interest in -
(1) property used or to be used for a
private business use, or
(2) payments in respect of such property, or
•
(ii) to be derived from payments (whether or not
to the County) in respect of property, or borrowed
money, used or to be used for a private business use.
The term "private business use" means use (directly or indirect-
ly) in a trade or business carried on by a person other than a
governmental unit. For purposes of the preceding sentence, use
as a member of the general public shall not be taken into account
and any activity carried on by a natural person shall not be
taken into account. All activities of section 501(c)(3) organi-
zations, the Federal Government (including its agencies and
instrumentalities), and other nongovernmental persons who are not
natural persons are treated as trade or business activities.
(2) For purposes of the Trade or Business Test, a person
may be a user of bond proceeds and bond-financed property as a
result of (i) ownership or (ii) actual or beneficial use of
property pursuant to a lease, a management or incentive payment
contract, or (iii) any other arrangement such as a take-or-pay or
other output-type contract. Use on the same basis as the general
public (including use as an industrial customer) is not taken
into account. However, trade or business use by all persons on a
basis different from the general public is aggregated in deter-
mining if the 10 percent limit is met.
(3) For purposes of the Trade or Business Test, use pursu-
ant to management contracts not exceeding five years (including
renewal options) is not treated as private business use if -
15 V~
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(i) at least 50 percent of the compensation to any
manager other than a governmental unit is on a periodic,
fixed-fee basis;
(ii) no amount of compensation is based on a share of
net profits; and
(iii) the governmental unit owning the facility may
terminate the contract (without penalty) at the end of any
three year period.
(4) For purposes of the Security Interest Test, both direct
and indirect payments made by any person (other than a govern-
mental unit) who is treated as using the proceeds of the
Certificates are counted. Such payments are counted whether or
not they are formally pledged as security or are directly used to
pay debt service on the Certificates. Similarly, payments to
persons other than the County may be considered. Revenues from
generally applicable taxes are not treated as payments for
purposes of the Security Interest Test; however, special charges
imposed on persons satisfying the use test (but not on members of
the public generally) are so treated if the charges are in
substance fees paid for the use of bond proceeds.
(5) No more than 5 percent of the proceeds of the
Certificates will be used for any private business use test that
is not related to any governmental use of such proceeds. For
this purpose, the term "related" means a use for a facility that
is located within or adjacent to any governmental facility to
which it is related.
(6) No more than 5 percent of the proceeds of the
Certificates will be used for any private business use that is
disproportionate to the amount of such proceeds used for a
related governmental use. The determination of whether a private
use which is related to a government use also being financed with
the bond proceeds is disproportionate to the government use to
which such private use relates is determined by comparing the
amount of bond proceeds used for the related private and
government uses. The related private use is disproportionate to
the related government use to the extent it exceeds such use in
amount. Multiple, related private use facilities for any
government use are treated as one facility for purposes of this
rule.
(7) The Trade or Business Test and Security Interest Test
are deemed to be met where 5 percent or more of the proceeds of
the Certificates are used with respect to any output facility
(other than a facility for the furnishing of water) and the
amount of proceeds so used exceeds the excess of -
f (1) $15 million, over
16
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(ii) the aggregate amount of proceeds with respect to
all prior tax-exempt issues 5 percent or more of the pro-
ceeds of which are or will be used with respect to such
output facility (or any other facility which is part of the
same project).
There shall not be taken into account under subparagraph (2)
above any Certificate which is not outstanding at the time of the
later issue or which is to be redeemed (other than in an advance
refunding) from the net proceeds of the later issue.
(8) The amount of proceeds of the Certificates which are to
be used (directly or indirectly) to make or finance loans to
persons other than governmental units will not exceed the lesser
of (a) 5 percent of such proceeds or (b) $5 million.
(9) The County will not take any action which would ad-
versely affect the exemption from federal income taxation of the
interest paid on the Certificates, including without limitation
any action that would permit any of the Certificates to be
treated as "private activity bonds" within the meaning of section
141 of the Code, or as "federally guaranteed" within the meaning
of section 149(b) of the Code, and will take, or require to be
taken, such acts as may be reasonably within its ability and as
j may from time to time be required under applicable law or
regulation to continue to exempt from federal income taxation the
interest on the Certificates, including the preparation and
filing of any statements or information reports required to be
filed by the County in order to maintain the tax-exempt status of
the interest on the Certificates.
(10) The County has not taken, has no present intention of
taking any action and knows of no action taken or intended which
would cause interest on the Certificates to be includable in the
2 gross income of any Owner for federal income tax purposes.
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(11) The County hereby designates the Certificates as
"qualified tax-exempt obligations" under section 265(b) of the
Code, and the County will take such action as is necessary to
maintain such designation, including issuing less than
$10,000,000 of tax-exempt obligations during the calendar year
1987.
D. Covenants Regarding Arbitrage.
(1) A Rebate Fund is hereby established by the County.
r
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Such Fund shall be for the sole benefit of the United States of
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person, including without limitation the Owners. The Rebate Fund
is established for the purpose of compliance with section 148 of
k't the Code.
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(2) At the close of each "Bond Year," the County shall
compute the amount of "Excess Earnings," if any, for the period
;s
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beginning on the date of delivery of the Certificates and ending
at the close of such "Bond Year" and transfer an amount equal to
the difference, if any, between the amount then in the Rebate
Fund and the Excess Earnings so computed. The term "Bond Year"
means with respect to the Certificates each one-year period
ending on the anniversary of the date of delivery of the
Certificates. If, at the close of any Bond Year, the amount in
the Rebate Fund exceeds the amount that would be required to be
paid to the United States of America under paragraph (4) below if
the Certificates had been paid in full, such excess may be
transferred from the Rebate Fund and paid to the County.
(3) In general, "Excess Earnings" for any period of time
means the sum of
(a) the excess of
(i) the aggregate amount earned during such
period of time on all "Nonpurpose Obligations"
(including gains on the disposition of such
Obligations) in which "Gross Proceeds" of the issue are
invested (other than amounts attributable to an excess
described in this subparagraph (3)(a)), over
(ii) the amount that would have been earned during
such period of time if the "Yield" on such Nonpurpose
obligations (other than amounts attributable to an
excess described in this subparagraph (3)(a)) had been
equal to the yield on the issue, plus
(b) any income during such period of time attributable
to the excess described in subparagraph (a)(i) above.
li "Excess Earnings" will not include amounts, if any, which need
( not be taken into account under the special rules of section
1 148(f)(4)(A) and (B) of the Code relating to bona fide debt
service funds and the six-month temporary investment period. The
terms "Nonpurpose Obligations," "Gross Proceeds," and "Yield"
shall have the meanings prescribed by section 148 of the Code and
{f~ shall be applied in the manner prescribed in such section.
I' (4) The County shall pay to the United States of America at
least once every five-years an amount that ensures that at least
90 percent of the Excess Earnings from the date of delivery of
i~ the Certificates to the close of the period for which the payment
is being made will have been paid. The County shall pay to the
United States of America not later than 60 days after the
Certificates have been paid in full 100 percent of the amount
then required to be paid under section 148 (f) of the Code as a
result of Excess Earnings.
(5) The County shall keep such records as will enable the
County to fulfill its responsibilities under this section and
section 148 (f) of the Code and shall retain such records for at
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least six years following the final payment of principal and
interest on the Certificates.
(6) The County will not use any portion of the proceeds of
the Certificates directly or indirectly to acquire "higher
yielding investments," or to replace funds which were used
directly or indirectly to acquire "higher yielding investments."
The term higher yielding investments means any investment
property (as defined in section 148(b)(2) of the Code) which
produces a yield over the term of the issue which is materially
higher than the yield on the issuer (as defined above). The
foregoing limitation on higher yielding investments shall not
apply to
(a) proceeds of the Certificates invested for a
reasonable temporary period of three years or less until
such proceeds are needed for the purpose for which the
Certificates are issued, or
(b) amounts invested in a bona fide debt service fund
if the gross earnings on such fund are less than $100,000 in
any bond year, and
•
(c) amounts in any reasonably required reserve or
replacement fund which are (i) funded with the proceeds of
the Certificates, and (ii) not in excess of 10 percent of
the proceeds of the Certificates.
(7) The County covenants to restrict the use of
Certificates proceeds in such manner and to such extent, as may
be necessary, so that the Certificates will not constitute
"arbitrage bonds" under section 148 of the Code and, to the
extent applicable, section 149(d) of the Code (relating to
advance refundings). Any authorized representative of the County
having responsibility with respect to the issuance of the
Certificates is authorized and directed, alone or in conjunction
with any other official, employee, or consultant of the County to
give an appropriate certificate on behalf of the County, for
inclusion in the transcript of proceedings for the Certificates,
setting forth the facts, estimates, and circumstances and
reasonable expectations pertaining to section 148 of the Code
and, to the extent applicable, section 149(d) of the Code.
(8) The requirements of this Section are subject to, and
shall be interpreted in accordance with section 148 of the Code.
Section 8. Paying A ent/Registrar. The Paying
Agent/Registrar is hereby appointed as paying agent for the
Certificates and the County is hereby authorized to enter into
any type of agreement necessary for the Paying Agent/Registrar to
perform its duties hereunder. The principal of and premium, if
any, on the Certificates shall be payable, without exchange or
collection charges, in any coin or currency of the United States
of America, which, on the date of payment, is legal tender for
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the payment of debts due the United States of America, upon their
presentation and surrender as they respectively become due and
payable, whether at maturity or by prior redemption, at the
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principal corporate trust office of the Paying Agent/ Registrar.
The interest on each Certificate shall be payable by check
'
payable on the Interest Payment Date mailed by the Paying
Agent/Registrar on or before each Interest Payment Date to the
owner of record as of the Record Date, to the address of such
'
Owner as shown on the Register, or in such other manner as may be
acceptable to the Owner and the Paying Agent/Registrar.
The County, the Paying Agent/Registrar, and any other person
may treat the person in whose name any Certificate is registered
as the absolute owner of such Certificate for the purpose of
making and receiving payment of the principal thereof and
premium, if any, thereon, and for the further purpose of making
and receiving payment of the interest thereon and for all other
purposes, whether or not such Certificate is overdue, and neither
the County nor the Paying Agent/Registrar shall be bound by any
notice or knowledge to the contrary. All payments made to the
person deemed to be the Owner of any Certificate in accordance
with this Order shall be valid and effectual and shall discharge
the liability of the County and the Paying Agent/Registrar upon
such Certificate to the extent of the sums paid.
So long as any Certificates remain outstanding, the Paying
Agent/Registrar shall keep the Register at its principal
corporate trust office in which, subject to such reasonable
regulations as it may prescribe, the Paying Agent/Registrar shall
provide for the registration and transfer of Certificates in
accordance with the terms of this Order. Upon the occurrence of
any event requiring payment under the Certificate Insurance
Policy, the County directs that the Paying Agent/Registrar grant
to the Certificate Insurer access to the Register.
The County may at any time and from time to time appoint
another Paying Agent/Registrar in substitution for the previous
Paying Agent/Registrar; provided that any such Paying
Agent/Registrar shall be a corporation organized and doing
business under the laws of the United States of America or any
State, authorized under such laws to exercise trust powers,
subject to supervision or examination by Federal or State
authority, and a transfer agent registered with the Securities
and Exchange Commission. In such event, the County shall give
notice by certified mail to each Owner at least 30 days prior to
the effective date of such substitution. Any bank or trust
company with or into which any Paying Agent/Registrar may be
merged or consolidated, or to which the assets and business of
Paying Agent/Registrar may be sold or otherwise transferred,
shall be deemed the successor of such Paying Agent/Registrar for
the purposes of this order.
The County Judge and County Clerk are hereby authorized to
enter into, execute, and deliver the Bond Registrar, Paying
20
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Agency, and Transfer Agency Agreement with the initial Paying
• Agent/Registrar in substantially the form presented to the
Commissioners Court on this date.
Section 9. Initial Certificates; Exchange or Transfer of
Certificates. In t al y, 15 Certificates (the "Initial
Certificates") numbered from R-1 through R-15 and being in the
principal amount, respectively, as shown on Section 2 for each
year of maturity, and representing the entire principal amount of
the Certificates shall be registered in the name of the Initial
Purchaser or his designee and shall be executed and submitted to
the Attorney General of Texas for approval, and thereupon
certified by the Comptroller of Public Accounts of the State of
Texas or his duly authorized agent, by manual signature. At any
time thereafter, the Owner may deliver the Initial Certificates
to the Paying Agent/Registrar for exchange, accompanied by
instructions from the Owner or such designee designated the
persons, maturities, and principal amounts to and in which the
initial Certificates are to be transferred and the addresses of
such persons, and the Paying Agent/Registrar shall thereupon,
within not more than three days, register and deliver such
Certificates upon authorization of the County as provided in such
instructions,
Each Certificate shall be transferable only upon the
presentation and surrender thereof at the principal corporate
trust office of the Paying Agent/Registrar, duly endorsed for
transfer, or accompanied by an assignment duly executed by the
Owner or his authorized representative in form satisfactory to
the Paying Agent/Registrar. Upon due presentation of any
Certificate for transfer, the Paying Agent/Registrar shall
authenticate and deliver in exchange therefor, to the extent
possible and under reasonable circumstances within three business
days after such presentation, a new Certificate or Certificates,
registered in the name of the transferee or transferees, in
authorized denominations and of the same maturity and aggregate
principal amount and bearing interest at the same rate as the
Certificate or Certificates so presented.
All Certificates shall be exchangeable upon presentation and
surrender thereof at the principal corporate trust office of the
Paying Agent/Registrar for a Certificate or Certificates of the
same maturity and interest rate and in any authorized
denomination, in an aggregate principal amount equal to the
unpaid principal amount of the Certificate or Certificates
presented for exchange. The Paying Agent/Registrar shall be and
is hereby authorized to authenticate and deliver exchange
Certificates in accordance with this order and each Certificate
so delivered shall be entitled to the benefits and security of
this Order to the same extent as the Certificate or Certificates
in lieu of which such Certificate is delivered.
The County or the Paying Agent/Registrar may require the
Owner of any Certificate to pay a sum sufficient to cover any tax
21
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or other governmental charge that may be imposed in connection
with the transfer or exchange of such Certificate. Any fee or
charge of the Paying Agent/Registrar for such transfer or
` exchange shall be paid by the County.
Neither the County nor the Paying Agent/Registrar shall be
required (i) to issue, transfer, or exchange any Certificate
during any period beginning at the opening of business 30 days
before the day of the first mailing of a notice of redemption of
Certificates and ending on the close of business on the day of
such mailing, or (2) to transfer or exchange any Certificate so
selected for redemption in whole or in part when such redemption
is scheduled to occur within 30 calendar days.
Section 10. County Officers' Duties.
A. Issuance of Certificates. The County Judge shall submit
the Initial Certificates, the record of the proceedings
authorizing the issuance of the Certificates, and any and all
other necessary orders, certificates, and records to the Attorney
General of the State of Texas for his investigation. After
obtaining the approval of the Attorney General, the County Judge
shall cause the Initial Certificates to be registered by the
Comptroller of Public Accounts of the State of Texas. The
officers or acting officers of the Commissioners Court are
authorized to execute and deliver on behalf of the Commissioners
Court such certificates and instruments as may be necessary or
appropriate prior to delivery of and payment for the Certificates
to and by the Initial Purahasgr.
B. Execution of he County Judge and the County
Clerk are authorize execute the Certificate to which this
order is attached on behalf of the Commissioners Court and to do
any and all things proper and necessary to carry out the intent
thereof.
Section 11. Remedies of Owners. In addition to all rights
and remedies of any Owner of the Certificates provided by the
laws of the State of Texas, the County and the Commissioners
Court covenant and agree that in the event the County defaults in
the payment of the principal of or interest on any of the
Certificates when due, fails to make the payments required by
this Order to be made into the Interest and Sinking Fund, or
defaults in the observance or performance of any of the
covenants, conditions, or obligations set forth in this order,
the Owner of any of the Certificates shall be entitled to a writ
of mandamus issued by a court of proper jurisdiction compelling
and requiring the Commissioners Court and other officers of the
County to observe and perform any covenant, obligation, or
condition prescribed in this order. No delay or omission by any
Owner to exercise any right or power accruing to such Owner upon
default shall impair any such right or power, or shall be
construed to be a waiver of any such default or acquiescence
therein, and every such right or power may be exercised from time
22
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to time and as often as may be deemed expedient. The specific
remedies mentioned in this Order shall be available to any Owner
of any of the Certificates and shall be cumulative of all other
existing remedies.
Section 12. Additional Certificates. The County shall
hereafter have the right to issue Additional Certificates as may
hereafter be authorized.
Section 13. Lost, Stolen, Destroyed, Damaged, or Mutilated
Certificates; Destruction of Paid Certificates.
A. Replacement Certificates. In the event any outstanding
Certificate shall become lost, stolen, destroyed, damaged, or
mutilated, at the request of the Owner thereof, the County shall
cause to be executed, registered by the Paying Agent/Registrar,
and delivered a substitute Certificate of like date and tenor, in
exchange and substitution for and upon cancellation of such
mutilated or damaged Certificate, or in lieu of and substitution
for such Certificate, lost, stolen, or destroyed, subject to the
provisions of subsections B, C, D, and E of this Section 13.
B. Application and Indemnity. Application for exchange and
substitution of lost, stolen, destroyed, damaged, or mutilated
Certificates shall be made to the County. In every case the
applicant for a substitute Certificate shall furnish to the
County such deposit for fees and costs as may be required by the
County to save it and the Paying Agent/Registrar harmless from
liability. In every case of loss, theft, or destruction of a
Certificate, the applicant shall also furnish to the County
indemnity to the City's satisfaction and shall file with the
County evidence to the City's satisfaction of the loss, theft, or
destruction and of the ownership of such Certificate. In every
case of damage or mutilation of a Certificate, the applicant
shall surrender the Certificate so damaged or mutilated to the
Paying Agent/Registrar.
C. Matured Certificates. Notwithstanding the foregoing
provisions of this Section 13, in the event any such Certificate
shall have matured, and no default has occurred which is then
continuing in payment of the principal of or interest on the
Certificates, the County may authorize the payment of the same
(without surrender thereof except in the case of a damaged or
mutilated Certificate) instead of issuing a substitute
Certificate, if any, provided security or indemnity is furnished
as above provided in this Section 13.
D. Expenses of Issuance. Upon the issuance of any
substitute Certificate, the County may charge the owner of such
Certificate with all fees and costs incurred in connection
therewith. Every substitute Certificate issued pursuant to the
provisions of this Section 13 by virtue of the fact that any
Certificate is lost, stolen, destroyed, damaged, or mutilated
• shall constitute a contractual obligation of the County, whether
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or not the lost, stolen, destroyed, damaged, or mutilated
Certificate shall be found at any time, or be enforceable by
anyone, and shall be entitled to all the benefits of this Order
equally and proportionately with any and all other Certificates
duly issued under this Order.
` E. Authority to Issue Substitute Certificates. This Order
shall constitute sufficient authority for the ssuance of any
such substitute Certificate without necessity of further action
by the Commissioners Court or any other body or person, and the
issuance of such substitute Certificates is hereby authorized,
notwithstanding any other provisions of this Order.
F. Destruction of Paid Certificates. At any time subsequent
to six months after the payment thereof, the Trustee is
authorized to cancel and destroy any Certificates duly paid and
shall furnish to the County a certificate evidencing such
destruction.
Section 14. Redemption. The County reserves the right, at
its option, to redeem prior to maturity all of the Certificates,
in whole or from time to time as described in the Form of
Certificate in Section 3 hereof. Principal amounts may be
redeemed only in integral multiples of $5,000. Upon surrender of
any Certificate for redemption in part, the Paying
Agent/Registrar shall authenticate and deliver in exchange
therefor a substitute Certificate or Certificates of like
maturity and interest rate in an aggregate principal amount equal
to the unredeemed portion of the Certificate so surrendered.
Notice of any redemption identifying the Certificates to
be redeemed in whole or in part shall be given by the Paying
Agent/Registrar at least 30 days prior to the date fixed for
redemption by sending written notice by certified mail to the
owner of each Certificate to be redeemed in whole or in part at
the address shown on the Register. Such notices shall state the
redemption date, the redemption price, the amount of accrued
interest payable on the redemption date, the place at which
Certificates are to be surrendered for payment, and, if less than
all Certificates outstanding are to be redeemed, the number of
the Certificates or portions thereof to be redeemed. Any notice
given as provided in this Order shall be conclusively presumed to
have been duly given, whether or not the owner receives such
notice. By the date fixed for redemption, due provision shall be
made with the Paying Agent/Registrar for payment of the
redemption price of the Certificates or portions thereof to be
redeemed, plus accrued interest to the date fixed for redemption.
When Certificates have been called for redemption in whole or in
part and due provision has been made to redeem same as herein
provided, the Certificates or portions thereof so redeemed shall
no longer be regarded as outstanding except for the purpose of
receiving payment solely from the funds so provided for
redemption, and the rights of the Owners to collect interest
which would otherwise accrue after the redemption date on any
24
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Certificate or portion thereof called for redemption shall
terminate on the date fixed for redemption.
Section 15. Defeasance.
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A. moment of Certificates. Any Certificate shall be deemed
to be paid and shall no longer be considered to be a
"Certificate" within the meaning of this Order when payment of
the principal of and the premium, if any, on such Certificate,
plus interest thereon to the due date thereof (whether such due
date be by reason of maturity or upon redemption as provided in
this Order or otherwise) either (a) shall have been made or
caused to be made in accordance with the terms thereof or (b)
shall have been provided for by depositing with an escrow agent
(the "Escrow Agent"), for such payment, (i) money sufficient to
make such payment or (ii) Governmental obligations certified by
an independent public accounting firm of national reputation to
be of such maturities and interest payment dates and to bear such
interest as will, without further investment or reinvestment of
either the principal amount thereof or the interest earning
therefrom (likewise to be held in trust and committed, except as
hereinafter provided), be sufficient to make such payment or
(iii) a combination of money and Governmental obligations
together so certified to be sufficient, provided that all the
expenses pertaining to the Certificates with respect to which
such deposit is made shall have been paid or the payment thereof
provided for to the satisfaction of the Escrow Agent.
Notwithstanding anything herein to the contrary, no such deposit
shall have the effect described in this Section if made during
the subsistence of a default in the payment of any Certificate
unless made with respect to all of the Certificates then
outstanding. Any money and Governmental Obligations deposited
for such purpose shall be held by the Escrow Agent in a
segregated account in trust or escrow for the owners with respect
to which such deposit is made and, together with any investment
income therefrom, shall be disbursed solely to pay the principal
of and interest on such Certificates when due. No money or
Governmental Obligations so deposited shall be invested or
reinvested unless in Governmental Obligations and unless such
money and Governmental Obligations not invested and such new
investments are together certified by an independent public
accounting firm of national reputation to be of such amounts,
maturities, and interest payment dates and to bear such interest
as will, without further investment or reinvestment of either the
principal amount thereof or the interest earnings therefrom, be
sufficient to make such payment. At such times as a Certificate
shall be deemed to be paid hereunder, as aforesaid, they shall no
longer be entitled to the benefits of this order, except for the
purposes of any such payment from such money or Governmental
Obligations.
B. Notice Requirements. Notwithstanding the foregoing, no
deposit under clause (b) of the immediately preceding paragraph
shall be deemed a payment of such Certificates as aforesaid until
25
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(i) proper notice of redemption of such Certificates shall have
been previously given or (ii) the maturity of such Certificates.
Section 16. Order a Contract; Amendments. This Order shall
constitute a contract with the Owners, from time to time, of the
Certificates, binding on the County and its successors and
assigns, and shall not be amended or repealed by the County as
long as any Certificate remains outstanding except as permitted
in this Section. The County may, without the consent of or
notice to any Owners, amend, change, or modify this order as may
be required (i) by the provisions hereof, (ii) in connection with
the issuance of any Additional Certificates, (iii) for the
purpose of curing any ambiguity, inconsistency, or formal defect
or omission herein, or (iv) in connection with any other change
which is not to the prejudice of the Owners. The County may,
with the written consent of the Owners of a majority in aggregate
principal amount of Certificates then outstanding affected
thereby, amend, change, modify, or rescind any provisions of this
order; provided that without the consent of all of the Owners
affected, no such amendment, change, modification, or rescission
shall (i) extend the time or times of payment of the principal of
and interest on the Certificates, reduce the principal amount
thereof to the rate of interest thereon, or in any other way
modify the terms of payment of the principal of or interest on
Additional Certificates on a parity with the lien of the
Certificates, (ii) give any preference of any Certificate over
any other Certificate, (iii) extend any waiver of default to
subsequent defaults, or (iv) reduce the aggregate principal
amount of Certificates required for consent to any such
amendment, change, modification, or rescission. Whenever the
County shall desire to make any amendment or addition to or
rescission of this Order requiring consent of the Owners and the
Certificate Insurer, the County shall cause notice of the
amendment, addition, or rescission to be given as described above
for a notice of redemption and written notice to the Certificate
Insurer. Whenever at any time within one year after the date of
the giving of such notice, the County shall receive an instrument
or instruments in writing executed by the owners of a majority in
aggregate principal amount of the Certificates then outstanding
affected by any such amendment, addition, or rescission requiring
the consent of Owners and the Consent of the Certificate Insurer,
which instrument or instruments shall refer to the proposed
amendment, addition, or rescission described in such notice and
shall specifically consent to and approve the adoption thereof in
substantially the form of the copy thereof referred to in such
notice, thereupon, but not otherwise, the County may adopt such
amendment, addition, or rescission in substantially such form,
except as herein provided. No Owner nor the Certificate Insurer
may thereafter object to the adoption of such amendment,
addition, or rescission, or to any of the provisions thereof, and
such amendment, addition, or rescission shall be fully effective
for all purposes.
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f Section 17. Sale and Delivery of the Certificates.
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A. Sale. The sale of the Certificates to the Initial
Purchaser pursuant to a Bond Purchase Agreement submitted to the
Commissioners Court on this date, is hereby confirmed and
delivery of the Certificates to the Initial Purchaser shall be
made as soon as practicable after the adoption of this order,
upon payment therefor, in accordance with the terms of sale. The
Commissioners Court hereby finds and determines that the net
effective interest rate of the Certificates as calculated
pursuant to Article 717k-2, Vernon's Civil Statutes, as amended,
is 6.1958.
B. Legal Opinion. The Initial Purchaser's obligation to
accept delivery of the Certificates is subject to its being
furnished an opinion of McCall, Parkhurst & Horton, Attorneys,
Dallas, Texas, such opinion to be dated and delivered as of the
date of delivery and payment for the Certificates.
i
C. Registration and Delivery. Upon the registration of the
Initial Certificates, the Comptroller of Public Accounts of the
State of Texas is authorized and instructed to deliver the
Initial Certificates pursuant to the instructions of the County
Judge of the County for delivery to the Initial Purchaser or to a
depositary of the County.
Section 18. Miscellaneous Provisions.
A. Titles Not Restrictive. The titles assigned to the
various sections of this order are for convenience only and shall
not be considered restrictive of the subject matter of any
section or of any part of this order.
B. Inconsistent Provisions. All orders and resolutions, or
parts thereof, which are in conflict or inconsistent with any
provision of this order are hereby repealed and declared to be
inapplicable, and the provisions of this Order shall be and
remain controlling as to the matters prescribed herein.
C. Severability. If any word, phrase, clause, paragraph,
sentence, part, portion, or provision of this Order or the
application thereof to any person or circumstances shall be held
to be invalid, the remainder of this Order shall nevertheless be
valid and the Commissioners Court hereby declares that this order
would have been enacted without such invalid word, phrase,
clause, paragraph, sentence, part, portion, or provisions.
D. Governing Law. This Order shall be construed and
enforced in accordance with the laws of the State of Texas.
E. Open Meeting. The Commissioners Court officially finds
and determines that a case of emergency and urgent public
necessity exists because the proceeds from the sale of the
Certificates are required as soon as possible and it is without
27
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money for necessary and urgently needed public improvements which
require the holding of the meeting at which this Order is
s adopted? that such meeting was open to the public= and that
public notice of the time, place, and purpose of such meeting was
given, all as required by Article 6252-17,' Vernon's Texas Civil
Statutes, as amended.
_ 28
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BOND REGISTRAR, PAYING AGENCY,
AND TRANSFER AGENCY AGREEMENT
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BOND REGISTRAR, PAYING AGENCY,
AND TRANSFER AGENCY AGREEMENT
THIS BOND REGISTRAR, PAYING AGENCY, AND TRANSFER AGENCY
AGREEMENT (this "Agreement"), dated as of April 1, 1987, by and
between BRAZOS COUNTY, TEXAS (the "County") and MBANK DALLAS,
N.A., DALLAS, TEXAS, a bank organized and existing under the laws
of the United States, with its principal offices in Dallas, Texas
(together with any successor designated as the "Bank")1
W I T N E S S E T H:
WHEREAS, the County has authorized the issuance of "Brazos
County, Texas, Certificates of Obligation, Series 1987" (the
"Certificates") in accordance with an order adopted on March 30,
1987 (the "Order") attached hereto as Exhibit "A" and
incorporated herein for all purposes; and
WHEREAS, the County desires that the Certificates be issued
in fully registered form with privileges of transfer and exchange
as herein provided, and as authorized by Article 2368a.1,
Vernon's Texas Civil Statutes, as amended, to assure the
exemption from federal income tax of interest thereon pursuant to
Section 103 of the Internal Revenue Code; and
WHEREAS, the County has authorized the issuance of the
Certificates subject to the terms of the Order and, to provide
for registration, payment, transfer, exchange, and replacement of
the Certificates, the County has authorized the execution and
delivery of this Agreement and pledges the levy of an ad valorem
tax and revenues of the County's convention and meeting
facilities known as the Brazos Center to make the payments under
this Agreement.
NOW, THEREFORE, for and in consideration of the premises and
the mutual covenants herein contained, and subject to the
conditions herein set forth, the County and the Bank agree as
follows:
ARTICLE I. DEFINITIONS
AND OTHER PROVISIONS OF GENERAL APPLICATION
SECTION 1.01. Definitions. The terms defined in this
Article shall have the meaning set out below unless the context
requires a different meaning:
"Agreement" means this instrument as originally executed or
as it may from time to time be supplemented, modified, or
amended.
"Bank" means the entity named as the "Bank" in the first
paragraph of this instrument or a successor Bank selected in
accordance with the applicable provisions of this Agreement.
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"Certificate Insurer" means Financial Guaranty Insurance
Company or its successor in that capacity.
"Certificates" means "Brazos County, Texas, Certificates of
obligation, Series 1987."
"County" means Brazos County, Texas.
•
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"County Request" means a request signed in the name of the
County by the County Judge and the person charged with
maintaining the records of the County, which the Bank shall
assume to be a duly authorized act of the County.
"Interest Payment Date" means the Stated Maturity of an
installment of interest on any Certificate.
"Maturity" when used with respect to any Certificate means
the date on which the principal of such Certificate becomes due
and payable as therein provided, whether at the Stated Maturity
or call for redemption or otherwise.
"Order" means the "Order Authorizing the Issuance of
$4,500,00 Brazos County, Texas, Certificates of Obligation,
Series 1987; Entering into a Paying Agency/Registrar, and
Transfer Agency Agreement; and Other Matters Related thereto"
adopted by the County on March 30, 1987.
"Owner(s)" when used with respect to any Certificate means
the person in whose name such Certificate is registered in the
Certificate Register.
"Person" means any entity, individual, corporation,
partnership, joint venture, association, joint-stock company,
trust, unincorporated organization, or government or any
governmental agency or political subdivision.
"Predecessor Certificates" of any particular Certificate
means every previous Certificate evidencing all or a portion of
the same debt as that evidenced by such particular Certificate,
and, for purposes of this definition, any certificate
authenticated and delivered under Section 5.02 in lieu of a
mutilated, lost, destroyed, or stolen certificate shall be deemed
to evidence the same debt as the mutilated, lost, destroyed, or
stolen Certificate.
"Record Date" for the interest payable on an Interest
Payment Date means 15 calendar days prior to such Interest
Payment Date.
"Redemption Date" when used with respect to any Certificate
to be redeemed means the date fixed for such redemption pursuant
to the terms thereof and this Agreement.
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"Redemption Price" when used with respect to any Certificate
to be redeemed means the price at which it is to be redeemed
pursuant to terms thereof, excluding installments of interest
whose Stated Maturity is on or before the Redemption Date.
"Register" means the books of registration kept by the Bank
in which are maintained the names and addresses of, and principal
amounts of the Certificates registered to, each owner.
"Responsible Officer" when used with respect to the Bank
means the Chairman or Vice Chairman of the Board of Directors,
the Chairman or Vice Chairman of the Executive Committee of the
Board of Directors, the President, Any Vice President, any
Assistant Vice President, the Secretary, any Assistant Secretary,
the Treasurer, any Assistant Treasurer, the Cashier, any
Assistant Cashier, any Trust Officer or Assistant Trust Officer,
or any other officer of the Bank customarily performing functions
similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate
trust matter, any other officer to whom such matter is referred
to because of his knowledge of and familiarity with the
particular subject.
"Stated Maturity" when used with respect to any Certificate
or any installment of interest thereon means the date specified
in such Certificate as the fixed date on which the principal of
such Certificate or such installment of interest is due and
payable.
SECTION 1.02. Written Communication. Any request, demand,
authorization, direction, not ce, consent, waiver, or other
written communication provided or permitted by this Agreement to
be made upon, given or furnished to, or filed with
A. the County, shall be sufficient for every purpose
hereunder if in writing and mailed, first-class postage
prepaid, to the County addressed to it at Brazos County
Courthouse, 26th and Texas, Bryan, Texas 77801, Attention:
County Clerk, or at any other address previously furnished
to the Bank in writing by County Request,
B. the Bank, shall be sufficient for every purpose
hereunder if in writing and mailed, first-class postage
prepaid (and properly referred to this Agreement or the
Certificates) to the Bank addressed to it at MBank Dallas,
N.A., Mercantile Building, Dallas, Texas 75201, Attention:
Corporate Trust and Agency Group, or at any other address
previously furnished to the County in writing by the Bank,
and
C. the Certificate Insurer, shall be sufficient for
every purpose hereunder if in writing and mailed, first-
class postage prepaid, to the Certificate Insurer addressed
to it at 175 Water Street, New York, New York, 10038,
VO L P A G E__ ~ 3
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Attention: President, or at any other address previously
furnished to the County in writing by the Certificate
Insurer.
SECTION 1.03. Notice to Owners; Waiver. Where this
Agreement provides for notice to Owners of any event, such notice
shall be directed by the County and given to the Bank and shall
be sufficiently given (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid,
to each Owner, at the address of such Owner as it appears in the
Certificate Register.
d
ings. The Article and Section
SECTION 1.04. Effect of Hea
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headings herein are for convenience only and shall not affect the
construction hereof.
SECTION 1.05. Severability Clause. In case any provision
of this Agreement, the Order, or in the Certificates or any
application thereof shall be invalid, illegal, or unenforceable,
the validity, legality and enforceability of the remaining
provisions and applications of this Agreement shall in any way be
affected or impaired thereby.
SECTION 1.06. Benefits of Agreement. Nothing in this
Agreement or in the Certificates, express or implied, shall give
to any Person other that the parties hereto and their successors
hereunder, any benefit or any legal or equitable right, remedy,
or claim under this Agreement.
SECTION 1.07. Successors and Assigns. All covenants and
agreements in this Agreement by the County or the Bank shall bind
its successors and assigns.
SECTION 1.08. Governing Law. This Agreement shall be
construed in accordance with and governed by the laws of the
State of Texas.
ARTICLE II. THE CERTIFICATES
SECTION 2.01. Forms Generally. The form of the
Certificates, the Registration Certificate of the Comptroller of
Public Accounts of the State of Texas, the Certificate of
Registration, and the Assignment to be typed or printed on each
of the Certificates shall be substantially in the form set forth
in the order with such appropriate insertions, omissions,
substitutions, and other variations as are permitted or required
by the Order and this Agreement and may have such letters,
numbers, or other marks of identification and the Certificates
may have such legends and endorsements thereon (including any
reproduction of an opinion of counsel, statement of insurance, or
CUSIP number thereon) as may, consistently herewith, be
established by the Order or determined by the officers executing
such Certificates as evidenced by their execution thereof;
provided, however, that the County covenants that the
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Certificates shall not contain any provision in conflict with, or
creating an ambiguity with respect to, this Agreement.
The Certificates shall be executed on behalf of the County
as provided by applicable law and as provided by Article 717k-6,
Vernon's Texas Civil Statutes, as amended. '
At any time and from time to time after the execution and
delivery of this Agreement, the County may deliver to the Bank,
for transfer or exchange, Certificates executed by the County
certified by the Comptroller of Public Accounts of the State of
Texas, or his duly authorized agent, and accompanied by
instructions from the Owners designating the Persons, maturities,
and principal amounts to and in which such Certificates are to be
transferred, and the Bank shall thereupon, within not more than
three business days, register and deliver such Certificates as
provided herein and in such instructions.
No Certificate shall be entitled to any right or benefit
under this Agreement or the Order, or be valid or obligatory for
any purpose, unless there appears on such Certificate either
(i) a certificate of registration substantially in the form
provided in the Order, executed by the Comptroller of Public
Accounts of the State of Texas, or his duly authorized agent, by
manual signature, or (ii) a certificate of registration
substantially in the form provided in the Order, executed by the
Bank by manual signature, and either such certificate upon any
Certificate shall be conclusive evidence, and the only evidence,
that such Certificate has been duly certified or registered or
delivered.
SECTION 2.02. Cancellation. All Certificates surrendered
for payment, redemption, transfer, exchange, or replacement, if
surrendered to the Bank, shall be promptly cancelled by it and,
if surrendered to the County, shall be delivered to the Bank and,
if not already cancelled, shall be promptly cancelled by the
Bank. The County may at any time deliver to the Bank for
cancellation any Certificates previously certified or registered
and delivered which the County may have acquired in any manner
whatsoever and all Certificates so delivered shall be promptly
cancelled by the Bank. No Certificate shall be registered in
lieu of or in exchange for any Certificate cancelled as provided
by this Agreement. All cancelled Certificates held by the Bank
shall be disposed of as directed by the order. '
SECTION 2.03. Persons Deemed Owners. The County, the Bank,
the Certificate Insurer, and any officer of the County or the
Bank may treat the Person in whose name any Certificate is
registered as the owner of such Certificate for the purpose of
receiving payment of the principal (and Redemption Price) of and
interest on such Certificate and for all other purposes
whatsoever whether or not such Certificate be overdue, and, to
the extent permitted by law, none of the Certificate, the Bank
and any such officer shall be affected by notice to the contrary.
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ARTICLE III. PAYMENT OF BONDS
0
SECTION 3.01 Payment of Interest. Interest on any
Certificate which is payable on any Interest Payment Date shall
be mailed to the Owner of record as shown on the Certificate
Register as of the Record Date.
Interest on the Certificates shall be paid by the Bank by
check or draft mailed to the Owner at its, his, or her address as
it appears on the Certificate Register, or by such other
customary banking arrangements to which the Owner and the Bank
may agree, but solely from funds collected from the County for
such purpose. Principal of the Certificates shall be paid by the
Bank upon presentation and surrender of the Certificates to the
Bank by the Owner, from funds collected from the County for such
purpose.
Installments of interest on any Certificates with a Stated
Maturity on or prior to any Redemption Date shall be payable to
the Owners registered as such on the relevant Record Dates
according to the terms of such Certificates and the provisions of
the immediately preceding paragraph.
Each Certificate delivered under this Agreement upon
transfer or in exchange for or in lieu of any other Certificate
shall carry all the rights to interest accrued and unpaid, and to
accrue, which were carried by such other Certificate and each
such Certificate shall bear interest from such date so that
neither gain nor loss in interest shall result from such
transfer, exchange, or substitution.
SECTION 3.02. Payment of Principal and Redemption Price.
Principal (and the Redemption Price, if applicable) of each
Certificate shall be paid by the Bank to the Owner at the Stated
Maturity thereof, but solely from funds collected from the County
for such purpose, upon surrender of such Certificate to the Bank
for cancellation, subject to Section 4.04.
SECTION 3.03. County to Deposit Funds. The County will
duly and punctually pay the principal (and Redemption Price, if
applicable) of and interest on the Certificates in accordance
with their terms and shall deposit with the Bank, three business
days on or before each Stated Maturity of interest on
Certificates and each Stated Maturity of Certificates, money
sufficient to pay the principal (and Redemption Price, if
applicable) of and interest on the Certificates when due.
ARTICLE IV. REDEMPTION OF BONDS
•
SECTION 4.01. General Applicability of Article. If the
Certificates are redeemable before their Stated Maturity, they
shall be redeemable in accordance with their terms and (except as
otherwise provided by the order) in accordance with this Article.
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SECTION 4.02. Election to Redeem; Notice tb Bank. The
exercise by the County of its option to redeem any Certificates
shall be taken in accordance with the provisions of the order.
In case of any redemption at the election of the County of less
than all of the outstanding Certificates the County shall, at
least 45 days prior to the Redemption Date (unless a shorter
notice shall be satisfactory to the Bank), notify the Bank of
such Redemption Date and of the principal amount of Certificates
of each Stated Maturity to be redeemed, and the Redemption Price
to be paid to the Owners.
SECTION 4.03. Selection of Certificates to be Redeemed. If
less than all the outstanding Certificates with the same Stated
Maturity are to be redeemed, the particular Certificates to be
redeemed shall be selected not more than 60 days prior to the
Redemption Date from the outstanding Certificates which have not
previously been called for redemption.
SECTION 4.04. Notice of Redemption. Notice of redemption
shall be given by the Bank in the name and at the expense of the
County 30 days prior to the Redemption Date, to each Owner of
Certificates to be redeemed at the times and otherwise as
required by the Order.
All notices of redemption shall include a statement as to:
A. the Redemption Price,
B. the Redemption Date,
C. the principal amount of Certificates to be
redeemed, and, if less than all outstanding Certificates are
to be redeemed, the identification (and, in case of partial
redemption, the principal amounts) of the Certificates to be
redeemed,
D. that on the Redemption Date the Redemption Price,
.,plus accrued interest accrued thereon, of each of the
Certificates to be redeemed will become due and payable and
that the interest thereon shall cease to accrue from and
after said date, and
E. that the Certificates to be redeemed are to be
surrendered for payment of the Redemption Price, plus
interest accrued thereon, at the principal corporate trust
office of the Bank, and the address of such office.
ARTICLE IV. REGISTRATION, TRANSFER, EXCHANGE,
AND REPLACEMENT OF BONDS
SECTION 5.01. Registration, Transfer, and Exchange. The
Bank shall keep at its offices the Register in which, subject to
such reasonable regulations as the County or the Bank may
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prescribe, registration of transfers of the Certificates as
herein provided.
Upon surrender for transfer of any Certificate at the
principal corporate trust office of the Bank, the Bank shall
register in the Register and deliver, in the name of the
designated transferee or transferees, one or more new fully
registered Certificates of the same maturity, of any authorized
denominations, and of a like aggregate principal amount.
If and to the extent so provided with respect to the
Certificates, at the option of the owner, Certificates may be
exchanged for other Certificates of the same maturity, of any
authorized denominations, and of like aggregate principal amount,
upon surrender of the Certificates to be exchanged at the
principal corporate trust office of the Bank. Whenever any
Certificates are to be surrendered for exchange, the County shall
execute, and the Bank shall register and deliver, the
Certificates which the Owner of Certificates making the exchange
is entitled to receive.
L J
All Certificates issued upon any transfer or exchange of
Certificates shall be the valid obligations of the County,
evidencing the same debt, and entitled to the same benefits
hereunder and under the Order, as the Certificates surrendered
upon such transfer or exchange.
Every Certificate presented or surrendered for transfer or
exchange shall be duly endorsed (if so required by the Bank) or
be accompanied by a written instrument of transfer in form
satisfactory to the Bank, the signature on which has been
guaranteed by an officer of a federal or state bank or a member
of the National Association of Securities Dealers, Inc., in form
satisfactory to the Bank, duly executed by the Owner thereof or
his attorney duly authorized in writing.
No service charge shall be made to the Owner for any
registration, transfer, or exchange of Certificates, but the
County may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection
with any transfer or exchange of Certificates.
Neither the County nor the Bank shall be required to
transfer or exchange any Certificate during the 15-day period
prior to the giving of notice of the redemption of any
Certificates.
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The County shall, with the advice of the Bank, provide an
adequate inventory of Certificate certificates to facilitate
transfers and exchanges. The Bank covenants that it will
maintain Certificate certificates in safekeeping and will use
reasonable care in maintaining such condition in safekeeping,
which shall be not less than the care it maintains for debt
securities of other governments or corporations for which it
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securities.
The Bank as Registrar will maintain the records of the
Register in accordance with the Bank's general practices and
procedures in effect from time to time. The Bank shall not be
obligated to maintain the Register in any form other than those
which the Bank has currently available and currently utilizes at
the time; provided, however, that such form shall at all times be
adequate to provide for an accurate accounting of the entire
principal amount of Certificates maturing in each year of
maturity, and to permit the tracing of any Certificate to one of
the Initial Certificates (as such term is defined in the order).
The Register may be maintained in written form or in any
other form capable of being converted into written form within a
reasonable time.
Upon the occurrence of any event requiring payment under the
Certificate Insurance Policy, the Bank agrees to grant the
Certificate Insurer, and its designated agent, access to the
Register.
SECTION 5.02. Mutilated, Destroyed, Lost, and Stolen
Certificates. If (i) any mutilated Certificate is surrendered to
the Bank, or the County and the Bank receive evidence to their
satisfaction of the ownership of and circumstances of the
destruction, loss or theft of any Certificate, and (ii) there is
delivered to the County and the Bank such security or indemnity
as may be required by them to save each of them harmless, then in
the absence of notice to the County or the Bank that any such
destroyed, lost, or stolen Certificate has been acquired by a
bona fide purchaser, the County shall execute and upon its
request the Bank shall register and deliver, in exchange for or
in lieu of any such mutilated, destroyed, lost, or stolen
Certificate (upon surrender of such Certificate), a new
Certificate of the same series and maturity and of like tenor and
principal amount, bearing a number not contemporaneously
outstanding, all in accordance with Article 715a, Vernon's Texas
Civil Statutes, as amended.
The Bank will not issue a replacement Certificate or pay
such replacement for a lost, stolen or destroyed Certificate
unless there is delivered to the Bank such security or indemnity
as it may require (which may be the Bank's blanket bond) to save
both the Bank and the County harmless.
In case any such mutilated, destroyed, lost, or stolen
Certificate has become or is about to become due and payable, the
County in its discretion may by County Request have the Bank pay
such Certificate instead of issuing a new Certificate, all in
accordance with Article 715a, Vernon's Texas Civil Statutes, as
amended.
VOL. 9
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The Bank will not release or disclose the content of the
Register to any person other than the County, or other authorized
officer of the County pursuant to a County Request, except upon
receipt of a subpoena or court order. Upon receipt of a subpoena
or court order or any notice relating to such a subpoena or court
order or a hearing with respect thereto, the Bank will promptly
notify the County so that the County may contest or have the
opportunity to contest the subpoena or court order.
Upon the issuance of any new Certificate under this Section,
the County may require the payment of a sum sufficient to cover
any tax or other governmental charge, that may be imposed in
relating thereto and any other expenses (including the fees and
expenses of the Bank) connected therewith, and shall charge its
fees and expenses incurred in connection therewith.
SECTION 5.03. List of Owners. The Bank will provide the
County at any time requested by the County, upon payment of the
required fee, a copy of the information contained in the
Register. The County may also inspect the information in the
Register at any time the Bank is customarily open for business,
provided that reasonable time is allowed the Bank to provide an
up-to-date listing or to convert the information into written
form.
SECTION 5.04. Transaction Information to County. The Bank
will, within a reasonable time after receipt of written request
from the County, furnish the County information as to the
Certificates it has paid, Certificates it has delivered upon the
transfer or exchange of any Certificate, and Certificates it has
delivered in exchange for or in lieu of mutilated, destroyed,
' lost, or stolen Certificates.
ARTICLE VI. RIGHTS AND OBLIGATIONS OF BANK
SECTION 6.01. Certain Duties and Responsibilities.
' A. The Bank shall exercise reasonable care in the per-
formance of its duties as are set forth in this Agreement.
B. No provision of this Agreement shall be construed to
relieve the Bank from liability for its own grossly negligent
action or inaction, or its own willful misconduct.
I
C. Whether or not therein expressly so provided, every
i provision of this Agreement relating to the conduct or affecting
the liability of or affording protection to the Bank shall be
subject to the provisions of this Section.
SECTION 6.02. Certain Rights of Bank. Except as otherwise
provided in Section 6.01 hereof:
10;x' _ o c >
A. the Bank may rely and shall be
y y protected in acting
or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, coupon, or other paper or
document reasonably believed by it to be genuine and to have
been signed or presented by the proper party or parties;
B. the Bank may consult with legal counsel and the
written advice of such counsel or any opinion of counsel
shall be full and complete authorization and protection in
respect of any action taken, suffered, or omitted by the
Bank hereunder in good faith and in reliance thereon;
C. the Bank shall not be bound to make any
investigation into the facts of matters stated in any
resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond,
coupon, or other paper or document supplied by the County,
but the Bank, in its discretion, may make such further
inquiry or investigation into such facts or matters as it
may see fit.
D. the Bank may execute any of the powers hereunder or
perform any of the duties hereunder either directly or by or
through agents or attorneys.
SECTION 6.03. Not Responsible for Recitals. The recitals
contained in the Certificates, except any certificate of
registration signed by the Bank on the Certificates, shall be
taken as the statements of the County, and the Bank assumes no
responsibility for their correctness.
SECTION 6.04. May Own Certificates. The Bank, in its indi-
vidual or any other capacity, may become the Owner or pledgee of
Certificates and otherwise deal with the County with the same
rights it would have if it were not serving as paying agent,
transfer agent, bond registrar, authenticating agent, or in any
other capacity hereunder.
SECTION 6.05. Money Deposited with Bank. Money deposited
by the County with the Bank for payment of the principal (or
Redemption Price, if applicable) of or interest on any
Certificates shall be segregated from other funds of the Bank and
the County and shall be held for the benefit of the owners of
such Certificates.
All money deposited with the Bank hereunder shall be secured
in the manner and to the fullest extent required by law for the
security of funds of the County.
Any money deposited with the Bank for the payment of the
principal of or interest on any Certificate and remaining
unclaimed for three years after final maturity of the-Certificate
has become due and payable will, be paid by the Bank to the
to OL 2- qtr` ua - 11
I
County, and the owner of such Certificate shall thereafter look
only to the State of Texas for payment thereof, and all liability
of the Bank with respect to such money shall thereupon cease.
The Bank shall be under
money received by it hereunder
i the investment of such funds,
i so invested and any interest
credited to the County, unless
no liability for interest on any
unless a County official directs
in which case such funds shall be
earned thereon shall be paid or
otherwise agreed with the County.
This Agreement relates solely to money deposited for the
purposes described herein, and the parties agree that the Bank
may serve as depository for other funds of the County, act as
trustee under indentures authorizing other bond transactions, or
act in any other capacity not in conflict with its duties
hereunder.
SECTION 6.06. Compensation and Reimbursement. The County
agrees:
•
A. to pay to the Bank from time to time reasonable
compensation for all services rendered by it hereunder,
which compensation initially shall be established for the
Certificates in accordance with the schedule attached as
Exhibit "A", which is made a part hereof for all purposes;
B. except as otherwise expressly provided herein, to
reimburse the Bank upon its request for all reasonable
expenses, disbursements, and advances incurred or made by
the Bank in accordance with any provisions of this
Agreement, except to the extent covered by the compensation
established pursuant to Subsection A of this Section and
except any such expense, disbursement, or advance as may be
attributable to the gross negligence or bad faith of the
Bank; and
C. to the extent it legally may, indemnify the Bank
for, and to hold it harmless against, any loss, liability,
or expense incurred without gross negligence or bad faith on
its part, arising out of or in connection with the
administration or performance of its duties and obligations
hereunder, including the costs and expenses of defending
itself (including reasonable counsel fees and expenses)
against any claim or liability in connection with the
exercise or performance of any of its powers or duties
hereunder.
•
SECTION 6.07. Resignation and Removal. The Bank may resign
from its duties hereunder at any time by giving not less than 30
days' written notice thereof to the County.
The Bank may be removed from its duties hereunder at any
time with or without cause by action of the County designating a
successor upon not less than 30 days' written notice; provided,
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however, that no such removal shall become effective until such
successor shall have accepted the duties of the Bank hereunder by
written instrument.
Upon the effective date of such resignation or removal (or
any earlier date designated by the County in case of resignation)
the Bank shall, upon payment of all its fees, charges, and
expenses then due, transfer and deliver to, or upon the order of,
the County all funds, records, and Certificates held by it
(except any Certificates owned by the Bank as owner or pledgee)
under this Agreement.
If the Bank shall resign or be removed, the County shall
promptly appoint and engage a successor to act in the place of
the Bank hereunder, which appointment shall be effective as of
the effective date of the resignation or removal of the Bank.
Such successor shall immediately give notice of its substitution
hereunder by United States mail, first class, postage prepaid, in
the name and at the expense of the County to the Owners,
including the name of the successor to the Bank and the address
of its principal office.
SECTION 6.08. Merger, Conversion, Consolidation or
Succession. Any corporation into which the Bank may be merged or
converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion, or
consolidation to which the Bank shall be a party, or any
corporation succeeding to all or substantially all of the
corporate trust business of the Bank shall be the successor of
the Bank hereunder without the execution or filing of any paper
or any further act on the part of either of the parties hereto.
In case any Certificate shall have been registered, but not
delivered, by the Bank then in office, any successor by merger,
conversion or consolidation to such authenticating Bank may adopt
such registration and deliver the Certificate so registered with
the same effect as if such successor Bank had itself registered
such Certificates.
1
SECTION 6.09. Bank Not a Trustee. This Agreement shall not
be construed to require the Bank to enforce any remedy which any
t owner may have against the County during any default or event of
default under any agreement between any Owner and the County,
including the Order, or to act as trustee for such Owner.
SECTION 6.10. Bank Not Responsible for Certificates. The
Bank shall not be accountable for the use of any Certificates or
for the use on application of the proceeds thereof.
SECTION 6.11. Bank's Funds Not Used. No provisions of this
Agreement shall require the Bank to expend or risk its own funds
or otherwise incur any financial liability for performance of any
of its duties hereunder, or in the exercise of any of its rights
or powers, if it shall have reasonable grounds for believing that
VO ~e it 7:-11 13
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repayment of such funds or adequate indemnity satisfactory to it
against such risks or liability is not assured to it.
SECTION 6.12. Counterparts. This instrument may be
executed in any number of counterparts, each of which so executed
shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed, and their respective seals to be
hereunto affixed and attested, all as of the day and year first
above written.
BRAZOS COUNTY, TEXAS
By:
County Judge
ATTEST:
County Clerk
(COMMISSIONERS COURT SEAL)
•
MBANK DALLAS, N.A.
Dallas, Texas
By:
Title:
ATTEST:
Title:
ll
(SEAL)
14
r v ~ \PRELIMINAR IWFICIAI, STATEMENT DATED MARCH 16,1987.)--Z,_
E o b NEW ISSUE
vv~
o In the opinion of Bond Counsel, interest on the Bonds will be e%emp( from all present federal income taxes under
b , existing statutes, regulations, rulings and court decisions, except as explained under "Tax Exemption" herein.
1 { Q ~ O 1
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$4
500
000
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9
BRAZOS COUNTY, TEXAS
T
Certificates of Obligation
Series 1987
Dated: April 1, 1987 Due: December 1, as shown below
E c
! g = o The Certificates of Obligation, Series 1987 (the "Certificates") are being issued pursuant to the Constitution
! °a b x and general laws of the State of Texas, including Article 2368a.1, V.A.T.C.S„ as amended, and constitute direct
obligations of the County, payable as to principal and interest from the proceeds of an annual ad valorem tax,
n d
^ levied against all taxable property within the County, within the limits prescribed by law. The Certificates are
< < 3 additionally secured by and payable from a pledge of the revenues of the Brazos Center, a convention and
E meeting facility owned by the County.
a v
Q, N
I N Interest on the Certificates will be payable December I and June 1 of each year, commencing December 1,
o 1987. The definitive Certificates will be issued only as fully registered certificates in the denominations of $5,000
? o or any integral multiple thereof within a maturity and of like interest rate. Principal of the Certificates will be
d ~6 payable at the principal corporate trust office of the paying agent/registrar (the "Paying Agent/Registrar")
4 .2 which initially is MBank Dallas, N.A., Dallas, Texas. Interest on the Certificates will be payable to registered
o Q owners shown on the records of the Paying Agent/Registrar on the fifteenth business day of the month next
o preceding each interest payment date by check mailed on or before the interest payment date.
i a m
A W ~ The Certificates are subject to optional redemption as described herein.
`s a The pro,-ceds of the Certificates will be used to provide for the payment of contractual obligations to be
° incurred for road and bridge right-of-way acquisitions and improvements and the payment of contractual
o ° obligation, for professional services related thereto.
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v E 3 °
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Maturity
° . a =
(December 1)
Amount
Rate
E, L o 3
N
1987
$ 40,000
-315016
I
1988
200
000
:1
N
S- b
°
1989
,
210,000
4110
"
1990
220,000
:x,10
b
1991
230,000
5 10
C n
1992
240,000
C 30
E
1993
255,000
;5 ~o
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1994
270,000
5 -10
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t Dated March Z9, 1987
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1 a m `Preliminary, subject to change
IL N V ~ L I
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Maturity Schedule*
Maturity
Price
(December 1)
Amount
Rate
Price
100470
1995
$290,000
%
/
u%
100
1996
305,000
boo
D
/00
00
1C 0
1997
320,000
3 a
/
100
1998
340,000
6
IDO
1999
360,000
'60
1 D D
100
2000
380,000
61-60
/ 0 O
f00
2001
405,000
'1 00
/00
/00
2002
435,000
In- 10
IOD
t e " e The Certificates are offered when, as and if issued, subject to approval of legality by the Attorney General
ro of the State of Texas and McCall, Parkhurst & Horton, Dallas, Texas, Bond Counsel. Definitive Certificates
are expected to be available for delivery on or about April 21, 1987.
aas*,
m o N A. G. Edwards & Sons, Inc.
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ADMINISTRATION OF THE COUNTY
The officials having responsibility for the financial administration of
the County are the County Judge and four County Commissioners, who constitute
the Commissioners Court, the County Tax Assessor-Collector and the County
Treasurer, all of whom are elected officials, and the County Auditor who is
appointed by the State District Judges of the County. The governing body of
the' County is the Commissioners Court. The Commissioners Court has those
powers expressly granted to it by the legislature and powers necessarily
implied from such grants. Among other things, it approves the County budget,
determines the County tax rates, approves contracts in the name of the County,
determines whether a proposition to issue bonds should be submitted to the
voters, and appoints certain County officials.
The County Judge is the presiding official of the Commissioners Court and
is elected for a four year term by the voters of the County. Each
Commissioner represents one of the four Commissioner Precincts into which the
County is divided. Each of the four Commissioners is elected by the voters of
the respective precinct for a four year term.
Commissioners Court:
Years of Service Term Expires
R. J. Holmgreen
County Judge 9 years December 1990
Bill Cooley
Commissioner, Precinct No. 1 16 years December 1988
Walter Wilcox
Commissioner, Precinct No. 2 17 years December 1990
Billy Beard
Commissioner, Precinct No. 3 8 years December 1988
Milton Turner
Commissioner, Precinct No. 4 5 years December 1990
Other Officials:
Years of Service
Sharon Fairchild
County Auditor
5 years
Frank Boriskie
County Clerk
20 years
Buddy Winn
Tax Assessor-Collector
13 years
Sandra Walker
County Treasurer
Newly Elected
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b CONSULTANTS AND ADVISORS
Architects Jack W. Compton & Associates, Inc.
Bryan, Texas
Certified Public Accountants Durst, Wood, Milberger, Spies & Associates
Bryan, Texas
Bond Counsel McCall, Parkhurst & Horton
Dallas, Texas
USE OF INFORMATION IN OFFICIAL STATEMENT
No dealer, broker, salesman or other person has been authorized to give
any information by the County or the Underwriter, or to make any representa-
tions other than those contained in this Official Statement, and if given or
made, such other information or representations must not be relied upon as
having been authorized by the County or the Underwriter.
This Official Statement is not to be used in connection with an offer to
sell or the solicitation of an offer to buy in any state in which such offer
or solicitation is not authorized or in which the person making such offer or
solicitation is not qualified to do so or to any person to whom it is unlawful
to make such offer or solicitation.
Any information and expressions of opinion herein contained are subject
to change without notice, and neither the delivery of this Official Statement
nor any sale made hereunder shall, under any circumstances, create any
implication that there has been no change in the affairs of the County or
other matters described herein since the date hereof.
The price and other terms respecting the offering and sale of the
Certificates may be changed from time to time by the Underwriter after the
Certificates are released for sale, and the Certificates may be offered and
sold at prices other than the initial offering price, including sales to
dealers who may sell the Certificates into investment accounts. In connection
with the offering of the Certificates, the Underwriter may over-allot or
effect transactions which stabilize or maintain the market price of the
Certificates at a level above that which might otherwise prevail in the open
market. Such stabilizing, if commenced, may be discontinued at any time.
(ii)
G
:J
)F CONTENTS
Page
E
Introduction
Purpose of the Certificates of Obligation, Series 1987
Sources and Uses of Funds
Description of the Certificates
Certificateholders' Remedies
Certificate Insurance
Valuation and Debt Information
Ad Valorem Tax Rates
Assessment and Levy of Ad Valorem Taxes
Debt Service Requirements
Estimated Overlapping Outstanding Debt
Payable from Ad Valorem Taxes
Comparative General Fund Revenues,
Expenditures and Fund Balances
Unfunded Obligations of the County
Retirement Plans
No Litigation
Tax Exemption
Qualified Tax-Exempt Obligations
Legal ?tatters
Legal Investments in Texas
Underwriting
Rating
Other Matters
Economic and Demographic Characteristics of the County Appendix A
Audited Financial Statements of the County
for the Fiscal Year Ended December 31, 1985 Appendix B
Form of Bond Counsel Opinion Appendix C
Specimen of Municipal Bond Insurance Policy Appendix D
74
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OFFICIAL STATEMENT
relating to
$4,500,000
BRAZOS COUNTY, TEXAS
Certificates of Obligation,
Series 1987
INTRODUCTION
The purpose of this Official Statement is to furnish information in
connection with the issuance by Brazos County, Texas (the "County") of
$4,500,000 Certificates of Obligation, Series 1987 (the "Certificates").
The Certificates are issued pursuant to the Constitution and general laws
of the State of Texas, particularly Article 2368x.1, V.A.T.C.S, as amended,
and additionally pursuant to the Order (the "Order") passed by the
Commissioners Court of the County (the "Commissioners Court").
Certain capitalized terms used in the Official Statement have the same
meanings assigned to such terms in the Order, except as otherwise indicated
herein.
There follows in this Official Statement descriptions of the Certificates
and certain information about the County and its finances. All descriptions
of documents contained herein are only summaries and are qualified in their
entirety by reference to each such document. Copies of such documents may be
obtained from the County.
PURPOSE OF THE CERTIFICATES OF OBLIGATION, SERIES 1987
The Certificates are being issued for the purpose of providing for the
payment of contractual obligations to be incurred for road and bridge
right-of-way acquisitions and improvements and the payment of contractual
obligations for professional services related thereto.
L- 330
SOURCES AND USES OF FUNDS
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The proceeds from the sale of the Certificates will be applied
40
approximately as follows:
Sources of Funds:
Principal Amount of the Certificates $4,500,000.00
Accrued Interest 14,694.17
f
Total Available Funds $4,514,694.17
I
Use of Funds:
Deposit to Construction Account $4,350,500.00
Underwriter's Discount 80,325.00
Costs of Issuance including the
Net Insurance Premium 68,615.17
Deposit to Interest and Sinking Fund 15,254.00
Total Application of Funds $4,514,694.17
44
DESCRIPTION OF THE CERTIFICATES
Security
The Certificates will constitute direct obligations of the County and
will be issued and delivered pursuant to Article 717k, V.A.T.C.S., as amended.
The Certificates are payable from the proceeds of a separate annual ad valorem
tax, which together with taxes levied for certain other constitutional
purposes, is limited to $0.80 per $100 of assessed valuation as set forth in
•
Article VIII, Section 9 of the Constitution of Texas. In addition, the County
has pledged to the payment of the Certificates the revenues of the Brazos
Center, a convention and meeting facility owned by the County.
During each year while any of the Certificates or interest thereon are
;
outstanding and unpaid, the Commissioners Court shall compute and ascertain a
rate and amount of ad valorem tax which will be sufficient to raise and
produce the money required to pay the interest on the Certificates as such
interest comes due, and to provide and maintain a sinking fund adequate to pay
the principal of the Certificates as such principal matures. Notwithstanding
the County's pledge of the ad valorem taxes to pay debt service on the
;
Certificates, if the revenues of the operation of the Brazos Center collected
are actually on deposit or budgeted for deposit in the Interest and Sinking
Fund in advance of the time when ad valorem taxes are scheduled to be levied
for any year, then the amount of ad valorem taxes which otherwise would have
been required to be levied may be reduced to the extent and by the amount of
the revenues of the Brazos Center collected then on deposit in the Interest
and Sinking Fund or budgeted for deposit therein. The gross revenues of the
Brazos Center for the most recent four years for which audited numbers are
available have been as follows: 1982 - $86,716; 1983 - $94,167;
1984 - $118,926; and 1985 - $105
648.
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The Certificates are dated April 1, 1987, and bear interest on the unpaid
principal amount at the per annum rates shown on the Cover page hereof.
Interest on the Certificates is payable on December 1 and June 1 of each year,
commencing December 1, 1987. The Certificates mature on December 1 in the
years and in the principal amounts set forth on the cover page hereof.
Principal is payable upon presentation and surrender of the Certificates at
the principal office of the paying agent/registrar (the "Paying Agent/Regis-
trar"), initially MBank Dallas, N.A., Dallas, Texas. Interest on the
Certificates is payable by the Paying Agent/Registrar to the registered owner
at the last known address as it appears on the Paying Agent/Registrar's books
on the fifteenth business day of the month next preceding an interest payment
date (the "Record Date") by check mailed on or before each interest payment
date. The Certificates are issued only as fully registered certificates in
the denominations of $5,000 or any integral multiple thereof within a maturity
and of like interest rate.
Neither the County nor the Paying Agent/Registrar shall be required to
issue or transfer to an assignee of a registered owner of any Certificate
called for redemption, in whole or in part, within 45 days of the date fixed
for the redemption of such Certificate; provided, however, such limitation of
transfer shall not be applicable to an exchange by the owner of the unredeemed
balance of a Certificate called for redemption in part. The Paying
Agent/Registrar may require the payment of any tax or other governmental
charges required to be paid with respect to transfer or exchange.
Successor Paying Agent/Registrar
Provision is made in the Order for replacement of the Paying Agent/
Registrar by the County. Any Paying Agent/Registrar selected by the County
shall be either a bank, trust company, financial institution or other entity
duly qualified and legally authorized to act as and perform the duties of
Paying Agent/Registrar for the Certificates.
Registration, Transfer and Exchange
Registration of the Certificates may be transferred on the Registration
Books kept by the Paying Agent/Registrar only upon presentation and surrender
of such Certificate to the Paying Agent/Registrar, together with proper
written instruments of assignment, in form and with guarantee of signatures
} satisfactory to the Paying Agent/Registrar, evidencing the assignment of the
Certificate, or any portion thereof in any integral multiple of $5,000, to the
C` assignee or assignees thereof. Upon the assignment and transfer of any
l Certificate or any portion thereof, a new substitute certificate or
certificates shall be issued in conversion and exchange therefor.
Additionally, the Certificates may be converted into and exchanged for
fully registered certificates to the extent of the unredeemed principal amount
thereof, upon surrender of such certificate at the principal corporate trust
office of the Paying Agent/Registrar. If a portion of any Certificate shall
be redeemed prior to its scheduled maturity as provided herein, a substitute
3
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certificate or certificates having the same maturity date, bearing interest at
the same rate, in the denomination of any integral multiple of $5,000 at the
request of the registered owner, and in an aggregate principal amount equal to
the unredeemed portion thereof, will be issued to the registered owner upon
surrender thereof for cancellation. If any Certificate or portion thereof is
assigned and transferred or converted, each certificate issued in exchange
therefor shall have the same principal maturity date and bear interest at the
same rate as the certificate for which it is being exchanged.
The County shall pay the Paying Agent/Registrar's reasonable and
customary fees and charges for making transfers and exchanges of Certificates,
but the registered owner of any Certificate requesting such transfer or
exchange shall pay any taxes or other governmental charges required to be paid
with respect thereto.
Replacement Certificates
•
If any Certificate is mutilated, destroyed, lost or stolen, a new
Certificate in the same principal amount as the certificate so damaged,
mutilated, destroyed, lost or stolen will be issued. In the case of a
mutilated Certificate, such new certificate will be delivered only upon
surrender and cancellation of such mutilated Certificate. In the case of any
Certificate issued in lieu of and substitution for a Certificate which has
been destroyed, stolen or lost, such new certificate will be delivered only
(a) upon filing with the County and the Paying Agent/Registrar of evidence
satisfactory to establish to the County and the Paying Agent/Registrar that
such certificate has been damaged, destroyed, stolen or lost and proof of the
ownership thereof, and (b) upon furnishing the County and the Paying Agent/
Registrar with indemnity satisfactory to them. The person requesting the
authentication and delivery of a new Certificate must comply with such other
reasonable regulations as the Paying Agent/Registrar may prescribe and pay
such expenses as the Paying Agent/Registrar may incur in connection therewith.
Optional Redemption
The Certificates maturing on and after December 1, 1998, are subject to
redemption prior to maturity at the option of the County, on December 1, 1997,
or on any date thereafter, in whole or in part in principal amounts of $5,000
or any integral multiple thereof (and if within a maturity as selected by the
County), at the price of par plus accrued interest to the date fixed for
redemption.
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Notice of Redemption
Notice of any redemption identifying the Certificates to be redeemed in
whole or in part shall be given by the Paying Agent/Registrar at least 30 days
prior to the date fixed for redemption by first class mail, addressed to the
registered owner of each Certificate to be redeemed in whole or in part at the
address shown on the Registration Books. When Certificates or portions
thereof have been called for redemption, and due provision has been made to
redeem the same, the principal amounts so redeemed shall be payable solely
4
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from the funds provided for redemption, and interest which would otherwise
accrue on the amounts called for redemption shall terminate on the date fixed
for redemption.
CERTIFICATEHOLDERS' REMEDIES
The Order does not specifically provide any remedies that would be
available to a certificateholder if the County defaults in the payment of the
principal or interest on the Certificates or for the appointment of a Trustee
to protect and enforce the interests of the certificateholders upon the
occurrence of such a default. If a holder of a Certificate does not receive
payment of principal or interest when due, the holder could seek to obtain a
writ of mandamus from a court of competent jurisdiction requiring the County
to observe the covenants contained in the Order or could presumably recover a
judgment against the County The enforcement of a claim for the payment of a
Certificate could be subject to judicial discretion, sovereign police powers
of the State and the provisions of the applicable Federal bankruptcy laws.
CERTIFICATE INSURANCE
Concurrently with the issuance of the Certificates, Financial Guaranty
Insurance Company ("Financial Guaranty") will issue its Municipal Certificate
New Issue Insurance Policy for the Certificates (the "Policy"). The Policy
unconditionally guarantees the payment of that portion of the principal of and
interest on the Certificates which has become due for payment, but shall be
unpaid by reason of nonpayment by the County. Financial Guaranty will make
such payments to Citibank, N.A., or its successor as its agent (the "Fiscal
Agent"), on the later of the date on which such principal and interest is due
or on the business day next following the day on which Financial Guaranty
shall have received telephonic or telegraphic notice, subsequently confirmed
in writing, or written notice by registered or certified mail, from an owner
of Certificates or the Paying Agent of the nonpayment of such amount by the
County. The Fiscal Agent will disburse such amount due on any Certificate to
its owner upon receipt by the Fiscal Agent of evidence satisfactory to the
Fiscal Agent of the owner's right to receive payment of the principal and
interest due for payment and evidence, including any appropriate instruments
of assignment, that all of such owner's rights to payment of such principal
and interest shall be vested in Financial Guaranty. The term "nonpayment" in
respect of a Certificate includes any payment of principal or interest made to
an owner of a Certificate which has been recovered from such owner pursuant to
the United States Bankruptcy Code by a trustee in bankruptcy in accordance
with a final, nonappealable order of a court having competent jurisdiction.
The Policy is non-cancellable and the premium will be fully paid at the
time of delivery of the Certificates. The Policy covers failure to pay
principal of the Certificates on their respective stated maturity dates, and
not on any other date on which the Certificates may have been accelerated, and
covers the failure to pay an installment of interest on the stated date for
its payment.
Financial Guaranty is a wholly-owned subsidiary of FGIC Corporation (the
"Corporation"), a Delaware holding company. The following investors or
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For other tax debt of the CountY, see "Other Obligations of the County"
herein.
State law mandates a "Residential Homestead Exemption" if applied and
qualified for, for all individuals, of $5,000 from the market value of their
residential homestead. In addition, it provides that all persons 65 or older
or disabled are entitled to an additional exemption of $10,000 from the market
value of their residence homestead. A person over 65 and disabled may receive
only one $10,000 exemption, and only one such exemption may be received per
family, per residential homestead.
Such law also places into effect a freeze on taxes paid on residential
homesteads which receive the $10,000 exemption for persons 65 or older. Such
residential homesteads must be appraised and taxes calculated as on any other
property, but taxes may never exceed the amount imposed in the first year in
which the property received the $10,000 exemption. If improvements (other
than maintenance or repairs) are made to the property, the value of the
improvements can be taxed at the then current tax rate and value, and the
total amount of taxes imposed can be increased to reflect the new
improvements. The new amount of taxes would then serve as the ceiling on
taxes in the following years.
A 1981 constitutional amendment provides local governments the option of
granting homestead exemptions of up to 30% of market value through the 1987
tax year, and up to 20% of market value thereafter with a minimum exemption of
$5,000. The amendment further provides that taxes may continue to be levied
at the same rate against the value of the homestead where ad valorem taxes
have been previously pledged for the payment of debt, if cessation of the levy
would impair the obligation of the contract by which the debt was created.
AD VALOREM TAX RATES
Tax Rate Limitations:
Limited Tax Indebtedness. The Texas Constitution (Article VIII, Section
9) imposes a limit of $.80 per $100 assessed valuation for all purposes of
General Fund, Permanent Improvement Fund, Road and Bridge Fund and Jury Fund,
including debt service of bonds, warrants or certificates of obligation issued
against such funds. Administratively, the Attorney General of Texas will not
approve limited tax indebtedness in an amount which produces debt service
requirements exceeding that which can be paid from $0.40, at a 90% collection
rate, of the foregoing $0.80 maximum tax rate.
Unlimited Tax Indebtedness. The Texas Constitution (Article III, Section
52) authorizes a tax unlimited as to rate or amount; however, total debt
cannot exceed 25 of assessed valuation. The tax provided by this
constitutional authorization may be used for the construction, maintenance and
operation of macadamized, graveled, or paved roads and turnpikes, or in aid
thereof.
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Road Maintenance. Pursuant to Article 6702-1, V.A.T.C.S., $0.15 per $100
value of property is assessed for road maintenance; no part of which may be
used for debt service.
Farm-to-Market and/or Flood Control. Pursuant tq Article 6702-1,
V.A.T.C.S., a $0.30 per $100 tax on valuation after exemption of homesteads up
to $3,000 may be levied for the construction and maintenance of farm-to-market
and lateral roads or for flood control purposes; there is no allocation
prescribed by statute between debt service and maintenance for this purpose.
Although all of the above taxes are legally available to the County for
the stated purposes, the County levies only the tax authorized by Article
VIII, Section 9 of the Texas Constitution and the $0.30 per $100 of valuation
tax authorized by Article 6702-1, V.A.T.C.S.
ASSESSMENT AND LEVY OF AD VALOREM TAXES
The levy and collection of taxes by the County is governed by the
Property Tax Code (codified in the Texas Tax Code) enacted by the legislature
in 1979 A general summary of certain provisions contained in the Property
Tax Code is as follows: (i) a State Property Tax Board is created, to
establish minimum standards for the administration and operation of appraisal
districts, train and educate appraisers, prepare and distribute appraisal
manuals, tax forms, etc., provide professional and technical assistance and
centrally appraise for taxation certain kinds of property; (ii) Appraisal
Districts within each county of the State are established, and are responsible
for appraising property for ad valorem tax purposes of the State and each
taxing unit that imposes ad valorem taxes on property in the county; (iii) all
taxable property is required to be appraised at its market value as of January
1 in each year (using generally accepted appraisal techniques); (iv)
assessment of all property is required to be on the basis of 100' of its
appraised value and assessment ratios are prohibited; (v) target dates and
procedures to be followed are prescribed for the preparation of appraisal
rolls, calculation of tax rates to be imposed, the adoption of tax rates, and
the collection of taxes; (vi) the establishment of procedures for giving
notice and holding public hearings when a taxing unit increases its effective
tax rate (calculated in the manner prescribed) and provision for an election
to limit an increase in such tax rate to no more than 8% above the tax rate
imposed for the previous year; and (vii) all property within the Appraisal
District to be reappraised at least once every four years.
i
The electorate of the State has approved constitutional amendments with
accompanying legislation affording tax relief to property owners, as follows:
(i) agricultural land and timber land to be appraised for purposes of taxation
on the basis of its productive capacity; (ii) extension of certain optional
tax exemptions on homesteads of elderly persons to include certain disabled
persons and the measure of such exemptions changed to be based on market value
rather than assessed value; (iii) exemption of household goods and personal
effects not held or used for the production of income; (iv) taxation of
intangible property permitted; (v) exemption of all or part of the personal
property homestead of a family or a single adult; (vi) subject to exceptions
f prescribed by general law, notices are to be given and public hearings are to
be held when a taxing unit increases the total amount of property taxes
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imposed; and (vii) the governing body of a political subdivision may exempt
homesteads up to 30; of market value in 1987 and not to exceed 20` thereof in
1988 and thereafter with a minimum exemption of $5,000.
The Property Tax Code further provides for the imposition of penalties
for the collection of delinquent taxes and for the alternative of hiring a tax
collection attorney whose fees are paid out of collected delinquent tax
revenues. The County has contracted with an attorney to collect delinquent
taxes, and a 15°a penalty is imposed on taxpayers who are delinquent in the
payment of taxes to defray the cost of the attorney if his services are
required to collect the taxes.
Charges for penalty and interest on the unpaid balance of delinquent
taxes are as follows:
Month
Penalty
Interest(a)
Total
February
6°,
10;
7%
March
7%
2°,
9%
April
8°O
3°;
11°0
May
9°Q
4%
Y1.1
June
10°,
4%
15°r0
July
27°,(b)
6%
33%(b)
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(a) Interest continues to accrue after July 1 at the rate of 1% per month
until paid.
(b) Includes 15% assessed after July 1 to defray attorney expenses.
The Property Tax Code as Applied to the County
1. The County uses the tax rolls provided by the Brazos County
Appraisal District.
2. The County does not tax personal automobiles.
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3. The County does not levy its Interest and Sinking Fund tax rate
against the value of residential homesteads exempted from ad valorem taxes.
4. The Commissioners Court has not granted the 301/; market value
homestead exemption permitted by a constitutional amendment passed by the
electorate in 1981. The Commissioners Court has granted a local option
homestead exemption of a maximum of $50,000 for taxpayers who are over 65
years of age or disabled.
5. The Commissioners Court has approved a resolution initiating an
additional 15% penalty to defray attorney costs in the collection of
delinquent taxes over and above the penalty automatically assessed under the
Property Tax Code (see "Assessment and Levy of Ad Valorem Taxes" herein).
6. If the actual tax rate for the current year exceeds the effective
tax rare for the current year by more than 8;, the qualified voters of the
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County may petition for an election to determine whether to limit the increase
of the tax rate to no more than 8 for the following tax required to hold g year. The County is
public hearings to permit voter discussion should the actual
Ii{ tax rate be more than 3% above the effective tax rate. The effective tax rate
{((I is the rate which will produce the same amount of operating revenue that the
County levied last year on the same property being taxed for both years, plus
additional revenue to meet debt service requirements for the new veer.
k' 7. Property within the County is assessed as of January 1 of each year;
i~ taxes become due October 1 of the same year, and become delinquent on
' February 1 of the following year. Split payments are allowed as follows:
first half due November 30, second half due June 30. Discounts for early
payment of taxes are not allowed by the County.
Authorized But Unissued Tax Bonds
At an election on December 5, 1953 the County authorized the issuance of
$800,000 in Bonds for the construction of a courthouse and a jail. The County
has issued $790,000 of said amount. The County has no plans to use the
additional $10,000 authorized debt.
Assessed Valuation, Tax Rate and Collection Rate
i The following table shows the assessed valuation, tax rate subject to the
constitutional tax limitation, the distribution of the General Fund tax rate
between Operations and Maintenance and Debt Service, the Road Tax Debt Service
and current and total collection rates for each of the tax years 1980 through
1986:
General Fund Taxes
For
Road
Operations
For
Tax
Total
Tax
Tax
and Main-
Debt
Debt
County
; Collections
Year
Rate
tenance
Service
Service
Tax Levy
Current
Total
1980
0.3700
N/A
N/A
N/A
N/A
94.11
99.44
1981
0.3900
0.3400
0.0500
0.0100
4,140,767
94.91
98.84
1982
0.2650
0.1900
0.0750
0.0050
5,850,526
91.25
94.56
1983
0.3075
0.2550
0.0525
0.0025
8,339,084
91.42
94.03
1984
0.3271
0.2771
0.0500
0.0025
9,157,497
93.00
94.03
1985
0.3232
0.2835
0.0397
0.0021
9,980,613
94.00
101.27
1986
0.3669
0.3287
0.0382
0.0020
11,584,272
80.49(1)83.25(1)
(1) Partial year collections only; through January 31, 1987.
N/A: Not available.
SOURCE: For tax years 1980 through 1985 the Texas Municipal Report for Brazos
County, dated February 6, 1986, published by the Municipal Advisory Council of
Texas. For tax years 1985 and 1986, County records.
'i
• 11
1
►tedness Ratios
/ The table below shows the County's indebtedness outstanding to assessed
valuation and indebtedness outstanding per capita as of December 31 for the
years 1976 through 1986:
t
5
II
i
G
I+
•~1j k 1
lk I •
• d
!
Ratio
of Net
Net
Bonded
Bonded
Gross
Less Debt
Net
Debt To
Debt
Fiscal
Popula-
Assessed
Bonded
Service
Bonded
Assessed
Per
Year
tion
Valuation(2)
Debt(l)
Funds
Debt
Value
Capita
1976
97,821
$ 93,000,000
$ 870,000
$242,315
$ 627,685
.670;
$ 6.42
1977
102,103
126,000,000
85,000
147,380
677,620
.54
6.64
1978
104,800
138,270,764
690,000
123,728
566,272
.41
5.40
1979
106,900
166,265,037
645,000
117,363
527,637
.32
4.94
1980
93,487(3)
1,007,464,559
1,595,000
143,167
1,451,833
.14
15.53
1981
93,267
1,090,081,086
10,691,112
594,007
10,097,105
.93
108.26
1982
103,181(4)
2,166,861,712
10,569,564
184,941
10,384,623
.48
100.64
1983
108,340(4)
2,709,648.141
10,230,000
445,478
9,784,522
.36
90.31
1984
122,370(4)
2,777,828,673
10,025,000
600,316
9,424,684
.34
77.02
1985
124,370(4)
3,097,426,892
10,025,000
507,285
9,517,715
.31
76.53
1986
124,370(4)
3,139,513,114
13,280,000
(6)
13,280,000
.42
106.78
•
(1) All long-term general obligation debt; for fiscal year 1986 includes the
Certificates.
(2) 1976-1980 Industrial Economics Research Division, Texas ABM University.
(3) 1980 Federal Census.
(4) As estimated by U.S. Department of Commerce.
(5) All long term debt as of April 15, 1987; includes the Certificates.
(6) For purposes of presentation, assumes no debt service funds on hand.
12
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DEBT SERVICE REQUIREMENTS
The following table sets forth the annual debt service requirements on
the County's outstanding ad valorem tax debt, including the Certificates.
N
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Year
Road and
1985
Ending
Flood Control
Refunding
The Certificates
Grand
12/31
Bonds(1)
Bonds(1)
Principal
Interest
Total
Totals
1987
$ 67,655
$1,068,230
$ 40,000
$ 176,330
$ 216,330
$1,352,215
1988
65,478
1,131,170
200,000
262,995
462,995
1,659,643
1989
63,298
1,080,170
210,000
254,495
464,495
1,607,963
1990
56,045
1,202,830
220,000
244,625
464,625
1,723,500
1991
53,720
1,226,117
230,000
233,845
463,845
1,743,682
1992
56,279
1,175,230
240,000
222,115
462,115
1,693,624
1993
1,122,618
255,000
209,395
464,395
1,587,013
1994
1,169,080
270,000
195,370
465,370
1,634,450
1995
1,109,480
290,000
179,980
469,980
1,579,460
1996
1,100,560
305,000
163,015
468,015
1,568,575
1997
1,176,302
320,000
144,715
464,715
1,641,017
1998
1,099,090
340,000
125,035
465,035
1,564,125
1999
360,008
360,000
103,615
463,615
823,615
2000
380,000
80,575
460,575
460,575
2001
405,000
55,875
460,875
460,875
2002
435,000
29,145
464,145,
464,145
$362,475
$14,020,885
$4,500,000
$2,681,125
$7,181,125
$21,564,477
(1) Annual principal and interest requirements.
Tax Adequacy
1986 Net Taxable Assessed Valuation
$3,139,513,114
Average Annual
Debt Service Requirements
$
1,347,780
A Tax Rate of
.0453 per $100 of 1986 Net
Assessed
Valuation,
assuming 95. collection,
produces
$
1,351,089
Maximum Annual
Debt Service Requirement,
1991
$
1,743,682
A Tax Rate of
.0585 per $100 of 1986 Net
Assessed
Valuation,
assuming 95: collection,
produces
$
1,744,784
13
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Net Assessed Valuation
Calculation
1986-1987
1985-1986
1984-1985
Appraised Value
$3,656,141,607
$3,520,822,698
$3,182,436,454
Less Exemptions
Open-Space Land
391,540,904
305,195,288
295,600,958
Homesteads
124,240,469
117,354,818
108,193,452
Veterans
847,120
845,700
813,440
Net Taxable Assessed
Valuation
$3,139,513,114
$3,097,426,892
$2,777,828,604
Property Valuations by Category
The following table shows the estimated taxable value of taxable property
in the County by categories for each of the tax roll years 1980 through 1986:
'
Tax
°e of
0, of
Total
Roll
Assessed
Personal
Assessed
Taxable
Year
Real Property
Valuation
Property
Valuation
Value
1980
1981
$ 781,951,390
827
451
253
77.6200
7
$225,513,169
22.380$
$1,007,464,559
,
,
5.91
262,629,833
24.09
1,090,081,086
1982
1,644,806,484
75.91
522,055,228
24.09
2,166,861
712
1983
1,844,453,134
68.07
865,195,007
31.93
,
2,709,648,141
1984
2,036,381,555
73.31
741,447,118
26.69
2,777,828,673
)t
, 1985
2,301,388,480
74.30
796,038,412
25.70
3,097,426,892
1986
N/A
N/A
N/A
N/A
3,139,513,114
N/A: Not available.
14 r
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` Principal Taxpayers
The following table lists
the ten taxpayers with
the largest
assessed
valuations in the County as of January 1, 1986:
of
Taxable
1986
Assessed
Assessed
Valu-
Name of Taxpayer
Nature of Business
Valuation
ation
Bryan Woodbine Operators, Inc.
Oil Leasing/Supplies
$103,844,150
2.84;
General Telephone
Telephone Utility
80,245,823
2.190
Chevron U.S.A., Inc.
Oil
37,544,665
1.030
CBL Management, Inc.
Commercial Properties
20,397,910
0.56°;
Westinghouse Electric Corp.
Defense Contracts
18,598,890
0.510
College Station Hotel Partnershi
p Hotel
14,492,062
0.40;
N.L. Industries - Atlas Bradford
Oil Equipment
14,072,950
0.38°e
Western Gulf Savings & Loan
Savings & Loan
14,028,570
0.38;
Lamar Savings Association
Savings & Loan
12,808,204
0.35;
Inexco Oil
Oil
11,530,410
0.320
$327,563,634
8.96%
ESTIMATED OVERLAPPING OUTSTANDING DEBT PAYABLE
FROM AD
VALOREM TAX
ES
~
(As of
March 1, 1987)
Ij
Bond Debt
Estimated %
Overlapping
~
I'
Taxing Jurisdiction
Outstanding
Applicable
Bond Debt
{
Brazos County
$13,385,000
100.0001,
$13,385,000
Brazos County Farm-to-Market
000
260
and Lateral Road & Flood Control
260,000
100.00%
,
Brazos County Water Control &
0
00
'
Improvement District #1
81,000
100.00
;
81,0
City of Bryan
31,326,351
100.00°;
31,326,351
Bryan Independent School District
7,260,000
99.470
7,221,522
City of College Station
24,125,000
100.00%
24,125,000
College Station Independent
f
School District
20,265,000
100.00%
20,265,000
Navasota Independent School
000
4
010
8.07%
323.607
District
,
,
T 1 Di ct and Overlapping Debt
$96,987,480
eta re
L'
Ratio of Total Direct and Overlapping
Debt to Taxable Assessed Valuation 3.09p
Per Capita Total Direct and Overlapping Debt $ 780
t~
15
I p
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ir.
•
COMPARATIVE GENERAL FUND REVENUES,
EXPENDITURES AND FUND BALANCES
'a
k
1
1
i
The following tables reflect the comparative General Fund revenues,
expenditures and changes in the fund balance of the County for the fiscal
years 1983 through 1985 (the three most recent years for which audited numbers
are available):
•
1.
Fiscal
Years Ended December 31
1985
1984
1983
Revenues
Taxes
$6,611,997
$5,632,468
$3,083,624
Licenses and Permits
31,934
38,600
28,973
Intergovernmental
203,584
231,272
205,434
Fines and Fees
1,707,461
1,958,852
1,899,092
Interest
425,851
320,506
127,975
Miscellaneous
40,871
74,644
16,734
Total Revenues
$9,021,698
$8,256,342
$5,361,832
Expenditures
Administration
$1,133,211
$1,074,378
$ 870,745
Judicial
1,208,525
1,063,029
925,137
Legal
273,887
161,254
111,373
Financial Administration
1,597,669
1,552,271
1,148,181
Building and Yards
588,912
501,719
407,417
Public Safety
2,570,115
1,920,427
1,576,529
Health and Welfare
130,999
112,681
74,823
Libraries and the Arts
272,956
253,917
234,220
Conservation and
Agriculture
80,726
77,779
72,588
Adult Probation
6,662
8,777
6,418
Total Expenditures
$7,863,662
$6,726,232
$5,427,431
Other Financing
Sources (Uses)
$ -0-
$ 39,520
$ -0-
Excess (Deficiency)
of Revenues and Other
Sources Over Expenditures
$1,158,036
$1,569,630
($65,599)
Adjustment from Prior Years
$ -0-
($152,617)(1)
$ -0-
Beginning Balance,
January 1
$ 889,354
($527,657)
($462,058)
Ending Balance,
December 31
$2,047,390
$ 889,356
($527,657)(2)
(1) The adjustment includes $119,338 of accru
ed payroll at end
of year which
was omitted from books
and $52,843 of
revenue reported
in 1983 which
'
should have been reported
in 1984.
q
(2) The deficit balance in the General Fund
for 1983 arose b
ecause of the
J
a
application of Generally
Accepted Accoun
ting Principles to
the financial
'A
reporting for recognizing tax revenues.
Previously, the
County recog-
nized tax revenues as
cash was collected. The County now recognizes
property taxes collected
in advance of the year for which they are levied
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as deferred revenue and are recognized as revenue in the year for which
they are levied.
UNFUNDED OBLIGATIONS OF THE COUNTY
The County has entered into a lease purchase agreement for land that it
is presently using for courthouse complex purposes. The principal and
interest balance under the lease agreement was $45,986 as of January 1, 1987.
The lease payment is made monthly and the lease terminates in 1990. The
County has also entered into a lease purchase agreement for land that it is
using as a landfill site. The outstanding amount of this obligation at
January 1, 1988 was $72,739. Lease payments for the landfill site are made
annually through 1994. The County is lease-purchasing computer equipment and
will make a final payment of $8,090 in 1988 under this lease.
RETIREMENT PLANS
Generally, all officials and full-time employees of Brazos County are
members of the Texas County and District Retirement System ("TCDRS"). To
qualify for membership in the plan, a new employee must have completed one
full month of service. The members and the County each contribute an amount
equal to 7% of the member's earnings deposited on a monthly basis as required
by the plan. Expenditures by the County during the years 1984 and 1985 for
its share of contributions to the plan amounted to $312,431 and $365,390,
respectively. The actuarial valuation for the County as of December 31, 1985
(the most recent valuation date) lists $3,841,654 as the value of assets held
by TCDRS with unfunded accrued liabilities of $351,830.
NO LITIGATION
There is various litigation in which the County is a party which arises
from the ordinary conduct of the affairs of the County. Such litigation is
not considered by the County as having any material adverse effect on its
ability to levy and collect property taxes in order to fund daily operations
and meet interest and sinking fund requirements on the Certificates offered
hereby.
TAX EXEMPTION
In the opinion of tIcCall, Parkhurst & Horton, Dallas, Texas, Bond
Counsel, under existing statutes, regulations, published rulings and court
decisions, interest on the Certificates is excludable from the gross income of
the owners of the Certificates for federal income tax purposes. In expressing
their opinion that interest on the Certificates is excludable from the gross
income of the owners of the Certificates, Bond Counsel will rely on the
County's no-arbitrage certificate, and will assume compliance by the County
with certain covenants of the County with respect to the use and investment of
the proceeds of the Certificates. Failure by the County to comply with these
covenants may cause the interest on the Certificates to become includable in
gross income retroactively to the date of issuance of the Certificates.
17
VOL 7-
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A portion of the interest on the Certificates will be included as an
adjustment for book income or adjusted earnings and profits to calculate
alternative minimum taxable income for purposes of determining the alternative
minimum tax imposed on corporations by section 55 of the Internal Revenue Code
of 1986 (the "Code"), and for purposes of the environmental tax imposed on
corporations by section 59A of the Code. In addition, certain foreign
corporations doing business in the United States may be subject to the new
"branch profits tax" on their effectively-connected earnings and profits
including tax-exempt interest such as interest on the Certificates.
Furthermore, in the case of a Subchapter S corporation, `interest on the Bonds
is treated as "passive investment income" which is subject to the tax imposed
by section 1375 of the Code.
The Code includes as an individual and corporate alternative minimum tax
preference item, the interest on certain "private activity bonds" issued after
August 7, 1986. In the opinion of Bond Counsel, the Certificates are not
private activity bonds" and the interest on the Certificates is not an
II
alternative minimum tax preference item.
Except as stated above with respect to the exclusion of the interest on
!
the Certificates from gross income, Bond Counsel expresses no opinion as to
N!
any other federal income tax consequences of acquiring, carrying, owning or
disposing of the Certificates.
N
i~
The law upon which Bond Counsel have based their opinion is subject to
change by the Congress and the Department of the Treasur
and t
b
!
y
o su
sequent
1~
judicial and administrative interpretation. There can be no assurance that
1~~!
such law or the interpretation thereof will not be changed in a manner which
would adversely effect the tax treatment of ownership of the Certificates.
+(1~
Prospective purchasers of the Certificates should be aware that the
~I
ownership of tax-exempt obligations may result in collateral federal income
~i
tax consequences to financial institutions, property and casualty insurance
companies, individual recipients of Social Security or Railroad Retirement
benefits and taxpayers who may be deemed to have incurred or continued
indebtedness to purchase or carry tax-exempt obligations. Prospective
+
purchasers falling within any of these categories should consult their own tax
'
advisors as to the applicability of these consequences.
~11
'f~►
QUALIFIED TAX-EXEMPT OBLIGATIONS
Section 265 of the Code provides, in general, that interest expense
incurred to acquire or carry tax-exempt obligations is not deductible from the
gross income of the holder. For certain holders that are "financial
institutions" within the meaning of such section, complete disallowance of
such expense would apply to taxable years beginning after December 31, 1986,
with respect to tax-exempt obligations acquired after August 7, 1986. Section
1
265(b) of the Code provides an exception to this rule for interest expense
incurred by financial institutions to carry tax-exempt obligations (other than
private activity bonds) which are designated by an issuer as "qualified
tax-exempt obligations". An issuer may only designate an issue as an issue of
"
r
qualified tax-exempt obligations" where less than $10 million of tax-exempt
i
18
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obligations are issued by the issuer during the calendar year in which the
issue so designated is issued.
The County expects to designate the Certificates as "qualified tax-exempt
obligations." Furthermore, the County will represent that it has or will take
such action as is necessary for the Certificates to constitute "qualified
tax-exempt certificates." Accordingly, it is anticipated that financial
institutions that purchase the Certificates will not be subject to the 100
percent disallowance of interest expense under section 265 of the Code.
However, such purchasers would be subject to the 20 percent interest
disallowance rule applicable under prior law.
LEGAL MATTERS
Legal matters incident to the authorization, issuance and sale of the
Certificates are subject to the unqualified approval of the Attorney General
of the State of Texas and the opinion of McCall, Parkhurst & Horton, Bond
Counsel, whose opinion will be printed on the Certificates. The legal fees to
be paid to McCall, Parkhurst & Horton in connection with the issuance of the
Certificates are contingent on the sale and delivery of the Certificates.
LEGAL INVESTMENTS IN TEXAS
1
Article 717k-6, Section 9, Vernon's Texas Civil Statutes provides that
obligations such as the Certificates are legal and authorized investments for
banks, savings banks, trust companies, building and loan associations, savings
and loan associations, insurance companies, fiduciaries and trustees, and for
the sinking funds of cities, towns, villages, school districts and other
political subdivions or public agencies of the State of Texas. The
Certificates are also eligible to secure deposits of any public fund of the
State or any political subdivision or public agency of the State, and are
lawful and sufficient security for the deposits to the extent of their market
value. No review has been made of the laws of states other than Texas to
determine whether the Certificates are legal investments for various
institutions in those states.
UNDERWRITING
The Underwriter, A.G. Edwards & Sons, Inc., has agreed, subject to
certain conditions, to purchase the Certificates from the County at an
aggregate discount of $ from the initial offering price of the
Certificates set forth on the cover of this Official Statement. The
Underwriter's obligations are subject to certain conditions precedent, and the
Underwriter will be obligated to purchase all of the Certificates if any
Certificates are purchased. The Certificates may be offered and sold to
certain dealers and others at prices lower than such public offering prices,
and such public prices may be changed, from time to time by the Underwriter.
19
•
RATING
Moody's Investors Service ("Moody's") has assigned to the Certificates a
rating of "Aaa" on the basis of the issuance of a municipal bond insurance
policy by Financial Guaranty. Such rating reflects only the views of Moody's
and an explanation of the significance of such rating may be obtained from
Moody's. There is no assurance that such rating will continue for any given
period of time or that it will not be revised downward or withdrawn entirely
by Moody's, if in the judgment of such company, circumstances so warrant. Any
such downward revision or withdrawal of such rating may have an adverse effect
on the market price of the Certificates. No application for contract ratings
on the Certificates was made to Standard & Poor's Corporation.
OTHER MATTERS
0
All information contained in this Official Statement is subject, in all
respects, to the complete body of information contained in the original
sources thereof and no guaranty, warranty or other representation is made
concerning the accuracy or completeness of the information herein. In
particular, no opinion or representation is rendered as to whether any
projection will approximate actual results, and all opinions, estimates and
assumptions, whether or not expressly identified as such, should not be
considered statements of fact.
THIS OFFICIAL STATEMENT was approved, and the execution and delivery of
this Official Statement authorized, by the County on March , 1987.
BRAZOS COUNTY, TEXAS
ATTEST:
/s/ Frank Boriskie
1 Frank Boriskie, County Clerk
I~
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it
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/s/ R.J. Holmgreen
R.J. Holmgreen, County Judge
20
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APPENDIX A
ECONOMIC AND DEMOGRAPHIC CHARACTER ISTIr-S OF BRAZOS COUNTY
Brazos County is an east-central Texas County comprising the Bryan-
College Station PIetropolitan Statistical Area. The economy is based on
agriculture, manufacturing and Texas A0 University.
The present County lines were established in 1841 by the Congress of the
Republic of Texas. The County was officially named Brazos County in 1842, and
Boonville, three miles east of Bryan, was named the county seat. In October,
1866, the county seat was moved to Bryan. On November 29, 1871, the Texas
Legislature passed an act providing for the incorporation of the town. In
April, 1871, the Texas State Legislature provided for the establishment of The
Agriculture and PIechanical College of Texas on land donated by the citizens of
Brazos County. The college opened its doors on October 4, 1876, and it has
been known as Texas AW1 University since 1963. The town developing around the
university was incorporated as the City of College Station in 1938. Today,
the two cities have a mutual city limit line, and are considered together as a
Standard Ptetropolitan Statistical Area.
The following tables and statistical information are set forth in order
to present a description of the economics and demographics of Brazos County
and the Bryan-College Station PISA.
POPULATION OF BRAZOS COUNTY, BRYAN AND COLLEGE STATION
1950 - 1985
f~
t
1
i
i
t
Brazos
County
College
Station
Bryan
Percent
Percent
Percent
Year
Population
Change
Population
Change
Population
Change
1950
38,390
42.3
7,925
262.9
18,102
52.9
1960
44,895
16.9
11,396
43.8
27,542
52.1
1970
57,978
29.1
17,676
55.1
33,719
22.4
1980
93,588
61.4
37,272
110.9
44,337
31.5
1982
118,832
105.0(1)
50,584
186.2(1)
57,434
70.3(1)
1983
122,280
110.9(1)
52,144
195.0(1)
58,846
74.5(1)
1984
122,370
111.1(1)
52,070
194.6(1)
57,824
71.5(1)
1985
124,370
114.5(1)
52,546
197.3(1)
58,783
74.3(1)
(1) Percent change above 1970 figure.
SOURCE: 1950-1980 figures: U.S. Department of Commerce, Bureau of the
Census; 1982-1985 figures: Texas State Department of Highways and
Public Transportation.
A-1
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TOTAL VALUE OF BUILDING PERMITS, TOTAL PERMITS ISSUED,
NUMBER OF NEW RESIDENTIAL AND NEW COMMERCIAL BUILDINGS ERECTED
FOR BRYAN AND COLLEGE STATION, TEXAS, 1978-1985
(EXCLUSIVE OF TEXAS ALM UNIVERSITY AND
BRAZOS COUNTY INDUSTRIAL PARK)
{
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R, 7
1
Value of
Total
New Residential
New Commercial
Building
Permits
Number
Number
City
Permits
Issued
Erected
Value
Erected
Value
1978
Bryan
$ 29,652,877
1,144
528
$15,409,228
170
$ 6,303,788
College
Station
19,150,255
527
480
8,899,612
130
7,584,960
1979
Bryan
35,385,611
970
397
18,731,333
54
8,938,604
College
Station
17,818,559
519
200
5,394,163
130
5,118,647
1980
Bryan
59,036,053
1,163
394
21,497,196
67
9,471,496
College
Station
35,405,495
597
184
8,993,254
121
8,394,531
1981
Bryan
66,127,850
1,133
593
27,743,366
67
10,881,292
College
Station
80,781,933
1,020
295
13,869,615
284
23,260,835
1982
Bryan
61,381,146
972
369
20,655,945
87
16,226,072
College
Station
104,745,482
1,206
443
22,012,417
398
28,88b,895
1983
Bryan
63,859,460
1,020
427
23,827,744
68
16,722,236
College
Station
59,392,031
924
376
18,592,157
314
28,015,083
1984
Bryan
38,429,903
694
161
9,444,028
64
13,946,378
College
Station
69,046,971
601
116
6,925,780
263
41,818,291
1985
Bryan(1)
N/A
888
453
11,000,000
435(2)
27,000,000
College
Station
N/A
434
59
3,600,000
375(2)
15,900,000
(1) Through November 1985.
(2) Includes additions and adjustments to existing properties.
N/A: Not available.
SOURCE: Bryan/College Station Chamber of Commerce.
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C NONAGRICULTURAL WAGE AND SALARY EMPLOYMENT
BRYAN-COLLEGE STATION
METROPOLITAN STATISTICAL
r.
AREA(1)
Ilf December
November
December
1986(2
1986(3)
1985(3)
TOTAL 48,400
5.1,800
50,500
Manufacturing 3,100
3,000
3,600
Mining 11000
1,000
1,300
Construction 2,200
2,200
2,800
Transportation,
Communication &
Utility 1,500
1,500
1,600
Trade 11,000
10,900
11,000
Finance, Insurance,
f Real Estate 1,700
1,700
2,100
Services & Mis-
I cellaneous 7,300
7,200
7,600
Government 20,600
t
24,300
20,500
CIVILIAN LABOR FORCE ESTIMATES
BRYAN-COLLEGE STATI
ON
METROPOLITAN STATISTICAL
AREA(4)
December
November
December
1986(2)
1986(3)
1985(3)
1
Total Civilian
Labor Force 56,600
60,000
57,200
Total Unemployment 3,500
3,700
2,700
Percent Unemployed 6.20'
6.2b
4.7q
4 Total Employment 53,100
56,300
54,500
(1) Estimates prepared by Texas Employment Commission in cooperati
on with the
Bureau of Labor Statistics, U.S. Department of Labor.
(2) Preliminary numbers; subject to revision.
(3) Revised numbers.
(4) Estimates shown are not seasonally adjusted.
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MAJOR EMPLOYERS
100 EMPLOYEES OR MORE
BRYAN/COLLEGE STATION, TEXAS
June 1986
Employer Number of Employees
Alenco
650-800
ARC/AMS
250-350
Babcox b Wilcox
100-250
Brazos County
345
Bryan Independent School District
1,093
Butler Building Products
50-99
City of Bryan
865
City of College Station
558
College Station Independent School District
525
The Eagle
150-225
General Telephone Company
500-600
Humana Hospital, Bryan-College Station
220
Lindsey Completion Systems
40-80
Moore Business Forms
100-200
OMC Industries
55-70
Producers Cooperative Association
50-99
Rheem Manufacturing Company
51-75
St. Joseph Hospital
525
Schnadig Corporation
100-250
State of Texas(1)
15,487
U.S. Government
783
Westinghouse
450-550
(1) Includes Texas ABM University employees.
SOURCE: Bryan/College Station Chamber of Commerce.
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BANK AND SAVINGS AND LOAN ASSOCIATION DEPOSITS
BRYAN/COLLEGE STATION, TEXAS
1978 - 1986
Year
Savings & Loan
Banks
1978
$198,259,093
$291,013,570
1979
224,600,310
332,683,000
1980
260,396,350
403,576,551(1)
1981
286,952,793
482,007,081(1)
1982
465,929,712
568,043,829(1)
1983
443,174,717
568,043,545
1984
448,990,047
652,516,005
1985
71,200,000
766,100,000
1986
83,400,000
790,800,000
(1) One new bank added.
SOURCE: 1978 through 1984, Industrial Economics Research Group, The Texas A&M
University System, College Station, Texas. 1985 and 1986, Bryan/College
Station Chamber of Commerce.
MEAN HOUSEHOLD EFFECTIVE BUYING INCOME (EBI) FOR
BRYAN AND COLLEGE STATION
1978 - 1985
ear
Bry
Mean
Household
EBI
an
Percent
Change
College
Mean
Household
EBI
Station
Percent
Change
1978
16,980
4.3
22,074
4.3
1979
18,921
11.4
24,597
11.4
1980
18,591
-1.7
24,168
-1.8
1981
21,367
14.9
27,778
14.9
1982
25,901
21.2
23,801
-14.3
1983
27,307
5.4
25,085
5.4
1984
30,814
12.8
28,440
11.3
1985
32,246
4.6
29,621
4.2
SOURCE: Sales & Marketing Management.
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ncom
e roue
1983
1984
1985
1983
1984
1985
1983
1984
1985
10,000 -
19,999
24.1
21.5
23.6
27.2
26.0
26.8
22.9
19.0
21.1
20,000 -
34,999
28.4
27.0
25.3
19.9
20.6
18.3
29.5
27.7
25.4
35,000 -
49,999
15.1
17.5
14.7
12.0
12.9
11.2
19.3
22.0
19.7
50,000 &
Over
12.1
16.6
16.4
9.6
12.9
13.1
11.8
19.1
18.9
PERCENT OF HOUSEHOLDS BY EFFECTIVE BUYING INCOME GROUP
BRYAN, COLLEGE STATION AND
THE BRYAN/COLLEGE STATION MSA
1983 - 1985 s
Bryan/College 7
Bryan College Station Station MSA t
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SOURCE: Sales & Marketing Management.
BUSINESS INDICES IN BRYAN AND COLLEGE STATION, TEXAS
Public
School
Motor
a
Average
All
Vehicle
F
Daily
Adjusted Types
Regis-
kl
Utility Connections as of December
Atten-
Postal Building
ttation
Year
Electric Telephone Water
Gas
dance
Receipts Permits
(County)
~
1978
24,917 64,754 18,363
18,393
12,701
3,575,952 48,803,132
67,044
1979
26,097(1) 69,323 18,742
19,199
12,396
4,145,868 53,204,170
56,427
1980
27,714(1) 75,642 19,643
20,255
12,558
4,520,192 94,441,548
71,672
1981
31,409(1) 48,567(2) 24,631
21,454
13,287
5,339,570 146,909,783
61,357
1982
36,058 53,394(2) 26,831
22,391
13,945
6,400,593 166,126,628
74,223
1983
36,375(3) 58,248(2) 27,926
21,781
13,591
7,517,492 123,251,491
76,681
1984
37,871 60,273(2) 29,152
22,143
13,742
8,049,487 107,476,874
76,444
.7
1985
41,073 74,438* 31,520(4)
22,149
14,704
N/A N/A
74,429
f
1986
41,013 70,080} 34,790(4)
23,955
14,815
N/A N/A
75,456
,i
SOURCE: Bryan/College Station Chamber
of Commerce.
*Customers.
y
N/A:
Not available.
(1)
College Station 1979 figures as
of end o
f 1979 f
iscal year; 1980 figure
1
as of first quarter 1981; 1981 figure as of
first qu
arter 1982.
;
(2)
Telephone connection figures for
1981 and
1982 show network access lines
in service only.
j
(3)
College Station 1983 figures as of
January
1984.
;
(4)
City of Bryan numbers are estimate
s of the
Bryan Water Department.
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Year
1972
1973
1974
1975
1976
1977
1978
1979
1980
1981
1982
1983
1984
1985
1986
PRODUCTION AND VALUE OF CRUDE OIL AND
NATURAL GAS IN BRAZOS COUNTY
1972 - 1985
Crude Oil
Barrels Value
58,808
$ 205,240
36,794
141,289
32,702
228,914
26,385
206,858
35,054
276,859
418,177
3,780,320
1,664,000
N/A
2,079,706
33,795,083
2,433,457
67,441,463
2,078,947
74,223,702
6,806,065
214,186,865
10,641,181
310,828,897
6,882,864
197,951,169
5,859,801
157,745,843
5,321,460
N/A
Natural Gas
MCF Value
8,285,088 $ 1,458,176
1,110,045 201,909
2,260,040 657,672
1,481,305 727,321
1,651,642 1,266,809
1,461,449 1,321,150
1,208,000 N/A
1,433,883 N/A
3,136,435 7,433,351(1)
6,618,340 18,832,791
9,505,273 19,847,010
15,445,468 34,752,303
11,773,794 27,079,726
11,980,852 26,118,257
13,462,161 N/A
(1) Based on July 1979 price of $2.37 m.c.f.
SOURCE: 1972-85: Texas Mid-Continent Oil & Gas Association, Austin, Texas.
1986: Texas Railroad Commission.
N/A = Not Available.
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• APPENDIX B
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FORM OF BOND COUNSEL OPINION
APPENDIX C
C-1
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$4,500,000
BRAZOS COUNTY, TEXAS
Certificates of Obligation
Series 1987
PURCHASE CONTRACT
March 30, 1987
THE HONORABLE COUNTY JUDGE AND
MEMBERS OF THE COMMISSIONERS COURT
Brazos County, Texas
County Courthouse
Bryan, Texas 77803
Dear County Judge and Members of the Commissioners Court:
The undersigned, A.G. Edwards & Sons, Inc. (the "Underwriter"), offers to
enter into this Purchase Contract with Brazos County, Texas (the "County").
This offer is made subject to the County's acceptance of this Purchase
Contract on or before 2:00 p.m., Central Standard Time on March 30, 1987.
1. Purchase and Sale of the Certificates. Upon the terms and
conditions and upon the basis of the representations set forth herein, the
Underwriter hereby agrees to purchase from the County, and the County hereby
agrees to sell and deliver to the Underwriter an aggregate of $4,500,000
principal amount of Brazos County, Texas Certificates of Obligation,
Series 1987 (the "Certificates"). The Certificates shall be dated April 1,
1987 and shall have the maturities and bear interest from their date at the
rate or rates per annum as shown on the cover page of the Official Statement
(hereinafter defined), such interest being payable on December 1, 1987, and
semiannually thereafter on June 1 and December 1 in each year. The purchase
price for the Certificates shall be $4,419,675, plus interest accrued on the
Certificates from their date to the date of the payment for and delivery of
the Certificates (the "Closing"). Exhibit A hereto is the Official Statement,
including the cover page and Appendices thereto, of the County, dated
March 30, 1987, with respect to the Certificates. The Official Statement,
including the cover page and Appendices thereto, as further amended only in
the manner hereinafter provided, is hereinafter called the "Official
Statement."
2. Order. The Certificates shall be as described in and shall be
issued and secured under the provisions of the Order adopted by the County on
March 30, 1987 (the "Order"). The Certificates shall be subject to redemption
and shall be payable as provided in the Order.
3. Public Offering. It shall be a condition of the obligation of the
County to sell and deliver the Certificates to the Underwriter, and of the
obligation of the Underwriter to purchase and accept delivery of the
Certificates, that the entire principal amount of the Certificates authorized
by the Order shall be sold and delivered by the County and accepted and paid
for by the Underwriter at the Closing. The Underwriter agrees to make a bona
fide public offering of all of the Certificates, at not in excess of the
initial public offering prices, as set forth on the cover page of the Official
Statement, plus interest accrued thereon from the date of the Certificates, if
any.
4. Security Deposit. Delivered to the County herewith is a corporate
check of A.G. Edwards & Sons, Inc. payable to the order of the County in the
amount of $45,000.00. The County agrees to hold such check uncashed until the
Closing to ensure the performance by the Underwriter of its obligations to
j purchase, accept delivery of and pay for the Certificates at the Closing.
Concurrently with the payment by the Underwriter of the purchase price of the
Certificates, the County shall return such check to A.G. Edwards & Sons, Inc.
as provided in Paragraph 7 hereof. Should the County fail to deliver the
Certificates at the Closing, or should the County be unable to satisfy the
conditions of the obligations of the Underwriter to purchase, accept delivery
of and pay for the Certificates, as set forth in this Purchase Contract (un-
less waived by the Underwriter), or should such obligations of the Underwriter
be terminated for any reason permitted by this Purchase Contract, such check
shall immediately be returned to the Underwriter. In the event the
Underwriter fails (other than for a reason permitted hereunder) to purchase,
accept delivery of and pay for the Certificates at the Closing as herein
provided, such check shall be retained by the County as and for full
liquidated damages for such failure of the Underwriter and for any defaults
hereunder on the part of the Underwriter. The Underwriter hereby agrees not
to stop or cause payment on said check to be stopped unless the County has
breached any of the terms of this Purchase Contract.
5. Official Statement. The County hereby authorizes the Order and the
Official Statement and the information therein contained to be used by the
Underwriter in connection with the public offering and sale of the
Certificates. The County confirms its consent to the use by the Underwriter
prior to the date hereof of the Preliminary Official Statement dated March 13,
1987 (the "Preliminary Official Statement") in connection with the public
offering and sale of the Certificates.
6. Representations, Warranties and Agreements of County. On the date
hereof, the County represents, warrants and agrees as follows:
(a) The County is duly organized under and pursuant to the
Constitution of the State of Texas, is a political subdivision of the
State of Texas and a body politic and corporate, and has full legal
right, power and authority to enter into this Purchase Contract, to adopt
the Order, to sell the Certificates, and to issue and deliver the
2
1
t
i
s
4
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•
•
•
Certificates to the Underwriter as provided herein and to carry out and
consummate all other transactions contemplated by the Order and this
Purchase Contract;
(b) By official action of the County prior to or concurrently with
the acceptance hereof, the County has duly adopted the Order, has duly
authorized and approved the execution and delivery of, and the
performance by the County of the obligations contained in the
Certificates and this Purchase Contract, and has duly authorized and
approved the performance by the County of its obligations contained in
the Order and in this Purchase Contract;
(c) The County is not in breach of or default under any applicable
law or administrative regulation of the State of Texas or the United
States or any applicable judgment or decree or any loan agreement, note,
resolution, agreement or other instrument, except as may be disclosed in
the Official Statement, to which the County is a party or is otherwise
subject, which would have a material and adverse effect upon the business
or financial condition of the County, and the execution and delivery of
this Purchase Contract by the County and the execution and delivery of
the Certificates and the adoption of the Order by the County and
compliance with the provisions of each thereof will not violate or
constitute a breach of or default under any existing law, administrative
regulation, judgment, decree or any agreement or other instrument to
which the County is a party or is otherwise subject;
(d) All approvals, consents and orders of any governmental
authority or agency having jurisdiction of any matter which would
constitute a condition precedent to the performance by the County of its
obligations to sell and deliver the Certificates hereunder will have been
obtained prior to the Closing;
(e) At the time of the County's acceptance hereof and at the time
of the Closing, the Official Statement does not and will not contain any
untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made,
not misleading;
(f) Between the date of this Purchase Contract and Closing, the
County will not, without the prior written consent of the Underwriter,
issue any additional certificates, bonds, notes or other obligations for
borrowed money payable in whole or in part from ad valorem taxes or the
revenues of the Brazos Center, and the County will not incur any material
liabilities, direct or contingent, nor will there be any adverse change
of a material nature in the financial position of the County;
(g) Except as described in the Official Statement, no litigation is
pending or, to the knowledge of the County, threatened in any court
affecting the corporate existence of the County, the title of its
officers to their respective offices, or seeking to restrain or enjoin
the issuance or delivery of the Certificates, the levy or the collection
of taxes, or the collection of revenues, pledged or to be pledged to pay
the principal of and interest on the Certificates, or in any way
s
4
3 T
x
r,
contesting or affecting the issuance, execution, delivery, payment,
security or validity of the Certificates, or in any way contesting or
affecting the validity or enforceability of the Order or this Purchase
Contract, or contesting the powers of the County, or any authority for
the Certificates, the Order or this Purchase Contract or contesting in
any way the completeness, accuracy or fairness of the Preliminary
Official Statement or the Official Statement;
(h) The County will cooperate with the Underwriter in arranging for
the qualification of the Certificates for sale and the determination of
their eligibility for investment under the laws of such jurisdictions as
the Underwriter designates, and will use its best efforts to continue
such qualifications in effect so long as required for distribution of the
Certificates; provided, however, that the County will not be required to
execute a general consent to service of process or to qualify to do
business in connection with any such qualification in any jurisdiction;
(i) The descriptions contained in the Official Statement of the
Certificates and the Order accurately reflect the provisions of such
instruments, and the Certificates, when validly executed, authenticated
and delivered in accordance with the Order and sold to the Underwriter as
provided herein, will be validly issued and outstanding obligations of
the County entitled to the benefits of, and subject to the limitations
contained in, the Order; and
(j) If prior to the Closing an event occurs affecting the County
which is materially adverse for the purpose for which the Official
Statement is to be used and is not disclosed in the Official Statement,
the County shall notify the Underwriter, and if in the opinion of the
County and the Underwriter such event requires a supplement or amendment
to the Official Statement, the County will supplement or amend the
Official Statement in a form and in a manner approved by the Underwriter.
7. Closing. At 10:00 A.M., Central Standard Time, on April 21, 1987
(the "Closing"), the County will deliver the initial certificate or
certificates (as defined in the Order) to the Underwriter and will have
available for immediate exchange the Certificates in definitive form, duly
executed and authenticated, together with the other documents hereinafter
mentioned, and the Underwriter will accept such delivery and pay the purchase
price of the Certificates as set forth in Paragraph 1 hereof in immediately
available funds. Concurrently with such payment by the Underwriter, the
County shall return to the Underwriter the check referred to in Paragraph 4
hereof. Delivery and payment as aforesaid shall be made at the offices of
McCall, Parkhurst & Horton, 900 Diamond Shamrock Tower, Dallas, Texas 75201,
or such other place, as shall have been mutually agreed upon by the County and
the Underwriter. The Certificates shall be printed or lithographed; shall be
prepared and delivered as fully registered certificates in the denominations
of $5,000 or any multiple thereof, shall be registered in the names as shall
be requested by the Underwriter at least five days prior to the Closing; and,
if the Underwriter shall so request, shall be made available to the
Underwriter at least one business day before the Closing for purpose of
inspection in New York, New York.
tiY L • ~ ~ G~11a v t
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it
8. Conditions. The Underwriter has entered into this Purchase Contract
in reliance upon the representations and warranties of the County contained
herein and to be contained in the documents and instruments to be delivered at
the Closing, and upon the performance by the County of its obligations
hereunder, both as of the date hereof and as of the date of Closing.
Accordingly, the Underwriter's obligations under this Purchase Contract to
purchase and pay for the Certificates shall be subject to the performance by
the County of its obligations to be performed hereunder and under such
documents and instruments at or prior to the Closing, and shall also be
subject to the following conditions:
(a) The representations and warranties of the County contained
herein shall be true, complete and correct in all material respects on
the date hereof and on and as of the date of Closing, as if made on the
date of Closing;
(b) At the time of the Closing, the Order shall be in full force
and effect, and the Order shall not have been amended, or supplemented
and the Official Statement shall not have been amended, modified or
supplemented, except as may have been agreed to by the Underwriter;
(c) At the time of the Closing, all official action of the County
related to the Order shall be in full force and effect and shall not have
been amended, modified or supplemented;
(d) The County shall not have failed to pay principal or interest
when due on any of its outstanding obligations for borrowed money;
•
(e) At or prior to the Closing, the Underwriter shall have received
each of the following documents:
(1) The Official Statement of the County executed on behalf of
the County by the County Judge and the County Clerk;
(2) The Order certified by the County Clerk under the seal of
the Commissioners Court as having been duly adopted by the County
and as being in effect, with such changes or amendments as may have
been agreed to by the Underwriter;
(3) An unqualified opinion, dated the date of Closing, of
McCall, Parkhurst & Horton in substantially the form and substance
of Appendix C to the Official Statement;
(4) An unqualified opinion or certificate, dated on or prior
to the date of Closing, of the Attorney General of Texas, approving
the Certificates as required by law;
(5) The supplemental opinion, dated the date of Closing, of
McCall, Parkhurst & Horton addressed to the County and the
Underwriter, to the effect that (A) the Certificates are exempt from
registration pursuant to the Securities Act of 1933, as amended, and
the Order is exempt from qualification as an indenture pursuant to
the Trust Indenture Act of 1939, as amended; (B) except to the
extent noted therein, said firm has not verified and is not passing
•
5
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1
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ii
rj
upon, and does not assume any responsibility for, the accuracy,
completeness or fairness of the statements contained in the Official
Statement but that said firm has reviewed the information contained
under the captions "Description of the Certificates", "Tax
Exemption", "Qualified Tax-Exempt Obligations" and "Legal
Investments in Texas" contained in the Official Statement and such
firm is of the opinion that the information relating to the
Certificates and the Order contained under such captions in all
material respects accurately and fairly reflects the provisions
thereof; and (C) nothing has come to the attention of such counsel
which would lead them to believe that the Official Statement (ex-
cluding the financial and statistical data and forecasts included
therein, all as to which no view need be expressed), as of the date
thereof, contains any untrue statement of a material fact or omits
to state a material fact necessary to make the statements therein,
in light of the circumstances under which they were made, not
misleading;
(6) A certificate, dated the date of Closing, signed by the
County Judge and the County Clerk, to the effect that (i) the
representations and w-rranties of the County contained herein are
true and correct in material respects on and as of the date of
Closing as if made on the date of Closing; (ii) except to the extent
disclosed in the Official Statement, no litigation is pending or, to
the knowledge of such persons, threatened in any court to restrain
or enjoin the issuance or delivery of the Certificates, or the levy
or collection of the taxes or revenues pledged or to be pledged to
pay the principal of and interest on the Certificates, or the pledge
thereof, or in any way contesting or affecting the validity of the
Certificates, the Order or this Purchase Contract, or contesting the
powers of the County or contesting the authorization of the
Certificates or the Order, or contesting in any way the accuracy,
completeness or fairness of the Preliminary Official Statement or
the Official Statement (but in lieu of or in conjunction with such
certificate the Underwriter may, in its sole discretion, accept
certificates or opinions of the County Attorney of the County that,
in his or her opinion, the issues raised in any such pending or
threatened litigation are without substance or that the contentions
of all plaintiffs therein are without merit); and (iii) to the best
of their knowledge, no event affecting the County has occurred since
the date of the Official Statement which should be disclosed in the
Official Statement for the purpose for which it is to be used or
which it is necessary to disclose therein in order to make the
statements and information therein not misleading in any respect;
(7) A certificate, dated the date of Closing, of the County
Treasurer of the County to the effect that there has not been any
material and adverse change in the affairs or financial condition of
the County since December 31, 1985, tho latest date as to which
audited financial information with respect to the County is
available;
(8) A certificate, dated the date of the Closing, of an
appropriate official of the County to the effect that, on the basis
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the facts, estimates and circumstances in effect on the date of
delivery of the Certificates, it is not expected that the proceeds
of the Certificates will be used in a manner that would cause the
Certificates to be "arbitrage bonds" within the meaning of Section
148 of the Internal Revenue Code of 1986;
(9) Such additional legal opinions, certificates, instruments
and other documents as Bond Counsel or the Underwriter may
reasonably request to evidence the truth, accuracy and completeness,
as of the date hereof and as of the date of Closing, of the County's
representations and warranties contained herein and of the
statements and information contained in the Official Statement and
the due performance and satisfaction by the County at or prior to
the date of Closing of all agreements then to be performed and all
conditions then to be satisfied by the County;
(10) Evidence of the rating on the Certificates shall be
delivered in a form acceptable to the Underwriter; and
(11) Evidence of receipt of an insurance policy of Financial
Guaranty Insurance Company covering the payment of the principal of
and interest on the Certificates.
E
All of the opinions, letters, certificates, instruments and other
documents mentioned above or elsewhere in this Purchase Contract shall be
deemed to be in compliance with the provisions hereof if, but only if, they
are satisfactory to the Underwriter.
If the County shall be unable to satisfy the conditions to the
obligations of the Underwriter to purchase, to accept delivery of and to pay
for the Certificates as set forth in this Purchase Contract, or if the
obligations of the Underwriter to purchase, to accept delivery of and to pay
for the Certificates shall be terminated for any reason permitted by this
Purchase Contract, this Purchase Contract shall terminate and neither the
Underwriter nor the County shall be under further obligation hereunder, except
that: (i) the check referred to in Paragraph 4 hereof shall be immediately
returned to the Underwriter by the County, and (ii) the respective obligations
of the County and the Underwriter set forth in Paragraphs 10 and 12 hereof
shall continue in full force and effect.
9. Termination. The Underwriter may terminate its obligation to
purchase at any time before the Closing if any of the following should occur:
(a) (i) Legislation shall have been enacted by the Congress of the
United States, or recommended to the Congress for passage by the
President of the United States or favorably reported for passage to
either House of the Congress by any Committee of such House, or (ii) a
decision shall have been rendered by a court established under Article
III of the Constitution of the United States or by the United States Tax
Court, or (iii) an order, ruling or regulation shall have been issued or
proposed by or on behalf of the Treasury Department of the United States
or the Internal Revenue Service or any other agency of the United States,
or (iv) a release or official statement shall have been issued by the
President of the United States or by the Treasury Department of the
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United States or by the Internal Revenue Service, the effect of which, in
any such case described in clause (i), (ii), (iii), or (iv), would be to
impose, directly or indirectly, federal income taxation upon interest
received on obligations of the general character of the Certificates or
upon income of the general character to be derived by the County, other
than any imposition of federal income taxes upon interest received on
obligations of the general character as the Certificates on the date
hereof, in such a manner as in the judgment of the Underwriter would
materially impair the marketability or materially reduce the market price
of obligations of the general character of the Certificates.
(b) Any action shall have been taken by the Securities and Exchange
Commission or by a court which would require registration of any security
under the Securities Act of 1933, as amended, or qualification of any
indenture under the Trust Indenture Act of 1939, as amended, in
connection with the public offering of the Certificates, or any action
shall have been taken by any court or by any governmental authority
suspending the use of the Preliminary Official Statement or the Official
Statement or any amendment or supplement thereto, or any proceeding for
that purpose shall have been initiated or threatened in any such court or
by any such authority.
(c) (i) The Constitution of the State of Texas shall be amended or
an amendment shall be proposed, or (ii) legislation shall oe enacted, or
(iii) a decision shall have been rendered as to matters of Texas law, or
(iv) any order, ruling or regulation shall have been issued or proposed
by or on behalf of the State of Texas by an official, agency or
department thereof, affecting the tax status of the County, its property
or income, its obligations (including the Certificates) or the interest
thereon, which in the judgment of the Underwriter would materially affect
the market price of the Certificates.
(d) (i) A general suspension of trading in securities shall have
occurred on the New York Stock Exchange, or (ii) the United States shall
have become engaged in hostilities which have resulted in the
declaration, on or after the date of this Purchase Contract, of a
national emergency or war, the effect of which, in either case described
in clause (i) and (ii), is, in the judgment of the Underwriter, so
material and adverse as to make it impracticable or inadvisable to
proceed with the public offering or the delivery of the Certificates on
the terms and in the manner contemplated in this Purchase Contract and
the Official Statement.
(e) An event described in Paragraph 6(j) hereof occurs which, in
the opinion of the Underwriter, requires a supplement or amendment to the
Official Statement.
(f) A general banking moratorium shall have been declared by
authorities of the United States, the States of New York, Missouri or
Texas.
(g) A lowering of the rating initially assigned to the Certificates
by Moody's Investors Service, Inc. shall occur prior to Closing.
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10. Expenses. (a) The Underwriter shall be under no obligation to pay,
and the County shall pay, any expenses incident to the performance of the
County's obligations hereunder, including but not limited to: (i) the cost of
the preparation, printing and distribution of the Preliminary Official
Statement and the Official Statement; (ii) the cost of the preparation and
printing of the Certificates; (iii) the fees and expenses of Bond Counsel to
the County; (iv) the fees and disbursements of the County's accountants,
advisors, and of any other experts or consultants retained by the County, (v)
the premium for the municipal bond insurance policy covering the Certificates;
and (vi) fees for bond ratings and any travel or other expenses incurred
incident thereto.
(b) The Underwriter shall pay: (i) all advertising expenses in
connection with the offering of the Certificates; (ii) the cost of the
preparation and printing of all the underwriting documents, including this
Purchase Contract and (iii) all other expenses incurred by them in connection
with their offering and distribution of the Certificates, including the fees
of its counsel.
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11. Notices. Any notice or other communication to be given to the
County under this Purchase Contract may be given by delivering the same in
writing at the address for the County set forth above, and any notice or other
communication to be given to the Underwriter under this Purchase Contract may
be given by delivering the same in writing to A.G. Edwards 6 Sons, Inc., One
North Jefferson Avenue, St. Louis, Missouri 63103, Attention: Mr. Charles
Devers.
12. Parties in Interest. This Purchase Contract is made solely for the
benefit of the County and the Underwriter (including the successors or assigns
of the Underwriter) and no other person shall acquire or have any right
hereunder or by virtue hereof. The County's representations, warranties and
agreements contained in this Purchase Contract shall remain operative and in
full force and effect, regardless of (i) any investigations made by or on
behalf of the Underwriter and (ii) delivery of any payment for the
Certificates hereunder; and the County's representations and warranties
contained in Paragraph 6 of this Purchase Contract shall remain operative and
in full force and effect, regardless of any termination of this Purchase
Contract.
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13. Effective Date. This Purchase Contract shall become effective upon
the execution of the acceptance hereof by the County Judge and shall be valid
and enforceable as of the time of such acceptance.
Very truly yours,
A.G. EDWARDS S SONS, INC.
Title:
Accepted:
This 30th day of March, 1987
By:
County Judge, Brazos County, Texas
(COMMISSIONERS COURT SEAL)
Attest:
County Clerk, Brazos County, Texas
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EXHIBIT A
OFFICIAL STATEMENT
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FAQ EXTU _11 r A
CORPORATE SERVICES
PAYING AGENT/REGISTRAR FEES
We offer comprehensive Paying Agent/Fiegistrar services for Municipalities Issuing tax exempt debt securities
Through our commitment to excellence and controlled growth philosophy, we can assure you a consistently high level of service and
responsiveness.
CLOSING AND ACCOUNT SETUP
We review the documents, work closely with the Issuer. Financial
Advisor, Underwriter, Bond Counsel, and Bond Printer to establish
the necessary records and to achieve the proper distribution at
closing. In addition, we provide facllltlea for closing and the transfer
of funds if requested
Closing (one-time fee) $500.00
Initial Certificate Issuance $1.25 per certlflats
ACCOUNT MAINTENANCE
We maintain all Issuer and Bondholder records (which Include the
name, address, tax Identification, account types, and certificate
detail) In addition, we provide timely notices of payment timely
updating of Bondholder records, Issuance of semiannual Interest
payments, response to all Issuer and Bondholder Inquiries, and
appropriate tax reporting.
Semiannual Charoe
Base Fee (includes the first 30 Accounts) 375.00
Fee for Accounts In Excess of 30 Accounts 1.00 per account
Note: Number of accounts Is based on registered names; regard-
less of the various rates or maturities a registered holder
may have for an Issue.
vP ~F41 R ~_L'~ n Z20
CERTIFICATE ISSUANCE
We provide for the safekeeping of blank and cancelled certificates.
cancellation and reregistration of certificates on a timely bans,
Immediate updating of records, legal transfers, and the replace-
ment of loot, stolen, and mutilated certifiatea
Certificate Issuance Fee $1.25 per certificate
REDEMPTIONS
We provide for the receipt and cancellation of certificates on
matured or ailed bonds, timely Issuance of checks and updating of
records, and response to Issuer and Bondholder inquiries.
Cancellation of Certificates 1.50 Per certificate
Check Issued 1.00 per check
ADDITIONAL SERVICES
Bond Calls
1. Lottery (selectlon of Bonds to be called)
2. Publication of au
3 Mailing at Call Notices to Sondholdera
Fees are based upon Wrie and protest responsibility.
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ADDITIONAL SERVICES (Continued)
MISCELLANEOUS
Bondholder List
Special Services
Printing of names, each
.03
Services not anticipated at the time of Issuance, but deemed
Minimum printing fee
$100.00
necessary ordesirable bythe cuatomerwill be subject to additional
charges based upon the services performed and responslbi,,.':as
assumed
Gummed Labels
Label preparation, each
8 .06
Out-of-Pocket Expenses
Minimum preparation fee
$100.00
The costs for professional services (such as attorneys and
accountants) postage, courier services, Insurance, stationery
telephone, travel to closing, eta will be billed at cost
Transfer Sheets
Semiannual
$200.00
Billing Period
Fees and expenses will be billed semiannually and will be includes
on the statement requesting funds for Interest and principal
List and labels can be requested in various formate such as
payment.
By State
By Zip Code
By Size
By Type (Individuals, Brokers, Nominees, etc)
By Maturity of any of the above
Aceeptft
Date.
A Mane" Car"M
Dallas
Fort Worth
P.O. Box 226416
P.O. Box 910
Dallas, Texas 76386
Fort Worth, Texas 7610
(214) 89(3$908
(817) 334.9410
Effectlve 1/1/86
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