R98-24 02-23-98RESOLUTION NO. R98-24
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PEARLAND,
TEXAS, APPROVING THE BOND ORDER OF BRAZORIA COUNTY
MUNICIPAL UTILITY DISTRICT NO. 2 AUTHORIZING THE ISSUANCE OF
$3,735,000.00 COMBINATION UNLIMITED TAX AND REVENUE
REFUNDING BONDS, SERIES 1998.
WHEREAS, the Brazoria County Municipal Utility District No. 2 (the "District")
is located within the extraterritorial jurisdiction of the City of Pearland, Texas
(the "City"); and
WHEREAS, by Resolution No. R80-5, dated January 28, 1980, the City
consented to the creation of the District, and placed certain conditions on the issuance
of bonds by the District, including the approval by the City Council of the District's
resolution authorizing the issuance of such bonds; and
WHEREAS, the City Council has considered such a bond resolution in
connection with the issuance of the District's proposed $3,735,000.00 Combination
Unlimited Tax and Revenue Refunding Bonds, Series 1998, and has found it to be
acceptable; now, therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS:
All of the matters and facts set forth in the preamble hereof are
Section 1.
true and correct.
Section 2.
The resolution of the board of directors of Brazoria County
Municipal Utility District No. 2, attached hereto and made a part hereof as Exhibit "A",
authorizing the issuance of its $3,735,000.00 Combination Unlimited Tax and
Revenue Refunding Bonds, Series 1998, is hereby approved.
RESOLUTION NO. R98-24
Section 3. The Mayor of the City of Pearland is hereby authorized to execute
all documents required to be provided to the Attorney General of Texas in connection
with the issuance of such bonds by the District.
Section 4. This Resolution shall take effect immediately from and after its
passage in accordance with the provisions of the Charter of the City of Pearland and
it is accordingly so resolved.
PASSED, APPROVED and ADOPTED this the 23rd day of February ,
A. D., 1998.
MAYOR
ATTEST:
APPR/~ED AS TO FORM:
2
dak
EXHIBIT (jai)
irt-j\i
ORDER AUTHORIZING THE ISSUANCE OF $3,735,000.00 BRAZORIA
COUNTY MUNICIPAL UTILITY DISTRICT NO. 2 COMBINATION UNLIMITED
TAX AND REVENUE REFUNDING BONDS, SERIES 1998; AUTHORIZING THE
REDEMPTION PRIOR TO MATURITY OF CERTAIN OUTSTANDING BONDS;
AUTHORIZING THE ADVANCE REFUNDING OF CERTAIN OUTSTANDING BONDS
AND THE EXECUTION AND DELIVERY OF AN ESCROW AGREEMENT AND THE
PURCHASE OF CERTAIN ESCROWED SECURITIES; AND CONTAINING OTHER
MATTERS RELATED THERETO
THE STATE OF TEXAS §
COUNTY OF BRAZORIA
WHEREAS, the bonds hereinafter authorized were duly
and favorably voted at elections held in the District on
November 3, 1981 and September 8, 1984 and;
WHEREAS, the Board of Directors of the District does
hereby determine that refunding bonds in the amount of
$3,735, 000. 00 should be issued to refund certain bonds of the
heretofore issued Unlimited Tax Refunding Bonds, Series 1992
($4, 090, 000) (the "Bonds") in advance of their maturities,
which Bonds were authorized and voted at bond elections held
in the District on November 3, 1981 and September 8, 1984; and
WHEREAS, Article 717k, Texas Civil Statutes, as
amended, provides that the district is authorized to issue
refunding bonds for the purpose of refunding the Refunded
Bonds (as hereinafter defined) in advance of their maturities,
and to accomplish such refunding by depositing directly with
a paying agent for the Refunded Bonds the proceeds of such
refunding bonds, in an amount sufficient to provide for the
payment or redemption of the Refunded Bonds, and that such
deposit, together with the payment of the fees of the Paying
Agent at closing shall constitute the making of firm banking
and financial arrangements for the discharge and final payment
or redemption of the Refunded Bonds; and
WHEREAS, the District desires to enter into an
escrow agreement with Texas Commerce Bank National
Association, Houston, Texas (the "Escrow Agent") , as
authorized in Article 717k, pursuant to which proceeds of the
refunding bonds herein authorized will be deposited, invested,
and applied in a manner sufficient to provide for the full and
timely payment of all interest on and principal of the
Refunded Bonds; and
A:\30\REFUNDIN.BC2\ORDAUTH.98 1
WHEREAS, upon the issuance of the refunding bonds
herein authorized and the creation of the escrow referred to
above, the Refunded Bonds shall no longer be regarded as being
outstanding, except for the purpose of being paid pursuant to
such Escrow Agreement, and the pledges, liens, trusts, and all
other covenants, provisions, terms and conditions of the order
authorizing the issuance of the Refunded Bonds shall be, with
respect to the Refunded Bonds, discharged, terminated, and
defeased;
BE IT ORDERED BY THE BOARD OF DIRECTORS OF BRAZORIA
COUNTY MUNICIPAL UTILITY DISTRICT NO. 2:
1. Definitions. Throughout this Order the
following terms and expressions as used herein shall have the
meanings set forth below:
"Act" means Chapters 49 and 54, Texas Water Code, as
amended.
"Board" means the Board of Directors of the
District.
"Bond" or "Bonds" means the Brazoria County
Municipal Utility District No. 2 Combination Unlimited Tax and
Revenue Refunding Bonds, Series 1998, authorized in this
Order, unless the context clearly indicates otherwise.
"Business Day" means any day which is not a
Saturday, Sunday, legal holiday, or a day on which the
Registrar is authorized by law or executive order to remain
closed.
"Code" means the Internal Revenue Code of 1986, as
amended.
"Debt Service Fund" means the interest and sinki>ing
fund established by the District pursuant to Section 18 of
this Order.
"District" means Brazoria County Municipal Utility
District No. 2.
"Interest Payment Date", when used in connection
with any Bonds, means September 1, 1998 and each March 1 and
A:\30\REFUNDIN.BC2\ORDAUTH.98 2
September 1 thereafter until maturity or prior redemption of
such Bond.
"Net Revenues" means all income or increment which
may grow out of the ownership and operation of the District's
plants, facilities, and improvements (as same are purchased,
constructed, or otherwise acquired) (such plants, facilitie ,
and improvements herein defined as the "System") , being the
gross revenue income less such portion for the administration,
efficient operation, and adequate maintenance of the
District's plants, improvements, and facilities.
"Owner" means any person who shall be the registered
owner of any Bond.
"Order" as used herein and in the Bonds means this
Order authorizing the Bonds.
"Paying Agent" means the Registrar.
"Record Date" means, for any Interest Payment Date,
the fifteenth day of the month next preceding each Interest
Payment Date.
"Refunded Bond" means that portion of the District l s
Unlimited Tax Refunding Bonds, Series 1992, maturing on
September 1 in the years 2004 through 2014, both inclusive, .n
the aggregate principal amount of $3,215,000, as is described
in Exhibit "A" attached hereto.
"Register" means the books of registration kept by
the Registrar, in which are maintained the names and addresses
of, and the principal amounts of the Bonds registered to, each
Owner.
"Registrar" means Texas Commerce Bank National
Association, Dallas, Texas, and its successors in that
capacity.
"Special Record Date" means the date established by
the Registrar the payment of interest if interest on any bond
is not paid on any interest payment date and continues unpaid
for thirty (30) days.
"Underwriter" means Dain Rauscher Incorporated.
A:\30\REFUNDIN.BC2\ORDAUTH.98 3
(4114)
2 . Authorization; Consideration. The Bonds shall
be issued in fully registered form, without coupons, in the
total authorized aggregate principal amount of THREE MILLION
SEVEN HUNDRED THIRTY-FIVE THOUSAND DOLLARS ($3,735, 000) .
It is hereby found and determined that such
refunding will benefit the District by providing a present
value savings with respect to the aggregate debt service
required as well as to facilitate the District's ability to
repay the same by reallocating the principal amount due on the
various maturity dates and that such benefits are sufficient
consideration for the refunding of the Refunded Bonds.
3. Designation, Date, And Interest Payment Dates.
The Bonds shall be designated as the "BRAZORIA COUNTY
MUNICIPAL UTILITY DISTRICT NO. 2 COMBINATION UNLIMITED TAX AND
REVENUE REFUNDING BONDS, SERIES 1998" and shall be dated
January 1, 1998. The Bonds shall bear interest at the rates
set forth below from the later of January 1, 1998, or the moat
recent Interest Payment Date to which such interest has been
paid or duly provided for, calculated on the basis of a 360-
day year of twelve 30-day months, payable on September 1, 1998
and semiannually thereafter on March 1 and September 1 of each
year until maturity.
4. Initial Bonds; Numbers and Denominations;
Maturities, Amounts, Interest Rates. The Bonds shall be
initially issued bearing the numbers, in the principal
amounts, and bearing interest at the rates set forth in the
following schedule, and may be transferred and exchanged as
set out in this Order. The Bonds shall mature on September 1
in each of the years and in the amounts set out in such
schedule. Bonds delivered on transfer of or in exchange for
other Bonds shall be numbered in order of their authentication
by the Registrar, shall be in the denomination of $5,000 or
integral multiples thereof, and shall mature on the same date
and bear interest at the same rate as the Bond or Bonds in
lieu of which they are delivered.
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BONDS
Bond Maturity Principal Interest
Number (September 1) Amount Rate
R-1 1998 90, 000 3.80%
R-2 1999 35, 000 3.95%
R-3 2000 35, 000 4. 05%
R-4 2001 35,000 4. 15%
R-5 2002 40,000 4.250%
R-6 2003 40,000 4.350%
R-7 2004 250,000 4.450%
R-8 2005 260,000 4.500%
R-9 2006 270, 000 4.550%
R-10 2007 285,000 4. 600%
R-11 2008 295, 000 4.650%
R-12 2009 310,000 4.750%
R-13 2010 325,000 4.850%
R-14 2011 340, 000 4.950%
R-15 2012 355,000 5.000%
R-16 2013 375,000 5.100%
R-17 2014 395,000 5. 125%
5. Optional Redemption. The Bonds are
subject to redemption at the dates and for the redemption
prices set forth in the forms of Bonds as set forth herein!
Notice of any redemption identifying the Bonds to be
redeemed in whole or in part shall be given by the Registrar
at least thirty (30) days prior to the date fixed for
redemption by sending written notice by first class mail to
the Owner of each Bond 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 place at which
Bonds are to be surrendered for payment and, if less than all
Bonds outstanding are to be redeemed, the numbers of the Bonds
or portions thereof to be redeemed. Any notice given as
provided in this Section 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 Registrar for payment of the portions of the
Bonds to be redeemed, as of the date filed for redemption.
When Bonds have been called for redemption in whole or in part
and due provision has been made to redeem same as herein
provided, the Bonds or portions thereof so redeemed shall no
A:\30\REFUNDIN.BC2\ORDAUTH.98 5
n
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 collected interest
which would otherwise accrue after the redemption date on any
Bond or portion thereof called for redemption shall terminate
on the date fixed for redemption.
6. Execution of Bonds; Seal. The Bonds shall be
signed by the President or Vice President of the Board and
countersigned by the Secretary or Deputy Secretary of the
Board, by their manual, lithographed, or facsimile signatures,
and the official seal of the District shall be impressed or
placed in facsimile thereon. Such facsimile signatures on the
Bonds shall have the same effect as if each of the Bonds had
been signed manually and in person by each of said officers,
and such facsimile seal on the Bonds shall have the same
effect as if the official seal of the District had ben
manually impressed upon each of the Bonds. If any officer of
the District whose manual or facsimile signature shall appear
on the Bonds shall cease to be such officer before thle
authentication of such Bonds or before the delivery of such
Bonds, such manual or facsimile signature shall nevertheless
be valid and sufficient for all purposes as if such officer
had remained in such office. The President or Vice President
and Secretary or Deputy Secretary of the Board shall execute
one Bond of each Stated Maturity, dated March 1, 1997
representing the entire principal amount of all bonds of suc
Stated Maturity, in the name of the initial purchaser or his
designee. The initial typewritten Bonds shall be numbered S-1
through S-18 and the definitive or printed Bonds shall ble
numbered sequentially starting with 0001.
7. Approval by Attorney General; Registration by
Comptroller. The Bonds to be initially issued shall b'e
delivered to the Attorney General of Texas for approval and
shall be registered by the Comptroller of Public Accounts olif
the State of Texas. The manually executed registration
certificate of the Comptroller of Public Accounts
substantially in the form provided in Section 16 of this Order
shall be affixed or attached to the bonds to be initially
issued.
8. Authentication. Except for the Bonds to be
initially issued, which need not be authenticated by the
Registrar, only such Bonds as shall bear thereon a certificate
of authentication, substantially in the form provided in
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fl
Section 16 of this Order, manually executed by an authorized
representative of the Registrar, shall be entitled to the
benefits of this Order or shall be valid or obligatory for any
purpose. Such duly executed certificate of authentication
shall be conclusive evidence that the Bond so authenticated
was delivered by the Registrar hereunder.
9. Payment of Principal and Interest. The
Registrar is hereby appointed as the registrar and payment
agent for the Bonds. The principal of the Bonds 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 the payment of debts due the
United States of America, upon their presentation ar0
surrender as they respectively become due and payable, at the
corporate trust office of the Registrar. The interest on each
Bond shall be payable by check payable on the Interest Payment
Date, mailed by the Registrar on or before each Interest
Payment Date to the Owner of record as of the Record Date, tlo
the address of such Owner as shown on the Register. Any
accrued interest payable at maturity on a Bond shall be paid
upon presentation and surrender of such Bond at the corporate
trust office of the Registrar.
If the date for payment of the principal of or
interest on any Bond is not a Business Day, then the date for
such payment shall be the next succeeding Business Day.
10. Successor Registrars. The District covenants
that at all times while any Bonds are outstanding it will
provide a national or state banking corporation organized
under the laws of the United States or any State, with trust
powers and subject to supervision or examination by Federal or
State authority, to act as Registrar for the Bonds. The
District reserves the right to change the Registrar for the
Bonds on not less than sixty (60) days written notice to the
Registrar, so long as any such notice is effective not lees
than sixty (60) days prior to the next succeeding principal ora
Interest Payment Date on the Bonds. Promptly upon the
appointment of any successor Registrar, the previous Registrar
shall deliver the Bond Register or copies thereof to the new
Registrar, and the new Registrar shall notify each Owner, by
United States mail, first class postage prepaid, of such
change and of the address of the new Registrar. Each
Registrar hereunder, by acting in that capacity, shall be
deemed to have agreed to the provisions of this Section.
A:\30\REFUNDIN.BC2\ORDAUTH.98 7
11. Special Record Date. If interest on any Bond
is not paid on any Interest Payment Date and continues unpaid
for thirty (30) days thereafter, the Registrar shall establish
a new record date for the payment of such interest, to be know
as a Special Record Date. The Registrar shall establish a
Special Record Date when the funds to make such interest
payment are received from or on behalf of the District. Such
Special Record Date shall be fifteen (15) days prior to the
date fixed for payment of such past due interest, and notice
of the date of payment and the Special Record Date shall Je
sent by United States mail, first class, postage prepaid, not
later than five (5) days prior to the Special Record Date, to
each Owner of record of an affected Bond as of the close Of
business on the day prior to the mailing of such notice.
12. Ownership; Unclaimed Principal and Interest.
Subject to the further provisions of this Section, t1e
District, the Registrar and any other person may treat tiTe
person in whose name any Bond is registered as the absolulFe
Owner of such Bond for the purpose of making and receiving
payment of the principal of or interest on such Bond, and for
all other purposes, whether or not such Bond is overdue, and
neither the District nor the 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 Bond in accordance with
this Section shall be valid and effectual and shall discharge
the liability of the District and the Registrar upon such Bond
to the extent of the sums paid.
Amounts held by the Registrar which represent
principal of and interest on the Bonds remaining unclaimed by
the Owner after the expiration of three (3) years from the
date such amounts have become due and payable shall be
reported and disposed of by the Registrar in accordance with
the provisions of Texas law, including, to the extent
applicable, Title 6 of the Texas Property Code, as amended!
13 . Registration, Transfer, and Exchange. So long
as any Bonds remain outstanding, the Registrar shall keep the
Register at its corporate trust office and, subject to such
reasonable regulations as it may prescribe, the Registrar
shall provide for the registration and transfer of Bonds in
accordance with the terms of this Order.
Each Bond shall be transferable only upon tY�e
presentation and surrender thereof at the corporate trust
A:\30\REFUNDIN.BC2\ORDAUTH.98 8
office of the Registrar, duly endorsed for transfer, or
accompanied by an assignment duly executed by the registered
Owner of his authorized representative in form satisfactory to
the Registrar. Upon due presentation of any Bond in propeF
form for transfer, the Registrar shall authenticate and
deliver in exchange therefor, within three Business Days after
such presentation, a new Bond or Bonds 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 Bond or Bonds slo
presented.
All Bonds shall be exchangeable upon presentation
and surrender thereof at the corporate trust office of tl�e
Registrar for a Bond or Bonds of the same maturity and
interest rate and in any authorized denomination in en
aggregate amount equal to the unpaid principal amount of the
Bond or Bonds presented for exchange. The Registrar shall hie
and is hereby authorized to authenticate and deliver exchange
Bonds in accordance with the provisions of this Section. Each
Bond delivered in accordance with this Section shall be
entitled to the benefits and security of this Order to the
same extent as the Bond or Bonds in lieu of which such Bond is
delivered.
The District or the Registrar may require the Owner
of any Bond to pay a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with the
transfer or exchange of such Bond. Any fee or charge of the
Registrar for such transfer or exchange shall be paid by the
District.
Neither the District nor the Registrar shall be
required to transfer or to exchange any Bond during the period
beginning at the opening of business on a Record Date and
ending at the close of business on the next succeeding
Interest Payment Date or to transfer or exchange any Bonds
selected for redemption in whole or in part within forty-five
(45) calendar days of the redemption date.
14. Mutilated, Lost, or Stolen Bonds. Upon the
presentation and surrender to the Registrar of a mutilated
Bond, the Registrar shall authenticate and deliver in exchange
therefor a replacement Bond of like maturity, interest rate,
and principal amount, bearing a number not contemporaneously
outstanding. If any Bond is lost, apparently destroyed, or
A:\30\REFUNDIN.BC2\ORDAUTH.98 9
wrongfully taken, the District, pursuant to the applicable
laws of the State of Texas and in the absence of notice or
knowledge that such Bond has been acquired by a bona fide
purchaser, shall execute and the Registrar shall authenticate
and deliver a replacement Bond of like maturity, interest
rate, and principal amount bearing a number not
contemporaneously outstanding. The District or the Registrar
may require the Owner of a mutilated Bond to pay a sum
sufficient to cover any tax or other governmental charge that
may be imposed in connection therewith, including the fees aad
expenses of the Registrar. The District or the Registrar may
require the Owner of a lost, apparently destroyed or
wrongfully taken Bond, before any replacement Bond is issued,
to .
(1) furnish to the District and the Registrar
satisfactory evidence of the ownership of and
the circumstances of the loss, destruction, or
theft of such Bond;
(2) furnish such security or indemnity as may be
required by the Registrar and the District to
save them harmless;
(3) pay all expenses and charges in connection
therewith, including, but not limited to,
printing costs, legal fees, fees of the
Registrar and any tax or other governmental
charge that may be imposed; and
(4) meet any other reasonable requirements of the
District and the Registrar.
If, after the delivery of a replacement Bond, a bona fide
purchaser of the original Bond in lieu of which such
replacement Bond was issued presents for payment such original
Bond, the District and the Registrar shall be entitled to
recover such replacement Bond from the person to whom it was
delivered or any person taking therefrom, except a bona fide
purchase, and shall be entitled to recover upon the security
or indemnity provided therefor to the extent of any loss,
damage, cost, or expense incurred by the District or the
Registrar in connection therewith.
If any such mutilated, lost, apparently destroyed,
or wrongfully taken Bond has become or is about to become due
A:\30\REFUNDIN.BC2\ORDAUTH.98 10
1 1
and payable, the District in its discretion may, instead of
issuing a replacement Bond, authorize the Registrar to pay
such Bond.
Each replacement Bond delivered in accordance with
this Section 14 shall be entitled to the benefits and security
of this Order to the same extent as the Bond or Bonds in lieu
of which such replacement Bond is delivered.
15. Cancellation of Bonds. All Bonds paid in
accordance with this Order, and all bonds in lieu of which
exchange Bonds or replacement Bonds are authenticated and
delivered in accordance herewith, shall be cancelled ar!d
destroyed upon the making of proper records regarding such
payment. The Registrar shall furnish the District with
appropriate certificates of destruction of such Bonds.
16. Forms. The definitive Bonds shall be printed,
lithographed, engraved, or produced by any combination of
these methods, all as determined by the officers executing
such Bonds as evidenced by their execution thereof, but the
initial Bonds submitted to the Attorney General of Texas may
be typewritten, photocopied, or otherwise reproduced. The
form of the Bonds, including the form of the Registrars
Authentication Certificate, the form of Assignment, and the
form of Registration Certificate of the Comptroller of Public
Accounts of the State of Texas which shall be attached or
affixed to the Bonds initially issued shall be, respectively,
substantially as follows, with such additions, deletions, and
variations as may be necessary or desirable and not prohibited
by this Order, including a legend regarding bond insurance if
such insurance is obtained. The District has received a
commitment to issue a financial guaranty insurance policy from
Asset Guaranty Insurance Company. The "Statement of
Insurance" legend as attached to this Order shall be printed
on the definitive bonds and shall be attached to the initial
typewritten bonds. Any portion of the text of any Bonds may
be set forth on the reverse thereof, with an appropriate
reference thereto on the face of the Bond.
A:\30\REFUNDIN.BC2\ORDAUTH.98 11
(41116)
Face of Bond
United States of America
State of Texas
NUMBER AMOUNT
REGISTERED REGISTERED
BRAZORIA COUNTY MUNICIPAL UTILITY DISTRICT NO. 2
COMBINATION UNLIMITED TAX
AND REVENUE REFUNDING BONDS
SERIES 1998
INTEREST RATE: MATURITY DATE: ISSUE DATE: CUSIP:
September 1, January 1, 1998
REGISTERED OWNER:
PRINCIPAL AMOUNT: DOLLARS
BRAZORIA COUNTY MUNICIPAL UTILITY DISTRICT NO. 2
(the "District") promises to pay to the Owner identified
above, or registered assigns, on the maturity date specified
above, upon presentation and surrender of this bond at the
corporate trust office of Texas Commerce Bank National
Association, Dallas, Texas, (the "Registrar") , the principal
amount identified above, payable in any coin or currency of
the United States of America which on the date of payment of
such principal is legal tender for the payment of debts due
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 March 1, 1997,
or the most recent interest payment date to which interest has
been paid or duly provided for. Interest on this bond is
payable by check or by such other customary banking
arrangements acceptable to the Registrar and the Owner (at the
risk and expense of such owner) on each March 1 and September
1 until the earlier of maturity or prior redemption, beginning
September 1, 1997 mailed to the registered owner as shown on
the books of the registration kept by the Registrar as of the
fifteenth day of the month next preceding each interest
payment date.
IN WITNESS WHEREOF, this bond has been signed with
the manual or facsimile signature of the President or Vice
A:\30\REFUNDIN.BC2\ORDAUTH.98 12
(21116)
President of the Board of Directors of the District and
countersigned with the manual or facsimile signature of the
Secretary or Deputy Secretary of the Board of Directors of the
District, and the official seal of the District has been duly
impressed, or placed in facsimile, on this bond.
(REGISTRATION (SEAL) BRAZORIA COUNTY
OR AUTHENTICATION MUNICIPAL UTILITY DISTRICT
CERTIFICATE) NO. 2
President
Secretary
(Back Panel of Bonds)
THIS BOND is one of a duly authorized issue of
bonds, aggregating $3,735, 000 (the "Bonds") , issued for the
purpose of refunding all or any part of the principal of or
interest on the District's bonds now or hereafter outstanding,
under and in strict conformity with the Constitution and the
laws of the State of Texas, particularly Chapters 49 and 54 of
the Texas Water Code, by authority of elections held within
the District on November 3, 1981 and September 8, 1984 and
pursuant to an Order adopted by the Board on
, 199_ (the "Order") . The Bonds are dated
January 1, 1998 and pay interest on September 1, 1998 and
semiannually thereafter on each March 1 and September 1, until
maturity.
THE DISTRICT RESERVES THE RIGHT, at its option, o t
redeem the Bonds maturing on or after September 1, 2007, prior
to their scheduled maturities, in whole or in part, in
integral multiples of $5,000, on September 1, 2006 or any date
thereafter, at par plus accrued interest on the principal
amounts called for redemption to the date fixed for
redemption. Reference is made to the Order for complete
details concerning the manner of redeeming the Bonds.
PRINCIPAL MAY BE REDEEMED IN PART only in integral
multiples of $5, 000. If a Bond subject to redemption is in a
denomination larger than $5,000, a portion of such Bond may be
redeemed, but only in integral multiples of $5, 010
A:\30\REFUNDIN.BC2\ORDAUTH.98 13
denomination which is obtained by dividing the principal
amount of such Bond by $5, 000. Upon surrender of any Bond for
redemption in part, the Registrar, in accordance with the
provisions of the Order, shall authenticate and deliver in
exchange therefor a Bond or Bonds of like maturity arid
interest rate in an aggregate principal amount equal to the
unredeemed portion of the Bond so surrendered.
THE BONDS ARE PAYABLE from the proceeds of a tax
levied upon all taxable property within the Issuer which is
not legally limited as to rate or amount and are further
payable from and secured by a pledge of tax rebate revenues
and all income or increment which may grow out of the
ownership and operation of the District's improvements er
facilities less such portion of said revenue income as
reasonably may be required to provide for the administration,
efficient operation and adequate maintenance of said service
facilities as authorized by the Constitution and laws of the
State of Texas. Reference is hereby made to the Bond Order
for a description of the covenants by which the Bonds are
secured, the respective rights thereunder of the Holders of
such Bonds and the Issuer, and the terms upon which such Bonds
are, and are to be, authenticated and delivered.
Notwithstanding any provision hereof to the contrary, however,
the obligation of the Issuer to make money available to pay
this Bond may be defeased by the deposit of money and/or
certain debt obligations sufficient for such purpose as
provided in the Bond Order, and, if the District is abolished
and dissolved by a City Ordinance and the City assumes the
assets and liabilities of the District, including this Bond,
the sources of payment of this Bond may be modified under the
laws of the State of Texas.
THIS BOND IS TRANSFERABLE only upon presentation and
surrender at the corporate trust office of the Registrar, 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.
THIS BOND IS EXCHANGEABLE at the corporate trust
office of the Registrar for bonds in the principal amount of
$5, 000 or any integral multiple thereof, subject to the terms
and conditions of the Order.
A:\30\REFUNDIN.BC2\ORDAUTH.98 14
NEITHER the District nor the Registrar shall be
required to transfer or to exchange any Bond during the period
beginning at the opening of business on a Record Date and
ending at the close of business on the next succeeding
Interest Payment Date or to transfer or exchange any Bonds
selected for redemption in whole or in part within forty-five
(45) calendar days of the redemption date.
THIS BOND shall not be valid or obligatory for any
purpose or be entitled to any benefit under the Order unles'rs
this bond is either (i) registered by the Comptroller of
Public Accounts of the State of Texas by registration
certificate attached or affixed hereto or (ii) authenticated
by the Registrar by due execution of the authentication
certificate endorsed hereon.
THE OWNER of this Bond, by acceptance hereof,
acknowledges and agrees to be bound by all the terms and
conditions of the Order.
THE DISTRICT has covenanted in the Order that i
will at all times provide a legally qualified registrar for
the Bonds and will cause notice of any change of registrar to
be mailed to each registered owner.
IT IS HEREBY certified, recited, and covenanted that
this Bond has been duly and validly issued and delivered; that
all acts, conditions, and things required to be performed, to
exist and to be done precedent to or in the issuance and
delivery of this Bond have been performed, exist and have been
done in accordance with law; and that annual ad valorem taxes
sufficient to provide for the payment of the interest on and
principal of this Bond, as such interest comes due and such
principal matures, have been levied and ordered to be levied
against all taxable property in the District and have been
pledged irrevocably for such payment.
Form of Registration Certificate
of Comptroller of Public Accounts
COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO.
A:\30\REFUNDIN.BC2\ORDAUTH.98 15
of the State of Texas, and that this bond has been registeree,d
by the Comptroller of Public Accounts of the State of Texas'.
WITNESS MY SIGNATURE AND SEAL this
Comptroller of Public Accounts
of the State of Texas
Form of Registrar's Authentication Certificate
AUTHENTICATION CERTIFICATE
It is hereby certified that this bond has
been delivered pursuant to the Bond Order
described in the text of this bond, in
exchange for or in replacement of a bond,
bonds, or a portion of a bond or bonds of
a series 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 COMMERCE BANK NATIONAL
ASSOCIATION, Dallas, Texas
BY:
Authorized Signature
Date of Authentication:
Form of Assignment
ASSIGNMENT
For value received, the undersigned hereby sells,
assigns, and transfers unto
(Please print or type name, address, and zip code of
Transferee)
(Please insert Social Security or Taxpayer Identification
Number of Transferee)
the within bond and all rights thereunder, and hereby
irrevocably constitutes and appoints
A:\30\REFUNDIN.BC2\ORDAUTH.98 16
attorney to
transfer said bond on the books kept for registration thereof,
with full power of substitution in the premises.
DATE:
Signature Guaranteed:
Registered Owner
NOTICE: The signature above
must correspond to the name of
the registered owner as shown
NOTICE: Signature must on the face of this bond in
be guaranteed by a member every particular, without any
firm of the New York Stock alteration, enlargement or
Exchange or a commercial change whatsoever.
bank or trust company.
17. Legal Opinion; Cusip; Bond Insurance. The
approving opinion of Paul A. Philbin & Assoc. , P. C. , Houston,
Texas, and/or McCall, Parkhurst & Horton, Dallas, Texas and
CUSIP Numbers may be printed on the Bonds, but errors or
omissions in the printing of such opinions or such numbers
shall have no effect on the validity of the Bonds. If bond
insurance is obtained, the Bonds may bear an appropriate
legend as provided by the insurer.
18. Debt Service Fund; Tax Levy. The 1997 Debt
Service Fund is hereby created and established, and the
proceeds from all taxes levied, assessed, and collected for
and on account of the Bonds authorized by this Order shall be
deposited, as collected, in such Fund. While the Bonds or any
part of the principal thereof or interest thereon remain
outstanding and unpaid, there is hereby levied and there shall
be annually assessed and collected in due time, form, and
manner, and at the same time as other District taxes are
assessed, levied, and collected, in each year, beginning with
the current year, a continuing direct annual ad valorem tax
without limit as to rate after taking into account other fund
available for such purposes, upon all taxable property in the
District sufficient to pay the interest on the Bonds as the
same becomes due and to pay each installment of the principal
of the Bonds as the same matures, full allowance being made
for delinquencies and costs of collection, and said taxes are
hereby irrevocably pledged to the payment of the interest on
and principal of the Bonds and to no other purpose.
To pay the interest coming due on the Bonds o
September 1, 1997 there is hereby appropriated from current
funds on hand, which are hereby certified to be on hand and
available for such purpose, an amount sufficient to pay such
interest and such amount shall be used for no other purpose!
A:\30\REFUNDIN.BC2\ORDAUTH.98 17
19. Pledge of Revenues. The Net Revenues are
hereby pledged to the payment of the principal, interest,
redemption price, and bank charges on the Bonds. The Revenues
hereby pledged shall immediately be subject to the lien of
this pledge without any physical delivery thereof or further
act, and the lien of this pledge shall be valid and binding ae
against all parties of any kind having a claim of any kind in
tort, contract, or otherwise against the District,
irrespective of whether such parties have notice thereof. To
the extent provided by law, such pledge of Revenues will
terminate when any city or cities annexes or abolishes the
District in its entirety, and assumes all of the assets and
obligations of the District.
20. Further Proceedings. After the Bonds to be
initially issued shall have been executed, it shall be the
duty of the President or Vice President of the Board and other
appropriate officials and agents of the District to deliver
the bonds to be initially issued and all pertinent records and
proceedings to the Attorney General of the State of Texas, for
examination and approval by the Attorney General. After the
Bonds to be initially issued shall have been approved by the
Attorney General, they shall be delivered to the Comptroller
of Public Accounts of the State of Texas for registration.
Upon registration of the Bonds to be initially issued, the
Comptroller of Public Accounts (or the Comptroller's bond
clerk or an assistant bond clerk lawfully designated in
writing to act for the Comptroller) shall manually sign the
Comptroller's Registration Certificate prescribed herein and
the seal of said Comptroller shall be impressed, or placed in
facsimile, thereon.
21. Sale; Bond Purchase Agreement. The sale and
delivery of the Bonds to the Underwriter at a price of
$ plus accrued interest thereon to the date of
delivery, in accordance with the terms of a bond purchase
agreement presented to and approved by the Board, which price
and terms are hereby found and determined to be the most
advantageous reasonably obtainable by the District, is hereby
authorized, approved, ratified, and confirmed, subject to the
approving opinion as to the legality of the Bonds of the
Attorney General of Texas, and of Paul A. Philbin & Assoc. , P�
C. , Houston, Texas, Bond Counsel and the approving legal
opinion of McCall, Parkhurst & Horton L.L.P. , Dallas, Texas
Special Tax Counsel, as to the tax exemption of interest on
the Bonds. The President of the Board and other appropriate
A:\30\REFUNDIN.BC2\ORDAUTH.98 18
(411 rum)
officials of the District are hereby authorized to do any and
all things necessary or desirable to satisfy the conditions
set out therein and to provide the for the issuance and
delivery of the Bonds.
22. Investments. Monies deposited into the Debt
Service Fund and any other fund or funds that the District may
lawfully create may be invested or reinvested in authorized
investments. All investments and any profits realized from or
interest accruing on the investments shall belong to the fund
from which the monies for such investment were taken;
provided, however, that in the discretion of the Board the
profits realized from and interest accruing on investments
made from any fund may be transferred to the Debt Service
Fund.
23. Defeasance and Refunding. The District
reserves the right to defease or refund the Bonds in any
manner provided by law.
24. Remedies in Event of Default. In addition to
all of the rights and remedies provided by laws of the State
of Texas, the District further covenants and agrees that in
the event of default in payment of principal or interest on
any of the Bonds when due, or, in the event it fails to make
the payments required to be made into the Debt Service Fund or
any other fund or defaults in the observance or performance of
any other of the covenants, conditions, or obligations set
forth in this Order, the Owners shall be entitled to a writ of
mandamus issued by a court of competent jurisdiction
compelling and requiring the District and the official
thereof to observe and perform the covenants, obligations, of
conditions prescribed in this Order. Any delay or omission to
exercise any right or power occurring upon any default shall
not impair any such default or acquiescence therein, and every
such right and power may be exercised from time to time and as
often as may be deemed expedient.
25. General Tax Covenant. This District intends
that the interest on the Bonds shall be excludable from gross
income for purposes of federal income taxation pursuant to
Sections 103, 141 through 150 of the Code, and applicable
regulations. The District covenants and agrees not to takt
any action, or knowingly omit to take any action within its
control, that if taken or omitted, respectively, would cause
the interest on the Bonds to be includable in gross income, as
A:\30\REFUNDIN.BC2\ORDAUTH.98 19
111 JJJ
defined in Section 61 of the Code, of the holders thereof for
purposes of federal income taxation. In particular, the
District covenants and agrees to comply with each requirement
of this Section; provided, however, that the District shall
not be required to comply with any particular requirement of
this Section if the District has received an opinion of
nationally recognized bond counsel "Counsel 's Opinion") that
such noncompliance will not adversely affect the exclusion
from gross income for federal income tax purposes of interest
on the Bonds or if the District has received a Counsel's
Opinion to the effect that compliance with some other
requirement set forth in this Section will satisfy the
applicable requirements of the Code, in which case compliance
with such other requirement specified in such Counsel's
Opinion shall constitute compliance with the corresponding
requirement specified in this Section.
26. Use of Proceeds. The District covenants and
agrees that its use of the Net Proceeds of the Bonds and the
Refunded Bonds (as hereinafter defined) will at all times
satisfy the following requirements:
(a) The District will use all of the Net
Proceeds of the Bonds to acquire Escrowed
Securities sufficient to pay the principal of or
interest and premium, if any, on the Refunded Bonds
and to pay the costs of issuing the Bonds except
for amounts, if any, described in the Report as the
rounding amount and the ending cash balance in the
Escrow Fund. The District has limited and will
limit the amount of original or investment proceeds
of the Refunded Bonds to be used (other than use as
a member of the general public) in the trade or
business of any person other than a governmental
unit to an amount aggregating no more than ten
percent of the Net Proceeds of the Refunded Bonds
("private-use proceeds") . For purposes of this
Section, the term "person" includes any individual
corporation, partnership, unincorporated
association, or any other entity capable of
carrying on a trade or business; and the term
"trade or business" means, with respect to anji
natural person, any activity regularly carried on
for profit and, with respect to persons other than
natural persons, any activity other than an
activity carried on by a governmental unit. Any
A:\30\REFUNDIN.BC2\ORDAUTH.98 20
use of proceeds of the Refunded Bonds or the Bonds
in any manner contrary to the guidelines set forth
in Revenue Procedures 97-13, including any
revisions or amendments thereto, shall constitute
the use of such proceeds in the trade or business
of one who is not a governmental unit;
(b) The District has not permitted and will
not permit more than five percent of the Net
Proceeds of the Refunded Bonds to be used in the
trade or business of any person other than a
governmental unit if such use is unrelated to the
governmental purpose of the Refunded Bonds!
Further, this amount of private-use proceeds of the
Refunded Bonds in excess of five percent of the Net
Proceeds of the Refunded Bonds ("excess private-use
proceeds") did not and will not exceed the proceeds
of the Refunded Bonds to which such excess private-
use proceeds relate;
(c) The District has not permitted and will
not permit an amount of proceeds of the Refunded
Bonds exceeding the lesser of (a) $5, 000. 00 or (b)
five percent of the Net Proceeds of the Refunded
Bonds to be used, directly or indirectly, to
finance loans to persons other than governmental
units.
When used in this Section, the term Net Proceeds of the Bonds
and the Refunded Bonds shall mean the proceeds from the sale
of each issue of the Bonds and the Refunded Bonds
respectively, including investment earnings on the proceeds of
such issue, less accrued interest with respect to such issue!
27. No Federal Guaranty. The District covenants
and agrees not to take any action, or knowingly omit to take
any action within its control, that, if taken or omitted
respectively, would cause the Bonds to be "federally
guaranteed" within the meaning of section 149 (b) of the Code
and applicable regulations thereunder, except as permitted by
section 149 (b) (3) of the Code and such regulations.
28. No-Arbitrage Covenant. The District shall
certify, through. an authorized officer, employee, or agent;
that based upon all facts and estimates known or reasonably
expected to be in existence on the date the Bonds are
A:\30\REFUNDIN.BC2\ORDAUTH.98 21
delivered, the District will reasonably expect that the
proceeds of the Bonds will not be used in a manner that would
cause the Bonds to be "arbitrage bonds" within the meaning of
section 148 (a) of the Code and applicable regulations
thereunder. Moreover, the District covenants and agrees that
it will make such use of the proceeds of the Bonds including
interest or other investment income derived from Bond
proceeds, regulate investments of proceeds of the Bonds, and
take such other and further action as may be required so that
the bonds will not be "arbitrage bonds" within the meaning of
section 148 (a) of the Code and applicable regulations
thereunder.
29. Arbitrage Rebate. The District will take al
necessary steps to comply with the requirement that certain
amounts earned by the District on the investment of the "gross
proceeds" of the Bonds (within the meaning of section 148 (f)
(6) (B) of the Code) , be rebated to the federal governments
Specifically, the District will (i) maintain records regarding
the investment of the gross proceeds of the Bonds as may be
required to calculate the amount earned on the investment of
the gross proceeds of the Bonds separately from records of
amounts on deposit in the funds and accounts of the District
allocable to other bond issues of the District or monies which
do not represent gross proceeds of any bonds of the District,
(ii) calculate at such times as are required by applicable
regulations, the amount earned from the investment of the
gross proceeds of the Bonds which is required to be rebated to
the federal government, and (iii) pay, not less often than
every fifth anniversary date of the delivery of the Bonds or
on such other date as may be permitted under applicable
regulations, all amounts required to be rebated to the federal
government. Further, the District will not indirectly pay any
amount otherwise payable to the federal government pursuant to
the foregoing requirements to any person other than the
federal government by entering into any investment arrangement
with respect to the gross proceeds of the Bonds which is not
purchased at fair market value or includes terms that the
District would not have included if the Bonds were not subject
to Section 148 (f) of the Code.
30. Information Reporting. The District covenants
and agrees to file or cause to be filed with the Secretary of
the Treasury, not later than the 15th day of the second
calendar month after the close of the calendar quarter in
which the Bonds are issued, an information statement
A:\30\REFUNDIN.BC2\ORDAUTH.98 22
concerning the Bonds, all under and in accordance with section
149 (e) of the Code and applicable regulations thereunder.
31. Audit Books and Inspections. The District
shall keep accurate records and accounts and employ an
independent certified public accountant to audit and report on
its financial affairs at the close of each fiscal year. Such
audits shall be in accordance with applicable laws, rules, and
regulations in effect from time to time, including
particularly Section 49.191 et seq. of the Texas Water Code,
as amended, and the Water District Accounting Manual, a
amended and adopted by the Texas Natural Resource Conservation
Commission. A copy of such audit shall be filed in the offic
of the District and shall be open to inspection by any
interested person during normal office hours. The District
shall allow any Holders of not less than 25% in principal
amount of the Bonds then Outstanding to inspect the propertie
of the District relating thereto at all reasonable times an
shall furnish a copy of such audit report to any such Holder
upon request.
32. Continuing Disclosure - Definitions. As used
in this Section, the following terms have the meaning
ascribed to such terms below:
"MSRB" means the Municipal Securities Rulemaking
Board.
"NRMSIR" means each person whom the SEC or its staff
has determined to be a Nationally Recognized Municipal
Securities Information Repository within the meaning of the
Rule from time to time.
"Rule" means SEC Rule 15c2-12, as amended from time
to time.
"SEC" means the United States Securities and
Exchange Commission.
"SID" means any person designated by the State o
Texas or an authorized department, office, or agency thereo
as, and determined by the SEC or its staff to be a Stati
Information Depository within the meaning of the Rule from
time to time.
A:\30\REFUNDIN.BC2\ORDAUTH.98 23
33 . Continuing Disclosure - Annual Reports. The
District shall provide annually to each NRMSIR and any SIDr,
within six months after the end of each fiscal year ending in
or after 1997, financial information and operating data with
respect to the District of the general type included in the
final Official Statement authorized by Section 38 of this
Order, being the information described in Exhibit "A" hereto.
Any financial statements so to be provided shall be (1)
prepared in accordance with the accounting principles
described in Exhibit "A" hereto, or such other accounting
principles as the District may be required to employ from time
to time pursuant to state law or regulation, and (2) audited,
if the District commissions an audit of such statements and
the audit is completed within the period during which they
must be provided. If the audit of such financial statements
is not complete within such period, then the District shalllll
provide unaudited financial statements by the required time
and will provide audited financial statements for the
applicable fiscal year to each NRMSIR and any SID, when and If
the audit report on such statements become available.
If the District changes its fiscal year, it will
notify each NRMSIR and any SID of the change (and of the date
of the new fiscal year end) prior to the next date by which
the District otherwise would be required to provide financial
information and operating data pursuant to this Section.
The financial information and operating data to be
provided pursuant to this Section may be set forth in full in
one or more documents or may be included by specific reference
to any document (including an official statement or other
offering document, if it is available from the MSRB) and
theretofore has been provided to each NRMSIR and any SID or
filed with the SEC.
34. Continuing Disclosure - Material Event Notices.
The District shall notify any SID and either each NRMSIR or
the MSRB, in a timely manner, of any of the following events
with respect to the Bonds if such event is material within the
meaning of the federal securities laws:
A. Principal and interest payment delinquencies;
B. Non-payment related defaults;
A:\30\REFUNDIN.BC2\ORDAUTH.98 24
C. Unscheduled draws on debt service reserves
reflecting financial difficulties;
D. Unscheduled draws on credit enhancements
reflecting financial difficulties;
E. Substitution of credit or liquidity providers,
or their failure to perform;
F. Adverse tax opinions or events affecting the
tax-exempt status of the Bonds;
G. Modifications to rights of holders of the
Bonds;
H. Bond calls;
I. Defeasances;
J. Release, substitution, or sale of property
securing repayment of the Bonds; and
K. Rating changes.
The District shall notify any SID and either ea h
NRMSIR or the MSRB, in a timely manner, of any failure by the
District to provide financial information or operating data in
accordance with Section 31 of this Order by the time required
by such Section.
35. Continuing Disclosure - Limitation ,
Disclaimers, and Amendments. The District shall be obligated
to observe and perform the covenants specified in this Section
for so long as, the District remains an "obligated person"
with respect to the Bonds within the meaning of the Rule,
except that the District in any event will give notice of any
deposit made in accordance with Section 10. 1, Article 717k,
Vernon's Texas Civil Statutes, as amended that causes Bonds no
longer to be outstanding.
The provisions of this Section are for the sole
benefit of the Holders and beneficial owners of the Bonds, and
nothing in this Section, express or implied, shall give any
benefit or any legal or equitable right, remedy, or claim
hereunder to any other person. The District undertakes too
provide only the financial information, operating dat
A:\30\REFUNDIN.BC2\ORDAUTH.98 25
financial statements, and notices which it has expressly
agreed to provide pursuant to this Section and does not hereby
undertake to provide any other information that may be
relevant or material to a complete presentation of the
District's financial results, condition, or prospects or
hereby undertake to update any information provided in
accordance with this Section or otherwise, except as expressly
provided herein. The District does not make any
representation or warranty concerning such information or its
usefulness to a decision to invest in or sell Bonds at any
future date.
UNDER NO CIRCUMSTANCES SHALL THE DISTRICT BE LIABLE
TO THE HOLDER OR BENEFICIAL OWNERS OF ANY BOND OR ANY OTHER
PERSON, IN CONTRACT OR TORT FOR DAMAGES RESULTING IN WHOLE R
IN PART FROM ANY BREACH BY THE DISTRICT, WHETHER NEGLIGENT R
WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS
SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN
CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHAi,L
BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE.
No default by the District in observing or
performing its obligations under this Section shall compriee
a breach of or default under the Order for purposes of any
other provision of this Order.
Nothing in this Section is intended or shall act to
disclaim, waive, or otherwise limit the duties of the District
under federal and state securities laws.
The provisions of this Section may be amended by the
District from time to time to adopt to changed circumstances
that arise from a change in legal requirements, a change irn
law, or a change in the identity, nature, status, or type f
operations of the District, but only if (1) the provisions of
this Section, as so amended would have permitted an
underwriter to purchase of sell Bonds in the primary offering
of the Bonds in compliance with the Rule, taking into account
any amendments or interpretations of the Rule since such
offering as well as such changed circumstances and (2) either
(a) the Holders of a majority in aggregate principal amount
(or any greater amount required by any other provision of this
Order that authorizes such a amendment) of the Outstanding
Bonds consent to such amendment or (b) a Person that is
unaffiliated with the District (such as nationally recognized
bond counsel) determined that such amendment will not
A:\30\REFUNDIN.BC2\ORDAUTH.98 26
materially impair the interest of the Holders and beneficial
owners of the Bonds. If the District so amends the provisions
of this Section, it shall include with any amended financial
information or operating data next provided in accordance with
Section 34 an explanation, in narrative form, or the reason
for the amendment and of the impact of any change in the type
of financial information or operating data so provided. The
District may also amend or repeal the provisions of this
continuing disclosure agreement if the SEC amends or repeals
the applicable provisions of the Rule or a court of final
jurisdiction enters judgment that such provisions of the Ru e
are invalid, but only if and to the extent that the provisions
of this sentence would not prevent an underwriter from
lawfully purchasing or selling Bonds in the primary offering
of the Bonds.
36. Oualified Tax-Exempt Obligations. The District
hereby designates the Bonds as "qualified tax-exemr;t
obligations" for purposes of section 265 (b) of the Code. n
connection therewith, the District represents (a) that t e
aggregate amount of tax-exempt obligations issued by the
District during calendar year 1997, including the bonds, which
have been designated as "qualified tax-exempt obligations"
under section 265(b) (3) of the Code does not exceed
$10,000, 000, and (b) that the reasonably anticipated amount cf
tax-exempt obligations which will be issued by the District
during calendar year 1997, including the Bonds, will nct
exceed $10, 000, 000. For purposes of this section 31, the term
"tax-exempt obligation" does not include "private activity
bonds" within the meaning of section 141 of the Code, other
than "qualified 501(c) (3) bonds" within the meaning cif
section 145 of the Code. In addition, for purposes of thi1s
section 31 the District includes all governmental units which
are "subordinate entities" of the District, within the meaning
of section 265(b) of the Code.
37. Official Statement. The Board hereby ratified,
authorizes, and approves, in connection with the sale of the
Bonds, the preparation and distribution of the Preliminary
Official Statement dated , 1998 and a final Official
Statement substantially in the same form containing such
additional information and amendments as may be necessary o
conform to the terms of the Bonds, this Order, and the bo d
Purchase Agreement for the Bonds. The appropriate officia s
of the District are hereby authorized to sign such Official
Statement and/or deliver certificates pertaining to such
A:\30\REFUNDIN.BC2\ORDAUTH.98 27
(14
Official Statement as prescribed therein, dated as of the date
of payment for and delivery of the Bonds.
38. Use of Proceeds. Proceeds from the sale of the
Bonds shall, promptly upon receipt by the District, be applied
as follows:
(a) Accrued interest shall be deposited into the
Debt Service Fund.
(b) The balance of the proceeds from the sale of
the Bonds shall be applied (i) to establish an escrow fund too
refund the Refunded Bonds, as more fully provided below, and
(ii) to the extent not otherwise provided for, to pay a]J1
expenses arising in connection with the issuance of the Bonds,
the establishment of such escrow fund and the refunding of the
Refunded Bonds. Any proceeds of the Bonds remaining after
making all such deposits and payments shall be deposited in o
the Debt Service Fund.
39. Redemption of Refunded Bonds. The District
hereby irrevocably calls the following Refunded Bonds for
redemption prior to their scheduled maturities for la
redemption price equal to their principal amount plus accrued
interest to the redemption date:
Series 1992 Bonds
Scheduled Total
Maturity Amount Refunded Redemption
(September 1) Maturing Bonds Date
2004-2014 $3,215, 000 $3,215, 000 September 1, 2001
The District authorizes all notices required to be given
pursuant to the Order authorizing the Refunded Bonds to be
given as provided therein.
40. Escrow Agreement. The discharge and defeasance
of the Refunded Bonds shall be carried out pursuant to the
terms and provisions of an Escrow Agreement to be entered into
by and between the District and Texas Commerce Bank National
Association, Houston, Texas, as Escrow Agent, which shall be
substantially in the form attached hereto as Exhibit "B", the
terms and provisions of which are hereby approved, subject to
such insertions, additions, and modifications as shall be
A:\30\REFUNDIN.BC2\ORDAUTH.98 28
L •.
necessary (a) to carry out the program designed for the
District by the Underwriter and which shall be certified as to
mathematical accuracy by Deloitte & Touche, Certified Publilc
Accountants, whose report shall be attached to the Escrow
Agreement, (b) to maximize the District's present value
savings and/or to minimize the District's costs of refunding,
(c) to comply with all applicable laws and regulations
relating to the refunding of the Refunded Bonds and (d) to
carry out the other intents and purposes of this Order, and
the President or Vice President of the Board is hereby
authorized to execute and deliver such Escrow Agreement on
behalf of the District in multiple counterparts and the
Secretary or Deputy Secretary is hereby authorized to atte t
thereto and affix the District's seal.
41. Purchase of United States Treasury Obligations.
To assure the purchase of the Escrowed Securities referred to
in the Escrow Agreement, the President or Vice President of
the Board are hereby authorized to agree to purchase, and
purchase obligations of the United States of America, in such
amounts and maturities and bearing interest at such rates as
may be provided for in the Escrow Agreement, and to execute
any and all purchase agreements, commitments, letters of
authorization, and other documents necessary to effectuate t1ie
foregoing, and any actions heretofore taken for such purpose
are hereby ratified and approved.
42. Related Matters. To satisfy in a timely manner
all of the District's obligations under this Order, the Bond
Purchase Agreement with the Underwriter, and the Escrow
Agreement, the President or Vice President and Secretary or
Deputy Secretary of the Board and all appropriate officers and
agents of the District are hereby authorized and directed to
take all other actions that are reasonably necessary to
provide for the refunding of the Refunded Bonds, including,
without limitation, executing and delivering on behalf of the
District all certificates, consents, receipts, requests, and
other documents as may be reasonably necessary to satisfy the
District's obligations under the Escrow Agreement, the Bond
Purchase Agreement, and this Order and to direct the transfer
and application of funds of the District consistent with the
provisions of such Escrow Agreement and this Order.
43 . Registrar. The form of agreement setting forth
the duties of the Registrar is hereby approved, and the
A:\30\REFUNDIN.BC2\ORDAUTH.98 29
appropriate officials of the District are hereby authorized to
execute such agreement for and on behalf of the District.
44. No Personal Liability. No recourse shall be
had for payment of the principal of or interest on any Bonds
or for any claim based thereon, or on this Order, against any
official or employee of the District or any person executing
any Bonds.
45. District's Successors and Assigns. Whenever in
this Order the District is named and referred to it shall be
deemed to include its successors and assigns, and ail
covenants and agreements in this Order by or on behalf of thle
District, except as otherwise provided herein, shall bind and
inure to the benefit of its successors and assigns whether or
not so expressed.
46. Benefits of Order Provisions. Nothing in this
Order or in the Bonds, expressed or implied, shall give or be
construed to give any person, firm, or corporation, other than
the District, the Registrar, and the Owners, any legal or
equitable right or claim under or in respect of this Order, or
under any covenant, condition, or provision herein contained,
all the covenants, conditions, and provisions contained
this Order or in the Bonds being for the sole benefit of the
District, the Registrar, and the Owners.
47. Additional Bonds Authorized. The District had
a total voted authorization to issue $23,400, 000 in
waterworks, sewer system and drainage facilities bonds and Ills
heretofore issued $134040,225,000. After this issuance of the
$3,735,000 refunding bonds, the District will have the right
to issue $9,840, 000 waterworks, sewer system and drainage
facilities bonds and refunding bonds. The District reserves
the right to issue these additional bonds for the purposes
approved by the District's voters at a elections held on
November 3, 1981 and September 8, 1984.
48. Severability Clause. If any word, phrase,
clause, sentence, paragraph, section, or other part of this
Order, or the application thereof to any person or
circumstance, shall ever be held to be invalid or
unconstitutional by any court of competent jurisdiction, the
remainder of this Order and the application of such word,
phrase, clause, sentence, paragraph, section, or other part of
A:\30\REFUNDIN.BC2\ORDAUTH.98 30
41)1
this Order to any other persons or circumstances shall not be
affected thereby.
49. Open Meeting. It is hereby officially found
and determined that the meeting at which this Order was
adopted was open to the public, and public notice of the time,
place, and purpose of said meeting was given, all as required
by The Texas Government Code, Chapter 551 and Sections 49. 063
and 49.064, Texas Water Code, as amended.
PASSED AND APPROVED this day of ,
1998.
President,
Board of Directors
Brazoria County Municipal
Utility District No. 2
ATTEST:
Secretary,
Board of Directors
Brazoria County Municipal
Utility District No. 2
(SEAL)
Exhibit "A" (Refunded Bonds) : See Page of Preliminary
Official Statement
attachments: Paying Agent/Registrar Agreement
Statement of Insurance
Payments Under the Policy
A:\30\REFUNDIN.BC2\ORDAUTH.98 31
PAUL A. PHILBIN & ASSOC., P.C.
PAUL A PHILBIN
Attorneys at Law
6363 Woodway • Ste. 725 • Houston, Texas 77057-1792
(713)783-4120 • FAX (713)783-8812
January 8, 1998
Mr. Paul Grohman, City Manager
City of Pearland
3519 Liberty Drive
Pearland, TX 77581
Dear Paul:
RE: Brazoria County Municipal Utility District No. 2
Proposed Series 1998 Refunding Bonds
I am delivering a request for approval of Brazoria County MUD
No. 2 's Refunding Bonds, Series 1998 in the hopes that the
City might include this on its 1/12/98 agenda along with the
MUD No. 1 and MUD No. 3 Bonds which are scheduled to be on
that agenda. I don't think Craig has discussed this in any
detail with you but the refunding does not extend maturities
and results in about a 5% savings.
We would appreciate anything you can do to get this matter on
the agenda and consolidate all pending approvals.
Thanks,,
Paul A. Philbin
vjw
encs.
HAND DELIVERED
A:\30\REFUNDIN.BC2\PEARCON2.98
1
PAUL A. PHILBIlN & ASSOC., P.C.
PAUL A PHILBIN
Attorneys at Law
6363 Woodway • Ste. 725 • Houston, Texas 77057-1792
(713)783-4120 • FAX(713) 783-8812
January 8, 1998
Mr. Paul Grohman, City Manager
City of Pearland
3519 Liberty Drive
Pearland, TX 77581
Dear Mr. Grohman:
RE: Brazoria County Municipal Utility District No. 2
Proposed Series 1998 Refunding Bonds
Please accept this letter as the formal request of Brazoria
County MUD No. 2 for the City of Pearland's consent for the
issuance of the District's $3,735, 000 Series 1998 Combination
Unlimited Tax and Revenue Bonds. As you know, interest raters
are currently at their historically lowest levels. As �a
result, the District has approved moving forward with an
advance refunding since it will provide cumulative savings oif
approximately $248,000. Also, I would note that the refunding
will not extend the existing debt maturities.
In connection with the request for approval, I have enclosed
herewith a draft copy of the Bond Order which is essentially
the District's resolution or authorizing document for bond
issuance and the Refunding Analysis Savings Report and
attachments as prepared by Mr. Craig Rathmann, the District's
Financial Advisor.
The City's approval relates to the District's compliance with
City Ordinances 411 and 411-1 and the District hereby
certifies that it is in compliance with those Ordinances.
As you also know, refunding transactions are interest ra e
sensitive and the District would respectfully request approval
as soon as possible in order to take advantage of the
prevailing low interest rates. In addition, the exact amount
of the total Refunding Bonds to be issued may vary slightly
from the amount being submitted for approval.
A:\30\REFUNDIN.BC2\PEARCONS.98
Mr. Paul Grohman, City Manager
City of Pearland
Page 2
January 8, 1998
Lastly, in order to avoid any confusion, I would point out
that there are now three separate requests for Bond approval.
These are:
1. Brazoria County MUD No. 1 $2,700,000 Combination
Unlimited Tax and Revenue Bonds, Series 1998 (New
Money)
2 . Brazoria County MUD No. 2 $3,735,000 Refunding
Bonds
3. Brazoria County MUD No. 3 $2, 170,000 Combination
Unlimited Tax and Revenue Bonds, Series 1998 (New
Money)
I understand that MUDS No. 1 & 3 are scheduled for Council
action on January 12, 1998 and it would be very helpful, if
possible, to include the MUD No. 2 refunding in that agenda
also.
Needless to say, the Districts appreciate your assistance in
processing these matters.
Very truly rs,
Paul A. Philbin
Attorney for District
vjw
encs.
cc Mr. Craig Rathmann, Rauscher Pierce Refsnes, Inc.
Mr. Darren Coker, City Legal
DELIVERED BY MESSENGER
A:\30\REFUNDIN.BC2\PEARCONS.98
R. Craig Rathmann
Managing Director
January 22, 1998
BRAZORIA COUNTY MUNICIPAL UTILITY DISTRICT NO. 2
UNLIMITED TAX REFUNDING BONDS, SERIES 1998
12/11/97 1/22/98
Total Savings $248,189 $331,928
Present Value
Savings $176,509 $236,817
Present Value
Savings as
Percentage of
Refunded Par 5.49% 7.37%
Expenses $232,934 $229,614
Brazoria County MUD#2 -
m Refunding Effects
d MBIA Scale-Bank Qualified s;
Less:Debt Service Plus:Series 1998 Refunding Bonds
Year Ending Current Total on Refunded Current Interest Bonds Capital Post Rfndg
12/31 Debt Service Bonds(1) Principal . Interest Appr Bonds Debt Service Savings(2)
' 1998 431,288 111,998 25,000 69,557 413,847 17,441
1999 428,675 223,995 35,000 165,988 405,668 23,007 ,
2000 429,525. 223,995 40,000 164,623 410,153 19,372
2001 429,445 223,995. 40,000 163,023 408,473 20,972 i.
2002 428,565 223,995 45,000 161,403 410,973 17,592
2003 431,865 223,995 45,000 159,558 412,428 19,437 '
2004 428,995 428,995 250,000 157,690 407,690 21,305
2005 430,260 430,260 265,000 147,190 412,190 18,070
2006 430,300 430,300 275,000 135,928 410,928 19,372 7
2007 428,850 428,850 285,000 124,103 409,103 19,747 "
2008 426,350 426,350 295,000 111,705 406,705 19,645
• 2009 427,800 427,800 310,000 98,578 408,578 19,222
2010 427,850 427,850 325,000 84,473 409,473 18,377
2011 426,50{1 426,500 335,000 69,523 404,523 21,977
2012 428,750 428,750 355,000 53,778 408,778 19,972
2013 429,250 429,250 375,000 36,915 411,915 17,335
2014 428,000 428,000 390,000 18,915 408,915 19,085
Totals $7,292,268 $5,944,878 $3,690,000 $1,922,950 $6,960,340 $331,928 P.
(1)-This column only reflects debt payments scheduled after 04/01/1998.
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BRAZMUD2:RUN98 AGG97OLD AGG97REF NEW98 01/22/98 @ 11.
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Brazoria County MUD#2
a Sources& Uses Report
a:
Sources of Funds:
Principal Amount of Current Interest Bonds(CIBs) 3,690,000.00
Total SOURCES of Funds $3,690,000.00 .
Uses of Funds:
Escrow Cost 3,457,424.00
Bond Insurance 44,903.56
Issuance Expenses:
-Underwriter's Discount 107,010.00
-Rating Agency 6,000.00
-Bond Counsel 36,900.00 4
-Structure Fee/CPA 10,000.00 i.
i
-Printing 10,000.00 f
-Trustee 7,000.00 G
-Bond Printing 1,500.00
-Attorney General 800.00 I
-Miscelianous 1,500.00 t
-Underwriter's Counsel 4,000.00 t
Rounding Amount 2,962.44
Total USES of Funds $3,690,000.00
Miscellaneous Refunding Information:
Delivery Date: 04/01/1998
Principal Amount of Bonds Being Refunded 3,215,000.00
Principal Amount of Refunding Bonds 3,690,000.00
Proceeds of Refunding Bonds 3,690,000.00
Rate/Yield on the Refunded Bonds 7.05027263%
"All Costs Included"TIC on the New Issue is 5.34905477%
federal Arbitrage Yield on the New issue is 4.73518506% ,
Yield on Escrow 4.73518149% r
Total Debt Service Savings 331,932.71
Present Value Savings @ 4.73518506% 236,817.29
Total Debt Service Savings as a Percent of
0 Total Debt Service of Refunded Bonds 5.58350799% s
CC �Present Value Savings as.a Percent of J\
Principal Amount of Borids Being Refunded •
7.36601257%
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Brazoria County MUD#2
Ln Dated Date=04/01/1998 Series 1998 Refunding Bonds Delivery Date=04/01/1998 •'
D_ Maturing Coupon Interest Total Fiscal Year
Dates (Trm) Amount Proceeds Rate Yield Price Amount Debt Service Debt Service
09/01/1998 25,000.00 25,000.00 3.800 3.800000 100.000000 69,557.29 64,557.29 94,557.29
03/01/1999 82,993.75 82,993.75
09/01/1999 35,000.00 35,000.00 3.900 3.900000 100.000000 82,993.75 117,993.75 200,987.50
03/01/2000 82,311.25 82,311.25
09/01/2000 40,000.00 40,000.00 4.000 4.000000 100.000000 82,311.25 122,311.25 204,622.50
03/01/2001 81,511.25 81,511.25
09/01/2001 40,000.00 40,000.00 4.050 4.050000 100.000000 81,511.25 121,511.25 203,022.50
03/01/2002 80,701.25 80,701.25
09/01/2002 45,000.00 • 45,000.00 4.100 4.100000 100.000000 80,701.25 125,701.25 206,402.50
03/01/2003 79,778.75 79,778.75
09/01/2003 45,000.00 45,000.00 4.150 4.150000 100.000000 79,778.75 124,778.75 204,557.50
03/012004 78,845.00 78,845.00
09/01/2004 250,000.00 250,000.00 4.200 4.200000 100.000000 78,845.00 328,845.00 407,690.00
03/01/2005 73,595,00 73,595.00
09/01/2005 265,000.00 265,000.00 4.250 4.250000 100.000000 73,595.00 338,595.00 412,190.00
03/01/2006 67,963.75 67,963.75
09/01/2006 275,000.00 275,000.00 4.300 4.300000 100.000000 67,963.75 342,963.75 410,927.50
03/01/2007 62,051.25 62,051.25
09/01/2007 285,000.00 285,000.00 4.350 4.350000 100.000000 62,051.25 347,051.25 409,102.50
03/01/2008 55,852.50 55,852.50
-09/012008 295,000.00 295,000.00 4.450 4.450000 100.000000 55,852.50 350,862.50 406,705.00
03/01/2009 49,288.75 49,288.75
09/01/2009 310,000.00 310,000.00 4.550 4.550000 100.000000 49,288.75 359,288.75 408,577.50
03/01/2010 42,236.25 42,236.25
09/01/2010 325,000.00 325,000.00 4.600 4.600000 100.000000 42,236.25 367,236.25 409,472.50
03/01/2011 34,761.25 34,76125
09/01/2011 335,000.00 335,000.00 4.700 4.700000 100.000000 34,761.25 369,761.25 404,522.50
03/01/2012 26,888.75 26,888.75
09/01/2012 355,000.00 355,000.00 4.750 4.750000 100.000000 26,888.75 381,888.75 408,777.50
03/01/2013 18,457.50 18,457.50
09/01/2013 375,000.00 375,000.00 4.800 4.800000 100.000000 18,457.50 393,457.50 411,915.00
03/01/2014 9,457.50 9,457.50
09/01/2014 390,000.00 390,000.00 4.850 4.850000 100.000000 9,457.50 399,457.50 408,915.00
m $3,690,000.00 $3,690,000.00 $1,922,944.79 $5,612,944.79 $5,612,944.79
CC Acc int
IL Totals $3,690,000.00 $3,690,000.00 $1,922,944.79 $5,612,944.79 $5,612,944.79
'Zlncl.all expenses)....5.34605477% Average Coupon 4.60613160% • NIC(Vernon's)= 4.606132%(with Adjstmnt of$0.00).
TIC(Arbitrage TIC) 4.73518506% Average Life(yrs)... 11.31 IRS Form 8038-G NIC =4.606132%(with Adjstmnt of$0.00).
Bond Years 41,747.50 WAM(yrs) 11.313686 NIC= 4.606132%(with Adjstmnt of$0.00).
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BRAZMUD2:NEW98 01/22/98 @ 11:19
Brazorla County MUD#2 -
w Refunding Analysis Savings Report T
a Dated Date 04/01/1998 Delivery Date 04/01/1998 i
_ a
Maturing Proceeds @ Interest Total Escrowed Yr Begins 01/01 Cumulative PV of Savings
Dates Amount Issue Date Coupon Yield Amount Debt Service Debt Ann Savings Savings(1) 4.73518506%
04/01/1998
09/01/1998 25,000 25,000.00 3.800• 3.800000 69,557.29 94,557.29 111,997.50 17,440.21 17,440.21 17,103.42
03/01/1999 82,993.75 82,993.75 111,997.50 46,443.96 27,785.80 71
09/01/1999 35,000 35,000.00 3.900 3.900000 82,993.75 117,993.75 111,997.50 23,007:50 40,447.71 -5,611.59
03/01/2000 82,311.25 82,311.25 111,997.50 70,133.96 27,139.33 ;
09/01/2000 40,000 40,000.00 4.000 4.000000 82,311.25 122,311.25 111,997.50 19,372.50 59,820.21 -9,210.81 a
03/01/2001 81,511.25 81,511.25 111,997.50 90,306.46 26,596.40 i
09/01/2001 40,000 40,000.00 4.050 4.050000 81,511.25 121,511.25 111,997.50 20,972.50 80,792.71 -8,107.89 1
03/01/2002 80,701.25 80,701.25 111,997.50 112,088.96 26,054.70 4
09/01/2002 45,000 45,000.00 4.100 4.100000 80,701.25 125,701.25 111,997.50 17,592.50 98,385.21 -11,144.76 ;
03/01/2003 79,778.75 79,778.75 111,997.50 130,603.96 25,596.32 1
09/01/2003 45,000 45,000.00 4.150 4.150000 79,778.75 124,778.75 111,997.50 19,437.50 117,822.71 -9,919.27
03/01/2004 78,845.00 78,845.00 111,997.50 150,975.21 25,133.92 J
09/01/2004 250,000 250,000.00 4.200 4.200000 78,845.00 328,845.00 316,997.50 21,305.00 139,127.71 -8,774.21 1
03/01/2005 73,595.00 73,595.00 105,130.00 170,662.71 22,814.54 ,t
09/01/2005 265,000 265,000.00 4.250 4.250000 73,595.00 338,595.00 325,130.00 18,070.00 157,197.71 -9,516.18 )
03/01/2006 67,963.75 67,963.75 97,650.00 186,883.96 20,495.06
09/01/2006 275,000 275,000.00 4.300 - 4.300000 67,963.75 342,963.75 332,650.00 19,372.50 176,570.21 -6,955.82
03/01/2007 62,051.25 62,051.25 89,425.00 203,943.96 18,034.46
09/01/2007 285,000 285,000.00 4.350 4.350000 62,051.25 347,051.25 339,425.00 19,747.50 196,317.71 -4,908.15
03/01/2008
55,852.50 55,852.50 80,675.00 221,140.21 15,605.92 t
09/01/2008 295,000 295,000.00 4.450 4.450000 55,852.50 350,852.50 345,675.00 19,645.00 215,962.71 -3,179.81
03/01/2009 49,288.75 49,288.75 71,400.00 238,073.96 13,265.76 1
09/01/2009 310,000 310,000.00 4.550 4.550000 49,288.75 359,288.75 356,400.00 19,222.50 235,185.21 -1,693.04 I
03/01/2010 42,236.25 42,236.25 61,425.00 254,373.96 10,986.03 i,
09/01/2010 325,000 325,000.00 4.600 4.600000 42,236.25 367,236.25 366,425.00 18,377.50 253,562.71 -453.72 I
03/01/2011 34,761.25 34,761.25 50,750.00 269,551.46 8,735.41 1
09/01/2011 335,000 335,000.00 4.700 4.700000 34,761.25 369,761.25 375,750.00 21,977.50 275,540.21 3,196.26
03/01/2012 26,888.75 26,888.75 39,375.00 288,026.46 6,509.93
09/01/2012 355,000 355,000.00 4.750 4.750000 26,888.75 381,888.75 389,375.00 19,972.50 295,512.71 3,812.82
03/01/2013 18,457.50 18,457.50 27,125.00 304,180,21 4,312.34
2 09/01/2013 375,000 375,000.00 4.800 4.800000 18,457.50 393,457.50 402,125.00 17,335.00 312,847.71 4,212.60
0 03/01/2014 9,457.50 9,457.50 14,000.00 317,390.21 2,156.70
L. 09/01/2014 390,000 390,000.00 4.850 4.850000 9,457.50 399,457.50 414,000.00 19,085.00 331,932.71 6,744.82
$3,690,000 $3,690,000.00 $1,922,944.79 $5,812,944.79 $5,944,877.50 $331,932.71 $236,817.29
d •
Acc Int
a_ TOTALS $3,690,000 $3,690,000.00 $1,922,944.79 $5,612,944.79. $5,944,877.50 $331,932.71 $236,817.29 ,
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Brazoria County MUD#2
N Escrow Sufficiency&Balance Report
a
Escrow Settlement Date Is 04/01/1998
Proceeds from Less Amts to Plus Maturing Adjusted Proceeds from
Original be Invested Amts Invested Proceeds from Present Value 'Other' Old D/S Escrow Escrow
Dates Restricted Esc in 0%SLGs In 0%SLGs Rstrct'd Esc a@ 4.73518149% Investments Requirement New Balance Old Balance
04/01/1998 0.00 0.00 0.00 0.00 0.00 0.00 0.00 1.00 1.00
09/01/1998 111,998.29 0.00 0.00 111,998.29 109,835.48 0.00 111,997.50 1.79 1.79 ;
03/01/1999 111,997.69 0.00 0.00 111,997.69 107,294.60 0.00 111,997.50 1.98 1.98 a
09/01/1999 111,996.96 0.00 0.00 111,996.96 104,812.37 0.00 111,997.50 1.44 1.44
03/01/2000 . 111,997.74 0.00 0.00 111,997.74 102,388.95 .0.00 111,997.50 1.68 1.68 3
09/01/2000 111,997.80 0.00 0.00 111,997.80 100,020.92 0.00 111,997.50 1.98 1.98 )
03/01/2001 111,997.25 0.00 0.00 111,997.25 97,707.12 0.00 111,997.50 1.73 1.73
09/01/2001 3,326,996.80 0.00 0.00 3,326,996.80 2,835,363.57 0.00 3,326,997.50 1.03 1.03
Totals $3,998,982.53 $0.00 $0.00 $3,998,982.53 $3,457,423.00 $0.00 $3,998,982.50
Cost of SLG Securities $3,457,423.00 Escrow Arbitrage YLD after Reinvestment in 0%SLGs 4.73518149% «
Cost of'Other'Restricted Investments $0.00 SLG Rates Were Taken From SLG Table Dated 01/21/1998 i
Escrow Starting Balance $1.00 ,
Total Escrow Cost... $3,457,424.00
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Brazorla County MUD#2
co U.S.Treasury SLG Investments
0 Escrow Settlement Date Is 04/01/1998
. Payment SLG SLG Rates Total Receipts PV'd SLG Rates
Dates Principal Subscribed Interest SLG Receipts @ 4.73518149% From Table
04/01/1998 0.000000 0.00 0.00 0.00 0.000000
09/01/1998 45,002 1.250800 66,996.29 111,998.29 109,835.48 5.140000
03/01/1999 30,273 5.190000 81,724.69 111,997.69 107,294.60 5.190000
09101/1999 31,710 5.230000 80,286.96 111,996,96 104,812.37 5.230000
03/01/2000 32,540 5.310000 79,457.74 111,997.74 102,388.95 5.310000
09/01/2000 33,404 5.320000 78,593.80 111,997.80 100,020.92 5.320000
03/01/2001 34,292 5.310000 77,705.25 111,997.25 97,707.12 5.310000
09/01/2001 2,887,100 5.319857 76,794.80 2,963,894.80 2,525,917.47 5.320000
09/01/2001 363,102 0.000000 0.00 363,102.00 309,446.10 5.320000
Totals $3,457,423 $541,559.53 $3,998,982.53 $3,457,423.00 •
SLG Rates were taken from a SLG table dated 01/21/1998
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Brazorla County MUD#2 -
Dated Date=10/01/1996 Series 1992 REF Bonds to Delivery Date=10/01/1996 -
Refund
0
Maturing Coupon Interest Total Fiscal Year Debt Service
Dates (Trm) Amount Proceeds Rate Yield Price Amount Debt Service Debt Service to Call
Th3/01/1997 93,331.25 93,331.25 93,331.25
09/01/1997 111,997.50 111,997.50 205,328.75 111,997.50
03/01/1998 111,997.50 111,997.50 111,997.50
09/01/1998 111,997.50 111,997.50 223,995.00 111,997.50
03/01/1999 111,997.50 111,997.50 111,997.50
09/01/1999 6.100 6.100000 100.000000 111,997.50 111,997.50 223,995.00 111,997.50
03/01/2000 111,997.50 111,997.50 111,997.50
09/01/2000 6.300 6.300000 100.000000 111,997.50 111,997.50 223,995.00 111,997.50
03/01/2001 111,997.50 111,997.50 111,997.50
09/01/2001 _ 6.400 6.400000 100.000000 111,997.50 111,997.50 223,995.00 3,326,997.50 ,
-03/01/2002 111,997.50 111,997.50
09/01/2002 • 6.500 6.500000 100.000000 111,997.50 111,997.50 223,995.00
03/01/2003 111,997.50 111,997.50
09/01/2003 • 6.600 6.600000 100.000000 111,997.50 111,997.50 223,995.00
03/01/2004 111,997.50 111,997.50
09/01/2004 205,000.00 * 205,000.00 6.700 6.700000 100.000000 111,997.50 316,997.50 428,995.00
03/01/2005 105,130.00 105,130.00
09/01/2005 220,000.00 * 220,000.00 6.800 6.800000 100.000000 105,130.00 325,130.00 430,260.00
03/01/2006 97,650.00 97,650.00
09/01/2006 235,000.00 * 235,000.00 7.000 7.000000 100.000000 97,650.00 , .332,650.00 430,300.00
03/01/2007 89,425.00 89,425.00
09/01/2007 250,000.00 * 250,000.00 7.000 7.000000 100.000000 89,425.00 339,425.00 428,850.00
03/01/2008 80,675.00 80,675.00
09/01/2008 265,000.00 * 265,000.00 7.000 7.000000 100.000000 80,675.00 345,675.00 426,350.00 .
03/01/2009 71,400.00 71,400.00
09/01/2009 285,000.00 * 285,000.00 7.000 7.000000 100.000000 71,400.00 356,400.00 427,800.00
03/01/2010 61,425.00 61,425.00 •
09/01/2010 305,000.00 * 305,000.00 7.000 7.000000 100.000000 61,425.00 366,425.00 427,850.00
03/01/2011 50,750.00 50,750.00
09/01/2011 325,000.00 * 325,000.00 7.000 7.000000 100.000000 . 50,750.00 375,750.00 426,500.00
03/01/2012 39,375.00 39,375.00
09/01/2012 350,000.00 * 350,000.00 7.000 7.000000 100.000000 39,375.00 389,375.00 428,750.00
03/01/2013 27,125.00 27,125.00
p 09/01/2013 375,000.00 ' 375,000.00 7.000 7.000000 100.000000 27,125.00 402,125.00 429,250.00
CC 03/01/2014 14,000.00 14,000.00
09/01/2014 400,000.00 * 400,000.00 7.000 7.000000 100.000000 14,000.00 414,000.00 428,000.00
$3,215,000.00 $3,216,000.00 $3,047,203.75 $6,262,203.76 $6,262,203,75 $4,316,308.75.
2 Acc Int
Totals $3,215,000.00 $3,215,000.00 $3,047,203.75 $6,262,203.75 $6,262,203.75 $4,316,308.75
m *-Bonds•callable Q 100.000 on 09/01/2001
N TIC(Incl.all expenses)....6.97702170% Average Coupon 6.97986104% NIC(Vernon's)= 6.979861%(with Adjstmnt of$0.00).
TIC(Arbitrage TIC) 6.97702170% Average Life(yrs)... 13.58 IRS Form 8038-G MC =6.979861%(with Adjstmnt of$0.00).
c0 Bond Years 43,657.08 WAM(yrs) 13.579186 NIC= 6.979861%(with Adjstmnt of$0.00). -
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I BRAZMUD2:OLD92R 01/22/98 @ 11:20
Brazoria County MUD#2
m Issuance Expenses for NEW98
d Expenses for NEW97
Expense Raises Exp has no Affect
Expense Title Type Units Arb Yield on Arb Yield Total
Underwriter's Discount V 29.000000 0.00 107,010.00 107,010.00
Rating Agency F 6,000.00 0.00 6,000.00 6,000.00
Bond Counsel V 10.000000 0.00 36,900.00 36,900.00
Structure Fee/CPA F 10,000.00 0.00 10,000.00 10,000.00
Printing F 10,000.00 0.00 10,000.00 10,000.00
Trustee F 7,000.00 0.00 7,000.00 7,000.00 .
Bond Printing F 1,500.00 0.00 1,500.00 1,500.00
Attorney General F 800.00 0.00 800.00 800.00 j
Miscellanous F 1,500.00 0.00 1,500.00 1,500.00
Underwriter's Counsel F 4,000.00 0.00 4,000.00 4,000.00
Insurance Counsel F 0.00 0.00 0.00 0.00
Bond Insurance D 8.000000 44,903.56 0.00 44,903.56 : '1
Totals $44,903.56 $184,710.00 8229,613.58
Type: F-Fixed Expense
V-Variable Expense Based on Issue Size '
D-Variable Expense Based on Total Debt Service
E-:Variable Expense Based on Total Debt Service Less Accrued Interest
R.Variable Expense Based on Reserve Fund Requirement •
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BRAZMUD2:EXP98 01/22/98 @ 11:19 •
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