This Preliminary Official Statement and the information contained herein are subject to completion or amendment. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of any jurisdiction. costs ofissuancetheLimitedTaxBonds. equip buildingsorroomsforthehousingofoffices,courts,records orequipment,fortheconductingofotherpublicbusinessand(ii)pay Bonds –TheFloodControlRefundedBonds.”LimitedTax arebeingissuedto(i)purchase,construct,reconstruct,improve,and/or Control RefundedBonds”),and(iii)paythecostsassociatedwith the issuanceofFloodControlBonds.See“AppendixB-2–TheRefunded Limited TaxFloodControlBonds,Series2009C-2(BuildAmerica Bonds), asmorefullydescribedinAppendixB-2attachedhereto(the“Flood construct, extend,maintain,orimproveaseawall,breakwater,levee, floodwayand/ordrainway,(ii)refundcertainoftheCounty’soutstanding See “AppendixB-1–TheRefundedBondsUnlimitedTax Refunded Bonds.”TheFloodControlBondsarebeing used to(i)establish, described inAppendixB-1attachedhereto(the“UnlimitedTaxRefunded Bonds”),and(iii)paythecostsofissuanceUnlimitedTaxBonds. and turnpikes,(ii)torefundcertainoftheCounty’soutstandingUnlimited TaxRoadBonds,Series2009A(BuildAmericaBonds),asmorefully remit suchprincipalandinteresttotheBeneficialOwnersofBonds.(See“THEBONDS–Book-EntryOnlySystem”herein). for theBonds(the“PayingAgent/Registrar”),toDTC,whichwillinturnremitsuchprincipalandinterestitsparticipants, will inturn the Bonds,principalofandinterestonBondswillbepayablebyU.S.BankNationalAssociation,Houston,Texas,aspayingagent/registrar receive physicaldeliveryofBondsrepresentingtheirinterestinthepurchased.SolongasDTCoritsnomineeisregistered ownerof available forpurchaseintheprincipalamountof$5,000oranyintegralmultiplethereof.PurchasersBonds(“BeneficialOwners”) willnot Depository TrustCompany,NewYork,York(“DTC”).DTCwillactassecuritiesdepository.Book-entryinterestsintheBonds bemade be issuedasfullyregisteredobligationsinbook-entryformonlyandwhenwillthenameofCede&Co.,nominee ofThe commencing August1,2018,andwillbecalculatedonthebasisofa360-dayyearcomposedtwelve30-daymonths.Thedefinitive Bondswill BONDS –SecurityforPayment”and“COUNTYDEBTTaxRateLimitations”herein) annual ad valorem property tax levied, within the limits prescribed by law, against all taxable property located within the County. (See “THE County. PrincipalofandinterestontheFloodControlBondsLimitedTaxispayablefromproceedsacontinuing, direct a continuing,directannualadvalorempropertytaxlevied,withoutlimitastorateoramount,againstalltaxablelocated withinthe Tax OrderandtheUnlimitedOrder,“Order”). Order (the“LimitedTaxPricingCertificate,”andtogetherwiththeLimitedBondOrder,Order”)(collectively, the Limited Tax BondOrderandapricingcertificateexecutedbytheCountyJudgepursuanttoauthoritydelegatedhimunderLimited TaxBond including particularlyArticleVIII,Section9oftheTexasConstitutionandChapters13711473,GovernmentCode, Limited Bond Order,the“FloodControlOrder”).TheLimitedTaxBondsareissuedpursuanttoConstitutionandgenerallawsofState ofTexas, to theauthoritydelegatedhimunder Limited TaxBondOrder(the“FloodControl Pricing Certificate,” and togetherwiththeLimitedTax Flood ControlBondsandtheLimitedTax(the“LimitedBondOrder”)apricingcertificateexecutedbyCountyJudge pursuant Code, Chapter1207,TexasGovernmentandanorderadoptedbytheCommissionersCourtofCountyauthorizingissuance ofthe general lawsoftheStateTexas,includingparticularly,ArticleXI,Section7TexasConstitution,Chapter571,LocalGovernment together withtheUnlimitedTaxBondOrder,“UnlimitedOrder”).TheFloodControlBondsareissuedpursuanttoConstitution and the CountyJudgepursuanttoauthoritydelegatedhimunderUnlimitedTaxBondOrder(the“UnlimitedPricingCertificate,” and Court oftheCountyauthorizingissuanceUnlimitedTaxBonds(the“UnlimitedBondOrder”)andapricingcertificateexecutedby III, Section 52 of the Texas Constitution, Chapters 1207, 1371 and 1471, Texas Government Code, and an order adopted by the Commissioners “Bonds”). TheUnlimitedTaxBondsareissuedpursuanttotheConstitutionandgenerallawsofStateTexas,includingparticularlyArticle Tax CountyBuildingBonds,Series2017A(the“LimitedBonds,”collectivelywiththeUnlimitedBondsandFloodControl Bonds”), its$14,070,000*LimitedTaxFloodControlandRefundingBonds,Series2017(the“Flood$8,315,000* * Preliminary, subjecttochange. Interest AccruedDate:DateofDelivery including thealternativeminimumtaxconsequencesforcorporations. the alternative minimumtaxable income of individuals. See “TAX MATTERS” herein for a discussion of the opinion of Bond Counsel, for federalincometaxpurposesunderexistinglaw,subjecttomattersdescribed“TAXMATTERS”herein,andisnotincludablein NEW ISSUE- is expectedthattheBondswillbe availablefordeliverythroughDTConoraboutDecember28,2017 (the“DateofDelivery”). matters willbepasseduponforthe UnderwritersbyAllenBooneHumphriesRobinsonLLP,Houston, Texas,ascounseltotheUnderwriters.It Houston, Texas,BondCounsel.Certain matterswillbepasseduponbyBracewellLLP,Houston,Texas, asSpecialDisclosureCounsel.Certain to theapprovingopinionofAttorney GeneraloftheStateTexasandapprovalcertainlegal mattersbyAndrewsKurthKenyonLLP, FTN F AND REFUNDING In theopinionofAndrewsKurthKenyonLLP,Houston,Texas,BondCounsel,interestonBondsisexcludablefromgrossincome The Unlimited Tax Bonds are being issued to (i) construct, purchase, maintain and/or operate macadamized, graveled and paved roads ofeach year, Interest on the Bondswill accrue from Date of Delivery (asdefined below) and willbe payableFebruary1 and August 1 The BondsaredirectobligationsoftheCounty.PrincipalandinterestonUnlimitedTaxispayablefromproceeds of Galveston County,Texas(the“County”)isissuingits$77,405,000*UnlimitedTaxRoadandRefundingBonds,Series2017“Unlimited The Bondsareofferedfordelivery, when,asandifissuedreceivedbytheunderwriterslistedbelow (the“Underwriters”)andsubject UNLIMITED TAXROAD inancial SERIES 2017 $77,405,000* B OOK-ENTRY-ONLY C apital B ONDS, M
MATURITY SCHEDULE–SEEPAGESii,iii,andivHEREIN arkets
PRELIMINARY OFFICIAL STATEMENT GALVESTON COUNTY, TEXAS LIMITED TAXFLOODCONTROL CUSIP Prefix:364195 AND REFUNDING D ated H illtop R aymond SERIES 2017 $14,070,000* :D ecem S ecurities J b
ames er B 1, 2017 ONDS, Due: February1,asshownonpagesii,iii,andivherein E strada
H LIMITED TAXCOUNTY inojosa B UILDING SERIES 2017A $8,315,000* & C (See “RATINGS”herein) Ratings: Fitch:“___” B ompany ONDS, Moody’s: “___” , I nc .
$77,405,000* GALVESTON COUNTY, TEXAS UNLIMITED TAX ROAD AND REFUNDING BONDS, SERIES 2017
CUSIP Prefix(c) 364195
Stated Maturity(a) Principal Interest Initial Reoffering CUSIP (February 1) Amount Rate Price/Yield(b) Suffix(c) 2019 $ % % 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038
* Preliminary, subject to change. (a) The Unlimited Tax Bonds maturing on and after February 1, 202_, are subject to redemption at the option of the County on February 1, 202_ or any date thereafter in whole or in part, in principal amounts of $5,000 or any integral multiple thereof, at a redemption price of par plus accrued interest to the date fixed for redemption, as further described herein. (See “THE BONDS - Redemption Provisions” herein). (b) The initial reoffering prices or yields on the Unlimited Tax Bonds are furnished by the Underwriters and represent the initial offering prices or yields to the public, which may be changed by the Underwriters at any time. (c) CUSIP numbers are included solely for the convenience of owners of the Unlimited Tax Bonds. CUSIP is a registered trademark of the American Bankers Association. CUSIP data herein is provided by CUSIP Global Services, managed by S&P Global Market Intelligence on behalf of The American Bankers Association. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP services. CUSIP numbers are provided for a convenience of reference only. The County, the Financial Advisor and the Underwriters take no responsibility for the accuracy of such numbers.
ii
$14,070,000* GALVESTON COUNTY, TEXAS LIMITED TAX FLOOD CONTROL AND REFUNDING BONDS, SERIES 2017
CUSIP Prefix(c) 364195
Stated Maturity(a) Principal Interest Initial Reoffering CUSIP (February 1) Amount Rate Price/Yield(b) Suffix(c) 2019 $ % % 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038
* Preliminary, subject to change. (a) The Flood Control Bonds maturing on and after February 1, 202_, are subject to redemption at the option of the County on February 1, 202_ or any date thereafter in whole or in part, in principal amounts of $5,000 or any integral multiple thereof, at a redemption price of par plus accrued interest to the date fixed for redemption, as further described herein. (See “THE BONDS - Redemption Provisions” herein). (b) The initial reoffering prices or yields on the Flood Control Bonds are furnished by the Underwriters and represent the initial offering prices or yields to the public, which may be changed by the Underwriters at any time. (c) CUSIP numbers are included solely for the convenience of owners of the Flood Control Bonds. CUSIP is a registered trademark of the American Bankers Association. CUSIP data herein is provided by CUSIP Global Services, managed by S&P Global Market Intelligence on behalf of The American Bankers Association. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP services. CUSIP numbers are provided for a convenience of reference only. The County, the Financial Advisor and the Underwriters take no responsibility for the accuracy of such numbers.
iii
$8,315,000* GALVESTON COUNTY, TEXAS LIMITED TAX COUNTY BUILDING BONDS, SERIES 2017A
CUSIP Prefix(c) 364195
Stated Maturity(a) Principal Interest Initial Reoffering CUSIP (February 1) Amount Rate Price/Yield(b) Suffix(c) 2019 $ % % 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038
* Preliminary, subject to change. (a) The Limited Tax Bonds maturing on and after February 1, 202_, are subject to redemption at the option of the County on February 1, 202_ or any date thereafter in whole or in part, in principal amounts of $5,000 or any integral multiple thereof, at a redemption price of par plus accrued interest to the date fixed for redemption, as further described herein. (See “THE BONDS - Redemption Provisions” herein). (b) The initial reoffering prices or yields on the Limited Tax Bonds are furnished by the Underwriters and represent the initial offering prices or yields to the public, which may be changed by the Underwriters at any time. (c) CUSIP numbers are included solely for the convenience of owners of the Limited Tax Bonds. CUSIP is a registered trademark of the American Bankers Association. CUSIP data herein is provided by CUSIP Global Services, managed by S&P Global Market Intelligence on behalf of The American Bankers Association. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP services. CUSIP numbers are provided for a convenience of reference only. The County, the Financial Advisor and the Underwriters take no responsibility for the accuracy of such numbers.
iv
COUNTY OFFICIALS
Elected Officials Commissioners Court
Mark Henry County Judge Darrell Apffel Commissioner, Precinct 1 Joe Giusti Commissioner, Precinct 2 Stephen D. Holmes Commissioner, Precinct 3 Ken Clark Commissioner, Precinct 4
Other Elected and Appointed Officials
Name Position
David M. Delac Chief Financial Officer Cheryl E. Johnson Tax Assessor – Collector Kevin C. Walsh, C.P.A. County Treasurer Randall Rice, C.P.A. County Auditor Bob Boemer Legal Director Dwight Sullivan County Clerk
Consultants and Advisors Auditors ...... Patillo, Hill and Brown LLP Waco, Texas
Bond Counsel ...... Andrews Kurth Kenyon LLP Houston, Texas
Special Disclosure Counsel...... Bracewell LLP Houston, Texas
Financial Advisor ...... Hutchinson, Shockey, Erley & Co. Houston, Texas
For additional information regarding the County, please contact:
Mr. David M. Delac Mr. James Niederle Chief Financial Officer Financial Advisor Galveston County, Texas Hutchinson, Shockey, Erley & Co. 722 Moody, 3rd Floor 4545 Post Oak Place, Suite 215 Galveston, Texas 77550 Houston, Texas 77027 Phone: (409) 770-5545 (713) 429-5898 Phone [email protected]
v
USE OF INFORMATION IN THE OFFICIAL STATEMENT
For purposes of compliance with Rule 15c2-12 of the United States Securities and Exchange Commission, as amended (the “Rule”), this document constitutes an Official Statement of the County with respect to the Bonds that has been “deemed final” by the County as of its date except for the omission of no more than the information permitted by the Rule. No dealer, broker, salesman, or other person has been authorized to give any information, or to make any representation 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, the Financial Advisor, or the Underwriters. This Official Statement does not constitute 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. The information set forth or included in this Official Statement has been provided by the County and from other sources believed by the County to be reliable. The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale hereunder shall create any implication that there has been no change in the financial condition or operations of the County described herein since the date hereof. This Official Statement contains, in part, estimates and matters of opinion that are not intended as statements of fact, and no representation or warranty is made as to the correctness of such estimates and opinions or that they will be realized. The Underwriters have provided the following sentence for inclusion in this Official Statement. The Underwriters have reviewed the information in this Official Statement in accordance with, and as part of, their responsibilities to investors under federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such information. NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE BONDS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. NEITHER THE COUNTY, THE FINANCIAL ADVISOR, THE UNDERWRITERS, SPECIAL DISCLOSURE COUNSEL, NOR BOND COUNSEL MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE INFORMATION CONTAINED IN THIS OFFICIAL STATEMENT REGARDING DTC OR ITS BOOK-ENTRY ONLY SYSTEM. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. THE COVER PAGE CONTAINS CERTAIN INFORMATION FOR GENERAL REFERENCE ONLY AND IS NOT INTENDED AS A SUMMARY OF THIS OFFERING. INVESTORS SHOULD READ THIS ENTIRE OFFICIAL STATEMENT, INCLUDING THE ATTACHED APPENDICES, TO OBTAIN INFORMATION ESSENTIAL TO MAKING AN INFORMED INVESTMENT DECISION. THE BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, IN RELIANCE UPON EXEMPTION CONTAINED IN SUCH ACT. THE REGISTRATION OR QUALIFICATION OF THE OBLIGATIONS IN ACCORDANCE WITH APPLICABLE PROVISIONS OF SECURITIES LAW OF THE STATES IN WHICH THE BONDS HAVE BEEN REGISTERED OR QUALIFIED AND THE EXEMPTION FROM REGISTRATION OR QUALIFICATION IN OTHER STATES CANNOT BE REGARDED AS A RECOMMENDATION THEREOF. THIS OFFICIAL STATEMENT CONTAINS “FORWARD-LOOKING” STATEMENTS WITHIN THE MEANING OF SECTION 21E OF THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED. SUCH STATEMENTS MAY INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE THE ACTUAL RESULTS, PERFORMANCE AND ACHIEVEMENTS TO BE DIFFERENT FROM THE FUTURE RESULTS, PERFORMANCE AND ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED THAT THE ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE SET FORTH IN THE FORWARD LOOKING STATEMENTS. References to web site addresses presented herein are for informational purposes only and may be in the form of a hyperlink solely for the reader’s convenience. Unless specified otherwise, such web sites and the information or links contained therein are not incorporated into, and are not part of, this offering document.
vi
TABLE OF CONTENTS
USE OF INFORMATION IN THE OFFICIAL County Characteristics ...... 25 STATEMENT ...... vi Table 10 - Galveston County Census Data ...... 25 SELECTED DATA FROM THE OFFICIAL STATEMENT 1 Risk of Damage to the County Caused by Weather Events INTRODUCTORY STATEMENT ...... 4 and the Impact of Hurricane Ike ...... 25 PLAN OF FINANCING...... 4 Impact of Hurricane Harvey ...... 26 Purpose...... 4 INVESTMENTS ...... 27 The Refunded Bonds ...... 5 Legal Investments ...... 27 SOURCES AND USES OF FUNDS ...... 6 Investment Policies ...... 28 THE BONDS ...... 7 Additional Provisions ...... 28 General ...... 7 Table 9 - Distribution of County Investable Funds ..... 29 Authority for Issuance ...... 7 Employment in the County ...... 29 Paying Agent/Registrar ...... 7 Table 11 - Top Principal Employers ...... 29 Transfer, Exchange and Registration ...... 7 Table 12 - Employment Statistics ...... 29 Record Date for Interest Payment ...... 8 Tourism throughout Galveston County ...... 30 Security for Payment ...... 8 Galveston Wharves ...... 30 Book-Entry Only System...... 8 Table 13 - Total Tonnage Handled by Facilities Owned by Redemption Provisions ...... 10 Galveston Wharves ...... 30 Payment Record ...... 10 Port of Texas City ...... 30 Legality ...... 10 Education ...... 30 Defeasance ...... 11 Cruise Lines ...... 30 Default and Remedies ...... 11 Administration of the County ...... 31 DEBT SERVICE REQUIREMENTS ...... 12 Table 14 - Statement of Revenues, Expenditures and Table 1 – Pro Forma Debt Service Schedule ...... 12 Changes in Fund Balance ...... 32 COUNTY DEBT ...... 13 TAX MATTERS ...... 33 General ...... 13 Tax Exemption ...... 33 Table 2 – Indebtedness ...... 13 Proposed Tax Legislation ...... 33 Other Bonds ...... 14 TAX ACCOUNTING TREATMENT OF ORIGINAL ISSUE Table 3 - Summary of Outstanding Bonds ...... 14 DISCOUNT BONDS ...... 34 Future Borrowing ...... 14 TAX ACCOUNTING TREATMENT OF ORIGINAL ISSUE Tax Rate Limitations ...... 14 PREMIUM BONDS ...... 34 TAX PROCEDURES ...... 15 LEGAL INVESTMENTS AND ELIGIBILITY TO SECURE Property Tax Code and County-Wide Appraisal District PUBLIC FUNDS IN TEXAS ...... 35 ...... 15 REGISTRATION AND QUALIFICATION OF BONDS FOR Property Subject to Taxation ...... 15 SALE ...... 35 Valuation of Property for Taxation ...... 16 EFFECTS OF SEQUESTRATION ON CERTAIN Residential Homestead Exemptions ...... 17 OBLIGATIONS ...... 35 Freeport Property and Goods-In-Transit ...... 17 LEGAL MATTERS ...... 36 Tax Abatement ...... 18 RATINGS ...... 36 Pollution Control ...... 18 LITIGATION ...... 37 Collections, Penalty and Interest...... 18 UNDERWRITERS ...... 37 Tax Liens ...... 18 VERIFICATION OF ACCURACY OF MATHEMATICAL COUNTY AD VALOREM TAXES ...... 20 COMPUTATIONS ...... 37 Table 4 - County Ad Valorem Tax Rates...... 20 FINANCIAL ADVISOR ...... 37 Table 5 – Tax Levies and Collection Rates(1) ...... 20 FINANCIAL STATEMENTS ...... 38 Table 6 - Principal Taxpayers ...... 21 CONTINUING DISCLOSURE OF INFORMATION ...... 38 COUNTY NET AD VALOREM TAX DEBT ...... 22 Annual Reports ...... 38 Payment Record ...... 22 Material Events Notices ...... 38 Table 7 - Ad Valorem Tax Debt Ratios ...... 22 Limitations and Amendments ...... 39 Estimated County-wide and Overlapping Ad Valorem Compliance with Prior Undertakings ...... 39 Tax Debt ...... 22 FORWARD LOOKING STATEMENTS DISCLAIMER . 39 Table 8 - Estimated Overlapping Debt Statement ...... 23 UPDATING OF OFFICIAL STATEMENT ...... 40 THE COUNTY ...... 25 CONCLUDING STATEMENT ...... 40
Excerpts from Galveston County’s Audited Financial Statements for the Fiscal Year ended September 30, 2016 ...... Appendix A The Refunded Bonds ...... Appendix B Form of Legal Opinions of Bond Counsel ...... Appendix C
vi
[THIS PAGE INTENTIONALLY LEFT BLANK] SELECTED DATA FROM THE OFFICIAL STATEMENT
The selected data is subject in all respects to the more complete information and definitions contained or incorporated in this Official Statement. The offering of the Bonds to potential investors is made only by means of this entire Official Statement. No person is authorized to detach this page from this Official Statement or to otherwise use it without the entire Official Statement. The County Galveston County, Texas (the “County”) is located on the Texas Gulf Coast and is traversed by Interstate Highway 45, State Highways 3, 6 and 146 and four Farm-to-Market Roads. The economy is based on manufacturing, shipping, mineral production, tourism, education, medical research, and commercial fishing. The Bonds The $77,405,000* Galveston County, Texas Unlimited Tax Road and Refunding Bonds, Series 2017 (the “Unlimited Tax Bonds”) are issued as serial bonds maturing on February 1 in the years 2019 through and including 2038. (See “THE BONDS - General” herein). The $14,070,000* Galveston County, Texas Limited Tax Flood Control and Refunding Bonds, Series 2017 (the “Flood Control Bonds”) are issued as serial bonds maturing on February 1 in the years 2019 through and including 2038. (See “THE BONDS - General” herein). The $8,315,000* Galveston County, Texas Limited Tax County Building Bonds, Series 2017A (the “Limited Tax Bonds”) are issued as serial bonds maturing on February 1 in the years 2019 through and including 2038. (See “THE BONDS - General” herein). Paying Agent/Registrar The initial paying agent/registrar for the Bonds is U.S. Bank National Association, Houston, Texas (the “Paying Agent/Registrar”). Authority for Issuance The Unlimited Tax Bonds are issued pursuant to the Constitution and general laws of the State of Texas, including particularly Article III, Section 52 of the Texas Constitution, Chapters 1207, 1371 and 1471, Texas Government Code, and an order adopted by the Commissioners Court of the County authorizing the issuance of the Unlimited Tax Bonds (the “Unlimited Tax Bond Order”) and a pricing certificate executed by the County Judge pursuant to the authority delegated to him under the Unlimited Tax Bond Order (the “Unlimited Tax Pricing Certificate,” and together with the Unlimited Tax Bond Order, the “Unlimited Tax Order”). The Flood Control Bonds are issued pursuant to the Constitution and general laws of the State of Texas, including particularly, Article XI, Section 7 of the Texas Constitution, Chapter 571, Texas Local Government Code, Chapter 1207, Texas Government Code, and an order adopted by the Commissioners Court of the County authorizing the issuance of the Flood Control Bonds and the Limited Tax Bonds (the “Limited Tax Bond Order”) and a pricing certificate executed by the County Judge pursuant to the authority delegated to him under the Limited Tax Bond Order (the “Flood Control Pricing Certificate,” and together with the Limited Tax Bond Order, the “Flood Control Order”) (collectively, the Limited Tax Order and the Unlimited Tax Order, the “Order”). The Limited Tax Bonds are issued pursuant to the Constitution and general laws of the State of Texas, including particularly Article VIII, Section 9 of the
* Preliminary, subject to change.
1
Texas Constitution and Chapters 1371 and 1473, Texas Government Code, and the Limited Tax Bond Order and a pricing certificate executed by the County Judge pursuant to the authority delegated to him under the Limited Tax Bond Order (the “Limited Tax Pricing Certificate,” and together with the Limited Tax Bond Order, the “Limited Tax Order”). Security for the Bonds The Unlimited Tax Bonds are payable from the proceeds of a continuing, direct annual ad valorem property tax levied, without limit as to rate or amount, against all taxable property located within the County. (See “THE BONDS – Security for Payment” and “COUNTY DEBT - Tax Rate Limitations” herein). The Flood Control Bonds and the Limited Tax Bonds are payable from the proceeds of a continuing, direct annual ad valorem property tax levied, within the limits prescribed by law, against all taxable property located within the County. (See “THE BONDS – Security for Payment” and “COUNTY DEBT - Tax Rate Limitations” herein). Redemption Provisions The Bonds maturing on and after February 1, 202_, are subject to redemption at the option of the County on February 1, 202_, or any date thereafter, in whole or in part, in principal amounts of $5,000 or any integral multiple thereof, at the redemption price of par plus accrued interest, as further described herein. (See “THE BONDS – Redemption Provisions” herein.) Tax Matters In the opinion of Bond Counsel, interest on the Bonds is excludable from gross income for federal income tax purposes under existing law, subject to matters described under “TAX MATTERS” herein, and is not includable in the alternative minimum taxable income of individuals. See “TAX MATTERS” for a discussion of the opinion of Bond Counsel, including the alternative minimum tax consequences for corporations. Use of Bond Proceeds The Unlimited Tax Bonds are being issued to (i) construct, purchase, maintain and/or operate macadamized, graveled and paved roads and turnpikes, (ii) refund certain of the County’s outstanding Unlimited Tax Road Bonds, Series 2009A (Build America Bonds), as more fully described in Appendix B-1 attached hereto (the “Unlimited Tax Refunded Bonds”), and (iii) pay the costs of issuance of the Unlimited Tax Bonds. See “Appendix B-1 – The Refunded Bonds – The Unlimited Tax Refunded Bonds.” The Flood Control Bonds are being used to (i) establish, construct, extend, maintain, or improve a seawall, breakwater, levee, floodway and/or drainway, (ii) refund certain of the County’s outstanding Limited Tax Flood Control Bonds, Series 2009C-2 (Build America Bonds), as more fully described in Appendix B-2 attached hereto (the “Flood Control Refunded Bonds”), and (iii) pay the costs associated with the issuance of the Flood Control Bonds. See “Appendix B-2 – The Refunded Bonds – The Flood Control Refunded Bonds.” The Limited Tax Bonds are being issued to (i) purchase, construct, reconstruct, improve, and/or equip buildings or rooms for the housing of offices, courts, records or equipment, or for the conducting of other public business and (ii) pay the costs of issuance of the Limited Tax Bonds. Book-Entry Only System The County intends to utilize the Book-Entry Only System of The Depository Trust Company, New York, New York, described herein. No physical delivery of the Bonds will be made to the beneficial owners of the Bonds. Such Book-Entry Only System may affect the method and timing of payments on the Bonds and the manner the Bonds may be transferred. (See “THE BONDS – Book-Entry Only System” herein). Ratings Fitch Ratings and Moody’s Investors Service, Inc. have assigned ratings to the Bonds of “___” and “___”, respectively. See “RATINGS.”
2
Payment Record The County has never defaulted on the payment of its bonded indebtedness. Issuance of Additional Debt The County is currently contemplating the issuance of additional debt payable from ad valorem taxes in late 2018.
Delivery When issued, anticipated on or about December 28, 2017. Legality Delivery of the Bonds is subject to the approval by the Attorney General of the State of Texas and the rendering of an opinion as to legality by Andrews Kurth Kenyon LLP, Houston, Texas, Bond Counsel.
[The remainder of this page intentionally left blank]
3
INTRODUCTORY STATEMENT
This Official Statement provides certain information in connection with the issuance by Galveston County, Texas (the “County”) $77,405,000* Unlimited Tax Road and Refunding Bonds, Series 2017 of its identified on the page ii hereof; $14,070,000* Limited Tax Flood Control and Refunding Bonds, Series 2017 identified on page iii hereof; and $8,315,000* Limited Tax County Building Bonds, Series 2017A identified on page iv hereof. The Unlimited Tax Bonds are issued pursuant to the Constitution and general laws of the State of Texas, including particularly Article III, Section 52 of the Texas Constitution, Chapters 1207, 1371 and 1471, Texas Government Code, and the Unlimited Tax Order. The Flood Control Bonds are issued pursuant to the Constitution and general laws of the State of Texas, including particularly, Article XI, Section 7 of the Texas Constitution, Chapter 571, Texas Local Government Code, Chapter 1207, Texas Government Code, and the Flood Control Order. The Limited Tax Bonds are issued pursuant to the Constitution and general laws of the State of Texas, including particularly Article VIII, Section 9 of the Texas Constitution and Chapters 1371 and 1473, Texas Government Code, and the Limited Tax Order. Capitalized terms used in this Official Statement have the same meanings assigned to such terms in the Order, except as otherwise indicated herein. All financial and other information presented in this Official Statement has been provided by the County from its records, except for information expressly attributed to other sources. The presentation of information, including tables of receipts from taxes and other sources, is intended to show recent historic information and is not intended to indicate future or continuing trends in the financial position or other affairs of the County. No representation is made that past experience, as is shown by that financial and other information, will necessarily continue or be repeated in the future (see “FORWARD LOOKING STATEMENTS DISCLAIMER”). There follows in this Official Statement descriptions of the Bonds and the Order, and certain other 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 upon request by electronic mail or upon payment of reasonable copying, mailing, and handling charges by writing the County’s Financial Advisor. This Official Statement speaks only as of its date and the information contained herein is subject to change. A copy of the final Official Statement will be submitted to the Municipal Securities Rulemaking Board and will be available through its Electronic Municipal Market Access (“EMMA”) system. See “CONTINUING DISCLOSURE OF INFORMATION” for information regarding the EMMA system and for a description of the County’s undertaking to provide certain information on a continuing basis.
PLAN OF FINANCING
Purpose
Unlimited Tax Bonds. The Unlimited Tax Bonds are being issued to (i) construct, purchase, maintain and/or operate macadamized, graveled and paved roads and turnpikes, (ii) refund certain of the County’s outstanding Unlimited Tax Road Bonds, Series 2009A (Build America Bonds), as more fully described in Appendix B-1 attached hereto (the “Unlimited Tax Refunded Bonds”) and (iii) pay the costs of issuance of the Unlimited Tax Bonds. See “Appendix B- 1 – The Refunded Bonds – The Unlimited Tax Refunded Bonds.” Flood Control Bonds. The Flood Control Bonds are being used to (i) establish, construct, extend, maintain, or improve a seawall, breakwater, levee, floodway and/or drainway, (ii) refund certain of the County’s outstanding Limited Tax Flood Control Bonds, Series 2009C-2 (Build America Bonds), as more fully described in Appendix B-2 attached hereto (the “Flood Control Refunded Bonds”), and (iii) pay the costs associated with the issuance of the Flood Control Bonds. See “Appendix B-2 – The Refunded Bonds – The Flood Control Refunded Bonds.” Limited Tax Bonds. The Limited Tax Bonds are being issued to (i) purchase, construct, reconstruct, improve, and/or equip buildings or rooms for the housing of offices, courts, records or equipment, or for the conducting of other public business and (ii) pay the costs of issuance of the Limited Tax Bonds.
* Preliminary, subject to change.
4
The Refunded Bonds
The principal of and interest due on the Flood Control Refunded Bonds and the Unlimited Tax Refunded Bonds (together, the “Refunded Bonds”) are to be paid on the scheduled interest payment dates and the respective redemption and maturity dates of such Refunded Bonds from funds to be deposited pursuant to two separate escrow agreements (collectively, the “Escrow Agreement”) between the County and U.S. Bank National Association, Houston, Texas (the “Escrow Agent”). The Flood Control Order and the Unlimited Tax Order each provide that from the proceeds of the sale of the Flood Control Bonds and the Unlimited Tax Bonds (together, the “Refunding Bonds”), respectively, to the underwriters listed on the front cover of this Official Statement (the “Underwriters”), the County will deposit with the Escrow Agent in two separate escrow funds (collectively, the “Escrow Fund”) the amount, together with the investment earnings thereon, if any, necessary to accomplish the discharge and final payment of the Refunded Bonds. Under the Escrow Agreement, the Escrow Fund is irrevocably pledged to the payment of the principal and interest of the Refunded Bonds. Funds deposited into the Escrow Fund may be used to purchase securities allowed by law, which, if purchased, will be used to pay the principal of and interest on the Refunded Bonds. As verification agent, The Arbitrage Group, Inc. (the “Verification Agent”), will verify, at the time of the delivery of the Refunding Bonds, to the Underwriters, the mathematical accuracy of the schedules that demonstrate the cash and federal securities or other securities authorized by law to be acquired and held in the Escrow Fund under the Escrow Agreement (the “Escrowed Securities”), if any, will be sufficient to pay, when due, the principal of and interest on Refunded Bonds. The Escrow Fund and the maturing principal and interest on the Escrowed Securities, if any, will not be available to pay the Refunding Bonds. Prior to the issuance of the Refunding Bonds, the County will give irrevocable instructions to the paying agent for the Refunded Bonds to provide notice, if any, to the owners of the Refunded Bonds that the Refunded Bonds will be redeemed prior to stated maturity on which date money will be made available to redeem the Refunded Bonds from money held under the Escrow Agreement. By the deposit of cash and Escrowed Securities, if any, with the Escrow Agent pursuant to the Escrow Agreement, the County will have effectuated the defeasance of the Refunded Bonds. The opinion of Bond Counsel will note that, as a result of such defeasance and in reliance upon the report of the Verification Agent, the Refunded Bonds are deemed to be fully paid and no longer outstanding except for the purpose of receiving payments from the Escrow Fund as provided in the Escrow Agreement. The County has covenanted in the Escrow Agreement to make timely deposits to the Escrow Fund, from lawfully available funds, of any additional amounts required to pay the principal of and interest on the Refunded Bonds, if for any reason the cash balances on deposit or scheduled to be on deposit in the Escrow Fund be insufficient to make such payment. Election Contest Period The County canvassed the results of the Election on Monday, November 20, 2017. In accordance with the Texas Election Code, the Election is subject to a 30 day contest period commencing from the date of canvassing (the “Election Contest Period”). The Texas Attorney General’s administrative rules provide that bonds will not be approved until the Election Contest Period has expired without the filing of an election contest or, if an election contest has been filed, a final, nonappealable judicial order that does not overturn the Election has been obtained. As a result, the date of sale of the Bonds will occur within the Election Contest Period and, if an election contest is filed, closing on the Bonds could be impacted by such an election contest.
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SOURCES AND USES OF FUNDS
The proceeds from the sale of the Unlimited Tax Bonds will be applied approximately as follows: Sources of Funds Amount
Par Amount of the Unlimited Tax Bonds $ Net Original Issue Premium ______Total Sources of Funds $______
Uses of Funds
Deposit to the Construction Fund $ Deposit to the Escrow Fund Costs of Issuance Underwriters’ Discount Additional Proceeds ______Total Uses of Funds $______
The proceeds from the sale of the Flood Control Bonds will be applied approximately as follows: Sources of Funds Amount
Par Amount of the Flood Control Bonds $ Net Original Issue Premium ______Total Sources of Funds $______
Uses of Funds
Deposit to the Construction Fund $ Deposit to the Escrow Fund Costs of Issuance Underwriters’ Discount Additional Proceeds ______Total Uses of Funds $______
The proceeds from the sale of the Limited Tax Bonds will be applied approximately as follows: Sources of Funds Amount
Par Amount of the Limited Tax Bonds $ Net Original Issue Premium ______Total Sources of Funds $______
Uses of Funds
Deposit to the Construction Fund $ Costs of Issuance Underwriters’ Discount Additional Proceeds ______Total Uses of Funds $______
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THE BONDS
General
The Bonds are stated to mature on February 1 in the years and in the principal amounts set forth on pages ii, iii, and iv hereof. The Bonds shall bear interest from the date of their initial delivery of the Bonds to the Underwriters (the “Date of Delivery”) on the unpaid principal amounts, and the amount of interest to be paid each payment period shall be computed on the basis of a 360-day year composed of twelve 30-day months. Interest on the Bonds will be payable on February 1 and August 1 of each year, commencing August 1, 2018. The Bonds will be initially registered solely in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”), pursuant to the Book-Entry Only System described herein. Beneficial ownership of the Bonds may be acquired in principal denominations of $5,000 or integral multiples thereof. No physical delivery of the Bonds will be made to the beneficial owners thereof. Principal of and interest on the Bonds will be payable by the Paying Agent/Registrar (defined below) to Cede & Co., which will make distribution of the amounts so paid to the participating members of DTC for subsequent payment to the beneficial owners of the Bonds. See “THE BONDS – Book-Entry Only System” herein. The initial paying agent/registrar is U.S. Bank National Association, Houston, Texas (the “Paying Agent Registrar”). See “THE BONDS – Paying Agent/Registrar” herein. Authority for Issuance
Unlimited Tax Bonds. The Unlimited Tax Bonds are issued pursuant to the Constitution and general laws of the State of Texas, including particularly Article III, Section 52 of the Texas Constitution, Chapters 1207, 1371 and 1471, Texas Government Code, and the Unlimited Tax Order. See “COUNTY DEBT – Future Borrowings” herein. Flood Control Bonds. The Flood Control Bonds are issued pursuant to the Constitution and general laws of the State of Texas, including particularly, Article XI, Section 7 of the Texas Constitution, Chapter 571, Texas Local Government Code, Chapter 1207, Texas Government Code, and the Flood Control Order. See “COUNTY DEBT – Future Borrowings” herein. Limited Tax Bonds. The Limited Tax Bonds are issued pursuant to the Constitution and general laws of the State of Texas, including particularly Article VIII, Section 9 of the Texas Constitution and Chapters 1371 and 1473, Texas Government Code, and the Limited Tax Order. See “COUNTY DEBT – Future Borrowings” herein.
Paying Agent/Registrar
The initial paying agent/registrar shall be U.S. Bank National Association. At all times while any Bonds are outstanding, the County will provide a legally qualified bank, trust company, financial institution or other duly qualified and legally authorized entity to act as Paying Agent/Registrar for the Bonds. The County reserves the right to change the Paying Agent/Registrar for the Bonds. Promptly upon the appointment of any successor Paying Agent/Registrar, the previous Paying Agent/Registrar shall deliver the register for the Bonds (the “Register”) or a copy thereof to the new Paying Agent/Registrar, and the new Paying Agent/Registrar shall notify each registered owner of the Bonds by United States mail, first-class postage prepaid, of the effective date of such change and of the address of the new Paying Agent/Registrar. Transfer, Exchange and Registration
In the event the Book-Entry Only System should be discontinued, the Bonds may be transferred and exchanged on the registration books of the Paying Agent/Registrar only upon presentation and surrender thereof to the Paying Agent/Registrar or its principal payment office and such transfer or exchange shall be without expenses or service charge to the registered owner, except for any tax or other governmental charges required to be paid with respect to such registration, exchange and transfer. Bonds may be assigned by the execution of an assignment form on the Bonds or by other instrument of transfer and assignment acceptable to the Paying Agent/Registrar. A new Bond or Bonds will be delivered by the Paying Agent/Registrar, in lieu of the Bond or Bonds being transferred or exchanged, at the principal payment office of the Paying Agent/Registrar, or sent by the United States mail, first class, postage prepaid, to the new registered owner or his designee. To the extent possible, new Bonds issued in an exchange or transfer of Bonds will be delivered to the registered owner or assignee of the registered owner in not more than three business days after the receipt of the Bonds to be canceled, and the written instrument of transfer or request for exchange duly executed by the registered owner or his duly authorized agent, in form satisfactory to the Paying Agent/Registrar.
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New Bonds registered and delivered in an exchange or transfer shall be in any integral multiple of $5,000 of principal, for any one maturity and for a like aggregate principal amount as the Bond or Bonds surrendered for exchange or transfer. See “THE BONDS - Book-Entry Only System” herein defined for a description of the system to be utilized initially in regard to ownership and transferability of the Bonds. Record Date for Interest Payment
The record date (“Record Date”) for the interest payable on the Bonds on any interest payment date means the close of business on the 15th day of the month next preceding such interest payment date. In the event of a non-payment of interest on a scheduled payment date, that continues for 30 days or more thereafter, a new record date for such interest payment (a “Special Record Date”) will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from or on behalf of the County. Notice of the Special Record Date and of the scheduled payment date of the past due interest (“Special Payment Date,” which shall be 15 days after the Special Record Date) shall be sent at least five business days prior to the Special Record Date by United States mail, first class postage prepaid, to the address of each holder of a Bond appearing on the registration books of the Paying Agent/Registrar at the close of business on the last business day next preceding the date of mailing of such notice. Security for Payment
Unlimited Tax Bonds. The Unlimited Tax Bonds are direct obligations of the County. Principal of and interest on the Unlimited Tax Bonds is payable from the proceeds of a continuing, direct annual ad valorem property tax levied, without limit as to rate or amount, against all taxable property located within the County. Flood Control Bonds. The Flood Control Bonds are direct obligations of the County. The Flood Control Bonds are payable from the proceeds of a continuing, direct annual ad valorem property tax levied, within the limits prescribed by law, against all taxable property located within the County. See “COUNTY DEBT - Tax Rate Limitations” herein. Limited Tax Bonds. The Limited Tax Bonds are direct obligations of the County. Principal of and interest on the Limited Tax Bonds is payable from the proceeds of a continuing, direct annual ad valorem property tax levied, within the limits prescribed by law, against all taxable property located within the County. Book-Entry Only System
This section describes how ownership of the Bonds is to be transferred and how the principal of and interest on the Bonds are to be paid to and credited by The Depository Trust Company (“DTC”), New York, New York, while the Bonds are registered in its nominee name. The information in this section concerning DTC and the Book-Entry-Only System has been provided by DTC for use in disclosure documents such as this Official Statement. The County, the Financial Advisor and the Underwriters believe the source of such information to be reliable, but take no responsibility for the accuracy or completeness thereof. The County, the Financial Advisor and the Underwriters cannot and do not give any assurance that (1) DTC will distribute payments of debt service on the Bonds, or redemption or other notices, to DTC Participants, (2) DTC Participants or others will distribute debt service payments paid to DTC or its nominee (as the registered owner of the Bonds), or redemption or other notices, to the Beneficial Owners, or that they will do so on a timely basis, or (3) DTC will serve and act in the manner described in this Official Statement. The current rules applicable to DTC are on file with the United States Securities and Exchange Commission, and the current procedures of DTC to be followed in dealing with DTC Participants are on file with DTC. DTC will act as securities depository for the Bonds. The Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered Bond certificate will be issued for the Bonds, in the aggregate principal amount of such issue, and will be deposited with DTC. DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and
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other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has a Standard & Poor’s rating of AA+. The DTC Rules applicable to its Participants are on file with the United States Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com. Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Bonds on DTC’s records. The ownership interest of each actual purchaser of each Bond (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Bonds except in the event that use of the book-entry system for the Bonds is discontinued. To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not affect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Redemption notices shall be sent to DTC. If less than all of the Bonds within an issue are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Bonds unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the County as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Redemption proceeds and principal and interest payments on the Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from the County or Paying Agent/Registrar, on payable date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC, Paying Agent/Registrar, or County, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, principal, and interest payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the County or Paying Agent/Registrar, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as depository with respect to the Bonds at any time by giving reasonable notice to the County or Paying Agent/Registrar. Under such circumstances, in the event that a successor depository is not obtained, Bond certificates are required to be printed and delivered.
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The County may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, Bond certificates will be printed and delivered to DTC. The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that the County believes to be reliable, but the County takes no responsibility for the accuracy thereof. Use of Certain Terms in Other Sections of this Official Statement . . . In reading this Official Statement it should be understood that while the Bonds are in the Book-Entry Only System, references in other sections of this Official Statement to registered owners should be read to include the person for which the Participant acquires an interest in the Bonds, but (i) all rights of ownership must be exercised through DTC and the Book-Entry Only System, and, (ii) except as described above, notices that are to be given to registered owners under the Order will be given only to DTC. Redemption Provisions
The Bonds maturing on and after February 1, 202_, are subject to redemption at the option of the County on February 1, 202_, or any date thereafter, in whole or in part, in principal amounts of $5,000 or any integral multiple thereof, at the redemption price of par plus accrued interest, as further described herein. If less than all of the Bonds subject to redemption are to be redeemed, the County shall determine the amounts of each maturity or maturities to be redeemed and shall direct the Paying Agent/Registrar to select by lot the Bonds, or portions thereof, within such maturity or maturities to be redeemed. Not less than thirty (30) days prior to a redemption date for the Bonds, the Paying Agent/Registrar shall cause a notice of such redemption to be sent by United States mail, first- class postage prepaid, to the registered owners of each Bond or a portion thereof to be redeemed at its address as it appeared on the registration books of the Paying Agent/Registrar on the day such notice of redemption is mailed. ANY NOTICE OF REDEMPTION SO MAILED TO THE REGISTERED OWNERS WILL BE DEEMED TO HAVE BEEN DULY GIVEN IRRESPECTIVE OF WHETHER ONE OR MORE OF THE REGISTERED OWNERS FAILS TO RECEIVE SUCH NOTICE. By the date fixed for any such redemption, due provision shall be made with the Paying Agent/Registrar for the payment of the required redemption price for the Bonds or portions thereof which are to be so redeemed. If such notice of redemption is given and if due provision for such payment is made, all as provided above, the Bonds or portion thereof which are to be redeemed thereby automatically shall be treated as redeemed prior to their scheduled maturities, and they shall not bear interest after the date fixed for redemption, and they shall not be regarded as being outstanding except for the right of the registered owner to receive the redemption price from the Paying Agent/Registrar out of the funds provided for such payment. The Paying Agent/Registrar, so long as a Book-Entry Only System is used for the Bonds, will send any notice of redemption, notice of proposed amendment to the Bonds or other notices with respect to the Bonds only to DTC. Any failure by DTC to advise any DTC participant, or of any DTC participant or indirect participant to notify the Beneficial Owner, will not affect the validity of the redemption of the Bonds called for redemption or any other action premised on any such notice. Redemption of portions of the Bonds by the County will reduce the outstanding principal amount of such Bonds held by DTC. In such event, DTC may implement, through its Book-Entry Only System, a redemption of such Bonds held for the account of DTC participants in accordance with its rules or other agreements with DTC participants and then DTC participants and indirect participants may implement a redemption of such Bonds from the Beneficial Owners. Any such selection of Bonds to be redeemed will not be governed by the Order and will not be conducted by the County or the Paying Agent/Registrar. Neither the County nor the Paying Agent/Registrar will have any responsibility to DTC participants, indirect participants or the persons for whom DTC participants act as nominees, with respect to the payments on the Bonds or the providing of notice to DTC participants, indirect participants, or Beneficial Owners of the selection of portions of the Bonds for redemption. (See “THE BONDS – Book-Entry Only System” herein). Payment Record
The County has never defaulted on the payment of bonded indebtedness. Legality
The Bonds are offered when, as and if issued, subject to the approval by the Attorney General of the State of Texas and the rendering of an opinion as to legality by Andrews Kurth Kenyon LLP, Houston, Texas. Forms of the legal opinions of Bond Counsel appear in Appendix C attached hereto.
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Defeasance
The Bonds may be discharged, defeased, redeemed or refunded in any manner now or hereafter permitted by law. Default and Remedies
The Order does not provide for the appointment of a trustee to represent the interests of the registered owners upon any failure of the County to perform in accordance with the terms of the Order or upon any other condition; and, in the event of any such failure to perform, the registered owners would be responsible for the initiation and cost of any legal action to enforce performance of the Order. Furthermore, the Order does not establish specific events of default with respect to the Bonds and, under State law, there is no right to the acceleration of maturity of the Bonds upon the failure of the County to observe any covenant under the Order. A registered owner of Bonds could seek a judgment against the County if a default occurred in the payment of principal of or interest on any such Bonds; however, such judgment could not be satisfied by execution against any property of the County and a suit for monetary damages could be vulnerable to the defense of sovereign immunity. Chapter 1371, Texas Government Code (“Chapter 1371”), which forms part of the authority for the issuance of the Bonds, permits the County to waive sovereign immunity in the proceedings authorizing the issuance of the Bonds. However, the County has not waived the defense of sovereign immunity with respect to the Bonds. Because it is unclear whether the Texas Legislature has effectively waived the County’s sovereign immunity from a suit for money damages beyond Chapter 1371, Bondholders may not be able to bring such a suit against the County for breach of the Bonds or Order covenants. A registered owner’s only practical remedy, if a default occurs, is a mandamus or mandatory injunction proceeding to compel the County to levy, assess and collect an annual ad valorem tax sufficient, but as to the Flood Control Bonds and the Limited Tax Bonds within the limits prescribed by law, to pay principal of and interest on the Bonds as it becomes due or perform other material terms and covenants contained in the Order. In general, Texas courts have held that a writ of mandamus may be issued to require a public official to perform legally imposed ministerial duties necessary for the performance of a valid contract, and Texas law provides that, following their approval by the Attorney General and issuance, the Bonds are valid and binding obligations for all purposes according to their terms. However, the enforcement of any such remedy may be difficult and time consuming and a registered owner could be required to enforce such remedy on a periodic basis. The County is also eligible to seek relief from its creditors under Chapter 9 of the U.S. Bankruptcy Code (“Chapter 9”). Although Chapter 9 provides for the recognition of a security interest represented by a specifically pledged source of revenues, the pledge of taxes in support of a general obligation of a bankrupt entity is not specifically recognized as a security interest under Chapter 9. Chapter 9 also includes an automatic stay provision that would prohibit, without Bankruptcy Court approval, the prosecution of any other legal action by creditors or Bond holders of an entity which has sought protection under Chapter 9. Therefore, should the County avail itself of Chapter 9 protection from creditors, the ability to enforce would be subject to the approval of the Bankruptcy Court (which could require that the action be heard in Bankruptcy Court instead of other federal or state court); and the Bankruptcy Code provides for broad discretionary powers of a Bankruptcy Court in administering any proceeding brought before it. The opinions of Bond Counsel will note that all opinions relative to the enforceability of the Order and the Bonds are qualified with respect to the customary rights of debtors that are political subdivisions relative to their creditors, including rights afforded to creditors under the Bankruptcy Code.
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DEBT SERVICE REQUIREMENTS
The following schedule sets forth the County’s debt service requirements on its bonded indebtedness, including the Bonds. Table 1 – Pro Forma Debt Service Schedule(a)
Refunded Unlimited Tax Road Bonds & Refunding Limited Tax Flood Control Bonds & Total Debt Existing Debt Limited Tax County Building Bonds Debt Bonds Refunding Bonds Service FY Unlimited & Limited Less: Federal Less: Pass- Less: City Total Less: Debt Total Total Total Total Ending Tax Existing Debt Funding Through of Galveston Existing Service Debt Debt Debt Debt 30-Sep Service at 32.69%(b) Toll Revenue Payment Debt Service Refunded Principal Interest Service Principal Interest Service Principal Interest Service Service 2018 $31,218,643 ($1,788,296) ($5,365,000) ($150,000) $23,915,347 $2,386,789 $0 $2,153,016 $2,153,016 $0 $395,115 $395,115 $0 $211,432 $211,432 $24,288,121 2019 $31,230,806 ($1,706,273) ($5,365,000) ($150,000) $24,009,533 $5,826,411 $3,090,000 $3,561,650 $6,651,650 $100,000 $665,300 $765,300 $100,000 $354,850 $454,850 $26,054,922 2020 $31,186,927 ($1,606,011) ($5,365,000) ($150,000) $24,065,916 $6,551,191 $3,300,000 $3,401,900 $6,701,900 $705,000 $645,175 $1,350,175 $100,000 $349,850 $449,850 $26,016,650 2021 $31,123,468 ($1,486,641) ($5,365,000) ($150,000) $24,121,827 $6,629,832 $3,525,000 $3,231,275 $6,756,275 $750,000 $608,800 $1,358,800 $100,000 $344,850 $444,850 $26,051,920 2022 $31,012,741 ($1,357,880) ($5,365,000) ($150,000) $24,139,861 $6,709,604 $3,770,000 $3,048,900 $6,818,900 $800,000 $570,050 $1,370,050 $100,000 $339,850 $439,850 $26,059,056 2023 $26,690,828 ($1,219,618) ($1,335,280) ($150,000) $23,985,930 $6,800,674 $4,035,000 $2,853,775 $6,888,775 $850,000 $528,800 $1,378,800 $100,000 $334,850 $434,850 $25,887,681 2024 $25,654,795 ($1,066,526) ($150,000) $24,438,269 $6,902,270 $4,320,000 $2,644,900 $6,964,900 $910,000 $484,800 $1,394,800 $100,000 $329,850 $429,850 $26,325,549 2025 $25,134,833 ($898,021) ($150,000) $24,086,812 $7,018,590 $4,640,000 $2,420,900 $7,060,900 $970,000 $437,800 $1,407,800 $100,000 $324,850 $424,850 $25,961,771 2026 $25,120,104 ($718,887) ($150,000) $24,251,217 $7,134,979 $4,970,000 $2,180,650 $7,150,650 $1,030,000 $387,800 $1,417,800 $100,000 $319,850 $419,850 $26,104,538 2027 $25,061,622 ($528,474) ($150,000) $24,383,148 $7,265,497 $5,330,000 $1,923,150 $7,253,150 $1,105,000 $334,425 $1,439,425 $100,000 $314,850 $414,850 $26,225,077 2028 $25,069,464 ($326,030) ($150,000) $24,593,434 $7,403,995 $5,715,000 $1,647,025 $7,362,025 $1,180,000 $277,300 $1,457,300 $100,000 $309,850 $409,850 $26,418,614 2029 $11,449,115 ($110,857) ($150,000) $11,188,258 $7,549,429 $6,130,000 $1,350,900 $7,480,900 $1,255,000 $216,425 $1,471,425 $100,000 $304,850 $404,850 $12,996,004 2030 $2,655,000 $1,131,275 $3,786,275 $410,000 $174,800 $584,800 $670,000 $285,600 $955,600 $5,326,675 2031 $2,790,000 $995,150 $3,785,150 $435,000 $153,675 $588,675 $705,000 $251,225 $956,225 $5,330,050 2032 $2,920,000 $867,000 $3,787,000 $450,000 $133,800 $583,800 $740,000 $218,800 $958,800 $5,329,600 2033 $3,040,000 $747,800 $3,787,800 $470,000 $115,400 $585,400 $770,000 $188,600 $958,600 $5,331,800 2034 $3,165,000 $623,700 $3,788,700 $490,000 $96,200 $586,200 $800,000 $157,200 $957,200 $5,332,100 2035 $3,295,000 $494,500 $3,789,500 $510,000 $76,200 $586,200 $830,000 $124,600 $954,600 $5,330,300 2036 $3,430,000 $360,000 $3,790,000 $530,000 $55,400 $585,400 $865,000 $90,700 $955,700 $5,331,100 2037 $3,570,000 $220,000 $3,790,000 $550,000 $33,800 $583,800 $900,000 $55,400 $955,400 $5,329,200 2038 $3,715,000 $74,300 $3,789,300 $570,000 $11,400 $581,400 $935,000 $18,700 $953,700 $5,324,400 Total $319,953,346 ($12,813,514) ($28,160,280) ($1,800,000) $277,179,552 $78,179,262 $77,405,000 $35,931,766 $113,336,766 $14,070,000 $6,402,465 $20,472,465 $8,315,000 $5,230,607 $13,545,607 $346,355,128
(a) Preliminary, subject to change. Proforma Debt Service Schedule reflects market interest rates as of the date hereof. (b) The County receives Federal subsidy payments in connection with its Unlimited Tax Road Bonds, Series 2009A (Build America Bonds), Limited Tax County Building Bonds, Series 2009B (Build America Bonds) and Limited Tax Flood Control Bonds, Series 2009 C-2 (Build America Bonds). The County may, but is not obligated to, use Federal subsidy payments to pay debt service on the Bonds. The amount of Federal subsidy payments actually received by the County may be reduced by federal spending sequestration. See “EFFECTS OF SEQUESTRATION ON CERTAIN OBLIGATIONS” herein.
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COUNTY DEBT
General
The following tables and calculations relate to the Bonds and to all other debt of the County. The County and various other political subdivisions of government which overlap all or a portion of the County are empowered to incur debt to be paid from revenues raised or to be raised by taxation against all or a portion of the property within the County. Table 2 – Indebtedness
2016 Assessed Valuation (100% of Actual)(a) $ 35,065,880,544 Less Exemptions 3,328,890,735 2016 Net Taxable Assessed Valuation $ 31,736,989,809
Outstanding Debt: Constitutional Bonds: General Obligation Refunding Bonds $ 90,240,000 Limited Tax Bonds 55,313,094 Total Constitutional Debt $ 145,553,094
Road Bonds: Unlimited Tax Road Bonds $ 63,508,202 Road Refunding Bonds 2,615,000 Total Road Bonds 66,123,202 Total Outstanding Bonds 211,676,296
Plus: The Unlimited Tax Bonds* $ 77,405,000 The Flood Control Bonds* 14,070,000 The Limited Tax Bonds* 8,315,000
Less: The Flood Control Refunded Bonds* $ 9,215,000 The Unlimited Tax Refunded Bonds* 51,360,000
Gross Debt $ 250,891,296 Less I&S Fund Balance (as of September 30, 2016) 11,574,206 Less Self-Supporting Debt(b) $ 19,548,750 Net Debt $ 219,363,340 Ratio of Gross Debt to 2016 Net Taxable Assessed Valuation 0.79% Gross Debt Per Capita(c) $ 777 Gross Assessed Valuation per Capita(c) $ 108,824 Ratio of Net Debt to 2016 Net Taxable Valuation 0.69% Net Debt Per Capita(c) $ 681 Net Assessed Valuation Per Capita(c) $ 98,493 Net Debt per Square Mile (378.36 square miles in County) $ 579,774 ______* Preliminary, subject to change.
(a) The appraisal of property within the County is the responsibility of the Galveston Central Appraisal District (the “Appraisal District”). The Appraisal District is required under the Property Tax Code to assess all property within the Appraisal District on the basis of 100 percent of its appraised value and is prohibited from applying any assessment ratios. The value placed upon property within the Appraisal District is subject to review by the Appraisal Review Board appointed by the Board of Directors of the Appraisal District. The Appraisal District is required to review the value of property within the Appraisal District every three years. The County may require annual review at its own expense, and is entitled to challenge the determination of appraised value of property within the County by petition filed with the Appraisal Review Board. (b) It is estimated that payments the County receives pursuant to a pass-through toll agreement with the State of Texas will equal approximately 65% of the original debt service on the County’s Pass-Through Toll Revenue and Limited Tax Bonds, Series 2012. (c) All per capita calculations are based on a 2015 estimated population for the County of 322,225.
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Other Bonds
The following tables describe the County’s outstanding indebtedness following the issuance of the Bonds: Table 3 - Summary of Outstanding Bonds
Bond(1) Par Amount Limited Tax Refunding Bonds, Series 2017 $ 62,835,000 Pass-Through Toll Revenue and Limited Tax Refunding Bonds, Series 2012 25,800,000 Limited Tax Refunding Bonds, Series 2011A 1,605,000 Unlimited Tax Refunding Bonds, Series 2011B 2,615,000 Unlimited Tax Road Bonds, Series 2009A (Build America Bonds) 3,340,000(1)(2) Limited Tax County Building Bonds, Series 2009B (Build America Bonds) 32,960,000 Limited Tax Flood Control Bonds, Series 2009C-1 1,420,000 Limited Tax Flood Control Bonds, Series 2009C-2 (Build America Bonds) 0(1)(2) Unlimited Tax Road Bonds, Series 2001 8,808,202 Justice Center & Public Safety Building Bonds, Series 2001 11,718,094 The Unlimited Tax Bonds 77,405,000(2) The Flood Control Bonds 14,070,000(2) The Limited Tax Bonds 8,315,000(2) Gross Debt $250,891,296(1)(2) ______(1) Excludes Refunded Bonds. (2) Preliminary, subject to change.
Future Borrowing
The County held an election on November 7, 2017 (the “Election”) at which the registered voters of the County authorized the County to issue the following bonds. See “PLAN OF FINANCING – Election Contest Period” herein. Unlimited Tax Road Bonds. The County is authorized to issue unlimited tax road bonds in the aggregate principal amount of $56,000,000 for County road projects (the “Unlimited Tax Authority”). As a result of the issuance of the Unlimited Tax Bonds, the County is using $32,000,000* of the Unlimited Tax Authority and will have $24,000,000 of the Unlimited Tax Authority available for future road projects. Flood Control Tax Bonds. The County is authorized to issue flood control tax bonds in the aggregate principal amount of $6,000,000 for County flood control projects (the “Flood Control Authority”). As a result of the issuance of the Flood Control Bonds, the County is using $6,000,000* of the Flood Control Authority and will not have any Flood Control Authority available. Limited Tax Building Bonds. The County is authorized to issue limited tax building bonds in the aggregate principal amount of $18,000,000 for County building projects (the “Limited Tax Authority”). As a result of the issuance of the Limited Tax Bonds, the County is using $9,000,000* of the Limited Tax Authority and will have $9,000,000 of the Limited Tax Authority available for future building projects. The County reserves the right to issue additional debt secured by ad valorem taxes in the future. The County is currently contemplating the issuance of additional debt payable from ad valorem taxes in late 2018. Tax Rate Limitations
General Operation; Limited Tax Bonds, Time Warrants and Certificates of Obligation . . . The Texas Constitution (Article VIII, Section 9) imposes a limit of $0.80 per $100 assessed valuation for all purposes of a county’s 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
* Preliminary, Subject to change.
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limited tax bonds in an amount which produces debt service requirements exceeding that which can be paid from $0.40 of the foregoing $0.80 maximum tax rate calculated at 90% collection. The Limited Tax Bonds are limited tax bonds payable from this Constitutional tax. In the Limited Tax Order, the County covenants to levy a tax sufficient to pay the principal of and interest on the Limited Tax Bonds with full allowance being made for delinquencies and costs of collection. Collected taxes will be placed in the Debt Service Fund and used to pay principal of and interest on the Limited Tax Bonds when due. Road Bonds . . . An unlimited tax rate is authorized for debt authorized by Article III, Section 52 of the Texas Constitution; however, total debt cannot exceed 25% of assessed valuation. The Unlimited Tax Bonds are unlimited tax bonds payable from this Constitutional tax. In the Unlimited Tax Order, the County covenants to levy a tax sufficient to pay the principal of and interest on the Unlimited Tax Bonds with full allowance being made for delinquencies and costs of collection. Collected taxes will be placed in the Debt Service Fund and used to pay principal of and interest on the Unlimited Tax Bonds when due. Farm-To-Market and Flood Control Purposes . . . This tax, authorized by the Texas Constitution (Article VIII, Section 1- a) and statute, is limited to $0.30 per $100 assessed valuation after the mandatory $3,000 homestead exemption. The County does currently levy a tax under this provision. Flood Control and Seawall Bonds . . . This tax, authorized by the Article XI, Section 7 of the Texas Constitution, permits the County to levy and collect such tax for the construction of sea walls, breakwaters, or sanitary purposes. While no explicit limit on such tax is imposed by the Texas Constitution, Chapter 571, Texas Local Government Code (“Chapter 571”) provides that this tax is limited for debt service on bonds issued pursuant to Chapter 571 to a maximum ad valorem tax rate of $0.50 per $100 of assessed value. The Flood Control Bonds are limited tax bonds payable from the tax described above and are issued pursuant to Chapter 571. In the Flood Control Order, the County covenants to levy a tax sufficient, within the limits prescribed by law, to pay the principal of and interest on the Flood Control Bonds, with full allowance being made for delinquencies and costs of collection. Collected taxes will be placed in the Debt Service Fund and used to pay principal of and interest on the Flood Control Bonds, when due.
TAX PROCEDURES
Property Tax Code and County-Wide Appraisal District
The Texas Property Tax Code (the “Property Tax Code”) specifies the taxing procedures of all political subdivisions of the State of Texas, including the County. Provisions of the Property Tax Code are complex and are not fully summarized here. The Property Tax Code requires, among other matters, county-wide appraisal and equalization of taxable property values and establishes in each county of the State of Texas an appraisal district with the responsibility for recording and appraising property for all taxing units within a county and an appraisal review board with responsibility for reviewing and equalizing the values established by the appraisal district. The Appraisal District has the responsibility for appraising property for all taxing units within Galveston County, including the County. Such appraisal values are subject to review and change by the Galveston County Appraisal Review Board (the “Appraisal Review Board”). Property Subject to Taxation
Except for certain exemptions provided by Texas law, all real property, certain tangible personal property and certain intangible personal property with a tax situs in the County are subject to taxation by the County. The County’s assessed value, less the assessed value of rolling stock of railroads and intangible properties of railroads and certain common carriers, is the assessed value used by the Commissioners Court to determine the tax rate for the County’s levy. Principal categories of exempt property include but are not limited to: property owned by the State of Texas or its political subdivisions if the property is used for public purposes; property exempt from ad valorem taxation by federal law; certain improvements to real property and certain tangible personal property located in designated reinvestment zones on which ad valorem taxes have been abated for a specified period of time pursuant to tax abatement agreements; certain improvements to real property and certain tangible personal property located in designated tax increment reinvestment zones on which a portion of ad valorem tax revenues has been allocated to improvements within the zones for a specified period of time; so-called “freeport property” including property detained in the County for up to 175 days for purpose of assembly or other processing; farm products owned by the producer; certain
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property owned by qualified charitable, religious, veterans, youth, fraternal or educational organizations; certain real property and tangible personal property owned by a non-profit community business organization or a charitable organization; property of a nonprofit corporation that is engaged exclusively in providing assistance to ambulatory health care centers; designated historic sites; solar and wind powered energy devices; nonprofit cemeteries; and tangible personal property not held or used for production of income. In addition, the County may, by its own action, or shall, if required by voters at an election, exempt residential homesteads of persons sixty-five (65) years or older and of certain disabled persons to the extent deemed advisable by the Commissioner’s Court. The County is authorized by statute to disregard exemptions for the disabled and elderly if granting the exemption would impair the County’s obligation to pay tax supported debt incurred prior to adoption of the exemption by the County. Furthermore, the County must grant exemptions to disabled veterans or certain surviving dependents of disabled veterans, but only to the maximum extent of $12,000 of taxable valuation. State law also mandates a complete exemption for the residential homestead of disabled veterans determined to be 100% disabled by the U.S. Department of Veterans Affairs. The surviving spouse of a deceased veteran who had received a disability rating of 100% is entitled to receive a residential homestead exemption equal to the exemption received by the deceased spouse until such surviving spouse remarries. A partially disabled veteran or the surviving spouse of a partially disabled veteran is entitled to an exemption equal to the percentage of the veteran’s disability, if the residence was donated by a charitable organization (i) at no cost to the veteran or (ii) at some cost to the veteran in an amount not more than 50% of the good faith estimate of the market value of the residence made by the charitable organization as of the date the donation is made.. Also, the surviving spouse of a member of the armed forces who is killed in action is entitled to a property tax exemption for all of the market value of such surviving spouse’s residences homestead, if the surviving spouse has not remarried since the service member’s death and said property was the service member’s residence homestead at the time of death. Such exemption is transferable to a different property of the surviving spouse, if the surviving spouse has not remarried, in an amount equal to the exemption received on the prior residence in the last year in which such exemption was received. Such disabled veterans exemptions approximate $135,433,018 of the 2016 certified tax roll. Legislation passed by the Texas Legislature during the 2003 legislative session, as approved pursuant to an amendment to the State Constitution by the voters of the State, authorizes counties to refrain from increasing the total ad valorem tax (except for increases attributable to certain improvements) on the residence homestead of the disabled or persons 65 years of age or older and their spouses above the amount of tax imposed in the later of (1) the year such residence qualified for an exemption based on the disability or age of the owner or (2) the year the County chose to establish the above-referenced limitation. Valuation of Property for Taxation
The Property Tax Code generally requires all taxable property (except property utilized for a qualified “agricultural use” and timberland) to be appraised at 100% of market value as of January 1 of each year. Residential property that has never been occupied as a residence and is being held for sale is treated as inventory for property tax purposes. The cost of the correction, mitigation or prevention of environmental damage may be considered in establishing the market value of certain property. The appraisal of taxable property for the County (except certain railroad rolling stock and certain intangible property of railroads and certain common carriers, which still is appraised by the State) and all other taxing entities in the County is the responsibility of the Appraisal District. Landowners wishing to avail themselves of the agricultural use, open space or timberland designation or residential real property inventory designation must apply for the designation and the appraiser is required by the Property Tax Code to act on each claimant’s right to the designation individually. A claimant may waive the special valuation as to taxation by some political subdivisions while claiming it as to another. If a claimant receives the agricultural use designation and later loses it by changing the use of the property or selling it to an unqualified owner, the County can collect taxes based on the new use, including taxes for the previous three (3) years for agricultural use and taxes for the previous five (5) years for open space land and timberland. The total loss in value due to grants of agricultural use and open-space land appraisal from the 2016 tax roll approximates $338,735,397. The Appraisal District is governed by a five-member board whose members are appointed by vote of the Commissioners Court and the governing bodies of the cities, town, school districts and, upon request, conservation and reclamation districts in the County under a voting system weighted in direct proportion to the amount of taxes imposed by the voting entities. Cumulative voting for Appraisal District Board members is permitted. The Property Tax Code requires the Appraisal District to implement a plan for periodic reappraisal of all taxable property in the County, and reappraisal must be effected at least once every three years. The Appraisal District has
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established a schedule of reappraisal for different classifications of property to comply with such requirements. The County does receive yearly a preliminary estimate of values to be used in its budget process, which provides both the value of new improvements as well as value of increase of current property. While such yearly estimates of appraised values may serve to indicate the rate and extent of growth of taxable values within the County, that cannot be used for establishing a tax rate within the County until such time as the Appraisal District formally by certification includes such values on its appraisal roll. Taxable values determined by the chief appraiser of the Appraisal District are submitted for review and equalization to an Appraisal Review Board (the “Appraisal Review Board”) appointed by the Appraisal District. Appraisals may be contested before the Appraisal Review Board by taxpayers or, under limited circumstances, the County, and the Appraisal Review Board’s order is appealable to a State district court. In such event, the value of the property in question will be determined by the court or by a jury if requested by any party. Additionally, taxing units may bring suit against the Appraisal District to compel compliance with the Property Tax Code. The Commissioners Court is required to set its tax rate before the later of September 30 or the 60th day after the certified appraisal roll is received by the County. If the Commissioners Court does not adopt a tax rate before the required date, the tax rate for the County is the lower of the effective tax rate calculated for the tax year or the tax rate adopted by the County for the preceding tax year. Such rates are based on the assessed values at January 1 of each year, as shown on the tax roll approved by the Appraisal Review Board, which must be used by the County for such purpose. The Property Tax Code imposes certain limitations on tax increases. The Commissioners Court may under certain circumstances be required to publish notice and hold a public hearing on a proposed tax rate before voting on the tax rate. If the tax rate adopted exceeds by more than 8% the rate needed to pay debt service and certain contractual obligations, and to produce, when applied to the property which was on the prior year’s roll, the prior year’s taxes levied for purposes other than debt service and such contractual obligations, such excess portion of the levy may be repealed at an election within the County held upon petition of 10% of the qualified voters of the County. See “COUNTY AD VALOREM TAXES – Table 4 - County Ad Valorem Tax Rates.” Residential Homestead Exemptions
The Property Tax Code authorizes the governing body of each political subdivision in the State of Texas to exempt up to twenty percent (20%) of the market value of residential homesteads from ad valorem taxation. Where ad valorem taxes have previously been pledged for the payment of debt, the governing body of a political subdivision may continue to levy and collect taxes against the exempt value of the homesteads until the debt is discharged, if the cessation of the levy would impair the obligations of the contract by which the debt was created. The adoption of a homestead exemption may be considered each year, but must be adopted by May 1. The County, other than the aforementioned mandatory veterans exemption, does give a flat $60,000 reduction to the appraised market value on residential homesteads of persons 65 years and older (the “Over 65 Exemption”), disabled (the “Disabled Exemption”) or to the surviving spouse of persons 65 years and older if the surviving spouse is 55 years and older. Additionally, the County exempts the first $3,000 of the assessed value on residential homesteads from its Farm to Market Lateral Road and Flood Tax Levy (the “Farm to Market Exemption”), but an individual may not receive the Farm to Market Exemption in addition to the Over 65 Exemption or the Disabled Exemption. In addition to the residential homestead exemptions described above, the County also exempts from its ad valorem taxes the greater of $5,000 or twenty percent (20%) of the assessed value of a residential homestead. Such homestead exemptions approximate $2,711,027,675 of the 2016 certified tax roll. Freeport Property and Goods-In-Transit
Article VIII, Section 1-j of the Texas Constitution provides for an exemption from ad valorem taxation for “freeport property,” which is defined as goods detained in the State for 175 days or less for the purpose of assembly, storage, manufacturing, processing or fabrication. Taxing units that took action prior to April 1, 1990, may continue to tax freeport property and decisions to continue to tax freeport property may be reversed in the future. However, decisions to exempt freeport property are not subject to reversal. Article VIII, section 1-n of the Texas Constitution provides for the exemption from taxation of “goods-in-transit.” “Goods-intransit” is defined by a provision of the Tax Code, which is effective for tax years 2008 and thereafter, as personal property acquired or imported into Texas and transported to another location in the State or outside of the State within 175 days of the date the property was acquired or imported into Texas. The exemption excludes oil, natural gas, petroleum products, aircraft and special inventory, including motor vehicle, vessel and out-board motor, heavy equipment and manufactured housing inventory. The Tax Code provision permits local governmental entities, on a local
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option basis, to take official action by January 1 of the year preceding a tax year, after holding a public hearing, to tax goods-in-transit during the following tax year. A taxpayer may receive only one of the freeport exemptions or the goods-in-transit exemptions for items of personal property. The County has not elected to tax goods-in-transit and does not exempt freeport property from taxation. Tax Abatement
The County and other tax entities may enter into tax abatements by creating reinvestment zones to encourage economic development. Prior to entering into a tax abatement agreement, each entity must adopt guidelines and criteria for establishing tax abatement, which each entity will follow in granting tax abatement to owners of property. The tax abatement agreements may exempt from ad valorem taxation by each of the applicable taxing jurisdictions, including the County, for a period of up to ten (10) years, all or any part of any increase in the assessed valuation of property covered by the agreement over its assessed valuation in the year in which the agreement is executed, on the condition that the property owner make specified improvements or repairs to the property in conformity with the terms of the tax abatement agreement. Each taxing jurisdiction has discretion to determine terms for its tax abatement agreements without regard to the terms approved by the other taxing jurisdictions. The County has entered into tax abatement agreements resulting in a value loss for ad valorem taxation purposes of approximately $14,442,190 of the 2016 certified tax roll. Pollution Control
The Property Code also provides for an exemption from ad valorem taxation for certain pollution control property. According to the 2016 certified tax roll, the County lost approximately $312,459,849 of value as a result of such exemption. Collections, Penalty and Interest
The County Tax Assessor-Collector is responsible for collection of taxes. The Property Tax Code contains provisions which allow the assessment and collections of County taxes by the Appraisal District or another taxing unit if the Commissioners Court elects to enter into a contract for that purpose and the County Tax Assessor-Collector approves such contract. The Property Tax Code also provides for assessment and collections of County taxes by the Appraisal District or another taxing unit in the County if that procedure is approved at an election which may be initiated by petition of 10,000 qualified voters of the County. Tax statements are required to be mailed by October 1, or as soon thereafter as practicable, and taxes generally become delinquent on February 1 of the following year. If tax statements are mailed after January 10, the delinquency date is postponed to the first day of the next month that will provide a period of at least 21 days between the date the statement is mailed and the date taxes become delinquent. So long as the Commissioners Court or voters of the County have not transferred responsibility for collection of the taxes to another taxing unit or the Appraisal District, the Commissioners Court may permit payment without penalty or interest of one half of the taxes due from each taxpayer by July 1 if one half of the taxes due for the current year from such taxpayers are paid prior to December 1. Delinquent taxes are subject to a 6% penalty for the first month of delinquency, plus 1% for each month thereafter to July 1 to a maximum penalty of 12% if any taxes are unpaid on July 1. Furthermore, the tax may incur an additional penalty of up to 20% if imposed by the County. Delinquent taxes also accrue interest at the rate of 1% per month during the period they remain outstanding. If the delinquency date is postponed, then the postponed date is the date from which penalty and interest accrues on the delinquent taxes. The County may waive penalties and interest on delinquent taxes if the error or omission of a representative of the County or of the Appraisal District caused the failure to pay the tax before delinquency and if the tax is paid within 21 days after the taxpayer knows or should know of the delinquency. The Property Tax Code also makes provision for the split payment of taxes, discounts for early payment and the postponement of the delinquency date of taxes under certain circumstances. Tax Liens
The Property Tax Code provides that on January 1 of each year a tax lien attaches to property to secure the payment of all taxes, penalties and interest ultimately imposed for the year on the property. The lien exists in favor of the State of Texas and each taxing unit, including the County, having power to tax the property. The tax lien on real property has priority over the claims of most creditors and other holder of liens on the property encumbered by the tax lien, whether or not the other debt or lien existed before the attachment of the tax lien, however, whether a lien of the United States is on a parity with or takes priority over a tax lien of the County is determined by applicable federal law. Taxes levied by the County are
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the personal obligation of the property owner and, under certain circumstances, personal property is subject to seizure and sale for the payment of delinquent taxes, penalty and interest thereon. Except with respect to taxpayers 65 and older, any time after taxes on property become delinquent, the County may file suit to foreclose the lien securing payment of the tax, to enforce personal liability for the tax or both. In filing a suit to foreclose a tax lien on real property, the County must join other taxing units that have claims for delinquent taxes against all or part of the same property. The ability of the County to collect delinquent taxes by foreclosure may be adversely affected by the amount of taxes owned to other taxing units, certain affirmative defenses, adverse market conditions affecting the liquidation of such owned property, taxpayer redemption rights, (a taxpayer may redeem property within six months for non-homestead property and within two years of foreclosure for homestead) or by bankruptcy proceedings which restrict the collection of taxpayer debts.
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COUNTY AD VALOREM TAXES
Table 4 - County Ad Valorem Tax Rates
The following table shows the ad valorem tax rates per $100 of assessed value levied by the County in each of the fiscal years 2014 through 2018 and tax years 2013 through 2017. The tax rates are levied on taxable property assessed at 100% of appraised value.
Tax Year 2017 Tax Year 2016 Tax Year 2015 Tax Year 2014 Tax Year 2013 FY 2018 FY 2017 FY 2016 FY 2015 FY 2014 Purpose: General Operation $0.4591 $0.4642 $0.4647 $0.4692 $0.4668 Limited Tax Bonds Debt 0.0610 0.0575 0.0700 0.0778 0.0847 Unlimited Tax Road Bonds 0.0260 0.0246 0.0265 0.0319 0.0322 Road and Flood Control 0.0058 0.0058 0.0057 0.0060 0.0061 Total Tax Rate $0.5519 $0.5520 $0.5670 $0.5848 $0.5898
Table 5 – Tax Levies and Collection Rates(1)
Collected Within the Fiscal Year of the Levy Total Collected to Date Fiscal Year Total Collected in ended Adjusted Percentage Subsequent Percentage of September 30 Tax Levy Amounts (2) of Levy Years (4) Amount (3) Levy
2012‐13 $126,290 $124,528 98.60% 838 $125,366 99.27% 2013-14 125,568 123,805 98.60% 1,595 125,400 99.87% 2014-15 130,850 129,171 98.72% 994 130,165 99.48% 2015-16 135,762 134,108 98.78% - 134,108 98.78% 2016-17 139,128 138,300 99.40% - - -
(1) Amounts expressed in thousands. (2) Collected from October 1 through September 30. (3) Collection amounts include overpayments which may be, or have been, refunded to taxpayers. Source: Galveston County Tax Assessor‐ Collector. (4) Fiscal years 2012 and 2013 subsequent years collection corrected per external audit report.
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Table 6 - Principal Taxpayers
The following table lists 10 taxpayers with the largest taxable values in the County for tax year 2016.
2016 % of Total Taxable Assessed Taxable Taxpaper Value(1) Assessed Value
Blanchard Refining Company, LLC $1,152,354,000 3.29% Valero Refining-Texas LP 615,880,000 1.76% Union Carbide Corporation 219,121,000 0.62% Praxair Inc. 211,265,000 0.60% Marathon Petroleum Company LP 192,058,000 0.55% Texas-New Mexico Power Company 145,785,000 0.42% BP Amoco Chemical Company 139,603,000 0.40% Centerpoint Energy, Inc. 97,269,000 0.28% (2) Galveston Outlets LLC 87,604,000 0.25% South Houston Green Power, LP 81,283,000 0.23% Totals $2,942,222,000 8.39%
Source: Galveston Central Appraisal District (1) 2016 Total assessed value = $35,065,880,544 (2) The real property owned by Galveston Outlets LLC is within the tax increment reinvestment zone of Texas City #1 which results in a proportion of the tax collections being retained by Texas City #1.
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COUNTY NET AD VALOREM TAX DEBT
Payment Record
The County has never defaulted in the payment of the principal of or the interest on any of its debt. Table 7 - Ad Valorem Tax Debt Ratios
The following table shows the total principal amount of the County’s outstanding ad valorem tax debt. All of the outstanding tax debt is payable from separate taxes levied for debt service. Galveston County, Texas Ratio of General Obligation Bonded Debt To Assessed Value and Net General Obligation Bonded Debt Per Capita Last Five Fiscal Years
Net Taxable Ratio of Net Bonded Fiscal Year Assessed Value* Net Bonded Debt* Debt to Assessed Value
2012-13 26,103,585 307,694 1.18% 2013-14 26,399,353 296,483 1.12% 2014-15 27,297,709 277,824 1.02% 2015-16 29,899,714 259,588 0.87% 2016-17 31,736,990 241,828 0.76%
* Amounts expressed in thousands.
Estimated County-wide and Overlapping Ad Valorem Tax Debt
In addition to the County, approximately ten (10) cities, towns and villages, nine (9) independent school districts, two (2) community college districts, and approximately thirty-two (32) special districts are empowered to levy taxes on property within the County. The following statement of direct and estimated overlapping ad valorem tax debt was developed from information contained in “Texas Municipal Reports,” published by the Municipal Advisory Council of Texas. Except for the amounts relating to the County, the County has not independently verified the accuracy or completeness of such information, and no person is entitled to rely upon such information as being accurate or complete. Furthermore, certain of the entities listed below may have issued additional debt since the dates stated in this table, and such entities may have programs requiring the issuance of substantial amounts of additional debt, the amount of which cannot be determined. Political subdivisions overlapping the County are authorized by Texas law to levy and collect ad valorem taxes for operation, maintenance and/or general revenue purposes in addition to taxes for payment of their debt, and some are presently levying and collecting such taxes.
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Table 8 - Estimated Overlapping Debt Statement
Galveston County, Texas Computation of Direct and Overlapping Bonded Debt (1) General Obligation Bonds September 30, 2016 (amounts expressed in thousands)
General Obligation Percentage Amount Bond Debt Applicable to Applicable to Governmental Unit Outstanding Government Government Galveston County $270,900 100% $270,900 Total Direct Debt 270,900 270,900
Dickinson 8,737 100% 8,737 Bayou Vista 122 100% 122 Friendswood 42,223 80.47% 33,977 Galveston 10,714 100% 10,714 Hitchcock 1,081 100% 1,081 La Marque 16,780 100% 16,780 League City 83,321 98.02% 81,671 Texas City 35,514 100% 35,514 Tiki Island 540 100% 540 Total Cities 199,032 189,136
School Districts Dickinson 255,482 100% 255,482 Friendswood 92,955 99.94% 92,899 Galveston 51,027 100% 51,027 High Island 895 100% 895 Hitchcock 34,893 100% 34,893 La Marque 18,119 100% 18,119 Santa Fe 62,700 100% 62,700 Texas City 106,215 100% 106,215 Total School Districts 622,286 622,230
Co-Line School Districts Clear Creek 876,828 33.41% 292,948
Other Bacliff MUD $13,334 100% $13,334 Bay Colony West MUD 12,408 100% 12,408 Bayview MUD 60 100% 60 Flamingo Isle MUD 3,613 100% 3,613
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General Obligation Percentage Amount Bond Debt Applicable to Applicable to Governmental Unit Outstanding Government Government Galveston County FWSD #6 3,416 100% 3,416 Galveston County MUD #6 10,157 100% 10,157 Galveston County MUD #12 551 100% 551 Galveston County MUD #13 1,985 100% 1,985 Galveston County MUD #14 9,800 100% 9,800 Galveston County MUD #15 8,523 100% 8,523 Galveston County MUD #30 4,502 100% 4,502 Galveston County MUD #31 2,164 100% 2,164 Galveston County MUD #32 1,980 100% 1,980 Galveston County MUD #39 25,749 100% 25,749 Galveston County MUD #43 26,706 100% 26,706 Galveston County MUD #44 9,556 100% 9,556 Galveston County MUD #45 8,317 100% 8,317 Galveston County MUD #46 28,953 100% 28,953 Galveston County MUD #54 15,058 100% 15,058 Galveston County MUD #56 4,800 100% 4,800 Galveston County MUD #66 1,754 100% 1,754 Galveston County MUD #68 2,166 100% 2,166 San Leon MUD 8,286 100% 8,286 Galveston WCID #1 2,272 100% 2,272 Galveston WCID #8 4,835 100% 4,835 Galveston WCID #12 14,435 100% 14,435 South Shore Harbor MUD #7 16,500 100% 16,500 Tara Glen MUD 1,656 100% 1,656 West Ranch Management Dist 22,216 100% 22,216 Total Others 265,752 265,752 Total Overlapping Debt $1,963,898 $1,370,067 Total Direct and Overlapping Debt $2,234,798 $1,640,967
Ratio of Direct and Overlapping Debt to 2016 Net Taxable Assessed Valuation 5.47% Per Capita Direct and Overlapping Debt (2015 estimated population = 322,225(2)) $5,078 (2) Net Taxable Assessed Valuation $29,899,714
Note: Overlapping governments are those that coincide, at least in part, with the geographic boundaries of the County. The percentage of overlapping debt applicable is estimated using the taxable assessed property values. Applicable percentages were estimated by determining the portion of another governmental unit's taxable assessed value that is within the County's boundaries and dividing it by the total assessed value of the overlapping government.
(1) Expenditures of the various taxing bodies within the territory of the County are paid out of ad valorem taxes levied by these taxing bodies on the properties within the County. These political taxing bodies are independent of the County and may borrow to finance their expenditures. The following statement of direct and estimated overlapping ad valorem tax bonds was developed from information contained in "Texas Municipal Reports" published by the Municipal Advisory Council of Texas. Except for the amounts relating to the County, the County has not independently verified the accuracy or completeness of such information and no person should rely upon such information as being accurate and complete. Furthermore, certain entities listed above may have issued additional bonds since the date stated in the table and may have programs requiring the issuance of substantial amounts of additional bonds, the amount of which cannot be determined. The preceding table reflects the County's estimated share of overlapping gross debt of these various taxing bodies. (2) 2015 estimated County population and Per Capita Direct and Overlapping Debt amounts are not rounded to thousands.
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THE COUNTY
County Characteristics
Galveston County is located on the Texas Gulf Coast, and is traversed by Interstate Highway 45, State Highways 3, 6 and 146 and four Farm-to-Market Roads. Petrochemical, maritime and support service companies of offshore oil and gas industry contribute significantly to the overall economic health of the County, combined with a strong foundation of educational, medical, financial, insurance, commercial, retail and tourism related sectors. Galveston County had a 1990 United States Census population of 245,185, which grew to 250,158 in 2000. In 2010, the United States Census population of Galveston County was 291,309. For 2015, the population of Galveston County was approximately 322,225. The City of Galveston is the county seat. Galveston Island is separated from the Mainland by the West Bay (the location of the Port of Galveston), while Bolivar Peninsula is separated from the Chambers County Mainland by East Bay. Other waterways associated with Galveston Bay include Dickinson Bay and Dickinson Bayou, Clear Lake and Clear Creek, and Highland Bayou. Dickinson Bayou is negotiable by barge traffic for roughly 8 miles into the center of the Galveston County mainland (in the vicinity of State Highway 3). Dickinson Bayou, Clear Lake and Clear Creek are negotiable by pleasure craft. The Gulf Intracoastal Waterway also is routed through Galveston Bay, as are the Houston Ship Channel, the Galveston Ship Channel and the Texas Ship Channel. The mean water depth for Galveston Bay is approximately 6 feet, while the man-made depth of the ship channels is currently 40 feet. The County is comprised of various municipalities of differing sizes and economic emphasis. The following table indicates the growth of the County as well as the municipalities contained therein. Table 10 - Galveston County Census Data
Galveston County Incorporated Cities Year Population City 1990 Census 2000 Census 2010 Census 1970 169,812 Galveston 59,067 57,247 47,743 1980 195,940 Bayou Vista 1,320 1,644 1,537 1990 217,396 Clear Lake Shores 1,096 1,205 1,063 2000 250,158 Dickinson 11,692 17,093 18,680 2010 291,309 Friendswood 22,814 23,230 25,510 2015* 322,225 Hitchcock 5,868 6,386 6,961 Jamaica Beach 624 1,075 983 Kemah 1,094 2,330 1,773 La Marque 14,120 13,682 14,509 League City 30,159 45,444 81,998 Santa Fe 8,429 9,548 12,222 Texas City 40,822 41,521 45,099 Tiki Island 537 1,106 968 Unincorporated 19,754 28,737 32,263 Total 217,396 250,158 291,309
Source: U.S. Census Bureau * Estimated population.
Risk of Damage to the County Caused by Weather Events and the Impact of Hurricane Ike
All of the United States Gulf Coast, including the County, is subject to hurricanes, tropical storms and other weather events that can cause loss of life and damage to property through weather events that include strong winds, storm surges, flooding and heavy rains. In the event that weather events cause a substantial loss of taxable assessed valuation in the County for a prolonged period, the ability of the County to pay its debt obligations, including the Bonds, could be impacted. On September 13, 2008 Hurricane Ike (the “Hurricane”) struck the Houston-Galveston region. Landfall of the Hurricane centered on Galveston Island and most parts of Galveston County. As a result of the Hurricane a significant
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number of residences, beach homes and commercial properties on Galveston Island, Bolivar Peninsula, San Leon and Bacliff were heavily damaged or destroyed due to the storm surge, high winds, and flooding. As a result of the damage caused by the Hurricane, a number of businesses and employers on Galveston Island were negatively affected. Several of the largest employers on the Island suffered tremendously from Hurricane Ike. For example, The University of Texas Medical Branch’s (“UTMB”) hospital cluster initially downsized from 600 to 200 beds, and the institution laid off more than 3,000 employees. Almost all infrastructure losses in the City of Galveston and Galveston County have been or will be reimbursed by FEMA. The upper part of the County including League City, Friendswood, Dickinson, Texas City and LaMarque suffered far less damage and loss than Galveston Island and Bolivar Peninsula. In total, Galveston County experienced a loss of approximately $2 billion in its total assessed valuations between 2008 and 2009, approximately a 10% reduction. Impact of Hurricane Harvey
On August 25, 2017, Hurricane Harvey, a Category 4 hurricane, made landfall on the Texas coast resulting in significant flooding within the Houston-Galveston region. As a result of the significant flooding caused by Hurricane Harvey, damaged property included residential and commercial properties, as well as numerous County-owned facilities. The President of the United States issued a major disaster declaration which was amended on August 27, 2017 to include Galveston County. The major disaster declaration made federal assistance available to the County for debris removal and emergency protective measure, including direct federal assistance, under the Public Assistance program. The County expects to receive 100% reimbursement from the Federal Emergency Management Administration (“FEMA”) for the costs related to debris removal and emergency protective measures. Hurricane Harvey impacted numerous County-owned facilities. While most facilities suffered only minor damages in the form of roof leaks or water incretion through windows and doors and remain open for County functions, five County- owned facilities suffered flood damage and are in need of extensive repairs or renovations before resuming County functions. Of these five County-owned facilities, three require water damage remediation and repair, one requires mold remediation and repair, and one facility must be rebuilt. To date, the County has received approximately $94,000 in insurance proceeds for repairs to County-owned facilities. The County currently estimates that the County will be required to fund out of the County’s general fund approximately $700,000 of the repairs to the damaged County-owned facilities. The County anticipates that a portion of the repairs to the County-owned facilities will be reimbursed by FEMA. In addition to the damage to County-owned facilities, the County anticipates spending approximately $1.1 million for emergency protective measures and debris removal. Approximately, 10% of homes and businesses within the County have experienced some amount of damage which includes approximately 20,000 homes damaged or destroyed. At this time, the 2018 property tax values do not appear to be significantly impacted, however, the County is not able to fully ascertain the impact of Hurricane Harvey on the residents or property owners or future taxable assessed valuations or sales tax collections within the County. The County will continue to monitor and evaluate the impact of Hurricane Harvey to determine the true impact on the County. New Economic Developments
UTMB . . .In the time since Hurricane Ike, UTMB built a $438 million hospital on the island. The new 13-story Jennie Sealy Hospital includes a surgical tower with 20 state-of-the-art operating suites. The new hospital is part of more than $1 billion in repair, renovation and new construction for UTMB. UTMB built a new clinical services wing next to the new Jennie Sealy Hospital and is renovating and modernizing John Sealy Hospital. Since the Hurricane Ike, UTMB has opened 25 clinics in 15 locations on the mainland for a total of 40 clinics on and off the island. The medical school also completed construction on a $62 million outpatient specialty care and surgical center in League City. The Galveston- based Sealy & Smith Foundation contributed $170 million to the cost of construction that was combined with $150 million in tuition revenue bonds approved by the Texas Legislature. The remaining $218 million in constructions costs came from UTMB.
Tanger Factory Outlet Centers . . .Developers built the first phase on 55 acres along Interstate 45 south of Holland Road in Texas City. The outlet mall opened in 2012 with 90 stores covering 350,000 square feet.
Pleasure Pier . . .The Pleasure Pier at 25th Street is a $60 million redevelopment and includes a paid parking lot with 500 spaces, full service restaurants, an entertainment stage, retail center, and amusement rides, all on a 1,130 foot long pier. The pier has the capacity of about 6,500 to 7,000 people, employees 650 people and opened in May 2012.
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Texas A&M University at Galveston . . .Texas A&M University at Galveston recently opened a new academic center in the summer of 2017. The buildings will further complement the $50 million Ocean and Coastal Studies Building, which opened in 2011.
INVESTMENTS
The County invests its investable funds in investments authorized by Texas law in accordance with written investment policies approved by the Commissioners Court of Galveston County, a copy of which is available upon request. Both state law and the County’s investment policies are subject to change. Legal Investments
Under Texas law, the County is authorized to invest in (1) obligations, including letters of credit, of the United States or its agencies and instrumentalities, (2) direct obligations of the State of Texas or its agencies and instrumentalities, (3) collateralized mortgage obligations directly issued by a federal agency or instrumentality of the United States, the underlying security for which is guaranteed by an agency or instrumentality of the United States, (4) other obligations, the principal and interest of which are unconditionally guaranteed or insured by, or backed by the full faith and credit of the State of Texas or the United States or their respective agencies and instrumentalities, (5) obligations of states, agencies, counties, cities, and other political subdivisions of any state rated as to investment quality by a nationally recognized investment rating firm not less than “A” or its equivalent, (6) interest-bearing banking deposits that are guaranteed or insured by the Federal Deposit Insurance Corporation or its successor or the National Credit Union Share Insurance Fund or its successors, (7) (a) certificates of deposit and share certificates issued by a depository institution that has its main office or branch office in the State of Texas, that are guaranteed or insured by the Federal Deposit Insurance Corporation or the National Credit Union Share Insurance Fund or their respective successors, or are secured as to principal by obligations described in clauses (1) through (5) and clause (14) or in any other manner and amount provided by law for County deposits, or (ii) where (a) the funds are invested by the County through (i) a broker that has its main office or branch office in this state and is selected from a list adopted by the County; (ii) a depository institution that has a main office or branch office in this state and that is selected by the County; (b) the broker or depository institution selected by the County arranges for the deposit of funds in one or more federally insured depository institutions, wherever located; (c) the certificates of deposit are insured by the United States or an instrumentality of the United States; and (d) the County appoints the depository institution acts as a custodian for the County with respect to the certificates of deposit, an entity described by Section 2257.041(d) Government Code, or a clearing broker-dealer registered with the Securities and Exchange Commission and operating pursuant to Securities and Exchange Commission Rule 15c3-3 (17 C.F.R., section 240.15c3-3), (8) fully collateralized repurchase agreements that have a defined termination date, are fully secured by obligations described in clause (1) and require the security being purchased by the County to be pledged to the County, held in the County’s name and deposited at the time the investment is made with the County or with a third party selected and approved by the County, and are placed through a primary government securities dealer or a financial institution doing business in the State of Texas, (9) bankers’ acceptances with the remaining term of 270 days or less from the date of issuance, if the short-term obligations of the accepting bank or its parent are rated at least “A-1” or “P-1” or the equivalent by at least one nationally recognized credit rating agency, (10) commercial paper with the remaining term of 270 days or less from the date of issuance that is rated at least “A-1” or “P-1” or the equivalent by at least (a) two nationally recognized credit rating agencies or (b) one nationally recognized credit rating agency if the paper is fully secured by an irrevocable letter of credit issued by a U.S. or state bank, (11) no-load money market mutual funds registered with and regulated by the United States Securities and Exchange Commission that comply with federal Securities and Exchange Commission Rule 2a-7, (12) no-load mutual fund registered with the United States Securities and Exchange Commission that: have an average weighted maturity of less than two years; and have a duration of one year or more and are invested exclusively in obligations described in this paragraph or have a duration of less than one year and the investment portfolio is limited to investment grade securities, excluding asset-backed securities, (13) public funds investment pools that have an advisory board which includes participants in the pool and are continuously rated as to investment quality by at least one nationally recognized investment rating firm of not less than “AAA” or its equivalent or no lower than investment grade with a weighted average maturity no greater than 90 days, and (14) bonds issued, assumed or guaranteed by the State of Israel. Texas law also permits the County to invest bond proceeds in a guaranteed investment contract subject to the limitations set forth in Chapter 2256, as amended, Texas Government Code. A political subdivision such as the County may enter into securities lending programs if (i) the securities loaned under the program are 100% collateralized, a loan made under the program allows for termination at any time and a loan made under the program is either secured by (a) obligations that are described in clauses (1) through (5) and (14) above, (b) irrevocable
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letters of credit issued by a state or national bank that is continuously rated by a nationally recognized investment rating firm at not less than “A” or its equivalent or (c) cash invested in obligations described in clauses (1) through (5) above, clauses (11) through (14) above, or an authorized investment pool; (ii) securities held as collateral under a loan are pledged to the County, held in the County’s name and deposited at the time the investment is made with the County or a third party designated by the County; (iii) a loan made under the program through either a primary government securities dealer or a financial institution doing business in the State of Texas; and (iv) the agreement to lend securities has a term of one year or less. The County is specifically prohibited from investing in: (1) obligations whose payment represents the coupon payments on the outstanding principal balance of the underlying mortgage-backed security collateral and pays no principal; (2) obligations whose payment represents the principal stream of cash flow from the underlying mortgage backed security and bears no interest; (3) collateralized mortgage obligations that have a stated final maturity of greater than 10 years; and (4) collateralized mortgage obligations the interest rate of which is determined by an index that adjusts opposite to the changes in a market index. Investment Policies
Under Texas law, the County is required to invest its funds under written investment policies that primarily emphasize safety of principal and liquidity; that address investment diversification, yield, maturity, and the quality and capability of investment management; and that include a list of authorized investments for County funds, maximum allowable stated maturity of any individual investment, and the maximum average dollar weighted maturity allowed for pooled fund groups. All County funds must be invested consistent with a formally adopted “Investment Strategy Statement” that specifically addresses each fund’s investment. Each Investment Strategy Statement will describe its objectives concerning (1) suitability of investment type, (2) preservation and safety of principal, (3) liquidity, (4) marketability of each investment, (5) diversification of the portfolio, and (6) yield. Under Texas law, County investments must be made “with judgment and care, under prevailing circumstances, that a person of prudence, discretion, and intelligence would exercise in the management of the person’s own affairs, not for speculation, but for investment, considering the probable safety of capital and the probable income to be derived.” At least quarterly the investment officers of the County will submit an investment report detailing: (1) the investment position of the County, (2) that all investment officers jointly prepared and signed the report, (3) the beginning market value, any additions and changes to market value, and the ending value of each pooled fund group, (4) the book value and market value of each separately listed asset at the beginning and end of the reporting period, (5) the maturity date of each separately invested asset, (6) the account or fund or pooled fund group for which each individual investment was acquired, and (7) the compliance of the investment portfolio as it relates to: (a) adopted investment strategy statements and (b) state law. No person may invest County funds without express written authority from the Commissioners Court. Additional Provisions
Under Texas law the County is additionally required to: (1) annually review its adopted policies and strategies, (2) require any investment officers with personal business relationships or relatives with firms seeking to sell securities to the County to disclose the relationship and file a statement with the Texas Ethics Commission and the Commissioners’ Court; (3) require the registered principal of firms seeking to sell securities to the County to: (a) receive and review the County’s investment policy, (b) acknowledge that reasonable controls and procedures have been implemented to preclude imprudent investment activities, and (c) deliver a written statement attesting to these requirements; (4) perform an annual audit of the management controls on investments and adherence to the County’s investment policy; (5) provide specific investment training for the Treasurer, Chief Financial Officer, or other investment officers; (6) restrict reverse repurchase agreements to not more than 90 days and restrict the investment of reverse repurchase agreement funds to no greater than the term of the reverse repurchase agreement; (7) restrict the investment in mutual funds in the aggregate to no more than 80% of the County’s monthly average fund balance, excluding bond proceeds and reserves and other funds held for debt service, and further restrict the investment in non-money market mutual funds of any portion of bond proceeds, reserves and funds held for debt service, and to no more than 15% of the County’s monthly average fund balance, excluding bond proceeds and reserves and other funds held for debt service; and (8) require local government investment pools to conform to the new disclosure, rating, net asset value, yield calculation and advisory board requirements.
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Table 9 - Distribution of County Investable Funds
As of September 30, 2017, the County’s unaudited investable funds were invested in the following categories of investments. The average remaining maturity of such investments was 31 days based on par value.
County Accounts Custodial Accounts Deposits: Demand Deposits $124,151,577 $16,604,293 Investments: Certificates of Deposit 3,626,198 Total Deposits and Investments $124,151,577 $20,230,491
Employment in the County
Table 11 - Top Principal Employers
The top principal employers in the County are indicated in the following table. Number of Employer Type of Business Employees University of Texas Medical Branch University 12,448 Clear Creek ISD School District 4,963 Marathon Petroleum Corp. Refinery 1,900 Texas City ISD School District 1,899 Walmart Retail 1,775 American National Insurance Company Insurance 1,600 Galveston County County 1,425 Galveston ISD School District 1,360 Dickinson ISD School District 1,350 Landry’s Seafood Inc. Restaurants 1,300
Source: GEDP Employer Survey, Galveston Economic Development Partnership
The annual average labor force statistics for Galveston County for the years 2012 through 2016 are shown below. Table 12 - Employment Statistics
The annual average labor force statistics for Galveston County:
Total Civilian Total Percent Total Year Labor Force Unemployment Unemployed Employed 2012 153,289 11,696 7.60% 141,591 2013 156,153 10,655 6.80% 145,498 2014 157,608 8,835 5.60% 148,773 2015 157,727 7,869 5.00% 149,858 2016 160,575 9,626 6.00% 150,949
Source: Texas Workforce Commission.
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Tourism throughout Galveston County
The County profits from year-round recreational opportunities including sailing, fishing, camping, golfing, swimming and water skiing. The Texas City Dike which extends five miles into Galveston Bay, offers beach launching, fishing pier, bait, camping and motel accommodations and other service facilities. Port Bolivar, located on the Gulf of Mexico, is also a destination for tourists and fishermen. The Galveston Bay/Clear Lake complex harbors one of the largest fleets of pleasure boats in the United States. Galveston hosts over 7 million visitors a year. A convention center, opened in 2003, is located on Seawall Boulevard, close to the San Luis Resort and the Galveston Island Hilton Hotel. The Convention Center, a two-story facility, contains an exhibit hall of over 43,000 square feet and a grand ballroom with 15,500 square feet. Major tourist attractions include the restored 1877 iron barque, the Elissa, the Center for Transportation and Commerce, the Texas Seaport Museum, Lone Star Flight Museum, Mary Moody Northern Museum, the Colonel (a Victorian-style paddle wheel boat), Schlitterbahn, the Strand Street District (a collection of restored iron front buildings from the 1800’s and other historically significant buildings), the Bishop’s Palace, Ashton Villa, the Grand 1894 Opera House, Moody Gardens, Strand Harborside, Pleasure Pier, and a collection of numerous restored homes known as the East End and Silk Stocking Historical Districts. Special annual festivities also draw thousands of visitors to Galveston Island including Galveston Historical Foundations’ Homes Tour, Dickens Festival on the Strand, Mardi Gras, and Oktoberfest. Galveston Wharves
The deep-water port situated at the entrance to Galveston Bay, commonly known as “Galveston Wharves,” is one of the largest dry cargo ports in the United States. Grain, containers, and general cargoes are exported from the Galveston Wharves. Principal imports include, bananas and other fresh fruits, construction and farm equipment, bulk products, containers and general cargoes. Following is a table listing the tonnage handled at the Galveston Wharves. Table 13 - Total Tonnage Handled by Facilities Owned by Galveston Wharves
Year(a) Tons(b) 2012 4,786,576 2013 4,464,309 2014 4,941,496 2015 5,603,307 2016 5,205,784 ______(a) Fiscal year ending December 31st. (b) Short tons.
Port of Texas City
The Port of Texas City/Texas City Terminal Railway Company, is the eighth largest port of 153 in the United States and the third largest in Texas, in total tonnage, ranking behind Houston and Corpus Christi. Education
Galveston College is located on Galveston Island and has an estimated enrollment of 2,071. Texas A&M University at Galveston is located on Galveston Island and has an estimated enrollment of 2,300. UTMB currently enrolls 3,169 students, residents and fellows. College of the Mainland is located in Texas City and has an estimated enrollment of 4,950. Cruise Lines
The Port is home to two year-round ported cruise ships, Carnival Cruise Lines and Royal Caribbean International vessels, with Disney Cruise Lines operating a holiday schedule between November through January. The Port of Galveston is ranked fourth in the nation in terms of cruise passenger embarkations. The Port handles over 238 sailings annually. Total revenue passengers was estimated to be 866,000 in 2016, up 3.7% from 2015.
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Administration of the County
The County Judge and the four County Commissioners who comprise the Commissioners Court, the County Tax Assessor-Collector and the County Treasurer, all of whom are elected officials, and the County Auditor have responsibility for the financial administration of the County. The Commissioners Court is the governing body of the County. It has certain powers expressly granted to it by the Legislature and powers necessarily implied from such grant. Its duties include approval of the County budget, determination of County tax rates, approval of contracts in the name of the County, calling of elections, issuance of bonds and appointments of certain County officials. Mark Henry, the County Judge, is the presiding officer 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 and is elected by the voters of his precinct for a four-year term. Other officials having responsibility for the financial administration of the County are the County Tax Assessor- Collector and the County Auditor. The County Tax Assessor-Collector, Cheryl E. Johnson, is responsible for assessing and collecting ad valorem taxes in the County. The County Treasurer, Kevin C. Walsh, C.P.A., is the chief custodian of County funds and his duties include the receipt of all monies belonging to the County from whatever source they may be derived, the deposit of such funds in a designated depository and the payment and application of disbursement of such funds, in such manner as the Commissioners Court may require or direct not inconsistent with law. The County Legal Director, Bob Boemer, advises and represents the County and its officers and employees in connection with legal matters. The County Auditor, Randall Rice, C.P.A., the chief financial officer of the County, is responsible for substantially all County finance and accounting control functions. His responsibilities include auditing, accounting systems design, financial planning, and financial relations. He is appointed for a two-year term by the State District Judges of Galveston County. Dwight Sullivan is the County Clerk and serves as Ex-Officio Clerk of the Commissioners Court.
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Table 14 - Statement of Revenues, Expenditures and Changes in Fund Balance
Listed below are audited statements of revenues, expenditure and changes in fund balance (amounts expressed in thousands) for the fiscal years ended September 30, 2012 through 2016. 2012 2013 2014 2015 2016 Revenues Taxes $ 121,711 $ 124,352 $ 123,944 $ 128,927 $ 133,954 Licenses and Permits 2,575 2,606 2,740 2,659 2,869 Intergovernmental (1) 93,437 34,666 73,863 68,491 59,616 Charges for Services 10,504 9,820 10,033 11,142 11,378 Fines and Forfeitures 2,911 2,893 3,024 2,433 2,152 Investment Earnings 1,118 1,218 1,131 973 797 Miscellaneous 4,883 6,316 5,559 3,944 4,784 Total Revenues (3) 237,139 181,871 220,292 218,569 210,550
Expenditures Current: General Government 91,382 53,170 98,709 90,906 68,720 Public Safety 48,731 48,776 53,964 55,547 59,802 Sanitation - - - - - Health and Social Services 17,824 18,852 16,257 14,408 14,916 Culture and Recreation 2,381 2,758 2,811 2,656 2,901 Conservation 432 472 455 470 486 Roads, Bridges, and Rights-of-Way 51,635 22,311 6,146 5,857 13,086 Debt Service: Principal Retirement 16,960 20,830 24,300 20,075 20,960 Interest and Fiscal Charges 14,496 13,258 13,086 11,667 10,806 Bond Issuance Costs 669 - - - - Capital Outlay 22,807 11,094 12,076 9,596 17,881 Total Expenditures (3) 267,317 191,521 227,804 211,182 209,559
Excess (Deficiency) of Revenues Over (Under) Expenditures (3) (30,178) (9,650) (7,512) 7,387 991
Other Financing Sources (Uses) Transfers In 6,655 19,744 11,312 7,171 2,560 Transfers Out (9,876) (23,103) (11,312) (7,171) (2,714) Sale of Capital Assets 3,555 218 85 182 117 Face Value – Long Term Debt Issued 52,650 - - - - Premium – Long Term Debt Issued 6,495 - - - - Refunded Bonds – Escrow Agent (58,451) - - - - Special Item – Texas Windstorm Settlement(2) 2,369 - Total Other Financing Sources (Uses) (3) 3,397 (3,141) 85 182 (38) - Net Change in Fund Balances (3) (26,781) (12,791) (7,427) 7,569 953
Fund Balances – Beginning 166,983 139,544 126,690 119,236 126,832 Prior Period adjustments (658) (63) - - -
Fund Balances – Ending $ 139,544 $ 126,690 $ 119,263 $ 126,832 $ 127,785
(1) The increases in intergovernmental revenues between fiscal years 2011-2015 were due to receipt of FEMA reimbursements for hurricane damages and funding reimbursements for CDBG and FEMA disaster programs. (2) Insurance proceeds received for damages caused by Hurricane Ike. (3) Columns may not foot due to rounding.
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TAX MATTERS
Tax Exemption
In the opinion of Andrews Kurth Kenyon LLP, Houston, Texas, Bond Counsel, interest on the Bonds (1) is excludable from gross income of the owners thereof for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) is not includable in the alternative minimum taxable income of individuals or, except as described below, corporations. The foregoing opinions of Bond Counsel are based on the Code and the regulations, rulings and court decisions thereunder in existence on the date of issue of the Bonds. Such authorities are subject to change and any such change could prospectively or retroactively result in the inclusion of the interest on the Bonds in gross income of the owners thereof or change the treatment of such interest for purposes of computing alternative minimum taxable income. In rendering its opinions, Bond Counsel has assumed continuing compliance by the County with certain covenants of the Order authorizing the issuance of the Bonds (the “Order”) and has relied on representations by the County with respect to matters solely within the knowledge of the County, which Bond Counsel has not independently verified. The covenants and representations relate to, among other things, the use of Bond proceeds and any facilities financed therewith, the source of repayment of the Bonds, the investment of Bond proceeds and certain other amounts prior to expenditure, and requirements that excess arbitrage earned on the investment of Bond proceeds and certain other amounts be paid periodically to the United States and that the County file an information report with the Internal Revenue Service (the “Service”). If the County should fail to comply with the covenants in the Order, or if its representations relating to the Bonds that are contained in the Order should be determined to be inaccurate or incomplete, interest on the Bonds could become taxable from the date of delivery of the Bonds, regardless of the date on which the event causing such taxability occurs. Interest on the Bonds owned by a corporation (other than an S corporation, a regulated investment company, a real estate investment trust (REIT), a real estate mortgage investment conduit (REMIC) or a financial asset securitization investment trust (FASIT)) will be included in such corporation’s adjusted current earnings for purposes of calculating such corporation’s alternative minimum taxable income. A corporation’s alternative minimum taxable income is the basis on which the alternative minimum tax imposed by the Code is computed. Except as stated above, Bond Counsel will express no opinion as to any federal, state or local tax consequences resulting from the ownership of, receipt or accrual of interest on or acquisition or disposition of the Bonds. Bond Counsel’s opinion is not a guarantee of a result, but represents its legal judgment based upon its review of existing statutes, regulations, published rulings and court decisions and the representations and covenants of the County described above. No ruling has been sought from the Service with respect to the matters addressed in the opinion of Bond Counsel, and Bond Counsel’s opinion is not binding on the Service. The Service has an ongoing program of auditing the tax-exempt status of the interest on municipal obligations. If an audit of the Bonds is commenced, under current procedures the Service is likely to treat the County as the “taxpayer,” and the owners of the Bonds may have no right to participate in the audit process. In responding to or defending an audit of the tax-exempt status of the interest on the Bonds, the County may have different or conflicting interests from the owners of the Bonds. Public awareness of any future audit of the Bonds could adversely affect the value and liquidity of the Bonds during the pendency of the audit, regardless of its ultimate outcome. Under the Code, taxpayers are required to provide information on their returns regarding the amount of tax-exempt interest, such as interest on the Bonds, received or accrued during the year. Prospective purchasers of the Bonds should be aware that the ownership of tax-exempt obligations, such as the Bonds, may result in collateral federal income tax consequences to, among others, financial institutions, life insurance companies, property and casualty insurance companies, certain foreign corporations doing business in the United States, certain S corporations with Subchapter C earnings and profits, individual recipients of Social Security or Railroad Retirement benefits, taxpayers who are deemed to have incurred or continued indebtedness to purchase or carry tax-exempt obligations, taxpayers owning an interest in a FASIT that holds tax-exempt obligations, and individuals otherwise eligible for the earned income tax credit. Such prospective purchasers should consult their tax advisors as to the consequences of investing in the Bonds. Proposed Tax Legislation
Tax legislation, administrative actions taken by tax authorities, and court decisions may cause interest on the Bonds to be subject, directly or indirectly, to federal income taxation or state income taxation, or otherwise prevent the beneficial
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owners of the Bonds from realizing the full current benefit of the tax status of such interest. In addition, tax reform legislation currently pending in the U.S. Congress may significantly reduce the benefit of, or otherwise affect, the exclusion from gross income for federal income tax purposes of interest on all state and local obligations, including the Bonds. In addition, such legislation or actions (whether currently proposed, proposed in the future or enacted) could affect the market price or marketability of the Bonds. Prospective purchasers of the Bonds should consult their own tax advisors regarding any pending or proposed federal or state tax legislation, regulations or litigation, and its impact on their individual situations, as to which Bond Counsel expresses no opinion.
TAX ACCOUNTING TREATMENT OF ORIGINAL ISSUE DISCOUNT BONDS
Some of the Bonds may be offered at an initial offering price which is less than the stated redemption price payable at maturity of such Bonds. If a substantial amount of any maturity of the Bonds is sold to members of the public (which for this purpose excludes bond houses, brokers and similar persons or entities acting in the capacity of wholesalers or underwriters) at such initial offering price, an initial owner who purchases the Bonds of that maturity (the “Discount Bonds”) will be considered to have “original issue discount” for federal income tax purposes equal to the difference between (a) the stated redemption price payable at the maturity of such Discount Bond and (b) the initial offering price to the public of such Discount Bond. Under existing law, such original issue discount will be treated for federal income tax purposes as additional interest on a Bond and such initial owner will be entitled to exclude from gross income for federal income tax purposes that portion of such original issue discount deemed to be earned (as discussed below) during the period while such Discount Bond continues to be owned by such initial owner. Except as otherwise provided herein, the discussion regarding interest on the Bonds under the caption “Tax Exemption” generally applies to original issue discount deemed to be earned on a Discount Bond while held by an owner who has purchased such Bond at the initial offering price in the initial public offering of the Bonds and that discussion should be considered in connection with this portion of the Official Statement. In the event of a redemption, sale, or other taxable disposition of a Discount Bond prior to its stated maturity, however, any amount realized by such initial owner in excess of the basis of such Discount Bond in the hands of such owner (increased to reflect the portion of the original issue discount deemed to have been earned while such Discount Bond continues to be held by such initial owner) will be includable in gross income for federal income tax purposes. Because original issue discount on a Discount Bond will be treated for federal income tax purposes as interest on a Bond, such original issue discount must be taken into account for certain federal income tax purposes as it is deemed to be earned even though there will not be a corresponding cash payment. Corporations that purchase Discount Bonds must take into account original issue discount as it is deemed to be earned for purposes of determining alternative minimum tax. Other owners of a Discount Bond may be required to take into account such original issue discount as it is deemed to be earned for purposes of determining certain collateral federal tax consequences of owning a Discount Bond. See “Tax Exemption” for a discussion regarding the alternative minimum taxable income consequences for corporations and for a reference to collateral federal tax consequences for certain other owners. The characterization of original issue discount as interest is for federal income tax purposes only and does not otherwise affect the rights or obligations of the owner of a Discount Bond or of the County. The portion of the principal of a Discount Bond representing original issue discount is payable upon the maturity or earlier redemption of such Bond to the registered owner of the Discount Bond at that time. Under special tax accounting rules prescribed by existing law, a portion of the original issue discount on each Discount Bond is deemed to be earned each day. The portion of the original issue discount deemed to be earned each day is determined under an actuarial method of accrual, using the yield to maturity as the constant interest rate and semi-annual compounding. The federal income tax consequences of the purchase, ownership, redemption, sale or other disposition of Discount Bonds by an owner that did not purchase such Bonds in the initial public offering and at the initial offering price may be determined according to rules which differ from those described above. All prospective purchasers of Discount Bonds should consult their tax advisors with respect to the determination for federal, state and local income tax purposes of interest and original issue discount accrued upon redemption, sale or other disposition of such Discount Bonds and with respect to the federal, state, local and foreign tax consequences of the purchase, ownership, redemption, sale or other disposition of such Discount Bonds.
TAX ACCOUNTING TREATMENT OF ORIGINAL ISSUE PREMIUM BONDS
Some of the Bonds may be offered at an initial offering price which exceeds the stated redemption price payable at the maturity of such Bonds. If a substantial amount of any maturity of the Bonds is sold to members of the public (which for this purpose excludes bond houses, brokers and similar persons or entities acting in the capacity of wholesalers or
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underwriters) at such initial offering price, each of the Bonds of such maturity (“Premium Bond”) will be considered for federal income tax purposes to have “bond premium” equal to the amount of such excess. The basis for federal income tax purposes of a Premium Bond in the hands of an initial purchaser who purchases such Premium Bond in the initial offering must be reduced each year and upon the sale or other taxable disposition of the Premium Bond by the amount of amortizable bond premium. This reduction in basis will increase the amount of any gain (or decrease the amount of any loss) recognized for federal income tax purposes upon the sale or other taxable disposition of a Premium Bond by the initial purchaser. Generally, no corresponding deduction is allowed for federal income tax purposes for the reduction in basis resulting from amortizable bond premium with respect to a Premium Bond. The amount of bond premium on a Premium Bond which is amortizable each year (or shorter period in the event of a sale or disposition of a Premium Bond) is determined under special tax accounting rules which use a constant yield throughout the term of the Premium Bond based on the initial purchaser’s original basis in such Premium Bond. The federal income tax consequences of the purchase, ownership, redemption, sale or other disposition by an owner of Premium Bonds that are not purchased in the initial offering or which are purchased at an amount representing a price other than the initial offering price for the Premium Bonds of the same maturity may be determined according to rules which differ from those described above. Moreover, all prospective purchasers of Premium Bonds should consult their tax advisors with respect to the federal, state, local and foreign tax consequences of the purchase, ownership, redemption, sale or other disposition of Premium Bonds.
LEGAL INVESTMENTS AND ELIGIBILITY TO SECURE PUBLIC FUNDS IN TEXAS
Section 1201.041, Texas Government Code provides that the Bonds are negotiable instruments, are investment securities to which Chapter 8, Texas Business and Commerce Code applies, and are legal and authorized investments for insurance companies, fiduciaries or trustees and for a sinking fund of a municipality or other political subdivision or public agency of the State of Texas. Texas law further provides that the Bonds are eligible to secure deposits of any public funds of the state, its agencies or political subdivisions and are lawful and sufficient security for those deposits to the extent of their market value. For political subdivisions in the State which have adopted investment policies and guidelines in accordance with the Public Funds Investment Act (Texas Government Code, Chapter 2256, as amended), the Bonds may have to be assigned a rating of “A” or its equivalent as to investment quality by a national rating agency before such Bonds are eligible investments for sinking funds and other public funds. No review by the County has been made of the laws in other states to determine whether the Bonds are legal investments for various institutions in those states.
REGISTRATION AND QUALIFICATION OF BONDS FOR SALE
The sale of the Bonds has not been registered under the federal Securities Act of 1933, as amended, in reliance upon the exemption provided thereunder by Section 3(a)(2); and the Bonds have not been qualified under the Securities Act of Texas in reliance upon various exemptions contained therein; nor have the Bonds been qualified under the securities act of any other jurisdiction. The County assumes no responsibility for qualification of the Bonds under the securities laws of any jurisdiction in which the Bonds may be sold, assigned, pledged, hypothecated or otherwise transferred. This disclaimer of responsibility for qualification for sale or other disposition of the Bonds will not be construed as an interpretation of any kind with regard to the availability of any exemption from securities registration provisions.
EFFECTS OF SEQUESTRATION ON CERTAIN OBLIGATIONS
Pursuant to the requirements of the Balanced Budget and Emergency Deficit Control Act of 1985, as amended, certain automatic reductions in federal spending took effect as of March 1, 2013. These required reductions in federal spending include a reduction to refundable credits under section 6431 of the Internal Revenue Code (the “Code”) applicable to certain qualified bonds, including “build America bonds” under section 54AA of the Code for which an issuer elected to receive a direct credit subsidy payment pursuant to section 6431 of the Code. For such qualified bonds eligible for the direct credit subsidy payment, the Office of Management and Budget (“OMB”) set a sequester percentage (i.e. reduction) of 5.1% (the annualized percentage was 8.7%) for FY 2013, 7.2% for FY 2014, 7.3% for FY 2015, 6.8% for FY 2016, and 6.9% for FY 2017. For FY 2018, the OMB set the sequester percentage at 6.6%, which applies to any payments processed on or after October 1, 2017 and on or before September 30, 2018, unless
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and until a law is enacted that cancels or otherwise impacts the sequester. Sequestration may continue past September 31, 2018, and the sequestration percentage may increase or decrease in any fiscal year. The County has previously issued its Unlimited Tax Road Bonds, Series 2009A (Build America Bonds), its Limited Tax County Building Bonds, Series 2009B (Build America Bonds), and its Limited Tax Flood Control Bonds, Series 2009C- 2 (Build America Bonds)(collectively, the “Affected Obligations”). It is anticipated that the federal payments to the County for such Affected Obligations will be reduced as described above. Pursuant to the order authorizing the issuance of the Affected Obligations, the County is required to make interest and principal payments on the Affected Obligations regardless of whether any federal funding is received. The reductions in the payments to be received by the County have not materially adversely affected the financial condition or operations of the County. However, the County can make no prediction as to the length or long-term effects of the sequestration on the financial condition or operations of the County.
LEGAL MATTERS
The County will furnish to the Underwriters a complete transcript of proceedings incident to the authorization and issuance of the Bonds, including the unqualified approving legal opinion of the Attorney General of the State of Texas to the effect that the Bonds are valid and legally binding obligations of the County, and based upon examination of such transcript of proceedings, the approving legal opinion of Bond Counsel, to a like effect. The forms of Bond Counsel’s opinions are included in Appendix C. Except as noted below, Bond Counsel did not take part in the preparation of the Official Statement, and such firm has not assumed any responsibility with respect hereto or undertaken independently to verify any of the information contained herein except that in its capacity as Bond Counsel, such firm has reviewed the information appearing under captions or subcaptions, “PLAN OF FINANCING,” “THE BONDS” (except under the subcaption “Book-Entry Only System,” “Default and Remedies” and “Payment Record”), and “CONTINUING DISCLOSURE OF INFORMATION” (except under the subcaption “Compliance with Prior Undertakings”) and such firm is of the opinion that the statements and information contained therein fairly and accurately reflect the provisions of the Order; further, such firm has reviewed the information appearing under the captions and subcaptions “TAX MATTERS – Tax Exemption,” “TAX ACCOUNTING TREATMENT OF ORIGINAL ISSUE DISCOUNT BONDS,” “TAX ACCOUNTING TREATMENT OF ORIGINAL ISSUE PREMIUM BONDS,” “LEGAL MATTERS” (exclusive of the last two sentences of the second paragraph thereof and the third paragraph), “LEGAL INVESTMENTS AND ELIGIBILITY TO SECURE PUBLIC FUNDS IN TEXAS,” and “REGISTRATION AND QUALIFICATION OF BONDS FOR SALE” and such firm is of the opinion that legal matters contained under such captions and subcaptions is an accurate and fair description of the laws and legal issues addressed therein. Such firm has not, however, independently verified any of the factual information contained in this Official Statement nor has it conducted an investigation of the affairs of the County for the purpose of passing upon the accuracy or completeness of this Official Statement. No person is entitled to rely upon such firm’s limited participation as an assumption of responsibility for, or an expression of opinion of any kind with regard to the accuracy or completeness of any of the information contained herein. The legal fees to be paid Bond Counsel for services rendered in connection with the issuance of the Bonds are contingent on the sale and delivery of the Bonds. The form of legal opinion is attached hereto as Appendix C. Certain matters will also be passed upon by Bracewell LLP, Houston, Texas, as Special Disclosure Counsel to the County. Certain legal matters will be passed upon Allen Boone Humphries Robinson LLP, Houston, Texas, counsel for the Underwriters. The fee of Allen Boone Humphries Robinson LLP, as counsel to the Underwriters, is contingent upon the sale and delivery of the Bonds. The legal opinions to be delivered concurrently with the delivery of the Bonds express the professional judgment of the respective attorneys rendering the opinions as to the legal issues explicitly addressed therein. In rendering a legal opinion, the attorney does not become an insurer or guarantor of that expression of professional judgment, of the transaction opined upon, or of the future performance of the parties to the transaction. Nor does the rendering of an opinion guarantee the outcome of any legal dispute that may arise out of the transaction
RATINGS
The rating services of Fitch Ratings and Moody’s Investors Service, Inc. have assigned ratings to the Bonds of “___” and “___”, respectively. Ratings reflect only the views of the rating agencies, from whom an explanation of the significance of such ratings may be obtained. There is no assurance that ratings will continue for any given period of time or that they will not be revised downward or withdrawn entirely if, in the judgment of a rating agency, circumstances so warrant. The County and the Underwriters have undertaken no responsibility to bring to the attention of the holders of the Bonds any proposed revision or withdrawal of the ratings on the Bonds or to oppose any such proposed revision or withdrawal. Any such downward revision or withdrawal could have an adverse effect on the market price of the Bonds.
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LITIGATION
On the Date of Delivery of the Bonds to the Underwriters, the County will execute and deliver to the Underwriters a certificate to the effect that, except as disclosed herein, no litigation of any nature has been filed or is pending, as of that date, to restrain or enjoin the issuance or delivery of the Bonds or which would affect the provisions made for their payment or security or in any manner question the validity of the Bonds. The County is not a party to any litigation or other proceeding pending or to its knowledge, threatened, in any court, agency or other administrative body (either state or federal) which, if decided adversely to the County, would have a material adverse effect on the financial condition of the County.
UNDERWRITERS
The Underwriters have agreed, subject to certain conditions, to purchase the Limited Tax Bonds at a price equal to the initial offering prices to the public, as shown on page ii, less an underwriting discount of $______plus a [net] premium of $______, and no accrued interest on the Limited Tax Bonds. The Underwriters’ obligations are subject to certain conditions precedent. The Underwriters will be obligated to purchase all of the Limited Tax Bonds if any Limited Tax Bonds are purchased. The Limited Tax Bonds may be offered and sold to certain dealers and others at prices lower than such public offering price, and such public prices may be changed from time to time, by the Underwriters. The Underwriters have agreed, subject to certain conditions, to purchase the Unlimited Tax Bonds at a price equal to the initial offering prices to the public, as shown on page iii, less an underwriting discount of $______plus a [net] premium of $______, and no accrued interest on the Unlimited Tax Bonds. The Underwriters’ obligations are subject to certain conditions precedent. The Underwriters will be obligated to purchase all of the Unlimited Tax Bonds if any Unlimited Tax Bonds are purchased. The Unlimited Tax Bonds may be offered and sold to certain dealers and others at prices lower than such public offering price, and such public prices may be changed from time to time, by the Underwriters. The Underwriters have agreed, subject to certain conditions, to purchase the Flood Control Bonds at a price equal to the initial offering prices to the public, as shown on page iv, less an underwriting discount of $______plus a [net] premium of $______, and no accrued interest on the Flood Control Bonds. The Underwriters’ obligations are subject to certain conditions precedent. The Underwriters will be obligated to purchase all of the Flood Control Bonds if any Flood Control Bonds are purchased. The Flood Control Bonds may be offered and sold to certain dealers and others at prices lower than such public offering price, and such public prices may be changed from time to time, by the Underwriters. The Underwriters have provided the following sentence for inclusion in this Official Statement. The Underwriters have reviewed the information in this Official Statement in accordance with their responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such information.
VERIFICATION OF ACCURACY OF MATHEMATICAL COMPUTATIONS
The arithmetical accuracy of certain computations included in the schedules provided by the Underwriters on behalf of the County relating to (a) computation of forecasted receipts of principal and interest on the Escrowed Securities and the forecasted payments of principal and interest to redeem the Refunded Bonds, and (b) computation of the yields on the Bonds and the restricted obligations was examined by The Arbitrage Group, Inc. Such computations were completed using certain assumptions and information supplied by the Underwriters. The Arbitrage Group, Inc. has restricted its procedures to examining the arithmetical accuracy of certain computations and has not made any study or evaluation of the assumptions and information upon which the computations are based and, accordingly, has not expressed an opinion on the data used, the reasonableness of the assumptions or the achievability of the forecasted outcome.
FINANCIAL ADVISOR
Hutchinson, Shockey, Erley & Co. (the “Financial Advisor”) is employed by the County as financial advisor in connection with the issuance of the Bonds and, in such capacity, has assisted the County in the preparation of this Official Statement. The Financial Advisor’s fee for services rendered with respect to the sale of the Bonds is contingent upon the issuance and delivery of the Bonds.
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Although the Financial Advisor has read and participated in the preparation of this Official Statement, it has not independently verified any of the information set forth herein. The information contained in this Official Statement has been obtained primarily from the County’s records and from other sources which are believed to be reliable, including financial records of the County and other entities which may be subject to interpretation. No guarantee is made as to the accuracy or completeness of any such information. No person, therefore, is entitled to rely upon the participation of the Financial Advisor as an implicit or explicit expression of opinion as to the completeness and accuracy of the information contained in this Official Statement.
FINANCIAL STATEMENTS
Appendix A to this Official Statement contains the audited general purpose financial statements of the County for the year ended September 30, 2016. The general purpose financial statements have been prepared in accordance with generally accepted accounting principles and include financial information with respect to several separate legal entities which are not obligated for the payment of the Bonds. Accordingly, financial and statistical information with respect to such separate legal entities is generally not included in this Official Statement.
CONTINUING DISCLOSURE OF INFORMATION
In the Order, the County has made the following agreement for the benefit of the holders and beneficial owners of the Bonds. The County is required to observe the agreement for so long as it remains obligated to advance funds to pay the Bonds. Under the agreement, the County will be obligated to provide certain updated financial information and operating data annually, and timely notice of specified material events, to the Municipal Securities Rulemaking Board (“MSRB”). This information will be available free of charge from the MSRB via Electronic Municipal Market Access (“EMMA”) system at www.emma.msrb.org. Annual Reports
The County will provide certain updated financial information and operating data to the MSRB annually in an electronic format as prescribed by the MSRB. The information to be updated includes all quantitative financial information and operating data with respect to the County as follows: (i) annual audited financial statements of the County set forth in Appendix A of this Official Statement and (ii) information of the general type included in this Official Statement in Tables 1 through 7 and 9 through 14. The County will update and provide this information within six months after the end of each fiscal year. The County may provide updated information in full text or may incorporate by reference certain other publicly available documents, as permitted by the United States Securities and Exchange Commission (the “SEC”) Rule 15c2- 12 (the “Rule”). The updated information will include audited financial statements, if the County commissions an audit and it is completed by the required time. If audited financial statements are not available by the required time, the County will provide unaudited financial statements until the audit becomes available and audited financial statements when and if the audit report becomes available. Any such financial statements will be prepared in accordance with the accounting principles described in Appendix A or such other accounting principles employed by the County. The County’s current fiscal year end is September 30. Accordingly, it must provide updated information by the last day of March in each year, unless the County changes its fiscal year. If the County changes its fiscal year or accounting principles, it will provide notice of such change to the MSRB. Material Events Notices
The County will also provide timely notices of certain events to the MSRB (not in excess of ten (10) business days after the occurrence of the event). The County will provide notice of any of the following events with respect to the Bonds: (1) principal and interest payment delinquencies; (2) non-payment related defaults, if material; (3) unscheduled draws on debt service reserves reflecting financial difficulties; (4) unscheduled draws on credit enhancements reflecting financial difficulties; (5) substitution of credit or liquidity providers, or their failure to perform; (6) adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds; (7) modifications to rights of holders of the Bonds, if material; (8) Bond calls, if material, and tender offers; (9) defeasances; (10) release, substitution, or sale of property securing repayment of the Bonds, if material; (11) rating changes; (12) bankruptcy, insolvency, receivership or similar event of the
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County; (13) the consummation of a merger, consolidation, or acquisition involving the County or the sale of all or substantially all of the assets of the County, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and (14) appointment of a successor or additional trustee or the change of name of a trustee, if material. (Neither the Bonds nor the Order make any provision for debt service reserves, liquidity enhancement, or credit enhancement). In addition, the County will provide timely notice of any failure by the County to provide information, data, or financial statements in accordance with its agreement described above under “Annual Reports”. All documents provided to the MSRB shall be accompanied by identifying information, as prescribed by the MSRB. Limitations and Amendments
The County has agreed to update information and to provide notices of material events only as described above. The County has not agreed to provide other information that may be relevant or material to a complete presentation of its financial results of operations, condition, or prospects or agreed to update any information that is provided, except as described above. The County makes no representation or warranty concerning such information or concerning its usefulness to a decision to invest in or sell the Bonds at any future date. The County disclaims any contractual or tort liability for damages resulting in whole or in part from any breach of its continuing disclosure agreement or from any statement made pursuant to its agreement, although holders and beneficial owners of the Bonds may seek a writ of mandamus to compel the County to comply with its agreement. This continuing disclosure agreement may be amended by the County from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the County, but only if (1) the provisions, as so amended, would have permitted an underwriter to purchase or 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 either (a) the registered owners of a majority in aggregate principal of the outstanding Bonds consent to such amendment or (b) a person that is unaffiliated with the County (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interest of the registered owners and beneficial owners of the Bonds. The County may also amend or repeal the provisions of this continuing disclosure agreement if the SEC amends or repeals the applicable provision of the Rule or a court of final jurisdiction enters judgment that such provisions of the Rule 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. If the County amends its agreement, it must include with the next financial information and opening data provided in accordance with its agreement described above under “Annual Reports” an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in type of information and data provided. The County may also amend or repeal the provisions of this continuing disclosure agreement if the SEC amends or repeals the applicable provision of the Rule or a court of final jurisdiction enters judgment that such provisions of the Rule 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. Compliance with Prior Undertakings
The County determined that it did not file its operating and financial for certain fiscal years. In order to comply with its continuing disclosure undertaking, on January 6, 2017, the County filed with EMMA a Material Event Notice along with the annual operating data for the fiscal year ended September 30, 2015, which contains the most updated versions of all operating data required under the existing continuing disclosure agreements (the “Material Event Filing”) and also provided certain annual operating and financial data in a tabular format although it was included in prior filings of audited financial statements. For future continuing disclosure filings, the County will file its updated operating data in a separate document from its annual audited financial statements to be filed with the MSRB via EMMA. For more information related to the Material Event Filing, see www.emma.msrb.org/ES1005837-ES787934-ES1189220.pdf, or for additional information relating to the County’s continuing disclosure filing history, see www.emma.msrb.org.
FORWARD LOOKING STATEMENTS DISCLAIMER
The statements contained in this Official Statement, and in any other information provided by the County, that are not purely historical, are forward-looking statements, including statements regarding the County’s expectations, hopes, intentions, or strategies regarding the future. Readers should not place undue reliance on forward-looking statements. All forward-looking statements included in this Official Statement are based on information available to the County on the
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date hereof, and the County assumes no obligation to update any such forward-looking statements. The County’s actual results could differ materially from those discussed in such forward-looking statements. The forward-looking statements included herein are necessarily based on various assumptions and estimates and are inherently subject to various risks and uncertainties, including risks and uncertainties relating to the possible invalidity of the underlying assumptions and estimates and possible changes or developments in social, economic, business, industry, market, legal, and regulatory circumstances and conditions and actions taken or omitted to be taken by third parties, including customers, suppliers, business partners and competitors, and legislative, judicial, and other governmental authorities and officials. Assumptions related to the foregoing involve judgments with respect to, among other things, future economic, competitive, and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the County. Any of such assumptions could be inaccurate and, therefore, there can be no assurance that the forward-looking statements included in this Official Statement will prove to be accurate.
UPDATING OF OFFICIAL STATEMENT
The County will keep the Official Statement current by amendment or sticker to reflect material changes in the affairs of the County and, to the extent that information comes to its attention, to the other matters described in the Official Statement, in accordance with the terms of the bond purchase contract. All changes in the affairs of the County and other matters described in the Official Statement subsequent to the delivery of the Bonds to the Underwriters and all information with respect to the resale of the Bonds shall be the responsibility of the Underwriters except as described herein under “CONTINUING DISCLOSURE OF INFORMATION.”
CONCLUDING STATEMENT
To the extent that any statements made in this Official Statement involve matters of opinion or estimates, whether or not expressly stated to be such, they are made as such and not as representations of fact or certainty and no representation is made that any of these statements have been or will be realized. Information in this Official Statement has been derived by the County from official and other sources and is believed by the County to be accurate and reliable. Information other than that obtained from official records of the County has not been independently confirmed or verified by the County and its accuracy is not guaranteed. This Official Statement was duly authorized and approved by the Commissioners Court of Galveston County, as of the date specified on the first page hereof. GALVESTON COUNTY, TEXAS
County Judge Galveston County, Texas
ATTEST:
County Clerk Galveston County, Texas
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APPENDIX A
Excerpts from Galveston County’s Audited Financial Statements for the Fiscal Year ended September 30, 2016
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This page left intentionally blank. GALVESTON COUNTY, TEXAS COMPREHENSIVE ANNUAL FINANCIAL REPORT For the Fiscal Year Ended September 30, 2016 Prepared by: Office of County Auditor Galveston County, Texas
1 Galveston County, Texas Comprehensive Annual Financial Report For the Fiscal Year Ended September 30, 2016 TABLE OF CONTENTS Page INTRODUCTORY SECTION Letter of Transmittal ...... 7 GFOA Certificate of Achievement ...... 13 Organizational Chart ...... 14 List of Elected and Appointed Officials ...... 15 FINANCIAL SECTION Independent Auditor’s Report ...... 17 Management’s Discussion and Analysis ...... 21 Basic Financial Statements: Government wide Financial Statements: Statement of Net Position ...... 43 Statement of Activities ...... 44 Fund Financial Statements: Balance Sheet – Governmental Funds ...... 45 Reconciliation of the Balance Sheet Governmental Funds to the Government wide Statement of Net Position ...... 46 Statement of Revenues, Expenditures, and Changes in Fund Balances Governmental Funds .... 47 Reconciliation of the Statement of Revenues, Expenditures, and Changes in Fund Balances Governmental Funds to the Government wide Statement of Activities ...... 48 Statement of Net Position – Proprietary Funds ...... 49 Statement of Revenues, Expenses, and Changes in Net Position – Proprietary Funds ...... 50 Statement of Cash Flows – Proprietary Funds ...... 51 Statement of Assets and Liabilities – Fiduciary Funds ...... 52 Notes to the Financial Statements ...... 55
2 Required Supplementary Information (Unaudited): Schedule of Revenues, Expenditures, and Changes in Fund Balances – Budget and Actual – Major Funds: General Fund ...... 89 Road and Bridge Fund ...... 99 Grant Fund ...... 100 Debt Service Fund ...... 102 Notes to the Required Supplementary Information – Budgetary Schedules ...... 103 Schedule of Changes in Net Pension Liability and Related Ratios General Employees’ Retirement Plan ...... 104 Schedule of Employer Contributions – General Employees’ Retirement Plan ...... 105 Schedule of Funding Progress – General Employees’ Other Post Employment Benefits Plan ...... 106 Combining and Individual Fund Information and Other Supplementary Information: Nonmajor Governmental Funds: Combining Balance Sheet – Nonmajor Governmental Funds ...... 110 Combining Statement of Revenues, Expenditures, and Changes in Fund Balances – Nonmajor Governmental Funds ...... 111 Nonmajor Special Revenue Funds: Combining Balance Sheet – All Nonmajor Special Revenue Funds ...... 117 Combining Statement of Revenues, Expenditures, and Changes in Fund Balances – All Nonmajor Special Revenue Funds ...... 122 Individual Schedules of Revenues, Expenditures, and Changes in Fund Balances Budget and Actual – Nonmajor Special Revenue Funds ...... 127 Nonmajor Capital Projects Funds: Combining Balance Sheet – Nonmajor Capital Projects Funds ...... 162 Combining Statement of Revenues, Expenditures, and Changes in Fund Balances – Nonmajor Capital Projects Funds ...... 166 Individual Schedules of Revenues, Expenditures, and Changes in Fund Balances Budget and Actual – Nonmajor Capital Projects Funds ...... 170
3 Proprietary Funds: Internal Service Funds: Combining Statement of Net Position – Internal Service Funds ...... 188 Combining Statement of Revenues, Expenses, and Changes in Fund Net Position – Internal Service Funds...... 189 Combining Statement of Cash Flows – Internal Service Funds ...... 190 Fiduciary Funds: Agency Funds: Combining Statement of Assets and Liabilities – Agency Funds ...... 194 Combining Statement of Changes in Assets and Liabilities – Agency Funds ...... 196 STATISTICAL SECTION Financial Trends: Net Position by Component – Last Ten Fiscal Years ...... 205 Changes in Net Position – Last Ten Fiscal Years ...... 206 Governmental Activities Tax Revenue by Source – Last Ten Fiscal Years ...... 208 Fund Balances of Governmental Funds – Last Ten Fiscal Years ...... 209 Changes in Fund Balances of Governmental Funds – Last Ten Fiscal Years ...... 210 Revenue Capacity: Assessed Value and Estimated Actual Value of Taxable Property – Last Ten Fiscal Years ...... 213 Property Tax Rates Direct and All Overlapping Governments – Last Ten Fiscal Years ...... 214 Principal Taxpayers – Current Year and Nine Years Ago ...... 217 Property Tax Levies and Collections – Last Ten Fiscal Years ...... 219 Debt Capacity: Ratio of Outstanding Debt by Type Last Ten Fiscal Years ...... 221 Ratio of Net General Obligation Bonded Debt to Assessed Value and Net General Obligation Bonded Debt per Capita – Last Ten Fiscal Years ...... 222 Computation of Direct and Overlapping Bonded Debt – General Obligation Bonds ...... 224 Legal Debt Margin Information – Last Ten Fiscal Years ...... 226
4 Demographic and Economic Information: Demographic and Economic Statistics – Last Ten Fiscal Years ...... 229 Principal Employers – Current Year and Nine Years Ago ...... 230 Operating Information: County Employees by Function – Last Ten Fiscal Years ...... 233 Operating Indicators by Function – Last Ten Fiscal Years ...... 234 Capital Asset Statistics by Function – Last Ten Fiscal Years ...... 238
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N T R O D U C T O R Y
S E C T I O N 6 GALVESTON Office of County Auditor Randall Rice CPA CISA CIO, County Auditor COUNTY Kristin Bulanek CIA, First Assistant County Auditor P.O. Box 1418, Galveston, Texas 77553 (409) 770 5304 722 Moody Ave 4th Floor, Galveston, TX 77550 March 20, 2017 To the Honorable District Judges of Galveston County To the Members of the Galveston County Commissioners Court To the Citizens of Galveston County, Texas The Comprehensive Annual Financial Report of Galveston County, Texas, for the fiscal year ended September 30, 2016, is submitted herewith in accordance with Chapter 114.025 of the Local Government Code. The accompanying financial statements were prepared in accordance with accounting principles generally accepted in the United States of America as promulgated by the Governmental Accounting Standards Board and audited in accordance with auditing standards generally accepted in the United States of America by a firm of licensed public accountants. Assumption of responsibility. This report consists of the county’s representations concerning its finances. Consequently, the county assumes full responsibility for the completeness and reliability of the information presented herein. Internal control. To provide a reasonable basis for making these representations, the county has established a comprehensive internal control framework designed both to protect the government’s assets from loss, theft and/or misuse and to compile sufficient reliable information for the preparation of the county’s financial statements in conformity with generally accepted accounting principles (“GAAP”). Because the cost of internal controls should not outweigh their benefits, the county’s comprehensive framework of internal control has been designed to provide reasonable, rather than absolute, assurance the financial statements will be free from material misstatement. The county asserts, to the best of its knowledge and belief, this financial report is complete and reliable in all material respects. Independent audit. The county’s financial statements have been audited by Pattillo, Brown &