ORDER NO. 31673
CON~'INUING DISCLOSURE DISSEMINATION AGENT AGREEMENT
Came to be heard this the 22nd day of March, 2010, with a motion made by
Commissioner Williams, seconded by Commissioner Oehler, the Court unanimously
approved by'a vote of 4-0-0 to:
Approve Cd,ntinuing Disclosure Dissemination Agent Agreement with RBC Capital
Markets to provide dissemination agent services in connection with the continuing
disclosure obligations of Kerr County regarding certain bond issue(s) for which the
County has agreed to make annual filings pursuant to SEC Rule 15c2-12.
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COMMISSIONERS' COURT AGENDA REQUEST
MADE BY:
MEETING DATE:
Jeannie Hargis
March 22, 2010
OFFICE: Auditor's Office
TIME PREFERRED:
SUBJECT: Consider, Discuss and Take Appropriate Action to approve Continuing
Disclosure Dissemination Agent Agreement to provide dissemination agent services in
connection with the continuing disclosure obligations of Kerr County regarding certain
bond issue (s) for which the County has agreed to make annual filings pursuant to SEC
Rule 15c2-12.
EXECUTIVE SESSION REQUESTED: (PLEASE STATE REASON)
NAME OF PERSON ADDRESSING THE COURT: Jeannie Hargis
ESTIMATED LENGTH OF PRESENTATION: 5 minutes
IF PERSONNEL MATTER -NAME OF EMPLOYEE:
Time for submitting this request for Court to assure that the matter is posted in
accordance with Title 5, Chapter 551 and 552, Government Code, is as follows:
Meeting scheduled for Mondays:
THIS REQUEST RECEIVED BY:
THIS RQUE~T RECEIVED ON:
5:00 PM previous Tuesday
@ .M.
All Agenda Requests will be screened by the County Judge's Office to determine if adequate
information hiis been prepared for the Court's formal consideration and action at time of Court
Meetings. Your cooperation will be appreciated and contribute towards your request being
addressed at the earliest opportunity. See Agenda Request Rules Adopted by Commissioners'
Court.
R'BC Capital Markets®
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CONTINUING DISCLOSURE DISSEMINATION AGENT AGREEMENT
March 9, 2010
Ms. Jeannie Hargis
Kerr County
700 East Main Stteet
Kemrille, Texas '18028
Re: Continuing Disclosure Filings
Dear Ms. Hargis:
RBC Capital Markets Corporation ("RBC CM'S is pleased to provide dissemination agent services in connecdon with
the continuing disclosure obligations of Kerx County (the "County's regarding certain bond issue(s) for which the
County has agreed to make annual filings. In connection with municipal securities that the County has issued, the
County has agreed to file certain annual financial information and provide notice of certain material events as mere
fully described iri a continuing disclosure undertaking. The filing is done pursuant to SEC Rule 15c2-12, as amended
(the "Rule") andl,requires the annual financial information and material event notices to be filed with the Electsottic
Municipal Maxkeks Access system ("EMM11") maintained by the Municipal Securities Ruiemaking Board. RBC CM
will provide dissemination agent services pursuant to the following terms:
1. Upon xeque t, RBC CM will file on behalf of the County the annual financial information required under the
continuing disclosure obligations pursuant to the Rule. RBG CM does not assume responsibility and is undexl no
obligation to! notify or remind the County or any representatives of the County of its undertaking to provide any
annual reports or filings.
2. The County ~gxees to provide to RBC CM the necessary information in a timely fashion. RBC CM will prepare
the filing ba ed on the information supplied, and upon the County's review and approval, RBC CM will cause it
to be filed w~th EMMA and applicable state information depositories ("SIDs'~, if requested.
3. If not submitted with the annual fling, then when and if available, the County will forward its audited financial
statements to RBC CM, and upon receipt RBC CM will cause them to be filed with EMMA and SIDS, if RBC
CM is requested to make the annual filing on behalf of the County.
4. Upon identification by the County of a material event and upon request by the County, RBC CM will assist to
prepare and file a material event notice. Attached is a list of the reportable material events that must be filed
pursuant to the continuing disclosure obligations as specified in the Rule. Any such material event filing will be
based on the information supplied to RBC CM, and upon the County's review and approval, RBC CM will cause
it to be filed' with EMMA and SIDS. RBC CM is under no obligation to notify the County or any representative
of the County of an event that may constitute a material event. RBC CM shall have no duty or responsibility to
review the d~etermi.nation that an event constitutes a material event or the text of the disclosure that the County
desires to make.
5. Either pazty may upon thirty (30) days written notice to the other terminate this Agreement.
Continuing Disclosure Dissemination Agreement
Kerr County
6. TO THE EXTENT PERMITTED BY LAW, THE COUNTY AGREES TO INDEMNIFY AND SAVE
RBC CM AND ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, HARMLESS
AGAINST A.NY LOSS, EXPENSE AND LIABILITIES WHICH THEY MAY INCUR ARISING OUT OF
OR IN THE EXERCISE OR PERFORMANCE OF THEIR POWERS AND DUTIES HEREUNDER,
INCLUDING THE COSTS AND EXPENSES {INCLUDING ATTORNEYS FEES) OF DEFENDING
AGAINST ANY CLAIM OF LIABILITY, BUT EXCLUDING LIABILITIES DUE TO THE RBC CM'S
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
The obligations of the County under this Section 6 shall survive resignation ox removal of RBC CM and
defeasance, redemption or payment of the Bonds.
7. This Agreement shall be governed by the laws of the State of Texas {other than with sespect to conflicts of laws).
8. This Agreets~ent supersedes and replaces all prior agreements between the parties hereto regarding continuing
disclosure re~ated to the Bonds.
Please indicate the agreement of County to the foregoing by signing on the following page.
Respectfully submitted,
RBG CAPITAL MARKETS CORPORATION
By
Name
Title Managing Director
ACCEPTANCE
ACCEPTED this [ ]dap o£ [ ], 200_.
County Name
By
Name
Title
o~/o~lo~
Continuing Disclosure Dissemination agreement
Kerr County
Material Events under SEC Rule 15c2-i2
1. Principal and interest payment delinquencies
2. Non-payment related defaults
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 or events affecting the tax-exempt status of the security
7. Modifications to rights of security holders
8. Bond calls
9. De$easances
10. Release, substitution, or sale of property securing repayment of the securities
11.. Rating changes
12. Failure to provide annual financial information as requested
07/DI/09
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RBC Capital Markets
.;
CONTINUING DISCLOSURE DISSEMINATION AGENT AGREEMENT
March 9, 2010
Ms. Jeannie Hargis
Kerr County
700 East Main Street
Kerrville, Texas 78028
Re: Continuing Disclosure Filings
Dear Ms. Hargis:
RBC Capital Markets Corporation ("RBC CM") is pleased to provide dissemination agent services in connection. with
the continuing disclosure obligations of Kerr County (the "County") regarding certain bond issue(s) for which the
County has agreed to make annual filings. In connection with municipal securities that the County has issued, the
County has agreed to file certain annual financial information and provide notice of certain material events as mare
fully described in a continuing disclosure undertaking. The filing is done pursuant to SEC Rule 15c2-12, as amended
(the "Rule") and requires the annual financial information and material event notices to be filed with the Electronic
Municipal Markets Access system ("EMMA") maintained by the Municipal Securities Rulemaking Board. RBC CM
will provide dissemination agent services pursuant to the following terms:
1. Upon request, RBC CM will file on behalf of the County the annual financial information required under the
continuing disclosure obligations pursuant to the Rule. RBC CM does not assume responsibility and is under no
obligation to notify or remind the County or any representatives of the County of its undertaking to provide any
annual reports of filings.
2. The County agrees to provide to RBC CM the necessary information in a timely fashion. RBC CM will prepare
the filing based on the information supplied, and upon the County's review and approval, RBC CM will cause it
to be filed with EMMA and applicable state information depositories ("SIDS"), if requested.
3. If not submitted with the annual filing, then when and if available, the County will forward its audited financial
statements to RBC CM, and upon receipt RBC CM will cause them to be filed with EMMA and SIDs, if RBC
CM is requested to make the annual filing on behalf of the County.
4. Upon identification by the County of a material event and upon request by the County, RBC CM will assist to
prepare and file a material event notice. Attached is a list of the reportable material events that must be. filed
pursuant to the continuing disclosure obligations as specified in the Rule. Any such material event filing will be
based on the information supplied to RBC CM, and upon the County's review and approval, RBC CM will cause
it to be filed with EMMA and SIDs. RBC CM is under no obligation to notify the County or any representative
of the County of an event that may constitute a material event. RBC CM shall have no duty or responsibility to
review the determination that an event constitutes a material event or the text of the disclosure that the County
desires to make.
5. Either party may upon thirty (30) days written notice to the other terminate this Agreement.
.~
Continuing Disclosure Dissemination Agreement
Kerr County
G TO THE EXTENT PERMITTED BY LAW, THE COUNTY AGREES TO INDEMNIFY AND SAVE
RBC CM AND ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, HARMLESS
AGAINST ANI~ LOSS, EXPENSE AND LIABILITIES WHICH THEY MAY INCUR ARISING OUT OF
OR IN THE EXERCISE OR PERFORMANCE OF THEIR POWERS AND DUTIES HEREUNDER,
INCLUDING THE COSTS AND EXPENSES (INCLUDING ATTORNEYS FEES) OF DEFENDING
AGAINST AN`1' CLAIM OF LIABILITY, BUT EXCLUDING LIABILITIES DUE TO THE RBC CM'S
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
The obligations of the County under this Section 6 shall survive resignation or removal of RBC CM'' and
defeasance, redemption or payment of the Bonds.
This Agreement shall be governed by the laws of the State of Texas (other than with respect to conflicts of lawws).
8. This Agreement: supersedes and replaces all prior agreements between the parties hereto regarding continuing
disclosure related to the Bonds.
Please indicate the agreement of County to the foregoing by signing on the following page.
Respectfully submitted,
RBC CAPITAL MARKF,TS CORPORATION
By
Name
Title Managine Director
ACCEPTANCE
ACCEPTED this [ ]day of [ ], 200_.
County Name

Name
Title
07/01/09
Continuing Disclosure Dissemination Agreement
Kerr County
Material Events under SEC Rule 15c2-12
1. Principal and interest payment delinquencies
2. Non-payment related defaults
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 or events affecting the tax-exempt status of the security
7. Modifications to rights of security holders
8. Bond calls
9. Defeasances
10. Release, substitution, or sale of property securing repayment of the securities
11. Rating changes
12. Failure to provide annual financial information as requested
07/01/09