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HomeMy WebLinkAbout2009-10-27-9:00AM-REGULAR PTE OF 41 o Tyo~s ~o 2ti59 CCf 23 P 5 O4 i, ~ BRAZOS COUNTY~~~y 0 Er BRYAN, TEXAS C~~,LEI ~k NOTICE OF MEETING AND AGENDA BRAZOS COUNTY COMMISSIONERS COURT THE COMMISSIONERS COURT OF BRAZOS COUNTY WILL MEET IN REGULAR SESSION ON 27 OCTOBER 2009 AT 9:00 A.M. IN THE COMMISSIONERS COURTROOM OF THE COUNTY ADMINISTRATION BUILDING, 200 SOUTH TEXAS AVENUE, SUITE 106, BRYAN, TEXAS. 1. Invocation and Pledge of Allegiance - Commissioner Peters. 2. Call for citizen's input and/or concerns. Consider and take action on agenda items 3 - 34: 3. Budget Amendment 08/09 - 55.1 thru 55.3. 4. Budget Amendment 09/10 - 3.1 thru 3.4. 5. Resolution 09-017 approving the appointments of Glynis Gore as a full-time Magistate and Cindy Miller as a part-time Magistrate, effective 30 November 2009, to serve the district courts and county courts at law and perform any and all duties authorized by law as a Magistrate in Brazos County. 6. Request to reclassify the Juvenile Court Referee, class code 2902, position 1 to Family Law Associate Judge, class code to be determined. 7. Personnel Change of Status. 8. Payment of Claims. Office of the County Judge 200 Soutvoi. Al = pt5 ryan, je Fax: (979) 361-4503 Commissioners Court Agenda 27 October 2009 Page 2 9. Order authorizing the issuance of "Brazos County, Texas Certificates of Obligation, Series 2009;" authorizing a Paying Agent/Registrar Agreement and a Purchase Agreement; and authorizing other matters related thereto. 10. Order authorizing the issuance of "Brazos County, Texas Limited Tax Refunding Bonds, Series 2009," authorizing an Escrow Agreement, a Paying Agent/Registrar Agreement, and a Bond Purchase Agreement; and authorizing other matters related thereto. 11. Contracts AIA101-2007 and AIA201-2007 with Collier Construction Company regarding expansion at the Exposition Complex. 12. Establishment of a Local Data Advisory Board, responsible for preparing a Data Reporting Improvement Plan, in accordance with Article 60.10(c) of Section 21.001, Ch. 60 of the Texas Code of Criminal Procedure, with the follow membership: a. the County Sheriff or his designee; b. an attorney who represents the state in the district courts of the County; c. an attorney who represents the state in the county courts of the County; d. the clerk for the district courts of the county, or the clerk's designee; e. the clerk for the county courts of the county, or the clerk's designee; f. the police chief of the municipality with the greatest population located in the county, or the chief's designee; g. a representative of the County's automated data processing services, if the County performs those services; and h. a representative of an entity with whom the County contracts for automated data processing services, if the County contracts for those services. 13. Requisitions to Dell Marketing LP, as submitted by the Information Technology Dept.: a. #00026793 in the amount of $67,760.00 for the County's Microsoft Enterprise Agreement; b. #00026794 in the amount of $12,796.60 for the County's Commvault Agent Licenses. 14. Requisition #00026254 in the amount of $10,836.00 to Lexis Nexis for access to the online legal library subscription service. 15. Requisitions for the renewal of software support and maintenance, as submitted by the Information Technology Dept.: a. #00026273 in the amount of $13,614.00 to The Software Group for the IBM Universe software; b. #00026286 in the amount of $243,960.00 to The Software Group for the TSG/AbleTerm justice software; c. #00026376 in the amount of $5,136.00 to SHI for the Symantec Antivirus software. Vol. Commissioners Court Agenda 27 October 2009 Page 3 16. Chapter 59 Forfeiture Reports for the period 9/01/08 through 8/31/09 for the following offices: a. Constable, Precinct 1 b. Constable, Precinct 2 c. District Attorney 17. Request from the owner of the Edge General Store for permission to close part of Edge Cutoff Road for the "Rompin', Stompin' Streetfest" on Saturday 14 November 2009 from 12:00 noon to 12:00 midnight; site is located in Precinct 2. 18. 2009 Tax Roll Levy total of $50,701,042.45 as provided by the Brazos County Tax Assessor/Collector, in accordance with Sec. 26.09(e) of the Texas Property Tax Code. 19. Commissioners Court minutes for the following 2009 dates: a.. 11 Aug. Workshop Session j. 15 Sept. Workshop Session b. 10-14 Aug. Budget Workshop k. 15 Sept. Regular Meeting C. 1 Sept. Regular Meeting 1. 18 Sept. Special Session d. 4 Sept. Public Hearing (9:00 a.m.) m. 21 Sept. Special Session e. 4 Sept. Public Hearing (9:30 a.m.) n. 22 Sept. Regular Meeting f 8 Sept. Regular Meeting o. 24 Sept. Special Session g. 9 Sept. Public Hearing (9:00 a.m.) p. 29 Sept. Regular Meeting h. 9 Sept. Public Hearing (9:00 a.m.) q. 29 Sept. Public Hearing i. 14 Sept. Public Hearing 20. Authorization to reimburse Judy Crosthwait with the Sheriffs Office for hotel accommodates for one night that exceed the County's allocation while attending a training seminar for which the host hotel and overflow hotel were unavailable; best available rate was $95.00. 21. Request from Jail Administration for up to 30 days of unpaid leave for an Intem temporary employee for the birth of a child; estimated return to work date is 11/16/09. 22. Change Order in the amount of $39,800.00 on P.O. #10000312 to Kling Engineering for services needed at the Brazos County Exposition Center. 23. Permission to award Bid 2009-52, Cleaning Supplies for the Jail, to Prostar Chemicals. 24. Capital requisitions for the following: a. #00026712 & #00026725 in the combined amount of $22,687.36 to FILEONQ and Dell Marketing LP for the purchase of software that will provide the Sheriff s Office with an Electronic Evidence Filing System; b. #00026751 in the amount of $2,294.00 to Southwood Valley Turf for the purchase of materials to change the front of the Brazos Center's asphalt fire lane to grass. ~a / Pg. I19 Von. • Commissioners Court Agenda 27 October 2009 Page 4 25. Right of way easement for the installation of electric facilities by BTU on the property described as Brazos County Complex, Ph 1, Block 1, Lot 1, 22.492 acres, being more fully described in the Deed Records of Brazos County, Texas. 26. Payment Authorization in the amount of $37.29 to H&M Wholesale, Inc. for a oil change on a vehicle in the Precinct 4 Constable's Office; the purchase order was closed while the car was being serviced. 27. Payment Authorization in the amount of $173.04 to Kwik Kar for vehicle engine performance testing and miscellaneous minor engine parts and supplies for the Precinct 3 Constable's Office; a purchase order was not obtained in advance. 28. Payment Authorization in the amount of $2,400.00 to Jennifer Valentine as an expert witness on DNA for murder trials St. v. Bennie Smith and St. v. Clinton Hayward; a purchase order was not obtained in advance. 29. Payment Authorization in the amount of $454.25 to the LaSalle Hotel for the lodging of witnesses for the trials St. v. Ronald Johnson and St. v. Salvador Rodriguez; a purchase order was not obtained in advance. 30. Payment Authorization in the amount of $900.00 to the Travis County Medical Examiner's Office for expert testimony in the trial State v. Clinton Hayward; the amount of the invoice exceeds the amount of the purchase order. 31. Payment Authorization in the amount of $7,212.93 to Varsity Ford for tow and repair of a utility truck; the repairs were not completed by the end of the budget year so the purchase order was cancelled and replaced by this payment authorization. 32. Payment Authorization in the amount of $200.00 to National Elevator Inspection Service for inspection of the County Administration Building elevator; the inspection was performed before a purchase order was generated. 33. Convene into Executive Session pursuant to §551.072 of the Texas Government Code for consultation with an attorney concerning real property. 34. Consider and possible action on the Executive Session. 35. Announcement of interest items and possible future agenda topics. 36. Call for citizen input and/or concerns. 37. Agency / Board / Committee reports by Court members. 38. Adjourn Commissioners Court Agenda 27 October 2009 Page 5 PUBLIC COMMENTS Public Comment during the Commission Meeting may be for all matters, both on and off the agenda, and be limited to four minutes per person. Persons are invited to submit comments in writing on the agenda items and/or attend and make comment at the Commission meeting. Members of the public are reminded that the Brazos County Commissioners Court is a Constitutional Court, with both judicial and legislative powers, created under Article V, Section I and Section 18 of the Texas Constitution. As a Constitutional Court, the Brazos County Commissioners Court also possesses the power to issue a Contempt of Court Citation under Section 81.024 of the Texas Local Government Code. Accordingly, members of the public in attendance at any Regular, Special and/or Emergency meeting of the Court shall conduct themselves with proper respect and decomm in speaking to, and/or addressing the Court; in participating in public discussions before the Court; and in all actions in the presence of the Court. Those members of the public who are inappropriately attired and/or who do not conduct themselves in an orderly and appropriate manner will be ordered to leave the meeting. Refusal to abide by the Court's Order and/or continued disruption of the meeting may result in a Contempt of Court Citation. It is not the intention of the Brazos County Commissioners Court to provide a public forum for the demeaning of any individual or group. Neither is it the intention of the Court to allow a member (or members) of the public to insult the honesty and/or integrity of the Court, as a body, or any member or members of the Court, or County employees, individually or collectively. Accordingly, profane, insulting or threatening language directed toward the Court and/or any person in the Court's presence and/or racial, ethnic or gender slurs or epithets will not be tolerated. Violation of these rules may result in the following sanctions: 1. cancellation of a speaker's time; 2. removal from the Commissioners Court; 3. a Contempt Citation; and/or 4. such other and/or criminal sanctions as may be authorized under the Constitution, Statutes and Codes of the State of Texas. The County Commissioners Court can deliberate or take action only if a matter has been listed on an agenda properly posted prior to the meeting. During the public comment period, speakers may address matters not listed on the published agenda. The Open Meeting Law does not expressly prohibit responses to public comments by the Commissioners Court. However, responses from the County Judge or Commissioners to unlisted public comment topics could become deliberation on a matter without notice to the public. To ensure the public has notice of all matters the Commissioners Court will consider, the County Judge and/or Commissioners may choose not to respond to public comments, except to correct factual inaccuracies, recite existing policy in response to an inquiry or to ask that a matter be listed on a future agenda. See Texas Open Meetings Act §551.042. The County Administration Building is wheelchair accessible. Handicap parking spaces are available. Any request for sign interpretive services must be made two working days before the meeting. To make al angements, please call (979) 361-4102. Vol. 1 Pg. S COMMISSIONERS' COURT REGULAR MEETING OCTOBER 27, 2009 A regular meeting of the Commissioners' Court of Brazos County, Texas was held in the Brazos County Commissioners Courtroom in the Administration Building, 200 South Texas Avenue, in Bryan, Brazos County, Texas, beginning at 9:00 a.m. on Tuesday, October 27, 2009 with the following members of the Court present: Randy Sims, County Judge, Presiding; Lloyd Wassermann, Commissioner of Precinct 1; Duane Peters, Commissioner of Precinct 2; Kenny Mallard, Commissioner of Precinct 3; Irma Cauley, Commissioner of Precinct 4; Karen McQueen, County Clerk. The attached sheets contain the names of the citizens and officials that were in attendance. Commissioner Peters gave the invocation and then led the pledge of allegiance. There was no citizen input/and or concerns. The Court next considered Budget Amendment #08/09-55.1 through 55.3 that would reallocate funds for the Law Library, 85th District Court, CUDEP Grant. On motion by Commissioner Peters, seconded by Commissioner Mallard, the Court voted unanimously to approve the budget amendment as submitted. A copy each amendment is attached. Vol 1,0 Page $ Commissioners Court meeting October 27, 2009 2 The Court next considered Budget Amendment #09/10-3.1 through 3.4 that would reallocate funds for the Information Technology Department, Constable, Precinct 4, County Attorney Hot Check Fund; create the JTTF.Reim Program. On motion by Commissioner Cauley, seconded by Commissioner Wassermann, the Court voted unanimously to approve the budget amendment as submitted. A copy each amendment is attached. The next matter for consideration was Resolution 09-017 approving the appointments of Glynis Gore as a full time Magistrate and Cindy Miller as a part time Magistrate to serve the district courts and county court at law and perform any and all duties authorized by law as a Magistrate in Brazos County. On motion by the County Judge, seconded by Commissioner Mallard, the Court voted unanimously to adopt Resolution #09-017 approving the appointments of Glynis Gore as a full time Magistrate and Cindy Miller as a part time Magistrate to serve the district courts and county court at law and perform any and all duties authorized by law as a Magistrate in Brazos County. A copy is attached. The Court next considered a request from 85th District Court Judge J.D. Langley for permission to reclassify the Juvenile Court Referee, Class Code 2902, Position 1 to Family Law Associate Judge. The class code will be determined later. Vol I M Page 193 Commissioners Court meeting October 27, 2009 3 On motion by Commissioner Peters, seconded by Commissioner Wassermann, the Court voted unanimously to approve the request to reclassify the Juvenile Court Referee, Class Code 2902, Position 1 to Family Law Associate Judge. The Court proceeded to consider the change of status of employees as submitted on the attached Personnel Action Requests. Commissioner Wassermann moved to approve the change of status as submitted. Commissioner Cauley seconded the motion. Commissioners Wassermann, Mallard, Cauley and the County Judge voted "ye". Commissioner Peters abstained. The motion carried. The Court next considered the following Claims as submitted by the County Treasurer for payment: 7067499 through 7067785 on motion by Commissioner Cauley, seconded by Commissioner Mallard, the Court voted unanimously to approve the Claims as submitted. The next matter before the Court was consideration of an order authorizing the issuance of "Brazos County, Texas Certificates of Obligation (CO's), Series 2009;" authorizing a Paying Agent/Registrar Agreement and a Purchase Agreement; and authorizing other matters related thereto. Dennis Waley representative of Public Financial Management spoke on the Vol a 7 Page l 8~ Commissioners Court meeting October 27, 2009 4 pricing analysis for the CO's and bonds. The interest rate is 4.1 percent for twenty five (25) years. On motion by Commissioner Mallard, seconded by the County Judge, the Court voted unanimously to adopt the Order authorizing the issuance of "Brazos County, Texas Certificates of Obligation (CO's), Series 2009;" authorizing a Paying Agent/Registrar Agreement and a Purchase Agreement; and authorizing other matters related thereto. A copy is attached. The Court next considered an order authorizing the issuance of "Brazos County, Texas Limited Tax Refunding Bonds, Series 2009," authorizing an Escrow Agreement, a Paying Agent/Registrar Agreement, and a Bond Purchase Agreement; and authorizing other matters related thereto. The interest rate on the bonds is 3.11 percent for eleven (11) years. On motion by Commissioner Peters, seconded by Commissioner Wassermann, the Court voted unanimously to adopt the Order authorizing the issuance of "Brazos County, Texas Limited Tax Refunding Bonds, Series 2009," authorizing an Escrow Agreement, a Paying Agent/Registrar Agreement, and a Bond Purchase Agreement; and authorizing other matters related thereto. A copy is attached. The next matter for consideration was the AIA Contracts 101-2007 and AIA 201-2007 with Collier Construction Company concerning the expansion at the Exposition Center. There were 8 Vol a1 Page f 5 Commissioners Court meeting October 27, 2009 5 some revisions made to the contracts this morning and agreed upon by the contractor. On motion by Commissioner Cauley, seconded by Commissioner Peters, the Court voted unanimously to approve the contracts with the negotiated revisions. A copy of each is attached. The Court next considered the establishment of a Local Data Advisory Board, responsible for preparing a Data Reporting Improvement Plan in accordance with Article 60.10(c) of Section 21.001. Chapter 60 of the Texas Code of Criminal Procedure with the following membership: a. the County Sheriff or his designee; b. an attorney who represents the state in the district courts of the County; C. an attorney who represents the state in the county courts of the County; d. the clerk for the district courts of the county, or the clerk's designee; e. the clerk for the county courts of the county, or the clerk's designee; f. the police chief of the municipality with the greatest population located in the county, or the chief's designee; g. a representative of the county's automated data processing services, if the County performs those services; and h. a representative of an entity with whom the county contracts for automated data processing services, if the County contracts for those services. I al 61P Vol 2 Page I Commissioners Court meeting October 27, 2009 6 On motion by Commissioner Wassermann, seconded by Commissioner Cauley, the Court voted unanimously to establish the Local Data Advisory Board. The Court next considered following two requisitions to Dell Marketing LP, as submitted by the Information Technology Department: a. #00026793 in the amount of $67,760.00 for the County's Microsoft Enterprise Agreement; b. #00026794 in the amount of $12,796.60 for the County's Commvalt Agent Licenses. On motion by Commissioner Peters, seconded by Commissioner Wassermann, the Court voted unanimously to approve both requisitions. The Court proceeded to consider the requisition #00026254 in the amount of $10,836 to Lexis Nexis for access to the online legal library subscription service. On motion by Commissioner Cauley seconded by Commissioner Mallard, the Court voted unanimously to approve the requisition. The next matter for consideration was the following requisitions for the renewal of software support and maintenance, as submitted by the Information Technology Department: a. #00026273 in the amount of $13,614 to The Software Group for the IB Universe software; Vol I Page I g~ Commissioners Court meeting October 27, 2009 7 b. #00026286 in the amount of $242,960 to The Software Group for the TSG/AbleTerm justice software; C. #00026376 in the amount of $5,136.00 to SHI for the Symantic Antivirus software; On motion by Commissioner Cauley, seconded by Commissioner Peters, the Court voted unanimously to approve the requisitions. The Court next considered the Chapter 59 Forfeiture Reports for the period of'September 1, 2008 through August 31, 2009 for the following offices: A. Constable, Precinct 1 B. Constable, Precinct 2 C. District Attorney on motion by Commissioner Cauley, seconded by Commissioner Peters, the Court voted unanimously to acknowledge receipt of the Chapter 59 Forfeiture Reports and authorized the County Judge to sign the reports. The next matter for consideration was a request from the owner of the Edge General Store for permission to close part of Edge Cutoff Road for the "Rompin', Stompin' Streetfest" on Saturday November 14, 2009 from 12:00 noon to 12:00 midnight. The site is in Precinct 2. On motion by Commissioner Peters, seconded by Commissioner Wassermann, the Court voted unanimously to approve the request. Vol I A I Page ► $8 Commissioners Court meeting October 27, 2009 8 The Court proceeded to consider the 2009 Tax Roll Levy total of $50,701,042 as provided by the Brazos County Tax Assessor/Collector, in accordance with Section 26.09(e) of the Texas Property Code. on motion by Commissioner Peters, seconded by Commissioner Wassermann, the Court voted unanimously to approve the Tax Roll Levy total of $50,701,042.00. The Court next considered approval of the minutes of the Commissioners' Court meetings held in August and September 2009 on the following dates: Workshop Session August - 11th Budget Workshops - 10th through 14th Regular Meetings September - 1st 8th 15th 22nd 29th Public Hearing September - 4th (2) 9th (2) 14th 29th Special Session September - 18th 24th Workshop Session September - 15th on motion by Commissioner Wassermann, seconded by Commissioner . Peters, the Court voted unanimously to approve the minutes as submitted. The next matter for consideration a request from Sheriff Chris Kirk for reimbursement for Judy Crosthwait, from his office, for hotel accommodations for one night that exceeded the County's allocation while attending a training seminar for Vol IAl Page 197 Commissioners Court meeting October 27, 2009 9 which the host hotel and overflow hotel were unavailable. The best available rate was $95 that exceeds the county reimbursable rate of $85. On motion by Commissioner Cauley, seconded by Commissioner Peters, the Court voted unanimously to authorize the reimbursement. The Court next considered a request from the Sheriff's Office/Jail Division asking for up to 30 days of unpaid leave for Intern Latonya Henderson. Ms. Henderson has requested the unpaid leave for the birth of a child. On motion by Commissioner Peters, seconded by Commissioner Wassermann, the Court voted unanimously to grant the request. The Court proceeded to consider a Change Order on PO 410000312 in the amount $39,800 for Kling Engineering for services needed at the Brazos County Exposition Complex. The amount includes the design of a 5 to 8 acre paved fairground, elimination of the detention facility and redesign of the proposed phase two detention facility. On motion by Commissioner Peters, seconded by Commissioner Cauley, the Court voted unanimously to approve the Change order. A copy is attached. The Court next considered awarding Bid No. 2009-52, Cleaning Supplies for the Jail. Pat Howard, Purchasing Agent, recommended acceptance of the bid submitted by Prostar. on Vol _ „3 Page I °IO Commissioners Court meeting October 27, 2009 10 motion by Commissioner Wassermann, seconded by Commissioner Peters, the Court voted unanimously to accept the recommendation of the Purchasing Agent and award the contract to Prostar Wholesale Grocery. A copy of the bid tabulation is attached. The Court next considered the following requisitions: a. #00026712 in the amount of $21,565.00 and #00026725 in the amount of $1,122.36 for the new Sheriff's Office to purchase FILEONQ. This software will provide the Sheriff's Office with an Electronic Evidence Filing system. Total cost of these two requisitions is $22,687.36. This is a single source supplier. b. #00026751 in the amount of $2,294.00 to Southwood Valley Turf to change the front of the Brazos Center's asphalt fire lane to grass. On motion by Commissioner Cauley, seconded by Commissioner Peters, the Court voted unanimously to approve the requisitions. The next matter before the Court was the granting of a right-of-way easement to Bryan Texas Utilities (BTU) along Sandy Point Road (FM 1687) in order to allow BTU to install electric facilities on the Brazos County Jail property. The easement will remain in effect until the final plat is filed showing the metes and bounds of all electric facilities as installed on the property being more fully described as Brazos County Complex PH 11, BLOCK, 1, lot 1, 22.492 ACRES. On motion Vol X7 Page 01 Commissioners Court meeting October 27, 2009 11 by Commissioner Peters, seconded by Commissioner Cauley, the Court voted unanimously to grant the temporary right-of-way easement to BTU. The next matter before the Court was consideration of payment authorization in the amount of $37.29 to H&M Wholesale, Inc. for a lube and oil change. The purchase order was closed while the work was being done. On motion by Commissioner Cauley, seconded by Commissioner Peters, the Court voted unanimously to approve the payment authorization. The Court next considered a payment authorization to Kwik Kar in the amount of $173.04 for vehicle performance testing and miscellaneous minor engine parts and supplies for the Precinct 3 Constable's Office. A purchase order was not obtained in advance. On motion by Commissioner Peters, seconded by Commissioner Mallard, the Court voted unanimously to approve the payment authorization. The next matter for consideration was a payment authorization in the amount of $2,400.00 to Jennifer Valentine, an expert witness on DNA who testified in two (2) murder trials. A purchase order was not obtained in advance. On motion by Commissioner Cauley, seconded by Commissioner Peters, the Court voted unanimously to approve the payment authorization. Vol a~ Page 199 Commissioners Court meeting October 27, 2009 12 The Court next considered a payment authorization in the amount if $454.25 to the La Salle Hotel for lodging for witnesses in two murder trials. These stays in the hotel occurred during a period of time when purchase orders were cut off due to it being close to the end of the fiscal year. On motion by Commissioner Cauley, seconded by Commissioner Peters, the Court voted unanimously to approve the payment authorization. The Court next considered a payment authorization to the Travis County Medical Examiner's Office for expert testimony in a murder trial. The invoice amount exceeded the purchase order. On motion by Commissioner Cauley, seconded by Commissioner Peters, the Court voted unanimously to approve the payment authorization. The next matter for consideration was a payment authorization in the amount of $7,212.93 to Varsity Ford to perform repair work on a Road and Bridge Department utility truck. The repairs were not completed by the end of the budget year so the emergency purchase order was cancelled. On motion by Commissioner Wassermann, seconded by commissioner Cauley, the Court voted unanimously to approve the payment authorization. Vol? Page 1 q3 Commissioners Court meeting October 27, 2009 13 The Court proceeded to consider a payment authorization in the amount of $200.00 to National Elevator Inspection Service. No purchase order was in place at time of the inspection. On motion by Commissioner Peters, seconded by the County Judge, the Court voted unanimously to approve the payment authorization. The County Judge deviated from the agenda and next considered item 35, Announcement of interest items and possible future agenda topics. The following spoke: 85th District Court Judge, J. D. Langley a) gave a presentation on the Courthouse renovation Under citizen input and/or concerns, the following spoke: Sheriff Chris Kirk a) There were 517 inmates in jail, 39 are out of county, 59 have monitors and 38 are pending for monitors. Kristy Roe, Tax Assessor/Collector a) She was approached by the owner of the building her office occupies telling her that he plans to demolish a portion of the building and that he wanted to make sure the Court knew. At 10:04 a.m. the County Judge announced the meeting closed to the public so that the Court could meet in Closed Executive Session to discuss the purchase of real property as allowed under Section 551.072 of the Texas Government Code. Vol ...J Page Commissioners Court meeting October 27, 2009 14 Tina Snelling, Civil Counsel, Candy Gallego, Executive Assistant, Bill Ballard, Civil Attorney, Gary Arnold, Planning Director Road and Bridge Department, Ruth McLeod, Administrative Assistant and Debbie Lockledge, Administrative Assistant were asked to stay for the session. At 10:43 a.m. the County Judge announced the meeting open to the public and announced that no action would be taken on the Closed Executive Session. There were no Agency/Board/Committee reports by Court members. There being no further business to come before the Court, the meeting was adjourned. Vol I A 7 _ Page MS The foregoing minutes of the Commissioners Court meeting held October 27, 2009 have been examined and are approved in open Court this the C44- day of 1`uVC&jM/ , 2009, in Bryan, Brazos County Texas. Randy Si Lloyd assermann County udge Commissioner, Precinct 1 Duane Peters Kenny Mall r Commissioner, Precinct 2 Commissione Precinc 3 Ir a Commissioner, Pre i ct 4 Attest: Karen McQueen 0 County Clerk Vol A? Page ( 9 ~ BRAZOS COUNTY COMMISSIONERS COURT Meeting on 061L e9--7 , 2009 g ?"ao a.-t,.4_ Name Organization / Department I 6c' Gf u~u.~ec trhur-~ I~a+ , n5 Thy, EG l~ PAGE,/ of vol. Q7 Pg.~_ BRAZOS COUNTY COMMISSIONERS COURT Meeting on , acL°2 7~ , 2009 @ / /U U ^ Name ~O7 rg/anizaation / Department ADZ L. cJ / c c c:, d S V. ~z ~J PAGE of a Vol. l a pg. 1 8 BRAZOS COUNTY, TEXAS BUDGET AMENDMENT(S) FOR THE 2008-2009 BUDGET YEAR NO. 08/09 - 55.1 thru 55.3 On this the 276 day of October 2009 at a regular meeting of the Commissioners' Court, the following members were present: A. Randy Sims, County Judge, Presiding Lloyd Wassermann, Commissioner, Precinct 1 E. Duane Peters, Commissioner, Precinct 2 G. Kenny Mallard, Commissioner, Precinct 3 Irma Cauley, Commissioner, Precinct 4 Karen McQueen, County Clerk The following proceedings were held: THAT WHEREAS, on 27 October 2009 the Court heard and approved a budget amendment for the 2008-2009 budget year for Brazos County, Texas; and WHEREAS, an expenditure is necessary due to the necessity to meet unusual and unforeseen conditions which could not be reasonably included in the original budget adopted 19 September 2008, the following amendment(s) to the original budget are hereby authorized, as described on the attached page(s). ADOPTED AND APPROVED this the 27 b day of October 2009. THE COMMISSIONERS COURT OF BRAZOS COUNTY, TEXAS. By: udge Randy ms, J Original: County Clerk's Office and attached to the original budget Copies: County Auditor County Treasurer County Budget Officer Commissioners' Court Minutes Vol. pg. BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS No. 08/09 - 55.1 10/27/2009 FUND DIV ACCT PROJ DR/CR ACCOUNT NAME Increase Decrease 1500 52000100 65540000 CR Printer Maintenance 55.00 55.00 1500 52000100 61620000 DR Subcri tions & Publications Law Libra : To reallocate funds to allow for the a ent.of additional suberi tions and publications to close out FYI 0. rlmentA o I "Date s eP Pp a a P~epared'B r J~~!fE Date s°' OIY212009 a.o© Vol. pg. BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS No. 08/09 - 55.2 10/27/2009 FUND DIV ACCT PROJ DR/CR ACCOUNT NAME Increase Decrease 0100 11001500 61130000 CR Contingency - General Fund 1,403.00 0100 22000100 60600000 CR Office Supplies 824.00 0100 22000100 61110000 CR Conference & Seminars 391.00 0100 22000100 61280000 CR Dues 121.00 0100 22000100 61620000 DR Subcri tions & Publications 2,739.00 85th District Court To reallocate funds to allow for the payment of publications for various law books and subcri tions. ez [ .it. NMI iDepart~, ° 4aA pro al 'WR x Pre ared`Byv ~t '~~m ~ ~f' ;DateK~'.;u~u~.4 '~-X10/22/2009; _ eCopylu APE%valL"~afe~r Vol. ~d~---- Pg• °Z~ BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS No. 08/09 - 55.3 10/27/2009 FUND DIV ACCT PROJ DR/CR ACCOUNT NAME Increase Decrease 3000 183100 51620000 DR Hourly-Overtime 700.00 3000 183100 53200000 CR Retirement 700.00 CUDEP Grant: To reallocate (ands to allow for the a ent of additional benefits associated with the Peace Officers of this ant. . EWE. El 9 EDiepartr-,pent~Approvals ;~%rs_ ~~r ~bc`pate~' `~z P re pa rAe~dC~.B k~~'~3+a'w3tc,~' b k r '7 tCun`~£Jud`PProval;,JDafea Vol. ~1 pg. a ~tq BRAZOS COUNTY, TEXAS BUDGET AMENDMENT(S) FOR THE 2009-2010 BUDGET YEAR NO. 09/10 - 3.1 thru 3.4 On this the 27`' day of October 2009 at a regular meeting of the Commissioners' Court, the following members were present: A. Randy Sims, County Judge, Presiding Lloyd Wassermann, Commissioner, Precinct I E. Duane Peters, Commissioner, Precinct 2 G. Kenny Mallard, Commissioner, Precinct 3 Irma Cauley, Commissioner, Precinct 4 Karen McQueen, County Clerk The following proceedings were held: THAT WHEREAS, on 27 October 2009 the Court heard and approved a budget amendment for the 2009-2010 budget year for Brazos County, Texas; and WHEREAS, an expenditure is necessary due to the necessity to meet unusual and unforeseen conditions which could not be reasonably included in the original budget adopted 21 September 2009, the following amendment(s) to the original budget are hereby authorized, as described on the attached page(s). ADOPTED AND APPROVED this the 27 h day of October 2009. THE COMMISSIONERS COURT OF BRAZOS COUNTY, TEXAS. By: Z~ /,V~ - Randy ms, County Judge Original: County Clerk's Office and attached to the original budget Copies: County Auditor County Treasurer County Budget Officer Commissioners' Court Minutes vol. Pg. BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS No. 09/10 - 3.1 10/27/2009 FUND DIV ACCT PROJ DR/CR ACCOUNT NAME Increase Decrease 0100 14000100 67203000 CR Minor Computer Hardware 20,000.00 0100 14000100 67205000 DR Network Costs 20,000.00 Information Technology To reallocate funds to correctly account for network switches and other related electronics, cabling arts and sup plies that was inadvertenly lace into minor computer hardware. ~ rnw:w1 Y.t ;n.5 AI Prepared'By' ~5A !f$ `Date ~,-'?^~~~F 10I„15/ZD091 C_ountJ" ~eAPPraval D"ate k±fis Vol. a~ Pg. BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS No. 09/10 - 3.2 10/27/2009 FUND DIV ACCT PROJ DR/CR ACCOUNT NAME Increase Decrease 0100 30401100 67890000 CR Vehicle Equipment 454.90 0100 30401100 65950000 DR Vehicle Maintenance 454.90 Constable Pct. #4: Butler To reallocate funds to allow for the urchase of a rumbler system for an existing vehicle out of the correct account. y !yj py. ' l3 'Re aitmeLn oval t<Q'a`te c jq Prepa ,e ate py~ ~ oC/16_ a zooifs { ..:in. wsYlYb ~ :..qtr t ,.:ee e+ a~ F ~ xyfd DYi4 IK:IW r"`(bAtie RMNn L~~ G•V ~ 4 fCount~"~ju Approval~~-. ~-~i~~~uDate .s Vol. a~ Pg. aa5 BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS No. 09110 - 3.3 10/27/2009 FUND DIV ACCT PROJ DR/CR ACCOUNT NAME Increase Decrease 3000 48097000 CR FBI - Terrorist Invesigator 16,903.00 3000 281000 51620000 DR Salary Staff 13,869.00 3000 281000 53100000 DR Social Security 1,061.00 3000 281000 53200000 DR Retirement 1,655.00 3000 281000 53800000 DR Workers Compensation 318.00 Grant Funds- JTTF Reim Program To set up the FY 2010 JTTF Reimbursement Program. ~epartrnen#rApp vat m Date ' .s,•+ r,~5 r ff 96, w A~ ~Prepared~By fj Date 2/2QD91 lE#iN,M1~, Y~~}"x y~~1 ~ryy.,/,Y~` i4 ?t~l. M7 014M. Cou Ju a PProvel ^a = ` ' UT Vol. o~~ pg a BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS No. 09/10 - 3.4 10/27/2009 FUND DIV ACCT PROJ DR/CR ACCOUNT NAME Increase Decrease 5800 18006000 51640000 CR Hourly - Temporary 2,252.00 5800 18006000 51610000 DR Hourly - Staff 1,866.00 5800 18006000 53100000 DR Social Security 143.00 5800 18006000 53200000 DR Retirement 223.00 5800 18006000 53800000 DR Worker's Compensation 20.00 County Attorney Hot Check Fund To reallocate funds to allow for additional Hot Check Funds for various County Attorney staff. ~ ~ Vii. F.ftGk~.~i r`'2}~.~'+t~3rm?'.~ha. F°.7 `"%fs-k 6. i,+.~c ~'•r+..: ~Degartmen Ap_pcov I~,~$~~~,. <~-;~uate,~; r-~a.ssa4~srq t~.,M 2 Prepared Byif ;Date f 8t, 1n2z/20o9 a ~ ~ Ai._u •__•,w~' JNWM .w S'G1~l+ij• A?.!~ ~ F. rCon 1 9pProval`:',-"mate vol. ~7 Pg. L7 6 Of T s Y V- k Tp aF e'~ Rroolutiou of The Commiogiofter.5 Court of Jgra w QCouutp, Texas WbereaO, Texas Government Code §54.1101 authorizes the judges of the district courts and county courts at law in Brazos County, with the consent and approval of the Commissioners Court, to jointly appoint one or more magistrates to serve the courts in this county; and Whereas, the judges of the district courts and county courts at law in Brazos County have requested the consent and approval of the Commissioners Courtto their appointment of Glynis Gore as the second full-time magistrate and Cindy Miller as a part-time magistrate; and Vbtrea#, the Commissioners Court is of the opinion that the authorization for the appointment of such magistrates is in the best interest of the citizens of Brazos County; Oe 3t Tberefore Regofbeb, that the Commissioners Court of Brazos County, Texas, consents to and approves the appointment of Glynis Gore as a full-time Magistrate, effective November 2, 2009, to serve the district courts and county courts at law and perform any and all duties authorized by law as a Magistrate in Brazos County; and JSe eft f urtber Regofbeb, that the Commissioners Court of Brazos County, Texas, consents to and approves the appointment of Cindy Miller as a part-time Magistrate, effective November 30, 2009, to serve the district courts and county courts at law and perform any and all duties authorized by law as a Magistrate in Brazos County; Vol. ____1= Pg - - Resolution 09-017 APPROVED in Regular Session of the Commissioners Court of Brazos County, Texas, on this 27th day of October, 2009. IA~ Y KANDYXMS Conn udge LLOY-b WASSERMAN- DUANE PETERS Commissioner, Precinct 1 Commissioner, Precinct 2 Lc:: 7 KENNY MALLAXIj) Commissioner, Precinct 3 Commissioner, Precinc Vol. d PS. 0°I Resolution 09-017 PERSONNEL CHANGE OF STATUS REQUESTS Commissioner Court Date: October 27, 2009 Department Submitting Information: Human Resources Purpose of Submissions: Consider and Take Action on Change Requests Department Submitting Employee Request Action Requested Request(s) Applies To County Clerk Admin Peters, Ashlie New Hire County Judge Nelson, Diana New Hire District Clerk Blajeski, Nicole New Hire Smith, Leah Resignation District Clerk Collections Pace, Crystal Transfer to Another Dept. Juvenile Court Referee Miller, Cindy New Hire Magistrate 2 Gore, Glynis Transfer to Another Dept. Reed, Debbie New Hire SO Collins, Clyde Retirement SO - Jail Burns, Joan Transfer w/in Dept. Lyday, Jayson Resignation Rains, Gerald New Hire Skoworn, Sheri Transfer Win Dept. Approved in Commissioners' Court: October 27 2009: County Judge's or Commissioner's Signature: (This Copy to be attached to minutes) vo1. a Pg. ~i ORDER AUTHORIZING THE ISSUANCE OF "BRAZOS COUNTY, TEXAS CERTIFICATES OF OBLIGATION, SERIES 2009"; AUTHORIZING A PAYING AGENT/REGISTRAR AGREEMENT AND A PURCHASE AGREEMENT; AND AUTHORIZING OTHER MATTERS RELATED THERETO I Vol. dl Pg TABLE OF CONTENTS PAGE Section 1. Authorization of the Certificates I Section 2. Date, Denominations, Numbers, and Maturities of Interest on the Certificates ...........................................1 Section 3. General Characteristics ................................................................................................................................2 Section 4. Right of Prior Redemption ...........................................................................................................................2 Section 5. Form of Certificates .....................................................................................................................................2 Section 6. Definitions ..:........9 Section 7. County Funds .............................................................................................................................................10 Section 8. Investments and Security ...........................................................................................................................11 Section 9. Covenants of the County ............................................................................................................................12 Section 10. Paying Agent/Registrar ............................................................................................................................15 Section 11. Successor Registrar, Successor Paying Agent .........................................................................................16 Section 12. Initial Certificate; Exchange or Transfer of Certificates ..........................................................................16 Section 13. Sale of Certificates ...................................................................................................................................17 Section 14. Book-Entry-Only System .........................................................................................................................17 Section 15. County Officers' Duties ...........................................................................................................................18 Section 16. Remedies of Registered Owners ..............................................................................................................18 Section 17. Lost, Stolen, Destroyed, Damaged, or Mutilated Certificates; Destruction of Paid Certificates .............19 Section 18. Defeasance ...............................................................................................................................................20 Section 19. Order a Contract; Amendments ...............................................................................................................21 Section 20. Use of Proceeds .............21 Section 21. Perfection of Security ..............................................................................................................................21 Section 22. Continuing Disclosure .............................................................................................................................22 Section 23. Further Procedures ...................................................................................................................................23 Section 24. Other Documents .................:...............................................................................................................`....23 Section 25. Nonpresentment of Certificates ...............................................................................................................24 Section 26. Attorney General Examination Fee ..........................................................................................................24 Section 27. Miscellaneous Provisions .........................................................................................................................24 Exhibit A - Paying Agent/Registrar Agreement Exhibit B - Description of Annual Financial Information VOI.Pg. o~~~ ORDER AUTHORIZING THE ISSUANCE OF `BRAZOS COUNTY, TEXAS CERTIFICATES OF OBLIGATION, SERIES 2009'; AUTHORIZING A PAYING AGENT/REGISTRAR AGREEMENT AND A PURCHASE AGREEMENT; AND AUTHORIZING OTHER MATTERS RELATED THERETO WHEREAS, the Commissioners Court of Brazos County, Texas (the "County') deems it advisable to issue die Certificates (defined herein) in the original aggregate principal amount of $12,000,000 for the purposes described in Section 3 of this Order; WHEREAS, the Certificates hereinafter authorized and designated are to be issued and delivered for cash pursuant to the Subchapter C, Chapter 271, Texas Local Government Code, as amended (the "Act"), and the County is authorized by Section 320.073, Texas Local Government Code, as amended, to secure obligations from certain revenues received by the County from its ownership and operation of the Center (defined herein). WHEREAS, the Commissioners Court has heretofore, on September 24, 2009, passed an order authorizing and directing the County Clerk to give notice of intention to issue the Certificates, which notice has been duly published in The Bryan-College Station Eagle, which is a newspaper of general circulation in the County, in its issues of September 25, 2009, and October 2, 2009, the date of the first publication being at least 30 days prior to the tentative date stated in such notice for passage of this Order; WHEREAS, the County has received no petition from the qualified voters of the County protesting the issuance of the Certificates; WHEREAS, it is considered to be in the best interest of the County that the Certificates be issued bearing the date, interest rates, denominations, and maturities as hereafter provided; and WHEREAS, in accordance with the provisions of Section 81.006, Texas Local Government Code, as amended, the Court hereby finds and determines that this order was adopted at a regularly scheduled meeting of the Court; NOW, THEREFORE, BE IT ORDERED BY THE COMMISSIONERS COURT OF BRAZOS COUNTY, TEXAS, THAT: Section 1. Authorization of the Certificates. There is hereby authorized to be issued and delivered, a series of certificates of obligation of the County, to be known as "BRAZOS COUNTY, TEXAS CERTIFICATES OF OBLIGATION, SERIES 2009" (the "Certificates"), in the original aggregate principal amount of $12,000,000 payable from ad valorem taxes and a limited pledge of $1,000 from the revenues of the Center (as further described in Section 5(a) of this Order), for the purposes described in the Form of Certificates contained in Section 3 hereof. Section 2. Date, Denominations, Numbers, and Maturities of Interest on the Certificates. The Certificates shall be dated as of October 15, 2009 (the "Dated Date"), shall be in denominations of $5,000 each or any integral multiple thereof, shall be numbered 1-1 for the Initial Certificate (defined herein) and consecutively from R-1 upward for the definitive Certificates, and shall mature on September 1 in each of the years as provided in the following schedule. The Certificates shall bear interest at the specified rates per annum from the Dated Date, such interest payable semi-annually beginning March 1, 2010, and continuing on each September I and March 1 thereafter through the respective maturity, as shown below: Vol. P$.----- Maturity Principal Interest Maturity Principal Interest (September 1) Amount Rate (September 1) Amount Rate 2010 $230,000 2023 $475,000 2011 265,000 2024 500,000 2012 280,000 2025 525,000 2013 290,000 2026 550,000 2014 305,000 2027 580,000 2015 320,000 2028 605,000 2016 340,000 2029 635,000 2017 355,000 2030 670,000 2018 370,000 2031 700,000 2019 390,000 2032 735,000 2020 410,000 2033 775,000 2021 430,000 2034 810,000 2022 455,000 Section 3. General Characteristics. The Certificates shall (i) be issued; (ii) be payable; (iii) be redeemable prior to their scheduled maturities; (iv) have the characteristics; and (v) be signed, sealed, and executed, all as provided and in the manner indicated in the form set forth below. Section 4. Right of Prior Redemption. The Certificates are subject to redemption prior to their stated maturity and notice thereof shall be given as provided in the Form of Certificates. Section 5. Form of Certificates. The Form of the Certificates, the Form of the Registration Certificate of the Comptroller of Public Accounts of the State of Texas to be printed and manually endorsed on the Initial Certificate, the Form of the Authentication Certificate, [the Form of Statement of Insurance], and the Form of Assignment, which shall be, respectively, substantially as follows, with necessary and appropriate variations, omissions, and insertions as permitted or required by this Order, and the definitions contained within each such form shall apply solely to such form: FORM OF CERTIFICATES [FORM OF DEFINITIVE CERTIFICATES] United States of America State of Texas BRAZOS COUNTY, TEXAS CERTIFICATE OF OBLIGATION, SERIES 2009 NUMBER DENOMINATION R- $ REGISTERED REGISTERED INTEREST DATED MATURITY RATE DATE DATE CUSIP NO. % October 15, 2009 2 Vol. Perms REGISTERED OWNER: CEDE & CO. PRINCIPAL AMOUNT: DOLLARS ) BRAZOS COUNTY, TEXAS (the "County"), being a body corporate and a political subdivision of the State of Texas, promises to pay to the Registered Owner, specified above, or registered assigns (either, the "Registered Owner"), on the Maturity Date, specified above, upon presentation and surrender of this Certificate at the designated payment office of U.S. BANK NATIONAL ASSOCIATJON, Dallas, Texas, or its successor (the "Paying Agent/Registrar"), to wit: the Principal Amount, specified above, in lawful money of the United States of America, and to pay interest thereon at the Interest Rate, specified above, calculated on the basis of a 360-day year of twelve 30-day months, from the later of the Dated Date, specified above, or the most recent interest payment date to which interest has been paid or duly provided for. Interest on this Certificate is payable semi-annually beginning March 1, 2010, and continuing each September 1 and March 1 thereafter through maturity, mailed to the Registered Owner of record as shown on the books of registration kept by the Paying Agent/Registrar (the "Registration Books"), as of the Record Date (hereinafter defined), or in such other manner as may be acceptable to the Registered Owner and the Paying Agent/Registrar. The record date for determining the person to whom interest is payable on any interest payment date (the "Record Date") is the 15th calendar day of the month preceding a scheduled payment. In the event of a non-payment of interest on a scheduled payment date, and for 30 days thereafter, a new Record Date for such payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment thereof have been received from the County. Notice of the Special Record Date and of the scheduled payment date of the past due payment (the "Special Payment Date", which shall be 15 calendar 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 the Registered Owner appearing on the Registration Books at the close of business on the last business day next preceding the date of mailing of such notice. The County covenants with the Registered Owner that no later than each principal installment payment date and interest payment date for this Certificate it will make available to the Paying Agent/Registrar the amounts required to provide for the payment, in immediately available funds, of all principal of and interest on the Certificates, when due, in the manner set forth in the order authorizing the issuance of the Certificates adopted by the Commissioners Court of the County on October 27, 2009 (the "Order"). THIS CERTIFICATE is one of a series of Certificates dated as of the Dated Date specified above of like designation, date, and tenor, except as to number, interest rate, denomination, and maturity, issued pursuant to the Order in the original aggregate principal amount of $12,000,000 for the purpose of providing for the payment of contractual obligations to be incurred in connection with the design, planning, acquisition, construction, equipping, expansion, and/or renovation of certain public property, specifically being the expansion of the exposition center and furnishings and equipment therefor, and the payment of contractual obligations for professional services in connection with such projects (including, but not limited to, financial advisory, legal, architectural, and engineering); and paying costs of issuance of the Certificates. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS CERTIFICATE SET FORTH ON THE. REVERSE HEREOF, WHICH PROVISIONS SHALL HAVE THE SAME FORCE AND EFFECT AS IF SET FORTH IN THIS SPACE. IN WITNESS WHEREOF, this Certificate has been signed with the manual or facsimile signature of the County Judge of the County and countersigned with the manual or facsimile signature of the County 3 Pi Vol. • 0215 Clerk of the County, and the official seal of the County has been duly impressed, or placed in facsimile, on this Certificate. xxxxxxxxxxxxxxxxxxxxxxxxxxx xxxxxxxxxxxxxxxxx xxxxxxxxx County Clerk County Judge (COUNTY SEAL) (Back Panel of Certificates if printed) THE CERTIFICATES are issued pursuant to the Order, whereunder the Commissioners Court of the County covenants to levy a continuing, direct, annual ad valorem tax on taxable property within the County, within the limits prescribed by law, for each year while any part of the Certificates are considered outstanding under the provisions of the Order, in a sufficient amount to pay interest on each Certificate as it becomes due, to provide a sinking fund for the payment of the principal of the Certificates when due, and to pay the expenses of assessing and collecting such tax, and this Certificate is additionally secured by and payable from a limited pledge of $1,000 of the revenues of the County's convention and meeting facility known as the Brazos Center (the "Center"). Reference is hereby made to the Order for provisions with respect to the custody and application of the County's funds, remedies in the event of a default hereunder or thereunder, and the other rights of the Registered Owner. By acceptance of this Certificate, the Registered Owner consents to all of the provisions of the Order, a certified copy of which is on file in the office of the County Clerk. THE COUNTY RESERVES THE RIGHT to redeem the Certificates maturing on or after September 1, 2020, prior to their scheduled maturities, in whole or in part, in integral multiples of $5,000, on September 1, 2019, or on any date thereafter. Such optional redemptions shall be at a redemption price of par plus accrued interest on the principal amount called for redemption to the date fixed for such redemption, if less than all of the Certificates are to be redeemed, the particular Certificates to be redeemed shall be selected by the County in integral multiples of $5,000 within any one maturity. AT LEAST 45 DAYS PRIOR to the date fixed for any redemption of Certificates or portions thereof prior to maturity, a written notice of such redemption shall be given by the County to the Paying Agent/Registrar, and the Paying Agent/Registrar shall send a copy of such notice at least 30 days prior to the date fixed for redemption by United States mail, first class, postage prepaid, addressed to the Registered Owner of each Certificate to be redeemed in whole or in part at the address shown on the Registration Books; provided, however, that the failure to send, mail, or receive such notice, or any defect therein or in the sending or mailing thereof, shall not affect the validity or effectiveness of the proceedings for the redemption of any Certificate. When Certificates or portions thereof have been called for redemption, and due provision has been made to redeem the same, the principal amounts so redeemed shall be payable solely from the funds provided for redemption, and interest which would otherwise accrue on the amounts called for redemption shall terminate on the date fixed for redemption. THIS CERTIFICATE IS TRANSFERABLE OR EXCHANGEABLE only upon presentation and surrender at the designated payment office of the Paying Agent/Registrar. If this Certificate is being transferred, it shall be duly endorsed for transfer or accompanied by an assignment duly executed by the Registered Owner, or his authorized representative, subject to the terms and conditions of the Order. If this Certificate is being exchanged, it shall be in the principal amount of $5,000 or any integral multiple thereof, subject to the terns and conditions of the Order. The Paying Agent/Registrar is not required to accept any Certificate for transfer or exchange (i) during the period commencing with the close of business on any 4 vol. a~ Pg. a~ Record Date immediately preceding a principal or interest payment date of such Certificates and ending with the opening of business on the next following such principal or interest payment date or (ii) with respect to any Certificate or portion called for redemption prior to maturity, within 30 days prior to the date fixed for redemption of such Certificate; provided, however, such limitation of transfer shall not be applicable to an exchange by the Owner of the unredeemed balance of a Certificate called for redemption in part. The Registered Owner of this Certificate shall be deemed and treated by the County and the Paying Agent/Registrar as the absolute owner hereof for all purposes, including payment and discharge of liability upon this Certificate to the extent of such payment, and the County and the Paying Agent/Registrar shall not be affected by any notice to the contrary. IN THE EVENT any Paying Agent/Registrar for the Certificates is changed by the County, resigns, or otherwise ceases to act as such, the County has covenanted in the Order that it promptly will appoint a competent and legally qualified substitute therefor and cause written notice thereof to be mailed to the Registered Owners. IN CASE any officer of the County whose manual or facsimile signature shall appear on any Certificate shall cease to be such officer before the delivery of any such Certificate, such manual or facsimile signature shall nevertheless be valid and sufficient for all purposes as if such officer had remained in office until such delivery. Any Certificate which bears the facsimile signature of such person who at the actual time of the delivery of such Certificate shall be an officer authorized to sign such Certificate, but who at the date of such Certificate was not such an officer, shall be validly and sufficiently signed for all purposes as if such person had been such officer at the date of such Certificate. IT IS HEREBY CERTIFIED, COVENANTED, AND REPRESENTED that all acts, conditions, and things necessary to be done precedent to the issuance of the Certificates in order to render the same legal, valid, and binding obligations of the County have happened and have been accomplished and performed in regular and due time, form, and manner, as required by law; that provision has been made for the payment of the principal of and interest on the Certificates by the levy of a continuing, direct, annual ad valorem tax upon all taxable property within the County, within the limit prescribed by law, and from the above-described limited pledge of $1,000 from the surplus revenues received by the County from its ownership and operation of the Center; and that issuance of die Certificates does not exceed any constitutional or statutory limitation. BY BECOMING the Registered Owner of this Certificate, the Registered Owner thereby acknowledges all of the terms and provisions of the Order, agrees to be bound by such terms and provisions, and agrees that the terms and provisions of this Certificate and the Order constitute a contract between each Registered Owner and the County. [FORM OF INITIAL CERTIFICATE] The Initial Certificate shall be in the form set forth above for the definitive Certificates, except the following shall replace the heading and the first paragraph: NO. I-1 $12,000,000 United States of America State of Texas 5 Vol. BRAZOS COUNTY, TEXAS CERTIFICATE OF OBLIGATION, SERIES 2009 Dated Date: OCTOBER 15, 2009 Registered Owner: MORGAN KEEGAN & COMPANY, INC. Principal Amount: TWELVE MILLION DOLLARS ($12,000,000) BRAZOS COUNTY, TEXAS (the "County"), for value received, acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner, specified above, or the registered assigns thereof, the Principal Amount, specified above, with principal installments payable on September 1 in each of the years, and bearing interest at per annum rates in accordance with the following schedule: YEARS OF PRINCIPAL INTEREST STATED INSTALLMENTS RATES MATURITIES (Information to be inserted from schedule appearing in Section 2 of the Order.) INTEREST on the unpaid Principal Amount hereof from the Dated Date, as specified above, or from the most recent interest payment date to which interest has been paid or duly provided for until the Principal Amount has become due and payment thereof has been made or duly provided for shall be paid, computed on the basis of a 360-day year of twelve 30-day months, such interest being payable on March 1 and September 1 of each year, commencing March 1, 2010. THE PRINCIPAL OF AND INTEREST ON this Certificate are payable in lawful money of the United States of America, without exchange or collection charges. The final payment of principal of this Certificate shall be paid to the Registered Owner hereof upon presentation and surrender of this Certificate at final maturity, at the designated payment office of U.S. BANK NATIONAL ASSOCIATION, Dallas, Texas, or its successors, which is the "Paying AgentRegistrar" for this Certificate. The payment of principal installments and interest on this Certificate shall be made by the Paying Agent/Registrar to the Registered Owner hereof as shown on the books of registration kept by the Paying Agent/Registrar (the "Registration Books") at the close of business on the Record Date (hereinafter defined) by check drawn by the Paying Agent/Registrar on, and payable solely from, funds of the County required to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter provided; and such check shall be sent by the Paying Agent/Registrar by United States mail, postage prepaid, on each such payment date, to the Registered Owner hereof at its address as it. appears on the Registration Books, as hereinafter described. The record date for determining to whom interest is payable on any interest payment date (the "Record Date") means the 15th calendar day of the month preceding a scheduled payment. In the event of a non- payment of interest on a scheduled payment date, and for 30 days thereafter, a new Record Date for such payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment thereof have been received from the County. Notice of the Special Record Date and of the scheduled payment date of the past due payment (the "Special Payment Date", which shall be 15 calendar 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 the Registered Owner appearing on the Registration Books at the close of business on the last business day next preceding the date of mailing of such notice. The County covenants with the Registered Owner that no later than each principal installment 6 I g Vol. e a1 Pg. payment date and interest payment date for this Certificate it will make available to the Paying Agent/Registrar the amounts required to provide for the payment, in immediately available funds, of all principal of and interest on the Certificates, when due, in the manner set forth in the Order authorizing the issuance of the Certificates adopted by the Commissioners Court of the County on October 27, 2009 (the "Order"). FORM OF AUTHENTICATION CERTIFICATE AUTHENTICATION CERTIFICATE This Certificate of Obligation is one of the Certificates described in and delivered pursuant to the with in-mentioned Order, and this Certificate has been issued in conversion of and exchange for, or replacement of, a Certificate, Certificates, or a portion of a Certificate or Certificates of an issue which was originally approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas. U.S. BANK NATIONAL ASSOCIATION Dallas, Texas Paying Agent/Registrar Registration Date: By Authorized Signature FORM OF ASSIGNMENT ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto (Please insert Social Security or Taxpayer (Please print or typewrite name and address, including zip code, of Transferee) Identifimtion Number of Transferee) the within Certificate of Obligation and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to register the transfer of the within Certificate of Obligation on the books kept for registration thereof, with full power of substitution in the premises. Dated: Signature Guaranteed: 7 1 a►~ P vol. g- NOTICE: Signature(s) must be guaranteed by a NOTICE: The signature above must correspond member firm of the New York Stock Exchange or a with the name of the Registered Owner as it commercial bank or trust company. appears upon the front of this Certificate of Obligation in every particular, without alteration or enlargement or any change whatsoever. The following abbreviations, when used in the Assignment above or on the face of the within Certificate of Obligation, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT - Custodian (Cust) (Minor) under Uniform Gifts to Minors Act (State) Additional abbreviations may also be used though not in the list above. FORM OF REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS* *Attach to or print on Initial Certificate only COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTERNO. I HEREBY CERTIFY THAT there is on file and of record in my office a certificate to the effect that the Attorney General of the State of Texas has examined and finds that this Certificate of Obligation has been issued in conformity with the Constitution and laws of the State of Texas and is a valid and binding obligation of Brazos County, Texas, and further that this Certificate of Obligation has been registered this day by me. WITNESS my signature and seal of office this (COMPTROLLER'S SEAL) Comptroller of Public Accounts of the State of Texas [END OF FORMS] The County authorizes the printing of a true and correct copy of an opinion of Winstead PC, Bond Counsel to the County, relating to the validity and enforceability of the Certificates under Texas law and the status of interest on the Certificates under federal income tax laws, on the reverse side of each of the Certificates over a certificate of identification executed by the facsimile signature of the County Clerk, and also authorizes the imprinting of CUSIP (the American Bankers Association's Committee on Uniform Securities Identification Procedures) numbers on the Certificates; provided, however, that the failure of such opinion, certificate, or CUSIP numbers to appear on any Certificate, or any errors therein, or in any part of 8 vol. ►a~ pg ga o the Certificate, the form of which is not included in the Order, shall in no way affect the validity or enforceability of the Certificates or relieve the Initial Purchasers of the Certificates of their obligation to accept delivery of and pay for the Certificates. Section 6. Definitions. In addition to other words and terms defined in this Order (except those defined and used in Section 3), and unless a different meaning or intent clearly appears in the context, the following words and terms shall have the following meanings, respectively: "Attorney General" means the Attorney General of the State. "Bond Counsel" means Winstead PC, or such other nationally recognized bond counsel selected by the County to serve in such capacity. "Center" means the County's convention and meeting facility known as the Brazos Center. "Certificate" or "Certificates" means any or all of the Certificates, as the case may be, of that series styled "Brazos County, Texas Certificates of Obligation, Series 2009", issued in the original aggregate principal amount of $12,000,000, authorized by this Order. "Code" means the Internal Revenue Code of 1986, as amended. "Commissioners Court" means the Commissioners Court of the County, being its duly authorized governing body. "Comptroller" means the Comptroller of Public Accounts of the State. "County" means Brazos County, Texas, a body corporate and a political subdivision of the State, or any successor thereto. "County Clerk" means the County Clerk of the County.' "County Judge" means the County Judge of the County. "DTC" means the Depository Trust Company, New York, New York, and its successors and assigns. . "Government Obligations" means (i) direct noncallable obligations of the United States, including obligations that are unconditionally guaranteed by, the United States of America; (ii) noncallable obligations of an agency or instrumentality of the United States, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the goveming body of the issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than "AAA" or its equivalent; (iii) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and that, on the date the governing body of the issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than "AAA" or its equivalent; or (iv) any other securities authorized by law to be used for defeasance. 9 Vol. l a 7 Pg. 022 "Initial Certificate" means the Certificate registered by the Comptroller as described in Section 10 hereof. "Interest Payment Date" means, when used in connection with any Certificate, March 1, 2010, and each September I and March 1 thereafter until maturity or earlier redemption of such Certificate. "Official Statement" means the disclosure document dated as of October 27, 2009, along with any supplement or amendment thereto, distributed by the County in connection with the offering and sale of the certificates. "Order" means this "Order Authorizing the Issuance of `Brazos County, Texas Certificates of Obligation, Series 2009'; Authorizing a Paying Agent/Re0strar Agreement and a Bond Purchase Agreement; and Authorizing Other Matters Related Thereto", adopted by the Commissioners Court on October 27, 2009. "Paying Agent/Registrar" means U.S. Bank National Association, Dallas, Texas, and such other bank or trust company as may hereafter be appointed in substitution therefor or in addition thereto to perform the duties of Paying Agent/Registrar in accordance with the provisions of this Order. "Paying Agent/Registrar Agreement" means the agreement dated as of October 15, 2009, between the Paying Agent/Registrar and the County substantially in the form of Exhibit "A" attached hereto, which relates to the registration, authentication, and transfer of the Certificates. "Purchase Agreement" means the purchase agreement between the County and the Underwriter of even date herewith. "Record Date" means the date for determining the person to whom interest is payable on any Interest Payment Date, being the 15" calendar day of the month preceding the month in which there is a scheduled payment. "Registered Owner ",."Registered Owners", "Owner", or "Owners" means any person who shall be the registered owner of any outstanding Certificates, or the assigns thereof. "Registration Books" means the books of registration kept by the Paying Agent/Registrar in which are maintained the names and addresses of, and the principal amounts registered to, each Registered Owner. "SEC" means the United States Securities and Exchange Commission, or any successor thereto. "State" means the State of Texas. "Underwriter" means Morgan Keegan & Company, Inc. Section 7. County Funds. The County hereby confirms the establishment of the following funds of the County at a depository of the County: (a) Interest and Sinking Fund, Tax Levy, and Pledge of Revenues. The "Brazos County, Texas Certificates of Obligation, Series 2009 Interest and Sinking Fund" (the "Interest and Sinking Fund") is hereby created and shall be established and maintained by the County at an official depository bank of the County. The Interest and Sinking Fund shall be kept separate and apart from all other funds and accounts 10 Vol. t Pg. of the County and shall be used only for paying the interest on and principal of the Certificates. The accrued interest and any net original issue premium received upon the initial delivery of the Certificates, and the net proceeds of all ad valorem taxes levied and collected for and on account of the Certificates, shall be deposited, as collected, to the credit of the Interest and Sinking Fund. During each year while any of the Certificates or interest thereon are outstanding and unpaid, the Commissioners Court shall compute and ascertain a rate and amount of ad valorem tax which will be sufficient to raise and produce the money required to pay the interest on the Certificates as such interest comes due and to provide and maintain a sinking fund adequate to pay the principal thereof as such principal matures (but never less than 2% of the original principal amount of the Certificates as a sinking fund each year); and the tax shall be based on the County's latest approved tax rolls, with full allowances being made for tax delinquencies and the cost of tax collection. The rate and amount of ad valorem tax is hereby levied, and is hereby ordered to be levied, against all taxable property in the County for each year while any of the Certificates or interest thereon are outstanding and unpaid, and the tax shall be assessed and collected each year and deposited to the credit of the Interest and Sinking Fund. The ad valorem taxes sufficient to provide for the payment of the interest on and principal of the Certificates, as such interest comes due and such principal matures, are hereby pledged irrevocably for such payment, within the limit prescribed by law. The Certificates additionally shall be payable from and secured by a subordinate lien on and pledge of $1,000 of the revenues generated from the County's ownership and operation of the Center, such revenues permitted to be pledged by Section 320.073, Texas Local Government Code, as amended. Notwithstanding the requirements of this Section, if any revenues of the Center are actually on deposit in the Interest and Sinking Fund in advance of the time when ad valorem taxes are scheduled to be levied for any year, then the amount of taxes which otherwise would have been required to be levied pursuant to this Section may be reduced to the extent and by the amount of such revenues then on deposit in the Interest and Sinking Fund or budgeted for deposit therein. The County shall deposit such limited pledge of $1,000 of the . revenues of the Center to the credit of the Interest and Sinking Fund. The County reserves the right to issue, for any lawful purpose at any time, in one or more installments, bonds, certificates of obligation, and other obligations of any kind payable in whole or in part from, and secured by a pledge of the Center's revenues that may be prior and superior in right to, on a parity with, or junior and subordinate to the $1,000 limited pledge of the such revenues additionally securing the Certificates. (b) Construction Fund. The "Brazos County, Texas Certificates of Obligation, Series 2009 Construction Fund" (the "Construction Fund") is hereby created and shall be established and maintained by the County at an official depository bank of the County. The Construction Fund is the fund into which the proceeds of the Certificates received from the Initial Purchasers, net of costs of issuance, accrued interest, and the net original issue.premium, shall be deposited. Money in the Construction Fund shall be used to pay the costs' necessary or appropriate to accomplish the purposes for which the Certificates are issued (as identified in Section 3 of this Order). Section 8. Investments and Security. (a) Investment of Funds. The County may place money in any fund created by this Order in time or demand deposits or invest such money as authorized by law at the time of such deposit; provided, however, that the County hereby covenants that the proceeds of the sale of the Certificates will be used as soon as practicable for the purposes for which the Certificates are issued. Obligations purchased as an investment of money in a fund shall be deemed to be a part of such fund. I1 Vol. a1 P9. ~a 3 (b) Amounts Received from Investments. Except as otherwise provided by law, amounts received from the investment of the Construction Fund may be retained in such fund or deposited to the Interest and Sinking Fund as determined by the Commissioners Court. Any amounts received from the investment of the Interest and Sinking Fund shall be deposited in the Interest and Sinking Fund. (c) Security for Funds. All funds created by this Order shall be secured in the manner and to the fullest extent required by law for the security of funds of the County. (d) Remaining Funds. Any money remaining after the purposes for which the Certificates were issued have been accomplished shall be deposited in the Interest and Sinking Fund and the Construction Fund shall then be closed. Section 9. Covenants of the County. (a) General Covenants. The County covenants and represents that: (i) The County is a duly created county, operating and existing under the laws of the State, and is duly authorized under the laws of the State to create and issue the Certificates, all action on its part for the creation and issuance of the Certificates has been duly and effectively taken, and the Certificates in the hands of the Registered Owners thereof are and will be valid and enforceable obligations of the County in accordance with their terms; and (ii) The Certificates shall be ratably secured in such manner that no one Certificate shall have preference over other Certificates. (b) Specific Covenants. The County covenants and represents that, while the Certificates are outstanding and unpaid, it will: (i) proceed to acquire and construct with all due diligence and dispatch so much of the projects as shall have been financed with the proceeds of the Certificates; (ii) levy an ad valorem tax, within the limits prescribed by law, that will be sufficient to provide funds to pay the current interest on the Certificates and to provide the necessary sinking fund, as described in this Order; (iii) have or obtain lawful title to the lands, buildings, structures, and facilities constituting the Center; will defend the title to all the aforesaid lands, buildings, structures, and facilities, and every part thereof, for the benefit of the Registered Owners and Additional Obligations, against the claims and demands of all persons whomsoever; is lawfully qualified to pledge the revenues generated by the County's ownership and operation of the Center to the payment of the Certificates in the manner prescribed herein; and has lawfully exercised such rights; (iv) from time to time and before the same become delinquent, pay and discharge all taxes, assessments, and governmental charges, if any, which shall be lawfully imposed upon the Center; pay all lawful claims for rents, royalties, labor, materials, and supplies which if unpaid might by law become a lien or charge thereon, the lien of which would be prior to or interfere with the liens hereof, so that the priority of the liens granted hereunder shall be fully preserved in the manner provided herein, and not create or suffer to be created any mechanic's, laborer's, materialman',s, or other lien or charge which might or could be prior to the liens hereof, or do or 12 V0 1. a Pg. suffer any matter or thing whereby the liens hereof might or could be impaired; provided, however, that no such tax, assessment, or charge, and that no such claims which might be used as the basis of a mechanic's, laborer's, materialman's, or other lien or charge, shall be required to be paid so long as the validity of the same shall be contested in good faith by the County; (v) keep proper books of record and accounts in which full, true, and correct entries will be made of all dealings, activities, and transactions relating to the funds created pursuant to this Order, and all books, documents, and vouchers relating thereto shall at all reasonable times be made available for inspection upon request from any Registered Owner; (c) Covenants Regarding Tax Matters. The County covenants to take any action to maintain, or refrain from any action which would adversely affect, the treatment of the Certificates as obligations described in section 103 of the Code, the interest on which is not includable in "gross income" for federal income tax purposes. In furtherance thereof, the County specifically covenants as follows: (i) to refrain from taking any action which would result in the Certificates being treated as "private activity bonds" within the meaning of section 141(a) of the Code; (ii) to take any action to assure that no more than 10% of the proceeds of the Certificates or the projects financed therewith are used for any "private business use", as defined in section 141(b)(6) of the Code or, if more than 10% of the proceeds or the projects financed therewith are so used, that amounts, whether or not received by the County with respect to such private business use, do not under the terms of this Order or any underlying arrangement, directly or indirectly, secure or provide for the payment of more than 10% of the debt service on the Certificates, in contravention of section 14l(b)(2) of the Code; (iii) to take any action to assure that in the event that the "private business use" described in paragraph (ii) hereof exceeds 5% of the proceeds of the Certificates or the projects financed therewith, then the amount in excess of 5% is used for a "private business use" which is "related" and not "disproportionate", within the meaning of section 141(b)(3) of the Code, to the governmental use; (iv) to take any action to assure that no amount which is greater than the lesser of $5,000,000 or 5% of the proceeds of the Certificates is directly or indirectly used to finance loans to persons, other than state or local governmental units, in contravention of section 141(c) of the Code; (v) to refrain from taking any action which would result in the Certificates being "federally guaranteed" within the meaning of section 149(b) of the Code; (vi) except to the extent permitted by section 148 of the Code and the regulations and rulings thereunder, to refrain from using any portion of the proceeds of the Certificates, directly or indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire investment property (as defined in section 148(b)(2) of the Code) which produces a materially higher yield over the term of the Certificates; (vii) to otherwise restrict the use of the proceeds of the Certificates or amounts treated as proceeds of the Certificates, as may be necessary, so that the Certificates do not 13 o~ Vol. pg. otherwise contravene the requirements of section 148 of the Code (relating to arbitrage) and, to the extent applicable, section 149(d) of the Code (relating to advance refundings); (viii) except to the extent otherwise provided in section 148(f) of the Code and the regulations and rulings thereunder, to pay to the United States of America at least once during each five year period (beginning on the date of delivery of the Certificates) an amount that is at least equal to 90% of the "Excess Earnings", within the meaning of section 148(f) of the Code, and to pay to the United States of America, not later than 60 days after the Certificates have been paid in full, 100% of the amount then required to be paid as a result of Excess Earnings under section 148(f) of the Code; (ix) to maintain such records as will enable the County to fulfill its responsibilities under this subsection and sections 141 and 148 of the Code and to retain such records for at least six years following the final payment of principal and interest on the Certificates; and (x) to comply with the information reporting requirements of section 149(e) of the Code. For the purposes of the foregoing, in the case of a refunding obligation, the term "proceeds" includes transferred proceeds and, for purposes of paragraphs (ii) and (iii), proceeds of the refunded obligations. The covenants contained herein are intended to assure compliance with the Code and any regulations or rulings promulgated by the U.S. Department of Treasury pursuant thereto. In the event that regulations or rulings are hereafter promulgated which modify or expand provisions of the Code, as applicable to the Certificates, the County will not be required to comply with any covenant contained herein to the extent that such modification or expansion, in the opinion of nationally-recognized bond counsel, will not adversely affect the exclusion from gross income of interest on the Certificates under section 103 of the Code. In the event that regulations or rulings are hereafter promulgated which impose additional requirements which are applicable to the Certificates, the County agrees to comply with the additional requirements to the extent necessary, in the opinion of nationally-recognized bond counsel, to preserve the exclusion from gross income of interest on the Certificates under section 103 of the Code. Proper officers of the County charged with the responsibility of issuing the Certificates are hereby authorized and directed to execute any documents, certificates, or reports required by the Code and to make such elections, on behalf of the County, which may be permitted by the Code as are consistent with the purpose for the issuance of the Certificates. Notwithstanding any other provision in this Order, to the extent necessary to preserve the exclusion from gross income of interest on the Certificates under section 103 of the Code, the covenants contained in this subsection shall survive the later of the de£easance or discharge of the Certificates. (d) Covenants Regarding Sale, Lease. or Disposition of Financed Property. The County covenants that it will regulate the use of the property financed, directly or indirectly, with the proceeds of the Certificates and will not sell, lease, or otherwise dispose of such property unless (i) the County takes the remedial measures as may be required by the Code and the regulations and rulings thereunder in order to preserve the exclusion from gross income of interest on the Certificates under section 103 of the Code or (ii) the County obtains the advice of nationally-recognized bond counsel with respect to such sale, lease, or other disposition. 14 vol. I Pg. as (e) Designation As Qualified Tax-Exempt Obligations. The County hereby designates the Certificates as "qualified tax exempt obligations" as defined in section 265(6)(3) of the Code. In furtherance of such designation, the County represents, covenants, and warrants the following: (a) during the calendar year in which the Certificates are issued, the County (including any subordinate entities) has not designated nor will designate obligations, which when aggregated with the Certificates, will result in more than $30,000,000 of "qualified tax exempt obligations" being issued; (b) the County reasonably anticipates that the amount of tax exempt obligations issued during 2009 by the County (including any subordinate entities) will not exceed $30,000,000; and (c) the County will take such action which would assure, or to refrain from such action which would adversely affect, the treatment of the Certificates as "qualified tax-exempt obligations". Section 10. Paying Agent/Registrar. The Paying Agent/Registrar is hereby appointed as paying agent and registrar for the Certificates and the County is hereby authorized to enter into any type of agreement necessary for the Paying Agent/Registrar to perform its duties hereunder. The principal of the Certificates shall be payable, without exchange or collection charges, in any coin or currency of the United States of America, which, on the date of payment, is legal tender for the payment of debts due the United States of America, upon their presentation and surrender as they respectively become due and payable, whether at maturity or by prior redemption, at the designated payment office of the Paying Agent/Registrar. The interest on each Certificate shall be payable by check payable on the Interest Payment Date mailed by the Paying Agent/Registrar on or before each Interest Payment Date to the Registered Owner of record as of the Record Date, to the address of such Registered Owner as shown on the Registration Books, or in such other manner as may be acceptable to the Registered Owner and the Paying Agent/Registrar. The County, the Paying Agent/Registrar, and any other person may treat the person in whose name any Certificate is registered as the absolute Registered Owner of such Certificate for the purpose of making and receiving payment of the principal thereof and for the further purpose of making and receiving payment of the interest thereon and for all other purposes, whether or not such Certificate is overdue, and neither the County nor the Paying Agent/Registrar shall be bound by any notice or knowledge to the contrary. All payments made to the person deemed to be the Registered Owner of any Certificate in accordance with this Order shall be valid and effectual and shall discharge the liability of the County and the Paying Agent/Registrar upon such Certificate to the extent of the sums paid. So long as any Certificates remain outstanding, the Paying Agent/Registrar shall keep the Registration Books at its designated corporate trust office in which, subject to such reasonable regulations as it may prescribe, the Paying Agent/Registrar shall provide for the registration and transfer of Certificates in accordance with the terms of this Order. The County may at any time and from time to time appoint another Paying Agent/Registrar in substitution for the previous Paying Agent/Registrar; provided, however, that any such Paying Agent/Registrar shall be a corporation organized and doing business under the laws of the United States of America or any state thereof, authorized under such laws to exercise trust powers, subject to supervision or examination by federal or state authority, and a transfer agent registered with the SEC. In such event, the County shall give notice by certified mail to each Registered Owner at least 30 days prior to the effective date of such substitution. Any bank or trust company with or into which any Paying Agent/Registrar may be merged or consolidated, or to which the assets and business of Paying Agent/Registrar may be sold or otherwise transferred, shall be deemed the successor of such Paying Agent/Registrar for the proposes of this Order. 15 vol. a1 pg. a The County Judge and the County Clerk, respectively, are hereby authorized to enter into, execute, and deliver the Paying Agent/Registrar Agreement with the initial Paying Agent/Registrar in substantially the form attached hereto as Exhibit "A". Section 11. Successor Registrar, Successor Paying Agent. The County covenants with the Registered Owners that prior to the time all of the Certificates have been finally retired, the County will provide competent and legally qualified persons to act as and perform the services of Paying Agent/Registrar for the Certificates under this Order. The County reserves the right to, and may, at its option, change the Paying Agent/ Registrar with respect to the Certificates upon not less than 60 days written notice to the Paying Agent/Registrar. Any Paying Agent/Registrar may resign and be discharged of its respective duties under this Order by written resignation filed with the County not less than 60 days before the date such resignation is to take effect. In the event that the person at any time acting as a Paying Agent/Registrar (or its successor by merger, acquisition, or other method) should resign or otherwise cease to act as such, the County covenants that promptly it will appoint a competent and legally qualified national or state banking institution organized and doing business under the laws of the United States of America or the State, authorized under such laws to exercise trust powers, subject to supervision or examination by federal or state authority, to act as such Paying Agent/Registrar, under this Order. Upon any change in a Paying Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer and deliver the Registration Books (or a copy thereof), along with all other pertinent books and records relating to the Certificates, to the new Paying Agent/Registrar designated and appointed by the County. Upon any change in the Paying Agent/Registrar, the County promptly will cause a written notice thereof to be sent by the new Paying Agent/Registrar to each Registered Owner, by United States mail, first-class postage prepaid, which notice also shall give the address of the new Paying Agent/Registrar. By accepting the position and performing as such, each Paying Agent/Registrar shall be deemed to have agreed to the provisions of this Order, and a certified copy of this Order shall be delivered to each Paying Agent/Registrar. Section 12. Initial Certificate; Exchange or Transfer of Certificates. Initially, one Certificate (the "Initial Certificate"), numbered 1-1 as described in Section 3 of this Order and representing the entire principal amount of the Certificates, shall be registered in the name of the Underwriter, and shall be executed and submitted to the Attorney General for approval, and thereupon certified by the Comptroller or his duly authorized agent, by manual signature, and the Initial Certificate shall be effective and valid without the Authentication Certificate being signed by the Paying Agent/Registrar. At any time thereafter, the Registered Owner may deliver the Initial Certificate to the Paying Agent/Registrar for exchange, accompanied by instructions from the Registered Owner or designee designating the persons, maturities, and principal amounts to and in which the Initial Certificate is to be transferred and the addresses of such persons, and the Paying Agent/Registrar shall thereupon, within not more than three days, register and deliver such Certificates upon authorization of the County as provided in such instructions. Each Certificate shall be transferable only upon the presentation and surrender thereof at the designated payment office of the Paying Agent/Registrar, duly endorsed for transfer, or accompanied by an assignment duly executed by the Registered Owner or his authorized representative in form satisfactory to the Paying Agent/Registrar. Upon presentation of any Certificate for transfer, the Paying Agent/Registrar shall authenticate and deliver in exchange therefor, to the extent possible and under reasonable circumstances within three business days after such presentation, a new Certificate or Certificates, registered in the name of the transferee or transferees, in authorized denominations and of the same maturity and aggregate principal amount and bearing interest at the same 'rate as the Certificate or Certificates so presented. 16 Vol. ] Pg. a a All Certificates shall be exchangeable upon presentation and surrender thereof at the designated payment office of the Paying Agent/Registrar for a Certificate or Certificates of the same maturity and interest rate and in any authorized denomination, in an aggregate principal amount equal to the unpaid principal amount of the Certificate or Certificates presented for exchange. The Paying Agent/Registrar shall be and is hereby authorized to authenticate and deliver exchange Certificates in accordance with this Order and each Certificate so delivered shall be entitled to the benefits and security of this Order to the same extent as the Certificate or Certificates in lieu of which such Certificate is delivered. The County or the Paying Agent/Registrar may require the Registered Owner of any Certificate to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with the transfer or exchange of such Certificate. Any fee or charge of the Paying Agent/Registrar for such transfer or exchange shall be paid by the County. Neither the County nor the Paying Agent/Registrar shall be required to accept any Certificate for transfer or exchange (i) during the period commencing with the close of business on any Record Date immediately preceding a principal or interest payment date of such Certificates and ending with the opening of business on the next following such principal or interest payment date or (ii) with respect to any Certificate or portion called for redemption prior to maturity, within 30 days prior to the date fixed for redemption of such Certificate; provided, however, such limitation of transfer shall not be applicable to an exchange by the Owner of the unredeemed balance of a Certificate called for redemption in part. Section 13. Sale of Certificates. (a) Sale. The terms for the sale of the Certificates to the Underwriter shall be provided in this Order and the Purchase Agreement and delivery of the Certificates to the Underwriter shall be made as soon as practicable after the execution of the Purchase Agreement, upon payment therefor, in accordance with the Purchase Agreement. The County Judge is hereby authorized to sign and deliver the Purchase Agreement. (b) Approval of Official Statement. The County hereby approves the form and content of the Official Statement relating to the Certificates and any addenda, supplement, or amendment thereto, and approves the distribution of such Official Statement in the reoffering.of the Certificates by the Initial Purchasers in final form, with such changes therein or additions thereto as the officer executing the same may deem advisable, such determination to be conclusively evidenced by his execution thereof. The form and content of and the distribution and use of the Official Statement prior to the date hereof are hereby ratified and confirmed. (c) Legal Opinion. The Initial Purchasers' obligation to accept delivery of the Certificates is subject to their being furnished an opinion of Bond Counsel, such opinion to be dated and delivered as of the date of delivery and payment for the Certificates. (d) Registration and Delivery. Upon the registration of the Initial Certificate, the Comptroller is authorized and instructed to deliver the Initial Certificate, pursuant to the instruction of the County Judge, for delivery to the Initial Purchasers. Section 14. Book-Entry-Only System. (a) The definitive Certificates shall be initially issued in the name of Cede & Co., as nominee of DTC, as Registered Owner of the Certificates, and held in custody of DTC. A single certificate will be issued and delivered to DTC for each maturity of the Certificates. Beneficial owners of definitive Certificates will not receive physical delivery of Certificates except as provided hereinafter. For so long as DTC shall continue to serve as securities depository for the Certificates as provided herein, all transfers of beneficial ownership interest will be made by book-entry 1 17 V0 1. P9. only, and no investor or other person purchasing, selling, or otherwise transferring beneficial ownership of Certificates is to receive, hold, or deliver any Certificates. No person shall acquire or hold any beneficial interest in any Certificate representing a portion of the principal amount of such Certificate which is other than $5,000 or an integral multiple thereof. (b) Replacement definitive Certificates may be issued directly to beneficial owners of Certificates other than DTC, or its nominee, but only in the event that (i) DTC determines not to continue to act as securities depository for the Certificates (which determination shall become effective no less than 90 days after written notice to such effect to the County and the Paying Agent/Registrar); or (ii) the County has advised DTC of its determination (which determination is conclusive as to DTC and beneficial owners of the Certificates) that DTC is incapable of discharging its duties as securities depository for the Certificates; or (iii) the County has determined (which determination is conclusive as to DTC and the beneficial owners of the Certificates) that the interests of the beneficial owners of the Certificates might be adversely affected if such book-entry only system of transfer is continued. Upon occurrence of any event described in (i) or (ii) above, the County shall use its best efforts to attempt to locate another qualified securities depository. If the County fails to locate another qualified securities depository to replace DTC, the County shall cause to be executed, authenticated, and delivered replacement Certificates, in certificate form, to the DTC participants having an interest in the Certificates as shown on the records of DTC provided by DTC to the County. In the event that the County makes the determination described in (iii) above and has made provisions to notify the beneficial owners of Certificates of such determination by mailing an appropriate notice to DTC, it shall cause to be issued replacement Certificates in certificate form to the DTC participants having an interest in the Certificates as shown on the records of DTC provided by DTC to the County. The County undertakes no obligation to make any investigation to determine the occurrence of any events that would permit the County to make any determination described in (ii) or (iii) above. (c) Whenever, during the term of the Certificates, the beneficial ownership thereof is determined by a book entry at DTC, the requirements in this Order of holding, delivering, or transferring Certificates shall be deemed modified to require the appropriate person or entity to meet the requirement of DTC as to registering or transferring the book entry to produce the same effect. (d) If at any time DTC ceases to be the securities depository of the Certificates, all references herein to DTC shall be of no further force or effect. Section 15. County Officers' Duties. (a) Issuance of Certificates. The County Judge shall submit the Initial Certificate, the record of the proceedings authorizing the issuance of the Certificates, and any and all other necessary orders, certificates, and records to the Attorney General for his investigation. After obtaining the approval of the Attorney General, the County Judge shall cause the Initial Certificate to be registered by the Comptroller. The officers or acting officers of the County are authorized to execute and deliver on behalf of the County such certificates and instruments as may be necessary or appropriate prior to delivery of and payment for the Certificates to and by the Initial Purchasers. (b) Execution of Order. The County Judge and the County Clerk, respectively, are authorized to execute the certificate to which this Order is attached on behalf of the County and to do any and all things proper and necessary to carry out the intent thereof. Section 16. Remedies of Registered Owners. In addition to all rights and remedies of any Registered Owner provided by the laws of the State, the County covenants and agrees that in the event the 18 vol. Ia~ pg ~9_3a County defaults in the payment of the principal of or interest on any of the Certificates when due, fails to make the payments required by this Order to be made into the Interest and Sinking Fund, or defaults in the observance or performance of any of the covenants, conditions, or obligations set forth in this Order, any Registered Owner shall be entitled to a writ of mandamus issued by a court of proper jurisdiction compelling and requiring the County and other officers of the County to observe and perform any covenant, obligation, or condition prescribed in this Order. No delay or omission by any Registered Owner to exercise any right or power accruing to such Registered Owner upon default shall impair any such right or power, or shall be construed to be a waiver of any such default or acquiescence therein, and every such right or power may be exercised from time to time and as often as may be deemed expedient. The specific remedies mentioned in this Order shall be available to any Registered Owner of any of the Certificates and shall be cumulative of all other existing remedies. Section 17. Lost, Stolen, Destroyed, Damaged, or Mutilated Certificates; Destruction of Paid Certificates. (a) Replacement Certificates. In the event any outstanding Certificate shall become lost, stolen, destroyed, damaged, or mutilated, at the request of the Registered Owner thereof, the County shall cause to be executed, registered by the Paying Agent/Registrar, and delivered a substitute Certificate of like date and tenor, in exchange and substitution for and upon cancellation of such mutilated or damaged Certificate, or in lieu of and substitution for such Certificate lost, stolen, or destroyed, subject to the provisions of subsections (b), (c), (d), and (e) of this Section. (b) Application and Indemnity. Application for exchange and substitution of lost, stolen, destroyed, damaged, or mutilated Certificates shall be made to the County. In every case the applicant for a substitute Certificate shall furnish to the County such deposit for fees and costs as may be required by the County to save it and the Paying Agent/Registrar harmless from liability. Except as hereinafter provided, in every case of loss, theft, mutilation, or destruction of a Certificate, the applicant shall also furnish to the County indemnity to the County's satisfaction and shall file with the County evidence to the County's satisfaction of the loss, theft, mutilation, or destruction and of the ownership of such Certificate. In every case of damage or mutilation of a Certificate, the applicant shall surrender the Certificate so damaged or mutilated to the Paying Agent/Registrar. (c) Matured Certificates. Notwithstanding the foregoing provisions of this Section, in the event any such Certificate shall have matured, and no default has occurred in payment of the principal of or interest on the Certificates which is then continuing, the County may authorize the payment of the same (without surrender thereof except in the case of a damaged or mutilated Certificate) instead of issuing a substitute Certificate, if any, provided security or indemnity is furnished as above provided in this Section. (d) Expenses of Issuance. Upon the issuance of any substitute Certificate, the County may charge the Registered Owner of such Certificate with all fees and costs incurred in connection therewith. Every substitute Certificate issued pursuant to the provisions of this Section by virtue of the fact that any Certificate is lost, stolen, destroyed, damaged, or mutilated shall constitute a contractual obligation of the County, whether or not the lost, stolen, destroyed, damaged, or mutilated Certificate shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this Order equally and proportionately with any and all other Certificates duly issued under this Order. (e) Authority to Issue Substitute Certificates. This Order shall constitute sufficient authority for the issuance of any such substitute Certificate without necessity of further action by the County or any other body or person, and the issuance of such substitute Certificates is hereby authorized, notwithstanding any other provisions of this Order. 19 3 I Vol. ~ a:7 Pg. (f) Destruction of Paid Certificates. At any time subsequent to the payment thereof, the Paying Agent/Registrar is authorized to cancel and destroy any Certificates duly paid, and promptly after any such destruction, the Paying Agent/Registrar shall furnish to the County a certificate evidencing such destruction. Section 18. Defeasance. (a) Except to the extent provided in subsection (c) of this Section, any Certificate, and the interest thereon, shall be deemed to be paid, retired, and no longer outstanding within the meaning of this Order (a "Defeased Certificate") when payment of the principal of such Certificate, plus interest thereon to the due date (whether such due date be by reason of maturity or otherwise) either (i) shall have been made or caused to be made in accordance with the terms thereof or (ii) shall have been provided for on or before such due date by irrevocably depositing with or making available to a person described by section 1207.061(a), Texas Government Code, as amended (a "Depositary"), with respect to the safekeeping, investment, administration, and disposition of a deposit made under section 1207.061, Texas Government Code, as amended, for such payment (the "Deposit") (A) lawful money of the United States of America sufficient to make such payment or (B) Government Obligations, which may be in book-entry form, that mature and bear interest payable at times and in amounts sufficient to provide for the scheduled payment of any Defeased Certificate. To cause a Certificate scheduled to be paid on a date later than the next scheduled interest payment date on such Certificate to become a Defeased Certificate, the County must, with respect to the Deposit, enter into an escrow or similar agreement with a Depositary. ]n connection with any defeasance of the Certificates, the County shall cause to be delivered: (i) in the event an escrow or similar agreement has been entered into with a Depositary to effectuate such defeasance, a report of an independent firm of nationally recognized certified public accountants verifying the sufficiency of the escrow established to pay the Defeased Certificates in full on the maturity or redemption date thereof (the "Verification"); or (ii) in the event no escrow or similar agreement has been entered into, a certificate from the County Judge certifying that the amount deposited with a Depositary is sufficient to pay the Defeased Certificates in full on the maturity date thereof. In addition to the required Verification or certificate, the County shall also cause to be delivered an opinion of nationally recognized bond counsel to the effect that the Defeased Certificates are no longer outstanding pursuant to the terms hereof and a certificate of discharge of the Paying Agent/Registrar with respect to the Defeased Certificates. The Verification, if any, and each certificate and opinion required hereunder shall be acceptable in form and substance, and addressed, if applicable, to the Paying Agent/Registrar and the County. The Certificates shall remain outstanding hereunder unless and until they are in fact paid and retired or the above criteria are met. At such time as a Certificate shall be deemed to be a Defeased Certificate hereunder, and all herein required criteria have been met, such Certificate and the interest thereon shall no longer be outstanding or unpaid and shall no longer be entitled to the benefits of the pledge of the security interest granted under this Order, and such principal and interest shall be payable solely from the Deposit of money or Government Obligations. (b) Any money so deposited with a Depositary may at the written direction of the County also be invested in Government Obligations, maturing in the amounts and times as hereinbefore set forth, and all income from such Government Obligations received by a Depositary which is not required for the payment of the Defeased Certificates and interest thereon, with respect to which such money has been so deposited, shall be used as directed in writing by the County. (c) Until all Defeased Certificates shall have become due and payable, the Paying Agent/Registrar shall perform the services of Paying Agent/Registrar for such Defeased Certificates the 20 V0 1. I a~ Pg 2 3 2- same as if they had not been defeased, and the County shall make proper arrangements to provide and pay for such services as required by this Order. Section 19. Order a Contract; Amendments. This Order shall constitute a contract with the Registered Owners, from time to time, of the Certificates, binding on the County and its successors and assigns, and shall not be amended or repealed by the County as long as any Certificate remains outstanding except as permitted in this Section. The County may, without the consent of or notice to any Registered Owners, amend, change, or modify this Order as may be required (i) by the provisions hereof, (ii) for the purpose of curing any ambiguity, inconsistency, or formal defect or omission herein, or (iii) in connection with any other change which is not to the prejudice of the Registered Owners. The County may, with the written consent of the Registered Owners of a majority in aggregate principal amount of Certificates then outstanding affected thereby, amend, change, modify, or rescind any provision of this Order; provided, however, that without the consent of all of the Registered Owners affected, no such amendment, change, modification, or rescission shall (i) extend the time or times of payment of the principal of and interest on the Certificates, reduce the principal amount thereof or the rate of interest thereon, or in any other way modify the terms of payment of the principal of or interest on bonds or certificates on a parity with the lien of the Certificates, (ii) give any preference of any Certificate over any other Certificate, (iii) extend any waiver of default to subsequent defaults, or (iv) reduce the aggregate principal amount of Certificates required for consent to any such amendment, change, modification, or rescission. When the County desires to make any amendment or addition to or rescission of this Order requiring consent of the Registered Owners, the County shall cause notice of the amendment, addition, or rescission to be given as described above for a notice of redemption. When at any time within one year after the date of the giving of such notice, the County shall receive an instrument or instruments in writing executed by the appropriate number of Registered Owners of the Certificates then outstanding affected by any such amendment, addition, or rescission requiring the consent of Registered Owners, which instrument or instruments shall refer to the proposed amendment, addition, or rescission described in such notice and shall specifically consent to and approve the adoption thereof in substantially the form of the copy thereof referred to in such notice, thereupon, but not otherwise, the County may adopt such amendment, addition, or rescission in substantially such form, except as herein provided. No Registered Owner may thereafter object to the adoption of such amendment, addition, or rescission, or to any of the provisions thereof, and such amendment, addition, or rescission shall be fully effective for all purposes. Section 20. Use of Proceeds. The proceeds from the sale of the Certificates shall be used in the following manner: (i) $ representing accrued interest of $ and net original issue premium of $ , shall be deposited to the credit of the Interest and Sinking Fund; (ii) $ shall be deposited to the credit of the Construction Fund to be used to accomplish the purposes for which the Certificates were issued; and (iii) $ shall be used to pay costs of issuing the Certificates. Section 21. Perfection of Security. Chapter 1208, Texas Government Code, applies to the issuance of the Certificates and the pledge of the proceeds of ad valorem taxes and certain revenues of the Center thereto granted by the County under Section 7(a) of this Order, and such pledges are, therefore, valid, effective, and perfected. Should Texas law be amended at any time while the Certificates are outstanding and unpaid, the result of such amendment being that the aforementioned pledges are subject to the filing requirements of Chapter 9, Texas Business & Commerce Code, in order to preserve to the owners of the Certificates a security interest therein, the County agrees to take such measures as it determines are reasonable and necessary to enable a filing of a security interest in said pledges to occur. 21 vol. ~~7 Pg. c33 13~~,~.1z Pa~~ vol. 1= Pg• a'3 tic ~T b a 3 Vol. pg. Section 22. Continuing Disclosure. (a) Annual Reports. The County shall provide annually to the Municipal Securities Rulemaking Board (the "MSRB") pursuant to its Electronic Municipal Market Access System ("EMMA"), within six months after the end of each Fiscal Year ending in or after 2009, financial information and operating data with respect to the County of the general type described in Exhibit B hereto with respect to such Fiscal Year or the 12-month period then ended. The continuing disclosure information is available to the public, without charge through the MSRB at www.emma.msrb.ore. Any financial statements so to be provided shall be (i) prepared in accordance with generally accepted accounting principles or such other accounting principles as the County may be required to adopt from time to time by state law or regulations and (ii) audited, if the County commissions an audit of such statements and the audit is completed within the period during which they must be provided. If the audit of such financial statements is not complete within such period, the County, will provide unaudited statements by the required time and the County shall provide audited financial statements for the applicable fiscal year to the MSRB when and if the audit report on such statements becomes available. If the County changes its Fiscal Year, it will notify the MSRB of the change (and of the date of the new Fiscal Year end) prior to the next date by which the County otherwise would be required to provide financial information and operating data pursuant to this Section. The financial information and operating data to be provided pursuant to this Section may be set forth in full in one or more documents or may be included by specific reference to any document (including an official statement or other offering document, if it is available from the MSRB that theretofore has been provided to each nationally recognized municipal securities information repository ("NRMSIR") and any state information depository ("SID"), or filed with the SEC_ (b) Material Event Notices. The County shall notify the MSRB, in a timely manner, of any of the following events with respect to the Certificates, if such event is material within the meaning of the federal securities laws: (i) principal and interest payment delinquencies; (ii) non-payment related defaults; (iii) unscheduled draws on debt service reserves reflecting financial difficulties; (iv) unscheduled draws on credit enhancements reflecting financial difficulties; (v) substitution of credit or liquidity providers, or their failure to perform; (vi) adverse tax opinions or events affecting the tax-exempt status of the Certificates; (vii) modifications to rights of holders of the Certificates; (viii) bond calls; (ix) defeasances; (x) release, substitution, or sale of property securing repayment of the Certificates; and (xi) ratings changes. The County shall notify the MSRB, in a timely manner, of any failure by the County to provide financial information or operating data in accordance with this Section by the time required by this Section. (c) Limitations. Disclaimers, and Amendments. The County shall be obligated to observe and perform the covenants specified in this Section for so long as, but only for so long as, the County remains an "obligated person" with respect to the Certificates within the meaning of the Rule, except that the County in any event will give notice of any deposit made in accordance with Section 15 that causes the Certificates no longer to be Outstanding, and any call of Certificates made in connection therewith. The provisions of this Section are for the sole benefit of the beneficial owners of the Certificates, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The County undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that may be relevant or material to a 22 Vol. Id7 pg. a 3 ~ complete presentation of the County's financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Section or otherwise, except as expressly provided herein. The County does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Certificates at any future date. UNDER NO CIRCUMSTANCES SHALL THE COUNTY BE LIABLE TO THE BENEFICIAL OWNER OF ANY CERTIFICATE OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE COUNTY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. No default by the County in observing or performing its obligations under this Section shall comprise a breach of or default under this Order for purposes of any other provisions of this Order. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the County under federal and state securities laws. The provisions of this Section may be amended, supplemented, or repealed by the County from time to time under the following circumstances, but not otherwise: (a) 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, if the provisions of this Section, as so supplemented or amended, would have permitted an underwriter to purchase or sell Certificates in the present offering in compliance with the Rule and either the Registered Owners of a majority in aggregate principal amount of the outstanding Certificates consent to such amendment, supplement, or repeal, or any State agency or official determines that such amendment, supplement, or repeal will not materially impair the interests of the beneficial owners of the Certificates, (b) upon repeal of the applicable provisions of the Rule, or any judgment by a court of final jurisdiction that such provisions are invalid, or (c) in any other circumstance or manner permitted by the Rule. Section 23. Further Procedures. The County Judge and the County Clerk, and all other officers, employees, attorneys, and agents of the County and each of them, shall be and they are hereby expressly authorized, empowered, and directed from time to time and at any time to do and perform all such acts and things and to execute, acknowledge, and deliver in the name and under the seal and on behalf of the County, all such instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Order, the Certificates, and the Official Statement. In case any officer whose signature shall appear on any Certificate shall cease to be such officer before the delivery of such Certificate, such signature shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery. Prior to the initial delivery of the Certificates, the County Judge, the County Clerk, and Bond Counsel are hereby authorized and directed to approve any technical changes or corrections to this Order or to any of the instruments authorized by this Order necessary in order to (i) correct any ambiguity or mistake or properly or more completely document the transactions contemplated and approved by this Order, (ii) obtain a rating from any of the national bond rating agencies, or (iii) obtain the approval of the Certificates by the Attorney General's office. Section 24. Other Documents. The County Judge and the County Clerk are hereby authorized to execute and attest to such other documents, certificates, letters of instruction, tax information forms, 23 Vol. Pg. a37 and other agreements of any kind which, in the opinion of Bond Counsel, are necessary or advisable in order to issue the Certificates and verify that the interest on the Certificates will be exempt from gross income of the holders thereof under current federal tax law. Section 25. Nonpresentment of Certificates. In the event any Certificate shall not be presented for payment when the principal thereof or interest thereon, if applicable, becomes due, either at maturity or otherwise, or if any check or draft representing payment of principal of or interest on the Certificates shall not be presented for payment, if funds sufficient to pay the principal of or interest on such Certificate shall have been made available by the County to the Paying Agent/Registrar for the benefit of the Registered Owner thereof, all liability of the County to the Registered Owner thereof for the payment of the principal of or interest on such Certificate shall cease, terminate, and be completely discharged, and thereupon it shall be the duty of the Paying Agent/Registrar to hold such funds in trust, uninvested and without liability for interest thereon, for the benefit of the Registered Owner of such Certificate, who shall thereafter be restricted exclusively to such funds for any claim of whatever nature on his part under this Order with respect to the principal of or interest on such Certificate. To the extent applicable, the Paying Agent/Registrar shall hold and apply any such funds in accordance with Title 6, Texas Property Code, as amended, and shall comply with the reporting requirements of Chapter 74, Texas Property Code, as amended. Section 26. Attorney General Examination Fee. The County recognizes that under Section 1202.004, Texas Government Code, as amended by Senate Bill 495, Acts of the 79°i Legislature Regular Session, 2005, the Attorney General of Texas requires a nonrefundable examination fee be paid at the time of submission of the transcript of the proceedings authorizing the Certificates and that, based upon the principal amount of the Certificates, such fee is $9,500. Bond Counsel is accommodating the County by paying such fee upon such submission of such transcript. Officials of the County are, however, hereby authorized to reimburse Bond Counsel such amount as soon as possible and whether or not the Certificates are ever delivered and such amount is hereby appropriated from available funds for such purpose. The County is also authorized to reimburse the fund used for such repayment with proceeds of the Certificates. Section 27. Miscellaneous Provisions. (a) General. Except where the context otherwise requires, words importing the singular number shall include the plural number and vice versa; words importing the masculine gender shall include the feminine and neuter genders and vice versa. Reference to any document means that document as amended or supplemented from time to time. Reference to any party to a document means that party and its successors and assigns. Reference herein to any article, section, subsection, or other subdivision, as applicable, unless specifically stated otherwise, means the article, section, subsection, or other subdivision, as applicable, of this Order. (b) Titles Not Restrictive. The titles assigned to the various sections of this Order are for convenience only and shall not be considered restrictive of the subject matter of any section or of any part of this Order. (c) Inconsistent Provisions. All orders and resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Order are hereby repealed and declared to be inapplicable, and the provisions of this Order shall be and remain controlling as to the matters prescribed herein. (d) Severability. If any word, phrase, clause, paragraph, sentence, part, portion, or provision of this Order or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Order shall nevertheless be valid and the County hereby declares that this Order would 24 vol. i pg• 3 have been enacted without such invalid word, phrase, clause, paragraph, sentence, part, portion, or provision. (e) Governing Law. This Order shall be construed and enforced in accordance with the laws of the State. (f) Open Meetine. The County officially finds and determines the meeting at which this Order is adopted was open to the public and that public notice of the time, place, and purpose of such meeting was given, all as required by Chapter 551, Texas Government Code. (g) Immediate Effect. Notwithstanding any charter provision or other applicable laws, this Order shall be immediately effective upon its adoption by the Commissioners Court. PASSED AND APPROVED on first and final reading by the Commissioners Court of Brazos County, Texas, this 27th day of October, 2009. /s/ County Judge, Brazos County, Texas ATTEST: /s/ County Clerk, Brazos County, Texas 25 pg. Vol. I__ EXHIBIT A Paying Agent/Registrar Agreement THIS PAYING AGENT/REGISTRAR AGREEMENT entered into as of October 15, 2009 (this "Agreement"), by and between BRAZOS COUNTY, TEXAS (the "Issuer"), and U.S. BANK NATIONAL ASSOCIATION, Dallas, Texas, a banking association duly organized and existing under the laws of the United States of America (the "Bank"). RECITALS WHEREAS, the Issuer has duly authorized and provided for the issuance of its "Brazos County, Texas Certificates of Obligation, Series 2009" (the "Securities"), such Securities to be issued in fully registered form only as to the payment of principal and interest thereon; WHEREAS, the Securities are scheduled to be delivered to the initial purchasers thereof as provided in the "Order" (hereinafter defined); WHEREAS, the Issuer has selected the Bank to serve as Paying Agent/Registrar in connection with the payment of the principal of and interest on the Securities and with respect to the registration, transfer, and exchange thereof by the registered owners thereof; WHEREAS, the Bank has agreed to serve in such capacities for and on behalf of the Issuer and has full power and authority to perform and serve as Paying Agent/Registrar for the Securities; NOW, THEREFORE, it is mutually agreed as follows: ARTICLE I. APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR Section 1.01. Appointment. The Issuer hereby appoints the Bank to serve as Paying Agent with respect to the Securities. As Paying Agent for the Securities, the Bank shall be responsible for paying on behalf of the Issuer the principal and interest on the Securities as the same become due and payable to the registered owners thereof, all in accordance with this Agreement and the Order. The Issuer hereby appoints the Bank as Registrar with respect to the Securities. As Registrar for the Securities, the Bank shall keep and maintain for and on behalf of the Issuer books and records as to the ownership of said Securities and with respect to the transfer and exchange thereof as provided herein and in the Order. The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and Registrar for the Securities. Section 1.02. Compensation. As compensation for the Bank's services as Paying Agent/Registrar, the Issuer hereby agrees to pay the Bank the fees and amounts set forth in Schedule "A" attached hereto for the first year of this Agreement and thereafter the fees and amounts set forth in the Bank's current fee schedule then in effect for services as Paying Agent/Registrar for municipalities, which shall be supplied to the Issuer on or before 90 days prior to the close of the Fiscal Year of the Issuer, and shall be effective upon the first day of the following Fiscal Year. A-1 D4 Vol. pg. In addition, the Issuer agrees to reimburse the Bank upon its request for all reasonable expenses, disbursements, and advances incurred or made by the Bank in accordance with any of the provisions hereof (including the reasonable compensation and the expenses and disbursements of its agents and counsel). ARTICLE II. DEFINITIONS Section 2.01. Definitions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: "Bank Office" means the designated corporate trust office of the Bank as indicated on the signature page hereof. The Bank will notify the Issuer in writing of any change in location of the Bank Office. "Fiscal Year" means the fiscal year of the Issuer, ending September 30. "Holder" and "Security Holder" each means the Person in whose name a Security is registered in the Security Register. "Issuer Request" and "Issuer Order" means a written request or order signed in the name of the ,Issuer by its County Judge, County Treasurer, or County Clerk, or any one or more of said officials, and delivered to the Bank. "Legal Holiday" means a day on which the Bank is required or authorized to be closed. "Order" means the order of the governing body of the Issuer pursuant to which the Securities are issued, certified by the County Clerk or any other officer of the Issuer and delivered to the Bank. "Person" means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization, or government or any agency or political subdivision of a government. "Predecessor Securities" of any particular Security means every previous Security evidencing all or a portion of the same obligation as that evidenced by such particular Security (and, for the purposes of this definition, any mutilated, lost, destroyed, or stolen Security for which a replacement Security has been registered and delivered in lieu thereof pursuant to Section 4.06 hereof and the Order). "Redemption Date" when used with respect to any Bond to be redeemed means the date fixed for such redemption pursuant to the terms of the Order. "Responsible Officer" when used with respect to the Bank means the Chairman or Vice- Chairman of the Board of Directors, the Chairman or Vice-chairman of the Executive Committee of the Board of Directors, the President, any Vice President, the Secretary, any Assistant Secretary, the Treasurer, any Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust Officer or Assistant Trust Officer, or any other officer of the Bank customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject. A-2 Vol. 1 a~ Pg. a "Security Register" means a register maintained by the Bank on behalf of the Issuer providing for the registration and transfer of the Securities. "Stated Maturity" means the date specified in the Order the principal of a Security is scheduled to be due and payable. Section 2.02. Other Definitions. The terms "Bank", "Issuer", and "Securities (Security)" have the meanings assigned to them in the recital paragraphs of this Agreement. The term "Paying Agent/Registrar" refers to the Bank in the performance of the duties and functions of this Agreement. ARTICLE III. PAYING AGENT Section 3.01. Duties of Paying Agent. As Paying Agent, the Bank shall, provided adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the principal of each Security at its Stated Maturity, Redemption Date, or Acceleration Date, to the Holder upon surrender of the Security to the Bank at the Bank Office. As Paying Agent, the Bank shall, provided adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the interest on each Security when due, by computing the amount of interest to be paid each Holder and preparing and sending checks by United States mail, first class postage prepaid, on each payment date, to the Holders of the Securities (or their Predecessor Securities) on the respective Record Date, to the address appearing on the Security Register or by such other method, acceptable to the Bank, requested in writing by the Holder at the Holder's risk and expense. Section 3.02. Payment Dates. The Issuer hereby instructs the Bank to pay the principal of and interest on the Securities on the dates specified in the Order. ARTICLE W. REGISTRAR Section 4.01. Security Register - Transfers and Exchanges. The Bank agrees to keep and maintain for and on behalf of the Issuer at the Bank Office books and records (herein sometimes referred to as the "Security Register") for recording the names and addresses of the Holders of the Securities, the transfer, exchange, and replacement of the Securities, and the payment of the principal of and interest on the Securities to the Holders and containing such other information as may be reasonably required by the Issuer and subject to such reasonable regulations as the Issuer and the Bank may prescribe. All transfers, exchanges, and replacement of Securities shall be noted in the Security Register. Every Security surrendered for transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer, the signature on which has been guaranteed by an officer of a federal or state bank or a member of the National Association of Securities Dealers, in form satisfactory to the Bank, duly executed by the Holder thereof or his agent duly authorized in writing. The Bank may request any supporting documentation it feels necessary to effect a re-registration, transfer, or exchange of the Securities. A-3 Vol._ a__-- Pg To the extent possible and under reasonable circumstances, the Bank agrees that, in relation to an exchange or transfer of Securities, the exchange or transfer by the Holders thereof will be completed and new Securities delivered to the Holder or the assignee of the Holder in not more than three business days after the receipt of the Securities to be cancelled in an exchange or transfer and the written instrument of transfer or request for exchange duly executed by the Holder, or his duly authorized agent, in form and manner satisfactory to the Paying Agent/Registrar. Section 4.02. Certificates. The Issuer shall provide an adequate inventory of printed Security certificates to facilitate transfers or exchanges thereof. The Bank covenants that the inventory of printed Security certificates will be kept in safekeeping pending their use, and reasonable care will be exercised by the Bank in maintaining such certificates in safekeeping, which shall be not less than the care maintained by the Bank for debt securities of other political subdivisions or corporations for which it serves as registrar, or that is maintained for its own securities. Section 4.03. Form of Security Register. The Bank, as Registrar, will maintain the Security Register relating to the registration, payment, transfer, and exchange of the Securities in accordance with the Bank's general practices and procedures in effect from time to time. The Bank shall not be obligated to maintain such Security Register in any form other than those which the Bank has currently available and currently utilizes at the time. The Security Register may be maintained in written form or in any other form capable of being converted into written form within a reasonable time. Section 4.04. List of Security Holders. The Bank will provide the Issuer at any time requested by the Issuer, upon payment of the required fee, a copy of the information contained in the Security Register. The Issuer may also inspect the information contained in the Security Register at any time the Bank is customarily open for business, provided that reasonable time is allowed the Bank to provide an up-to-date listing or to convert the information into written form. Unless required by law, the Bank will not release or disclose the contents of the Security Register to any person other than to, or at the written request of, an authorized officer or employee of the Issuer, except upon receipt of a court order or as otherwise required by law. Upon receipt of a court order and prior to the release or disclosure of the contents of the Security Register, the Bank will notify the Issuer so that the Issuer may contest the court order or such release or disclosure of the contents of the Security Register. Section 4.05. Return of Cancelled Certificates. The Bank will, at such reasonable intervals as it determines, surrender to the Issuer, Securities in lieu of which or in exchange for which other Securities have been issued, or which have been paid. Section 4.06. Mutilated, Destroyed, Lost, or Stolen Securities. The Issuer hereby instructs the Bank, subject to the applicable provisions of the Order, to deliver and issue Securities in exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities as long as the same does not result in an over issuance. In case any Security shall be mutilated, or destroyed, lost, or stolen, the Bank, in its discretion, may execute and deliver a replacement Security of like form and tenor, and in the same denomination and bearing a number not contemporaneously outstanding, in exchange and substitution for such mutilated Security, or in lieu of and in substitution for such destroyed, lost, or stolen Security, only after (i) the A-4 Vol. 12.7 7 pg. a- 43 filing by the Holder thereof with the Bank of evidence satisfactory to the Bank of the destruction, loss, or theft of such Security, and of the authenticity of the ownership thereof and (ii) the furnishing to the Bank of indemnification in an amount satisfactory to hold the Issuer and the Bank harmless. All expenses and charges associated with such indemnity and with the preparation, execution, and delivery of a replacement Security shall be home by the Holder of the Security mutilated, or destroyed, lost, or stolen. Section 4.07. Transaction Information to Issuer. The Bank will, within a reasonable time after receipt of written request from the Issuer, furnish the Issuer information as to the Securities it has paid pursuant to Section 3.01, Securities it has delivered upon the transfer or exchange of any Securities pursuant to Section 4.0 1, and Securities it has delivered in exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities pursuant to Section 4.06. ARTICLE V. THE BANK Section 5.01. Duties of Bank. The Bank undertakes to perform the duties set forth herein and agrees to use reasonable care in the performance thereof. The Bank is also authorized to transfer funds relating to the closing and initial delivery of the Securities in the manner disclosed in the closing memorandum approved by the Issuer as prepared by the Issuer's financial advisor or other agent. The Bank may act on a facsimile or e-mail transmission of the closing memorandum acknowledged by the financial advisor or the Issuer as the final closing memorandum. The Bank shall not be liable for any losses, costs, or expenses arising directly or indirectly from the Bank's reliance upon and compliance with such instructions. Section 5.02. Reliance on Documents, Etc. (a) The Bank may conclusively rely, as to the truth of the statements and correctness of the opinions expressed therein, on certificates or opinions furnished to the Bank. The Bank shall not be liable for any error of judgment made in good faith by. a Responsible Officer, unless it shall be proved that the Bank was negligent in ascertaining the pertinent facts. No provisions of this Agreement shall require the Bank to expend or risk its own funds or otherwise incur any financial liability for performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it against such risks or liability is not assured to it. The Bank may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note, security, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. Without limiting the generality of the foregoing statement, the Bank need not examine the ownership of any Securities, but is protected in acting upon receipt of Securities containing an endorsement or instruction of transfer or power of transfer which appears on its face to be signed by the Holder or an agent of the Holder. The Bank shall not be bound to make any investigation into the facts or matters stated in a resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note, security, or other paper or document supplied by the Issuer. The Bank may consult with counsel, and the written advice of such counsel or any opinion of counsel shall be full and complete authorization and protection with respect to any action taken, suffered, or omitted by it hereunder in good faith and in reliance thereon. A-5 Vol. a ~ pg. 2 44 The Bank may exercise any of the powers hereunder and perform any duties hereunder either directly or by or through agents or attorneys of the Bank. Section 5.03. Recitals of Issuer. The recitals contained herein with respect to the Issuer and in the Securities shall be taken as the statements of the Issuer, and the Bank assumes no responsibility for their correctness: The Bank shall in no event be liable to the Issuer, any Holder or Holders of any Security, or any other Person for any amount due on any Security from its own funds. Section 5.04. May Hold Securities. The Bank, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with the Issuer with the same rights it would have if it were not the Paying Agent/Registrar, or any other agent. Section 5.05. Money Held by Bank. A special depository account shall at all times be kept and maintained by the Bank for the receipt, safekeeping, and disbursement of money received from the Issuer and held hereunder for the payment of the Securities, and money deposited to the credit of such account until paid to the Holders of the Securities, to the extent permitted by law, shall be continuously collateralized by securities or obligations which qualify and are eligible under the laws of the State of Texas to secure and be pledged as collateral for deposits of public funds by an instrumentality and political subdivision of the State of Texas to the extent that such money is not insured by the Federal Deposit Insurance Corporation. Payments made from such account shall be made by check drawn on such account unless the owner of such Securities shall, at its own expense and risk, request such other medium of payment. All funds at any time and from time to time provided to or held by the Bank hereunder shall be deemed, construed, and considered for all purposes as being provided to or held by the Bank in trust. The Bank acknowledges, covenants, and represents that it is acting herein in trust in relation to such funds, and is not accepting, holding, administering, or applying such funds as a banking depository, but solely as a paying agent for and on behalf of the Security thereto. The Holders shall be entitled to the same preferred claim and first lien on the funds so provided as are enjoyed by the beneficiaries of trust funds generally. The funds provided to the Bank hereunder shall not be subject to warrants, drafts, or checks drawn by the Issuer and, except as expressly provided herein, shall not be subject to compromise, setoff, or other charge or diminution by the Bank. The Bank shall be under no liability for interest on any money received by it hereunder. Subject to the unclaimed property laws of the State of Texas and any provisions in the Order to the contrary, any money deposited with the Bank for the payment of the principal, premium (if any), or interest on any Security and remaining unclaimed for three years after final maturity of the Security has become due and payable will be paid by the Bank to the Issuer, and the Holder of such Security shall thereafter look only to the Issuer for payment thereof, and all liability of the Bank with respect to such money shall thereupon cease. If the Issuer does not elect, the Bank is directed to report and dispose of the funds in compliance with Title 6 of the Texas Property Code, as amended. Section 5.06. Indemnification. To the extent permitted by law, the Issuer agrees to indemnify the Bank for, and hold it harmless against, any loss, liability, or expense incurred without negligence or bad faith on its part, arising out of or in connection with its acceptance or administration of its duties A-6 vol. l a pg. a 5 hereunder, including the cost and expense against any claim or liability in connection with the exercise or performance of any of its powers or duties under this Agreement. Section 5.07. Interpleader. The Issuer and the Bank agree that the Bank may seek adjudication of any adverse claim, demand, or controversy over its person as well as funds on deposit, in either a Federal or State District Court located in the State and County where the administrative offices of the Issuer are located, and agree that service of process by certified or registered mail, return receipt requested, to the address referred to in Section 6.03 of this Agreement shall constitute adequate service. The Issuer and the Bank further agree that the Bank has the right to file a Bill of Interpleader in any court of competent jurisdiction in the State of Texas to determine the rights of any Person claiming any interest herein. Section 5.08. Depository Trust Company Services. It is hereby represented and warranted that, in the event the Securities are otherwise qualified and accepted for "Depository Trust Company" services or equivalent depository trust services by other organizations, the Bank has the capability and, to the extent within its control, will comply with the "Operational Arrangements", currently in effect, which establishes requirements for securities to be eligible for such type depository trust services, including, but not limited to, requirements for the timeliness of payments and funds availability, transfer turnaround time, and notification of redemptions and calls. Section 5.09. Reporting Requirements of Paying Agent/Registrar. To the extent required by the Code and the regulations promulgated and pertaining thereto, it shall be the duty of the Paying AgentfRegistrar, on behalf of the Issuer, to report to the owners of the Securities and the Internal Revenue Service (i) the amount of "reportable payments", if any, subject to backup withholding during each year and the amount of tax withheld, if any, with respect to payments of the Securities and (ii) the amount of interest or amount treating as interest on the Securities and required to be included in gross income of the owner thereof. ARTICLE VI. MISCELLANEOUS PROVISIONS Section 6.01. Amendment. This Agreement may be amended only by an agreement in writing signed by both of the parties hereto. Section 6.02. Assignment. This Agreement may not be assigned by either party without the prior written consent of the other. Section 6.03. Notices. Any request, demand, authorization, direction, notice, consent, waiver, or other document provided or permitted hereby to be given or furnished to the Issuer or the Bank shall be mailed or delivered to the Issuer or the Bank, respectively, at the addresses shown on the signature page of this Agreement. Section 6.04. Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof. Section 6.05. Successors and Assigns. All covenants and agreements herein made by the Issuer shall bind its successors and assigns, whether so expressed or not. A-7 Vol. pg. i Section 6.06. Severability. In case any provision herein shall be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Section 6.07. Benefits of Agreement. Nothing herein, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, any benefit or any legal or equitable right, remedy, or claim hereunder. Section 6.08. Entire Agreement. This Agreement and the Order constitute the entire agreement between the parties hereto relative to the Bank acting as Paying Agent/Registrar and if any conflict exists between this Agreement and the Order, the Order shall govern. Section 6.09. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute one and the same Agreement. Section 6.10. Termination. This Agreement will terminate (i) on the date of final payment of the principal of and interest on the Securities to the Holders thereof or (ii) may be earlier terminated by either party upon 60 days written notice; provided, however, an early termination of this Agreement by either party shall not be effective until (a) a successor Paying Agent/Registrar has been appointed by the Issuer and such appointment accepted and (b) notice has been given to the Holders of the Securities of the appointment of a successor Paying Agent/Registrar. Furthermore, the Bank and Issuer mutually agree that the effective date of an early termination of this Agreement shall not occur at any time which would disrupt, delay, or otherwise adversely affect the payment of the Securities. Upon an early termination of this Agreement, the Bank agrees to promptly transfer and deliver the Security Register (or a copy thereof), together with other pertinent books and records relating to the Securities, to the successor Paying Agent/Registrar designated and appointed by the Issuer. The provisions of Section 1.02 and of Article Five shall survive and remain in full force and effect following the termination of this Agreement. (Remainder of page intentionally left blank) A-8 vol. Pg.--_ ~ 7 Section 6.11. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Texas. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. U.S. BANK NATIONAL ASSOCIATION, Dallas, Texas Attest: By By. Title Title Address: 14241 Dallas Parkway, Suite 490 Dallas, Texas 75254 Attest: BRAZOS COUNTY, TEXAS By By City Secretary County Judge Address: 300 East 26ih Street (ISSUER SEAL) Bryan, Texas 77803 EXECUTION PAGE TO PAYING AGENT/REGISTRARAGREEMENT vol. a~ Pg.~. SCHEDULE A Paying Agent/Registrar Fee Schedule i ` ` A-]0 Vol. 10" pg, a EXHWIT B Description of Annual Financial Information The following information is referred to in Section 22 of the Order. Annual Financial Statements and Operating Data. The financial information and operating data with respect to the County to be provided annually in accordance with such Section are as specified (and under the headings of the Official Statement referred to) below: (a) the portions of the audited financial statements of the County included in the Official Statement, but for the County's most recently concluded fiscal year, and, to the extent that such statements are not completed and available, unaudited financial statements for such fiscal year; (b) the tables or schedules in the Official Statement under the heading "TAX DATA". Accounting Principles. The accounting principles, with respect to the County, referred to in such Section are the accounting principles described in the notes to the financial statements referred to in paragraph 1 above, as such principles may be changed from time to time to comply with state law or regulation. B-1 San-Antonio- 1 \63214\5 41365-1 10/19/2009 Vol. Pg• aG D Flo ORDER AUTHORIZING THE ISSUANCE OF "BRAZOS COUNTY, TEXAS LIMITED TAX REFUNDING BONDS, SERIES 2009", AUTHORIZING AN ESCROW AGREEMENT, A PAYING AGENT/REGISTRAR AGREEMENT, AND A BOND PURCHASE AGREEMENT; AND AUTHORIZING OTHER MATTERS RELATED THERETO asp vol. pg. TABLE OF CONTENTS Section 1. Authorization of the Bonds ...........................................................................................................................3 Section 2. Date, Denominations, Numbers, and Maturities of the Bonds ......................................................................3 Section 3. General Characteristics and Form of the Bonds 3 Section 4. Paying Agent/Registrar .................................................................................................................................9 Section 5. Registration, Transfer, and Exchange .........................................................................................................10 . Section 6. Lost, Stolen, Destroyed, Damaged, or Mutilated Bonds; Destruction of Paid Bonds .................................1 I Section 7. Book-Entry Only System ............................................................................................................................12 Section 8. Definitions ..................................................................................................................................................13 Section 9. Tax Levy .....................................................................................................................................................14 Section 10. Interest and Sinking Fund .........................................................................................................................14 Section 11. Escrow Fund .............................................................................................................................................14 Section 12. Investments and Security ..........................................................................................................................14 Section 13. Remittances to Paying Agent/Registrar ....................................................................................................15 Section 14. Remedies in Event of Default ...................................................................................................................15 Section 15. Covenants of the County ...........................................................................................................................15 Section 16. Perfection of Security ...............................................................................................................................17 Section 17. Continuing Disclosure Undertaking 17 Section 18. Further Covenants .....................................................................................................................................19 Section 19. Sale of Bonds; Use of Proceeds ................................................................................................................19 Section 20. Approval of Escrow Agreement ...............................................................................................................20 Section 21. Custody, Approval, and Registration of Bonds .........................................................................................20 Section 22. Defeasance ................................................................................................................................................20 Section 23. Order a Contract; Amendments ................................................................................................................21 Section 24. Matters Related to Refunding ...................................................................................................................22 Section 25. Further Procedures ....................................................................................................................................22 Section 26. Attorney General Examination Fee ...........................................................................................................22 Section 27. Miscellaneous Provisions ..........................................................................................................................23 Schedule 1- Refunded Obligations Exhibit A - Notice of Redemption Exhibit B - Paying Agent/Registrar Agreement Exhibit C - Escrow Agreement Exhibit D - Description of Annual Financial Information a sa vol. a7 Pg. ORDER AUTHORIZING THE ISSUANCE OF "BRAZOS COUNTY, TEXAS LIMITED TAX REFUNDING BONDS, SERIES 2009", AUTHORIZING AN ESCROW AGREEMENT, A PAYING AGENT/REGISTRAR AGREEMENT, AND A BOND PURCHASE AGREEMENT; AND AUTHORIZING OTHER MATTERS RELATED THERETO WHEREAS, the Commissioners Court (the "Court") of Brazos County, Texas (the "County") has previously authorized and there is presently outstanding the obligations of the County which are payable from the receipts of an ad valorem tar levied on all taxable property located within the County, described in Schedule I attached hereto (the "Refunded Obligations"); WHEREAS, pursuant to the authority of Chapter 1207, Texas Government Code, as amended ("Chapter 1207"), the County desires to refund the Refunded Obligations; WHEREAS, Chapter 1207 authorizes the County to issue refunding bonds and to deposit the proceeds from the sale thereof, and any other available funds or resources, directly with a place of payment (paying agent) for the Refunded Obligations, and such deposit, if made before such payment dates, shall constitute the making of firm banking and financial arrangements for the discharge and final payment of the Refunded Obligations; WHEREAS, Chapter 1207 further authorizes the County to enter into an escrow agreement relating to the Refunded Obligations with respect to the safekeeping, investment, reinvestment, administration, and disposition of any such deposit, upon such terms and conditions as the County and such paying agent may agree, provided that such deposits may be invested and reinvested in obligations the principal of and interest on which are unconditionally guaranteed by the United States of America, and which shall mature and bear interest payable at such times and in such amounts as will be sufficient to provide for the scheduled payment or prepayment of the Refunded Obligations; WHEREAS, pursuant to the authority of Chapter 1207, the refunding bonds hereinafter authorized shall be secured by and made payable from ad valorem taxes; WHEREAS, the Court hereby finds it to be advisable and in the best interest of the public to refund the Refunded Obligations in order to effect a present value saving in interest costs of $ (including an estimate of earnings on funds on deposit in the Interest and Sinking Fund (defined herein) to the redemption date); WHEREAS, in accordance with Chapter 1207, all the Refunded Obligations mature or are subject to redemption prior to maturity within 20 years of the date of the refunding bonds hereinafter authorized; and WHEREAS, in accordance with the provisions of Section 81.006, Texas Local Government Code, as amended, the Court hereby finds and determines that this order was adopted at a regularly scheduled meeting of the Court; NOW, THEREFORE, BE IT ORDERED BY THE COMMISSIONERS COURT OF BRAZOS COUNTY, TEXAS, THAT: 2 \101. Pg.---- a Section 1. Authorization of the Bonds. There is hereby authorized to be issued and delivered pursuant to Chapter 1207, a series of bonds of the County, to be known as "BRAZOS COUNTY, TEXAS LIMITED TAX REFUNDING BONDS, SERIES 2009" (the "Bonds"), in the original aggregate principal amount of $ payable from ad valorem taxes as described in and for the purposes described in the Form of Bonds contained in Section 3 hereof. Section 2. Date, Denominations, Numbers, and Maturities of the Bonds. The Bonds shall be dated as of October 15, 2009 (the "Dated Date"), in denominations of $5,000 or any integral multiple thereof, numbered consecutively from R-1 upward (except the Initial Bond, which shall be numbered I-1), and shall mature on September 1 in each of the years and in the principal amounts, as provided below, unless theretofore called for redemption prior to maturity in accordance with the provisions of the form of the Bonds contained in Section 3 hereof. Maturity Principal Interest Maturity Principal Interest (September I) Amount Rate (September 1) Amount Rate 2010 $ 2016 $ 2011 2017 2012 2018 2013 2019 2014 2020 2015 2021 The Bonds shall bear interest from the dated date of the Bonds at the interest rates provided above, calculated on the basis of a 360-day year of twelve 30-day months, and interest shall be payable on March I, 2010, and on each September 1 and March 1 thereafter through the respective maturity date. The Bonds are not subject to optional redemption prior to maturity. Section 3. General Characteristics and Form of the Bonds. The Bonds shall be issued, shall be payable, shall have the characteristics, and shall be executed and sealed, all as provided and in the manner indicated in the form set forth below. The Form of Definitive Bonds, the Form of Initial Bond, the Form of the Registration Certificate of the Comptroller of Public Accounts, the Form of the Authentication Certificate, and the Form of Assignment, which shall be, respectively, substantially as follows, with necessary and appropriate variations, omissions, and insertions as permitted or required by this Order, and the definitions contained within each such form shall apply solely to such form. (A Statement of Insurance in the form set forth in the FORM OF STATEMENT OF INSURANCE hereto shall be printed on or attached to each Bond.] FORM OF DEFINITIVE BONDS United States of America State of Texas NUMBER DENOMINATION R- $ REGISTERED REGISTERED BRAZOS COUNTY, TEXAS LIMITED TAX REFUNDING BOND, SERIES 2009 Dated Maturity Interest CUSIP Date Date Rate Number 3 Vol. 12-:7 pg October 15, 2009 REGISTERED OWNER: CEDE & CO. PRINCIPAL AMOUNT: DOLLARS ) BRAZOS COUNTY, TEXAS (the "County"), a body corporate and a political subdivision of the State of Texas, for value received, promises to pay to the Registered Owner, specified above, or registered assigns (the "Registered Owner"), on the Maturity Date, specified above, upon presentation and surrender of this Bond at the designated payment office of U.S. BANK, NATIONAL ASSOCIATION, Dallas, Texas, or its successor (the "Paying Agent/Registrar"), the Principal Amount, specified above, in lawful money of the United States of America, and to pay interest thereon at the Interest Rate, specified above, calculated on the basis of a 360-day year of twelve 30-day months, from the Dated Date, specified above. Interest on this Bond is payable by check payable on March 1, 2010, and each September 1 and March 1 thereafter, mailed to the Registered Owner of record as shown on the books of registration (the "Register") kept by the Paying Agent/Registrar, as of the date which is the fifteenth calendar day of the month next preceding the interest payment date (the "Record Date"), or in such other manner as may be acceptable to the Registered Owner and the Paying Agent/Registrar. In the event of a non-payment of interest on a scheduled payment date, and for 30 days thereafter, a new record date for such payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment thereof have been received from the County. Notice of the Special Record Date and of the scheduled payment date of the past due payment (the "Special Payment Date," which shall be 15 calendar 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 the Registered Owner appearing on the Register at the close of business on the last business day next preceding the date of mailing of such notice. THIS BOND is one of a series of Bonds (the "Bonds") dated as of the Dated Date, of like designation, date, and tenor, except as to number, interest rate, denomination, and maturity issued pursuant to orders adopted by the Commissioners Court of the County on October 27, 2009 (the "Order"), in the original aggregate principal amount of $ for the purpose of refunding certain maturities of the outstanding "Brazos County, Texas General Obligation Improvement Bonds, Series 2001" and "Brazos County, Texas Certificates of Obligation, Series 1998," and paying the costs of issuing the Bonds. THE BONDS are issued pursuant to the Order whereunder the Commissioners Court of the County covenants to levy a continuing, direct, annual ad valorem tax on taxable property within the County, within the limits prescribed by law, for each year while any part of the Bonds are considered outstanding under the provisions of the Order, in a sufficient amount to pay interest on each Bond as it becomes due, to provide a sinking fund for the payment of the principal of the Bonds when due, and to pay the expenses of assessing and collecting such tax. Reference is hereby made to the Order for provisions with respect to the custody and application of the County's funds, remedies in the event of a default hereunder or thereunder, and the other rights of the Registered Owner. By acceptance of this Bond, the Registered Owner consents to all of the provisions of the Order, a certified copy of which is on file in the office of the County Clerk of the County. THE BONDS are not subject to redemption prior to maturity. 4 vol. P-7 Pg. x555 THIS BOND IS TRANSFERABLE OR EXCHANGEABLE only upon presentation and surrender at the principal corporate office of the Paying Agent/Registrar. If this Bond is being transferred, it shall be duly endorsed for transfer or accompanied by an assignment duly executed by the Registered Owner, or his authorized representative, subject to the terns and conditions of the Order. If this Bond is being exchanged, it shall be in the principal amount of $5,000 or any integral multiple thereof, subject to the terms and conditions of the Order. The Registered Owner of this Bond shall be deemed and treated by the County and the Paying Agent/Registrar as the absolute owner hereof for all purposes, including payment and discharge of liability upon this Bond to the extent of such payment, and the County and the Paying Agent/Registrar shall not be affected by any notice to the contrary. IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the County, resigns, or otherwise ceases to act as such, the County has covenanted in the Order that it promptly will appoint a competent and legally qualified substitute therefor, and cause written notice thereof to be mailed to the Registered Owners. IT IS HEREBY CERTIFIED, COVENANTED, AND REPRESENTED that all acts, conditions, and things necessary to be done precedent to the issuance of the Bonds in order to render the same legal, valid, and binding obligations of the County have happened and have been accomplished and performed in regular and due time, form, and manner, as required by law; that provision has been made for the payment of the principal of and interest on the Bonds by the levy of a continuing, direct, annual ad valorem tax upon all taxable property within the County, within the limit prescribed by law; and that issuance of the Bonds does not exceed any constitutional or statutory limitation. IN WITNESS WHEREOF, this Bond has been signed with the manual or facsimile signature of the County Judge of the County, countersigned with the manual or facsimile signature of the County Clerk of the County, and registered by the manual or facsimile signature of the County Treasurer of the County, and the official seal of the Commissioners Court of the County has been duly impressed, or placed in facsimile, on this Bond. xx.XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX XXXXXYXXXXxxxxxxJIXXXXXXXXXXXXXXXXXXxX County Clerk County Judge REGISTERED: XxxxxxxxxxxxxxxxXxxxxx.xxxxxxXxxxxxx County Treasurer (COUNTY SEAL) FORM OF INITIAL BOND The Initial Bond shall be in the form set forth above for the Form of definitive Bonds, except the following shall replace the heading and the first paragraph: 5 S Vol. P-7 pg, 2L NO. I-1 $ United States of America State of Texas BRAZOS COUNTY, TEXAS LIMITED TAX REFUNDING BOND, SERIES 2009 Dated Date: OCTOBER 15, 2009 Registered Owner: MORGAN KEEGAN & COMPANY, INC. Principal Amount: MILLION THOUSAND DOLLARS ) BRAZOS COUNTY, TEXAS (the "County"), a body corporate and a political subdivision of the State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner, specified above, or the registered assigns thereof (the "Registered Owner'), the Principal Amount, specified above, with principal installments payable on September I in each of the years, and bearing interest at per annum rates in accordance with the following schedule: YEARS OF PRINCIPAL INTEREST STATED INSTALLMENTS RATE MATURITY (Information to be inserted from schedule in Section 2 hereof.) INTEREST on the unpaid Principal Amount hereof from the Dated Date of this Bond, specified above, or from the most recent interest payment date to which interest has been paid or duly provided for until the Principal Amount has become due and payment thereof has been made or duly provided for shall be paid computed on the basis of a 360-day year of twelve 30-day months; such interest being payable on March 1, 2010 and each September I and March I thereafter. THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the United States of America, without exchange or collection charges. The final payment of principal of this Bond shall be paid to the Registered Owner hereof upon presentation and surrender of this Bond at final maturity, at the designated payment office of U.S. BANK, NATIONAL ASSOCIATION, Dallas, Texas, which is the "Paying Agent/Registrar" for this Bond. The payment of principal installments and interest on this Bond shall be made by the Paying AgenURegistrar to the Registered Owner hereof as shown by the Registration Books kept by the Paying Agent/Registrar at the close of business on the Record Date by check drawn by the Paying Agent/Registrar on, and payable solely from, funds of the County required to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter provided; and such check shall be sent by the Paying Agent/Registrar by United States mail, postage prepaid, on each such payment date, to the registered owner hereof at its address as it appears on the registration books relating to the Bonds (the "Register") kept by the Paying Agent/Registrar, as hereinafter described. The record date ("Record Date") for payments hereon means the 15th calendar day of the month preceding a scheduled payment. In the event of a non-payment of interest on a scheduled payment date, and for 30 days thereafter, a new record date for such payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment thereof have been received from the County. Notice of the Special Record Date and of the scheduled payment date of the past due payment (the "Special Payment Date," which shall be 15 calendar 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 6 vol. Pg. a 57 prepaid, to the address of the Registered Owner appearing on the 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. The County covenants with the Registered Owner that no later than each principal installment payment date and interest payment date for this Bond it will make available to the Paying Agent/Registrar the amounts required to provide for the payment, in immediately available funds, of all principal of and interest on the Bond, when due, in the manner set forth in the Order defined below. [FORM OF STATEMENT OF INSURANCE STATEMENT OF INSURANCE] * * * FORM OF AUTHENTICATION CERTIFICATE AUTHENTICATION CERTIFICATE This Bond is one of the Bonds described in and delivered pursuant to the within-mentioned Order, and this Bond has been issued in conversion of and exchange for, or replacement of, a Bond, Bonds, or a portion of a Bond or Bonds of an issue which was originally approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas. U.S. BANK, NATIONAL ASSOCIATION, Dallas, Texas Paying Agent/Registrar Registration Date: By Authorized Signature * * FORM OF REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS* *Attach to Initial Bond in lieu of Authentication Certificate COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO. I HEREBY CERTIFY THAT there is on file and of record in my office a certificate to the effect that the Attorney General of the State of Texas has examined and finds that this Bond has been issued in conformity with the Constitution and laws of the State of Texas and is a valid and binding obligation of Brazos County, Texas, and further that this Bond has been registered this day by me. WITNESS my signature and seal of office this (COMPTROLLER'S SEAL) Comptroller of Public Accounts of the State of Texas 7 Vol._ Pg. - a--- FORM OF ASSIGNMENT ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto (Please insert Social Security or Taxpayer (Please print or typewrite name and address, including zip code, of Transferee) Identification Number of Transferee) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to register the transfer of the within Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by a NOTICE: The signature above must correspond member firm of the New York Stock Exchange or a with the name of the Registered Owner as it commercial bank or trust company. appears upon the front of this Bond in every particular, without alteration or enlargement or any change whatsoever. The following abbreviations, when used in the Assignment above or on the face of the within Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT - Custodian (Cust) (Minor) under Uniform Gifts to Minors Act (State) Additional abbreviations may also be used though not in the list above. [END OF FORMS] The County authorizes the printing of a true and correct copy of an opinion of Winstead PC, Bond Counsel to the County, relating to the validity and enforceability of the Bonds under Texas law and the status of interest on the Bonds under federal income tax laws, on the reverse side of each of the Bonds over a certificate of identification executed by the facsimile signature of the County Clerk, and also authorizes the imprinting of CUSIP (the American Bankers Association's Committee on Uniform Securities Identification Procedures) numbers on the Bonds; provided, however, that the failure of such 8 i a 7 pg. 0,59 V0 1. opinion, certificate, or CUSIP numbers to appear on any Certificate, or any errors therein, or in any part of the Certificate, the form of which is not included in the Order, shall in no way affect the validity or enforceability of the Bonds or relieve the Initial Purchasers of the Bonds of their obligation to accept delivery of and pay for the Bonds. Section 4. Paying Agent/Registrar. (a) The County shall keep or cause to be kept at the designated payment office of U.S. Bank National Association, Dallas, Texas (the "Paying Agent/Registrar"), or such other bank, trust company, financial institution, or other entity duly qualified and legally authorized to serve and perform duties of and services of Paying Agent/Registrar, named in accordance with the provisions of paragraph (c) of this section, books or records of the registration and transfer of the Bonds (the "Register'), and the County hereby appoints the Paying Agent/Registrar as its registrar and transfer agent to keep such books or records and make such transfers and registrations under such reasonable regulations as the County and Paying Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make such transfers and registrations as herein provided. It shall be the duty of the Paying Agent/Registrar to obtain from the registered owner and record in the Register the address of such registered owner of each Bond to which payments with respect to the Bonds shall be mailed, as herein provided. The County or its designee shall have the right to inspect the Register during regular business hours of the Paying Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep. the Register confidential and, unless otherwise required by law, shall not permit their inspection by any other entity. (b) The County hereby further appoints the Paying Agent/Registrar to act as the paying agent for paying the principal of and interest on the Bonds, and to act as its agent to exchange or replace Bonds, all as provided in this Order. The Paying Agent/Registrar shall keep proper records of all payments made by the County and the Paying Agent/Registrar with respect to the Bonds, and of all exchanges and replacements of such Bonds, as provided in this Order. The County Judge is authorized to enter into the Paying Agent/Registrar Agreement, substantially in the form attached as Exhibit "B" hereto, on behalf of the County. (c) The County covenants with the registered owners of the Bonds that at all times while the Bonds are outstanding the County will provide a competent and legally qualified bank, trust company, financial institution, or other entity duly qualified and legally authorized to serve as and perform the duties and services of Paying Agent/Registrar, to act as and perform the services of Paying Agent/Registrar for the Bonds under this Order, and that the Paying Agent/Registrar will be one entity. The County reserves the right to, and may, at its option, change the Paying Agent/Registrar upon not less than 60 days written notice to the Paying Agent/Registrar. In the event that the entity at any time acting as Paying Agent/Registrar (or its successor by merger, acquisition, or other method) should resign or otherwise cease to act as such, the County covenants that promptly it will appoint a competent and legally qualified national or state banking institution to act as Paying Agent/Registrar under this Order, which banking institution shall be a corporation organized and doing business under the laws of the United States of America or of any state, authorized under such laws to exercise trust powers, subject to supervision or examination by federal or state authority, and whose qualifications are substantially similar to the previous Paying Agent/Registrar. Upon any change in the Paying Agent/Registrar, the previous Paying Agent/Registrar shall promptly transfer and deliver the Register (or a copy thereof), along with all other pertinent books and records relating to the Bonds, to the new Paying Agent/Registrar designated and appointed by the County. Upon any change in the Paying Agent/Registrar, the County promptly will cause a written notice thereof to be sent by the new Paying AgentRegistrar to each registered owner of the Bonds, by United States mail, postage prepaid, which notice also shall give the address of the new Paying Agent/Registrar. By accepting the position and performing as such, each Paying Agent/Registrar 9 vat. Pg. 2 COQ shall be deemed to have agreed to the provisions of this Order, and a certified copy of this Order shall be delivered to each Paying Agent/Registrar. Section 5. Registration, Transfer, and Exchange. (a) Registration of each Bond may be transferred in the Register only upon presentation and surrender of such Bond to the Paying Agent/Registrar for transfer of registration and cancellation, together with proper written instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing the assignment of the Bond, or any portion thereof in any integral multiple of $5,000, to the assignee or assignees thereof, and the right of such assignee or assignees to have the Bond or any such portion thereof registered in the name of such assignee or assignees. Upon the assignment and transfer of any Bond or any portion thereof, a new substitute Bond or Bonds shall be issued in exchange therefor in the manner herein provided. (b) The entity in whose name any Bond shall be registered in the Register at any time shall be treated as the absolute owner thereof for all purposes of this Order, whether or not such Bond shall be overdue, and the County and the Paying Agent/Registrar shall not be affected by any notice to the contrary unless otherwise required by law; and payment of, or on account of, the principal of, and interest on any such Bond shall be made only to such registered owner. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid. (c) Each Bond may be exchanged for fully registered bonds in the manner set forth herein. Each Bond issued and delivered pursuant to this Order, to the extent of the unpaid principal balance or principal amount thereof, may, upon surrender of such Bond at the principal corporate trust office of the Paying Agent/Registrar, together with a written request therefor duly executed by the registered owner or the assignee or assignees thereof, or its or their duly authorized attorneys or representatives, with guarantee of signatures satisfactory to the Paying Agent/Registrar, at the option of the registered owner or such assignee or assignees, as appropriate, be exchanged for fully registered Bonds, without interest coupons, in the form prescribed in the Form of Definitive Bonds set forth in Section 3 of this Order, in the denomination of $5,000, or any integral multiple of $5,000 (subject to the requirement hereinafter stated that each substitute Bond shall have a single stated maturity date), as requested in writing by such registered owner or such assignee or assignees, in an aggregate principal amount equal to the unpaid or unredeemed principal amount of any bond or bonds so surrendered, and payable to the appropriate registered owner, assignee, or assignees, as the case may be. (d) If any Bond or portion thereof is assigned and transferred, each Bond issued in exchange therefor, shall have the same principal maturity date and bear interest at the same rate as the Bond for which it is being exchanged. Each substitute bond shall bear a letter and/or number to distinguish it from each other Bond. The Paying Agent/Registrar shall exchange or replace Bonds as provided herein, and each fully registered bond delivered in exchange for or replacement of any Bond or portion thereof as permitted or required by any provision of this Order shall constitute one of the Bonds for all purposes of this Order, and may again be exchanged or replaced. It is specifically provided, however, that any Bond delivered in exchange for or replacement of another Bond prior to the first scheduled interest payment date on the Bonds (as stated on the face thereof) shall be dated the same date as such Bond, but each substitute Bond so delivered on or after such first scheduled interest payment date shall be dated as of the interest payment date preceding the date on which such substitute bond is delivered, unless such Bond is delivered on an interest payment date, in which case it shall be dated as of such date of delivery; provided, however, that if at the time of delivery of any substitute Bond the interest on the Bond for which it is being exchanged has not been paid, then such Bond shall be dated as of the date to which such interest has been paid in full. On each substitute Bond issued in exchange for or replacement of any Bond 10 vol. 1a7 Pg. a~► or Bonds issued under this Order there shall be printed thereon a Paying Agent/Registrar's Authentication Certificate, in the form hereinafter set forth. An authorized representative of the Paying Agent/Registrar shall, before the delivery of any such Bond, date such by dating the Authentication Certificate in the manner set forth above, and manually sign such Certificate, and no such Bond shall be deemed to be issued or outstanding unless such Certificate is so executed. The Paying Agent/Registrar promptly shall cancel all Bonds surrendered for exchange or replacement. (e) No additional orders or resolutions need be passed or adopted by the Court or any other body or person so as to accomplish the foregoing exchange or replacement of any Bond or portion thereof, and the Paying Agent/Registrar shall provide for the printing, execution, and delivery of the substitute Bonds in the manner prescribed herein, and said Bonds shall be printed or typed in accordance with Chapter 1201, Texas Government Code, as amended from time to time, the duty of such exchange or replacement of bonds as aforesaid is hereby imposed upon the Paying Agent/Registrar, and upon the execution of the aforementioned Paying Agent/Registrar's Authentication Certificate, the exchanged or replaced Bond shall be valid, incontestable, and enforceable in the same manner and with the same effect as the Bonds which originally were delivered pursuant to this Order, approved by the Attorney General, and registered by the Comptroller of Public Accounts. (I) All Bonds issued in exchange or replacement of any other Bond or portion thereof, (i) shall be issued in fully registered form, without interest coupons, with the principal of and interest on such bonds to be payable only to the registered owners thereof, (ii) may be transferred and assigned, (iv) may be exchanged for other Bonds, (v) shall have the characteristics, (vi) shall be signed and sealed, and (vii) the principal of and interest on the Bonds shall be payable, all as provided, and in the manner required or indicated, in the form of Bonds set forth in Section 3 of this Order. (g) The County shall pay all of the Paying Agent/Registrar's reasonable and customary fees and charges for making transfers, conversions, and exchanges of the Bonds in accordance with an agreement between the County and the Paying Agent/Registrar, but the registered owner of any Bond requesting such transfer shall pay any taxes or other governmental charges required to be paid with respect thereto. In addition, the County hereby covenants with the registered owners of the Bonds that it will pay the reasonable and standard or customary fees and charges of the Paying Agent(Registrar for its services with respect to the payment of the principal of and interest on the Bonds, when due. Section 6. Lost, Stolen, Destroyed, Damaged, or Mutilated Bonds; Destruction of Paid Bonds. (a) Replacement Bonds. In the event any outstanding Bond shall become lost, stolen, destroyed, damaged, or mutilated, at the request of the Owner thereof, the County shall cause to be executed, registered by the Paying Agent/Registrar, and delivered a substitute Bond of like date and tenor, in exchange and substitution for and upon cancellation of such mutilated or damaged Bond, or in lieu of and substitution for such Bond, lost, stolen, or destroyed, subject to the provisions of subsections (b), (c), (d), and (e) of this Section. (b) Application and Indemnity. Application for exchange and substitution of lost, stolen, destroyed, damaged, or mutilated Bonds shall be made to the County. In every case the applicant for a substitute Bond shall furnish to the County such deposit for fees and costs as may be required by the County to save it and the Paying Agent/Registrar harmless from liability. In every case of loss, theft, or destruction of a Bond, the applicant shall also furnish to the County indemnity to the County's satisfaction and shall file with the County evidence to the County's satisfaction of the loss, theft, or destruction and of the ownership of such Bond. In every case of damage or mutilation of a Bond, the applicant shall surrender the Bond so damaged or mutilated to the Paying Agent/Registrar. II 7 t vol. a Pg.-- o a- (c) Matured Bonds. Notwithstanding the foregoing provisions of this Section, in the event any such Bond shall have matured, and no default has occurred which is then continuing in payment of the principal of or interest on the Bonds, the County may authorize the payment of the same (without surrender thereof except in the case of a damaged or mutilated Bond) instead of issuing a substitute Bond, if any, provided security or indemnity is furnished as above provided in this Section. (d) Expenses of Issuance. Upon the issuance of any substitute Bond, the County may charge the owner of such Bond with all fees and costs incurred in connection therewith. Every substitute Bond issued pursuant to the provisions of this Section by virtue of the fact that any Bond is lost, stolen, destroyed, damaged, or mutilated shall constitute a contractual obligation of the County, whether or not the lost, stolen, destroyed, damaged, or mutilated Bond shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this Order equally and proportionately with any and all other Bonds duly issued under this Order. (e) Authority to Issue Substitute Bonds. This Order shall constitute sufficient authority for the issuance of any such substitute Bond without necessity of further action by the County or any other body or person, and the issuance of such substitute Bonds is hereby authorized, notwithstanding any other provisions of this Order. - (f) Destruction of Paid Bonds. At any time subsequent to the payment thereof, the Paying Agent/Registrar is authorized to cancel and destroy any Bonds duly paid, and promptly. after any such destruction, the Paying Agent/Registrar shall furnish to the County a certificate evidencing such destruction. Section 7. Book-Entry Only System. (a) The definitive Bonds shall be initially issued in the name of Cede & Co. (DTC's partnership nominee), as Registered Owner of the Bonds, and held in custody of DTC. A single certificate will be issued and delivered to DTC for each maturity of the Bonds. Beneficial owners of definitive Bonds will not receive physical delivery of Bond certificates except as provided hereinafter. For so long as DTC shall continue to serve as securities depository for the Bonds as provided herein, all transfers of beneficial ownership interest will be made by book-entry only, and no investor or other person purchasing, selling, or otherwise transferring beneficial ownership of Bonds is to receive, hold, or deliver any Bond certificate. No person shall acquire or hold any beneficial interest in any Bond representing a portion of the principal amount of such Bond which is other than $5,000 or an integral multiple thereof. (b) Replacement definitive Bonds may be issued directly to beneficial owners of Bonds other than DTC, or its nominee, but only in the event that (i) DTC determines not to continue to act as securities depository for the Bonds (which determination shall become effective no less than 90 days after written notice to such effect to the County and the Paying Agent/Registrar); or (ii) the County has advised DTC of its determination (which determination is conclusive as to DTC and beneficial owners of the Bonds) that DTC is incapable of discharging its duties as securities depository for the Bonds; or (iii) the County has determined (which determination is conclusive as to DTC and the beneficial owners of the Bonds) that the interests of the beneficial owners of the Bonds might be adversely affected if such book- entry only system of transfer is continued. Upon occurrence of any event described in (i) or (ii) above, the County shall use its best efforts to attempt to locate another qualified securities depository. If the County fails to locate another qualified securities depository to replace DTC, the County shall cause to be executed, authenticated, and delivered replacement Bonds, in certificate form, to the DTC participants having an interest in the Bonds as shown on the records of DTC provided by DTC to the County. In the event that the County makes the determination described in (iii) above and has made provisions to notify 12 V0 1. I a7 pg. a(03 the beneficial owners of Bonds of such determination by mailing an appropriate notice to DTC, it shall cause to be issued replacement Bonds in certificate form to the DTC participants having an interest in the Bonds as shown on the records of DTC provided by DTC to the County. The County undertakes no obligation to make any investigation to determine the occurrence of any events that would permit the County to make any determination described in (ii) or (iii) above. (c) Whenever, during the term of the bonds, the beneficial ownership thereof is determined by a book entry at DTC, the requirements in this Order of holding, delivering, or transferring Bonds shall be deemed modified to require the appropriate person or entity to meet the requirement of DTC as to registering or transferring the book entry to produce the same effect. (d) If at any time, DTC ceases to hold the Bonds, all references herein to DTC shall be of no further force or effect. Section 8. Definitions. In addition to other terms defined herein, the following terms, as used in this Order, shall have the meanings set forth below, unless the context thereof specifically indicates otherwise: "Bond Counsel" means Winstead PC, or such other firm of nationally recognized bond counsel appointed by the Issuer. "Bond Purchase Agreement" means the "Bond Purchase Agreement", dated the date hereof, between the County and the Underwriter pursuant to which, and in accordance with whose terms, the County has sold the Bonds to the Underwriter. "Bonds" means any bond or bonds of the series entitled "Brazos County, Texas Limited Tax Refunding Bonds, Series 2009" authorized by this Order. "Escrow Agent" means U.S. Bank National Association, Dallas, Texas, or any successor thereto. "Escrow Agreement" means the agreement dated as of October 15, 2009, between the County and the Escrow Agent attached hereto as Exhibit "C". "Governmental Obligations" means (i) direct noncallable obligations of the United States, including obligations that are unconditionally guaranteed by, the United States of America; (ii) noncallable obligations of an agency or instrumentality of the United States, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the governing body of the issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to' investment quality by a nationally recognized investment rating firm not less than "AAA" or its equivalent; (iii) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and that, on the date the governing body of the issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than "AAA" or its equivalent, or (iv) any other security authorized by law to be used for defeasance. "Interest and Sinking Fund" means that certain fund created pursuant to Section 10 of this Order. "Order' means this "Order Authorizing the Issuance of `Brazos County, Texas Limited Tax Refunding Bonds, Series 2009," Authorizing an Escrow Agreement, a Paying Agent/Registrar's 13 V0 1. i 9--7 Pg. a Agreement, and a Bond Purchase Agreement; and Authorizing Other Matters Related Thereto", adopted by the Commissioners Court on October 27, 2009. "Refunded Obligations Orders" means the orders of the Commissioners Court on December I I, 2001, and June 23, 1998, authorizing the issuance of the Refunded Obligations. "SEC" means the United States Securities and Exchange Commission, or any successor thereto. "Settlement Date" means the date on which the Bonds are initially delivered as shown on the records of the Paying Agent/Registrar, anticipated to occur on or about November 5, 2009. "Underwriter" means Morgan Keegan & Company, Inc. Section 9. Tax Levy. During each year while any of the Bonds or interest thereon are outstanding and unpaid, the governing body of the County shall compote and ascertain a rate and amount of ad valorem tax which will be sufficient to raise and produce the money required to pay the interest on the Bonds as such interest comes due, and to provide and maintain a sinking fund adequate to pay the principal thereof as such principal matures (but never less than 2% of the aggregate principal amount of the Bonds as a sinking fund each year); and the tax shall be based on the latest approved tax rolls of the County, with full allowances being made for tax delinquencies and the cost of tax collection. The rate and amount of ad valorem tax is hereby levied, and is hereby ordered to be levied, against all taxable property in the County for each year while any of the Bonds or interest thereon are outstanding and unpaid, and the tax shall be assessed and collected each year and deposited to the credit of the Interest and Sinking Fund. The ad valorem taxes sufficient to provide for the payment of the interest on and principal of the Bonds, as such interest comes due and such principal matures, are hereby pledged irrevocably for such payment, within the limit prescribed by law. Section 10. Interest and Sinking Fund. A special fund entitled "Brazos County, Texas Limited Tax Refunding Bonds, Series 2009 Interest and Sinking Fund" (the "Interest and Sinking Fund") is hereby created and shall be established and maintained by the County at an official depository bank of the County. The Interest and Sinking Fund shall be kept separate and apart from all other funds and accounts of the County, and shall be used only for paying the interest on and principal of the Bonds and other obligations payable from ad valorem taxes. Section 11. Escrow Fund. The Escrow Fund is the fund held by the Escrow Agent pursuant to the Escrow Agreement into which the proceeds of the Bonds shall be placed, except for accrued interest which shall be paid into the Interest and Sinking Fund and amounts to pay costs of issuance of the Bonds which will be deposited into the County's depository bank or paid at closing by the Paying Agent/Registrar. The Escrow Fund shall be used to pay the costs necessary or appropriate to accomplish the purposes for which the Bonds are issued. Section 12. Investments and Security. (a) Investment of Funds. Except as otherwise provided herein, the County may place money in the Interest and Sinking Fund created by this Order in time or demand deposits or invest such money as authorized by law at the time of such deposit; provided, however, that the County hereby covenants that the proceeds of the sale of the Bonds will be used as soon as practicable for the purposes for which the Bonds are issued. Obligations purchased as an investment of money in a fund shall be deemed to be a part of such fund. 14 (p rJ Vol. 10 7 Pg• a- (b) Amounts Received from Investments. Except as otherwise provided by law, amounts received from the investment of any money in the Interest and Sinking Fund created by this Order, shall belong to the Interest and Sinking Fund. (c) Security for Funds. All funds created by this Order shall be secured in the manner and to the fullest extent required by law for the security of funds of the County. Section 13. Remittances to Paying Agent/Registrar. It shall be the duty of the County Treasurer of the County without any further direction by the County to make remittances to the Paying Agent/Registrar of the amounts necessary on each occasion to pay the installment of interest or the installment of principal and interest due on the next succeeding interest payment date. Said remittances shall be made not less than five days prior to such scheduled date of interest or interest and principal payments. Section 14. Remedies in Event of Default. In addition to all the rights and remedies provided by the laws of the State of Texas, the County covenants and agrees particularly that in the event the County (a) defaults in the payment of principal of or interest on any of the Bonds when due, or (b) fails to make the payments required to be made to any fund created hereunder in the amounts and at the times required, or (c) defaults in the observance or performance of any other of the covenants, conditions, or obligations set forth in this Order, the registered owner(s) of any of the Bonds shall be entitled to a writ of mandamus issued by a court of proper jurisdiction compelling and requiring the County and other officers of the County to observe and perform any covenant, obligation, or condition prescribed in this Order; no delay or omission to exercise any right or power accruing upon any default shall impair any such power or right or shall be construed to be a waiver of any such default or acquiescence therein, and every such right and power may be exercised from time to time and as often as may be deemed expedient. The specific remedies herein provided shall be cumulative of any other available remedies and the specification of such shall not be deemed to be exclusive. Section 15. Covenants of the County. (a) General Covenants. The County covenants and represents that: (i) The County is a duly created and existing political subdivision of the State of Texas and is duly authorized under the laws of the State of Texas to create and issue the Bonds; all action on its part for the creation and issuance of the Bonds has been duly and effectively taken; and the Bonds in the hands of the owners thereof are and will be valid and enforceable obligations of the County in accordance with their terms; and (ii) The Bonds shall be ratably secured in such manner that no one Bond shall have preference over other Bonds. (b) Specific Covenants. The County covenants and represents that, while the Bonds are outstanding and unpaid, it will: .(i) Levy an ad valorem tax that will be sufficient to provide funds to pay the current interest on the Bonds and to provide the necessary sinking fund, all as described in this Order; and (ii) Keep proper books of record and account in which full, true, and correct entries will be made of all dealings, activities, and transactions relating to the funds and/or accounts 15 l¢'E' Vol. - Pg created or authorized to be created pursuant to this Order, and all books, documents, and vouchers relating thereto shall at all reasonable times be made available for inspection upon request from any owner. (c) Covenants Regarding Tax Matters. The County covenants to take any action to maintain, or refrain from any action which would adversely affect, the treatment of the Bonds as obligations described in section 103 of the Internal Revenue Code of 1986, as amended (the "Code"), the interest on which is not includable in "gross income" for federal income tax purposes. In furtherance thereof, the County specifically covenants as follows: (i) To refrain from taking any action which would result in the Bonds being treated as "private activity bonds" within the meaning of section 141(6) of the Code; (ii) To take any action to assure that no more than 10% of the proceeds of the Bonds or the projects financed therewith are used for any "private business use", as defined in section 141(b)(6) of the Code or, if more than 10% of the proceeds or the projects financed therewith are so used, that amounts, whether or not received by the County with respect to such private business use, do not under the terms of this Order or any underlying arrangement, directly or indirectly, secure or provide for the payment of more than 10% of the debt service on the Bonds, in contravention of section 141(b)(2) of the Code; (iii) To take any action to assure that in the event that the "private business use" described in paragraph (ii) hereof exceeds 5% of the proceeds of the Bonds or the projects financed therewith, then the amount in excess of 5% is used for a "private business use" which is "related" and not "disproportionate", within the meaning of section 141(b)(3) of the Code, to the governmental use; (iv) To take any action to assure that no amount which is greater than the lesser of $5,000,000 or 5% of the proceeds of the Bonds is directly or indirectly used to finance loans to persons, other than state or local governmental units, in contravention of section 141(c) of the Code; (v) To refrain from taking any action which would result in the Bonds being "federally guaranteed" within the meaning of section 149(b) of the Code; (vi) Except to the extent permitted by section 148 of the Code and the regulations and rulings thereunder, to refrain from using any portion of the proceeds of the Bonds, directly or indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire investment property (as defined in section 148(b)(2) of the Code) which produces a materially higher yield over the term of the Bonds; (vii) To otherwise restrict the use of the proceeds of the Bonds or amounts treated as proceeds of the Bonds, as may be necessary, so that the Bonds do not otherwise contravene the requirements of section 148 of the Code (relating to arbitrage) and, to the extent applicable, section 149(d) of the Code (relating to advance refundings); (viii) Except to the extent otherwise provided in section 148(f) of the Code and the regulations and rulings thereunder, to pay to the United States of America at least once during each five year period (beginning on the date of delivery of the Bonds) an amount that is at least 16 vol. c3 pg. equal to 90% of the "Excess Earnings", within the meaning of section 148(f) of the Code, and to pay to the United States of America, not later than 60 days after the Bonds have been paid in full, 100% of the amount then required to be paid as a result of Excess Earnings under section 148(f) of the Code; (ix) To maintain such records as will enable the County to fulfill its responsibilities under this subsection and sections 141 and 148 of the Code and to retain such records for at least six years following the final payment of principal and interest on the Bonds; and (x) To comply with the information reporting requirements of section 149(e) of the Code. For the purposes of the foregoing, in the case of a refunding bond, the term "proceeds" includes transferred proceeds and, for purposes of paragraphs (ii) and (iii), proceeds of the Refunded Obligations. The covenants contained herein are intended to assure compliance with the Code and any regulations or rulings promulgated by the U.S. Department of Treasury pursuant thereto. In the event that regulations or rulings are hereafter promulgated which modify or expand provisions of the Code, as applicable to the Bonds, the County will not be required to comply with any covenant contained herein to the extent that such modification or expansion, in the opinion of nationally-recognized bond counsel, will not adversely affect the exclusion from gross income of interest on the Bonds under section 103 of the Code. In the event that regulations or rulings are hereafter promulgated which impose additional requirements which are applicable to the Bonds, the County agrees to comply with the additional requirements to the extent necessary, in the opinion of nationally-recognized bond counsel, to preserve the exclusion from gross income of interest on the Bonds under section 103 of the Code. Proper officers of the County charged with the responsibility of issuing the Bonds are hereby authorized and directed to execute any documents, certificates, or reports required by the Code and to make such elections, on behalf of the County, which may be permitted by the Code as are consistent with the purpose for the issuance of the Bonds. Notwithstanding any other provision in this Order, to the extent necessary to preserve the exclusion from gross income of interest on the Bonds under section 103 of the Code the covenants contained in this subsection shall survive the later of the defeasance or discharge of the Bonds. Section 16. Perfection of Security. Chapter 1208, Texas Government Code, applies to the issuance of the Bonds and the pledge of the proceeds of ad valorem taxes thereto, and such pledge is, therefore, valid, effective, and perfected. Should Texas law be amended at any time while the Bonds are outstanding and unpaid, the result of such amendment being that the pledge of the ad valorem tax proceeds is to be subject to the filing requirements of Chapter 9, Texas Business & Commerce Code, in order to preserve to the registered owners of the Bonds a security interest in such pledge, the County agrees to take such measures as it determines are reasonable and necessary to enable a filing of a security interest in said pledge to occur. Section 17. Continuing Disclosure Undertaking. (a) Annual Reports. The County shall provide annually to the Municipal Securities Rulemaking Board (the "MSRB") pursuant to its Electronic Municipal Market Access System ("EMMA"), within six months after the end of each Fiscal Year ending in or after 2009, financial information and operating data with respect to the County of the general type described in Exhibit B hereto with respect to such Fiscal Year or the 12-month period then ended. The 17 Vol. _IJ7 pg. oZ(0 8 continuing disclosure information is available to the public, without charge through the MSRB at www.emma.msrb.ore. Any financial statements so to be provided shall be (i) prepared in accordance with generally accepted accounting principles or such other accounting principles as the County may be required to adopt from time to time by state.law or regulations and (ii) audited, if the County commissions an audit of such statements and the audit is completed within the period during which they must be provided. If the audit of such financial statements is not complete within such period, the County will provide unaudited statements by the required time and the County shall provide audited financial statements for the applicable fiscal year to the MSRB when and if the audit report on such statements becomes available. If the County changes its Fiscal Year, it will notify the MSRB of the change (and of the date of the new Fiscal Year end) prior to the next date by which the County otherwise would be required to provide financial information and operating data pursuant to this Section. The financial information and operating data to be provided pursuant to this Section may be set forth in full in one or more documents or may be included by specific reference to any document (including an official statement or other offering document, if it is available from the MSRB that theretofore has been provided to each nationally recognized municipal securities information repository ("NRMSIR") and any state information depository (`SID"), or filed with the SEC. (b) Material Event Notices. The County shall notify the MSRB, in a timely manner, of any of the following events with respect to the Bonds, if such event is material within the meaning of the federal securities laws: (i) principal and interest payment delinquencies; (ii) non-payment related defaults; (iii) unscheduled draws on debt service reserves reflecting financial difficulties; (iv) unscheduled draws on credit enhancements reflecting financial difficulties; (v) substitution of credit or liquidity providers, or their failure to perform; (vi) adverse tax opinions or events affecting the tax-exempt status of the Bonds;. (vii) modifications to rights of holders of the Bonds; (viii) bond calls; (ix) defeasances; (x) release, substitution, or sale of property securing repayment of the Bonds; and (xi) ratings changes. The County shall notify the MSRB, in a timely manner, of any failure by the County to provide financial information or operating data in accordance with this Section by the time required by this Section. (c) Limitations. Disclaimers, and Amendments. The County shall be obligated to observe and perform the covenants specified in this Section for so long as, but only for so long as, the County remains an "obligated person" with respect to the Bonds within the meaning of the Rule, except that the County in any event will give notice of any deposit made in accordance with Section 15 that causes the Bonds no longer to be Outstanding, and any call of Bonds made in connection therewith. The provisions of this Section are for the sole benefit of the beneficial owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The County undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the County's financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Section or otherwise, except as expressly provided herein. The County does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Bonds at any future date. 18 pg. i a~ a 9 UNDER NO CIRCUMSTANCES SHALL THE COUNTY BE LIABLE TO THE BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE COUNTY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION. BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. No default by the County in observing or performing its obligations under this Section shall comprise a breach of or default under this Order for purposes of any other provisions of this Order. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the County under federal and state securities laws. The provisions of this Section may be amended, supplemented, or repealed by the County from time to time under the following circumstances, but not otherwise: (a) 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, if the provisions of this Section, as so supplemented or amended, would have permitted an underwriter to purchase or sell Bonds in the present offering in compliance with the Rule and either the Holders of a majority in aggregate principal amount of the Outstanding Bonds consent to such amendment, supplement, or repeal, or any State agency or official determines that such amendment, supplement, or repeal will not materially impair the interests of the beneficial owners of the Bonds, (b) upon repeal of the applicable provisions of the Rule, or any judgment by a court of final jurisdiction that such provisions are invalid, or (c) in any other circumstance or manner permitted by the Rule. Section 18. Further Covenants. The County further covenants and agrees by and through this Order that it has the lawful power to pledge the ad valorem taxes supporting this issue of Bonds and has lawfully exercised said power under the Constitution and laws of the State of Texas, including the power existing under Chapter 1207, that the Bonds issued hereunder shall be ratably secured in such manner that one Bond shall have no preference over any other Bond of said issue. Section 19. Sale of Bonds; Use of Proceeds. (a) The terms for the sale of the Bonds to the Underwriter shall be provided in this Order and the Bond Purchase Agreement and delivery of the Bonds to the Underwriter shall be made as soon as practicable after the execution of the Bond Purchase Agreement, upon payment therefor, in accordance with the Bond Purchase Agreement. The County Judge is hereby authorized to sign and deliver the Bond Purchase Agreement. (b) The County hereby approves the form and content of the Official Statement relating to the Bonds and any addenda, supplement, or amendment thereto, and approves the distribution of such Official Statement in the reoffering of the Certificates by the Initial Purchaser in final form, with such changes therein or additions thereto as the officer executing the same may deem advisable, such detennination to be conclusively evidenced by his execution thereof. The form and content of and the distribution and use of the Preliminary Official Statement dated , 2009, prior to the date hereof, is hereby ratified and confirmed. The County hereby finds and determines that the Preliminary Official Statement is "deemed final" as that term is defined in the Rule. (c) The proceeds from the sale of the Bonds shall be applied as follows: (i) $ of the proceeds, plus a County contribution of $ , shall be deposited to credit of the Escrow Fund, 19 von. a~ pg. a170 which proceeds shall be used to retire the Refunded Obligations, as provided in Schedule I attached hereto; (ii) the accrued interest shall be deposited to the Interest and Sinking Fund; and (iii) the balance of the proceeds shall be used to pay the cost of issuing the Bonds. As provided by the Refunded Obligations Orders, the deposit of such proceeds shall accomplish the defeasance of the Refunded Obligations. Section 20. Approval of Escrow Agreement. The County Judge is hereby authorized and directed to execute and deliver and the County Clerk of the County is hereby authorized and directed to attest the Escrow Agreement, substantially in the form attached hereto as Exhibit "C". Section 21. Custody, Approval, and Registration of Bonds. (a) Initially, one Bond (the "Initial Bond") numbered I-1 and being in the principal amount of the Bonds shall be registered in the name of Morgan Keegan & Company, Inc., as the Underwriter, and shall be executed and submitted to the Attorney General of Texas (the "Attorney General") for approval, and thereupon certified by the Comptroller of Public Accounts of the State of Texas (the "Comptroller") or his duly authorized agent, by manual signature, and the Initial Bond shall be effective and valid without the Authentication Certificate being signed by the Paying Agent/Registrar. At any time thereafter, the Initial Purchaser may deliver the Initial Bond to the Paying Agent/Registrar for exchange, accompanied by instructions from the Underwriter or designee designating the persons, maturities, and principal amounts to and in which the Bond is to be transferred and the addresses of such persons, and the Paying Agent/Registrar shall thereupon, within not more than three days, register and deliver such Bonds as provided in such instructions. (b) The County Judge of the County is hereby authorized to have control of the Initial Bond and all necessary records and proceedings pertaining to the Initial Bond pending its delivery and its investigation, examination, and approval by the Attorney General, and its registration by the Comptroller. Upon registration of the Initial Bond the Comptroller (or a deputy designated in writing to act for the Comptroller) shall manually sign the Comptroller's Registration Certificate on the Initial Bond, and the seal of the Comptroller shall be impressed, or placed in facsimile, on the Initial Bond. The legal opinion of Bond Counsel and the assigned CUSIP numbers may, at the option of the County, be printed on or attached to the Initial Bond or any Bonds issued and delivered in conversion of and exchange or replacement of any Bond, but neither shall have any legal effect, and shall be solely for the convenience and information of the registered owners of the Bonds. Section 22. Defeasance. (a) Except to the extent provided in subsection (c) of this Section, any Bond, and the interest thereon, shall be deemed to be paid, retired, and no longer outstanding within the meaning of this Order (a "Defeased Bond") when payment of the principal of such Bond, plus interest thereon to the due date (whether such due date be by reason of maturity or otherwise) either (i) shall have been made or caused to be made in accordance with the terms thereof or (ii) shall have been provided for on or before such due date by irrevocably depositing with or making available to a person described by section 1207.061(a), Texas Government Code, as amended (a "Depositary"), with respect to the safekeeping, investment, administration, and disposition of a deposit made under section 1207.061, Texas Government Code, as amended, for such payment (the "Deposit") (A) lawful money of the United States of America sufficient to make such payment or (B) Government Obligations, which may be in book-entry form, that mature and bear interest payable at times and in amounts sufficient to provide for the scheduled payment of any Defeased Bond. To cause a Bond scheduled to be paid on a date later than the next scheduled interest payment date on such Bond to become a Defeased Bond, the County must, with respect to the Deposit, enter into an escrow or similar agreement with a Depositary. 20 vol. 1 a7 Pg. 2 I In connection with any defeasance of the Bonds, the County shall cause to be delivered: (i) in the event an escrow or similar agreement has been entered into with a Depositary to effectuate such defeasance, a report of an independent firm of nationally recognized certified public accountants verifying the sufficiency of the escrow established to pay the Defeased Bonds in full on the maturity date thereof (the "Verification'); or (ii) in the event no escrow or similar agreement has been entered into, a certificate from the County Judge certifying that the amount deposited with a Depositary is sufficient to pay the Defeased Bonds in full on the maturity date thereof. In addition to the required Verification or certificate, the County shall also cause to be delivered an opinion of nationally recognized bond counsel to the effect that the Defeased Bonds are no longer outstanding pursuant to the terms hereof and a certificate of discharge of the Paying Agent/Registrar with respect to the Defeased Bonds. The Verification, if any, and each certificate and opinion required hereunder shall be acceptable in form and substance, and addressed, if applicable, to the Paying Agent/Registrar and the County. The Bonds shall remain outstanding hereunder unless and until they are in fact paid and retired or the above criteria are met. At such time as a Bond shall be deemed to be a Defeased Bond hereunder, and all herein required criteria have been met, such Bond and the interest thereon shall no longer be outstanding or unpaid and shall no longer be entitled to the benefits of the pledge of the security interest granted under this Order, and such principal and interest shall be payable solely from the Deposit of money or Government Obligations. (b) Any money so deposited with a Depositary may at the written direction of the County also be invested in Government Obligations, maturing in the amounts and times as hereinbefore set forth, and all income from such Government Obligations received by a Depositary which is not required for the payment of the Defeased Bonds and interest thereon, with respect to which such money has been so deposited, shall be used as directed in writing by the County. (c) Until all Defeased Bonds shall have become due and payable, the Paying Agent/Registrar shall perform the services of Paying Agent/Registrar for such Defeased Bonds the same as if they had not been defeased, and the County shall make proper arrangements to provide and pay for such services as required by this Order. Section 23. Order a Contract; Amendments. This Order shall constitute a contract with the Owners, from time to time, of the Bonds, binding on the County and its successors and assigns, and shall not be amended or repealed by the County as long as any Bond remains outstanding except as permitted in this Section. The County may, without the consent of or notice to any Owners, amend, change, or modify this Order as may be required (i) by the provisions hereof, (ii) for the purpose of curing any ambiguity, inconsistency, or formal defect or omission herein, or (iii) in connection with any other change which is not to the prejudice of the Owners. The County may, with the written consent of the Owners of a majority in aggregate principal amount of Bonds then outstanding affected thereby, amend, change, modify, or rescind any provisions of this Order; provided, however, that without the consent of all of the registered owners of the Bonds affected, no such amendment, change, modification, or rescission shall (i) extend the time or times of payment of the principal of and interest on the Bonds, reduce the principal amount thereof to the rate of interest thereon, or in any other way modify the terms of payment of the principal of or interest on the Bonds, (ii) give any preference of any Bond over any other Bond, (iii) extend any waiver of default to subsequent defaults, or (iv) reduce the aggregate principal amount of Bonds required for consent to any such amendment, change, modification, or rescission. When the County shall desire to make any amendment or addition to or rescission of this Order requiring consent of the registered owners of the Bonds, the County shall cause notice of the amendment, addition, or rescission to be given at least 30 days prior to the scheduled effective date of such action, said notice to be 21 Vol. -Pg.--- sent by United States mail, first-class postage prepaid, to the registered owners of the Bonds at the addresses appearing on the Register on the close of business on the business day next preceding the date of mailing of such notice; provided, however, that any registered owner's failure to receive such notice, or any defect therein or in the sending or mailing thereof, shall not affect the validity or effectiveness of the proceedings relating to any amendment, addition, or rescission of this Order properly made pursuant to the provisions hereof. When at any time within one year after the date of the giving of such notice, the County shall receive an instrument or instruments in writing executed by the appropriate number of registered owners of the Bonds then outstanding affected by any such amendment, addition, or rescission requiring the consent of registered owners of the Bonds, which instrument or instruments shall refer to the proposed amendment, addition, or rescission described in such notice and shall specifically consent to and approve the adoption thereof in substantially the form of the copy thereof referred to in such notice, thereupon, but not otherwise, the County may adopt such amendment, addition, or rescission in substantially such form, except as herein provided. No registered owner of the Bonds may thereafter object to the adoption of such amendment, addition, or rescission, or to any of the provisions thereof, and such amendment, addition, or rescission shall be fully effective for all purposes. Section 24. Matters Related to Refunding. (a) In order that the County shall satisfy in a timely manner all of its obligations under this Order, the County Judge of the County and all other appropriate officers and agents of the County are hereby authorized and directed to take all other actions that are reasonably necessary to provide for the refunding of the Refunded Obligations, including, without limitation, executing and delivering on behalf of the County all certificates, consents, receipts, requests, notices, and other documents as may be reasonably necessary to satisfy the County's obligations under this Order and to direct the transfer and application of funds of the County consistent with the provisions of this Order. (b) The County hereby irrevocably calls the Refunded Obligations for redemption prior to maturity, as provided in Schedule 1 attached hereto, and authorizes and directs notice of such redemption to be given as provided in the form attached hereto as Exhibit "A". (c) Certain legally available funds from the Interest and Sinking Funds for the Refunded Obligations and proceeds of the Bonds shall be used to refund the Refunded Obligations. Section 25. Further Procedures. The County Judge, the County Clerk, the County Auditor, the County Treasurer, the County's Financial Advisor, and all other officers, employees, attorneys, and agents of the County, and each of them, shall be and they are hereby expressly authorized, empowered, and directed from time to time and at any time to do and perform all such acts and things and to execute, acknowledge, and deliver in the name and under the seal and on behalf of the County, all such instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Order, the Bonds, the Bond Purchase Agreement, the Official Statement. Prior to the initial delivery of the Bonds, the County Judge and Bond Counsel to the County are hereby authorized and directed to approve any technical changes or corrections to this Order or to any of the instruments authorized by this Order necessary in order to (i) correct any ambiguity or mistake or properly or more completely document the transactions contemplated and approved by this Order, (ii) obtain a rating from any of the national bond rating agencies, or (iii) obtain the approval of the Bonds by the Attorney General. Section 26. Attorney General Examination Fee. The County recognizes that under Section 1202.004, Texas Government Code, as amended by Senate Bill 495, Acts of the 79" Legislature Regular Session, 2005, the Attorney General of Texas requires a nonrefundable examination fee be paid at the 22 vol. 1 a Pg. ~3 time of submission of the transcript of the proceedings authorizing the Bonds and that, based upon the principal amount of the Bonds, such fee is $ . Bond Counsel is accommodating the County by paying such fee upon such submission of such transcript. Officials of the County are, however, hereby authorized to reimburse Bond Counsel such amount as soon as possible and whether or not the Bonds are ever delivered and such amount is hereby appropriated from available funds for such purpose. The County is also authorized to reimburse the fund used for such repayment with proceeds of the Bonds. Section 27. Miscellaneous Provisions. (a) Incorporation of Preamble. The preamble to this Order is incorporated by reference in this Order. (b) Titles Not Restrictive. The titles assigned to the various sections of this Order are for convenience only and shall not be considered restrictive of the subject matter of any section or of any part of this Order. (c) Inconsistent Provisions. All orders and resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Order are hereby repealed and declared to be inapplicable, and the provisions of this Order shall be and remain controlling as to the matters prescribed herein. (d) Severabilitv. If any word, phrase, clause, paragraph, sentence, part, portion, or provision of this Order or the application thereof to any person or circumstances shall be held to be invalid, the remainder of this Order shall nevertheless be valid and the County hereby declares that this Order would have been enacted without such invalid word, phrase, clause, paragraph, sentence, part, portion, or provisions. (e) Governing Law. This Order shall be construed and enforced in accordance with the laws of the State of Texas. (0 Open Meeting. The County officially finds and determines the meeting at which this Order is adopted was open to the public and that public notice of the time, place, and purpose of such meeting was given, all as required by Chapter 551, Texas Government Code, as amended. APPROVED this October 27, 2009. /s/ /s/ County Clerk, Brazos County, Texas County Judge, Brazos County, Texas 23 vol. I q Pg. a 1 SCHEDULEI REFUNDED OBLIGATIONS 'Brazos County, Texas General Obligation Improvement Bonds, Series 2001," dated December 1, 2001: with the following maturities, outstanding in the principal amounts, and to be redeemed on March 1,2011. Maturity Date Principal Amount 03/01/2014 475,000.00 03/01/2015 500,000.00 03/01/2016 520,000.00 03/01/2017 545,000.00 03/01/2018 575,000.00 03/01/2019 605,000.00 03/01/2021 1305.000.00 4,525,000.00 CERTIFICATES OF OBLIGATION "Brazos County, Texas Certificates of Obligation, Series 1998," dated July 1, 1998, with the following maturities, outstanding in the principal amounts, and to be redeemed on November 5, 2009. Maturity Date Principal Amount 03/01/2011 1,170,000.00 03/01/2012 1,240,000.00 03/01/2013 365.000.00 2,775,000.00 7,300,000.00 S-1 1 s Vol. 12 Pg. EXHIBIT A [TO BE COMPLETED] NOTICE OF REDEMPTION To the Holders of THE FOLLOWING NAMED SERIES OF BRAZOS COUNTY, TEXAS , SERIES DATED 1, NOTICE IS HEREBY GIVEN that BRAZOS COUNTY, TEXAS has called for redemption ON 1, 20 AT A PRICE OF PAR, PLUS ACCRUED INTEREST the following described outstanding [Certificates of Obligation] of the above described series as follows: MATURITY PRESENT PRINCIPAL DATES CUSIP AMOUNT (March 1) NUMBERS REDEEMED $ ,000 ,000 ,000 2010 ,000 2011 ,000 2012 ,000 2013 ,000 2014 ,000 2015 ,000 2016 ,000 NOTICE IS FURTHER GIVEN that due and proper arrangements have been made for providing [JPMORGAN CHASE BANK], N.A., Dallas, Texas (as successor in interest to Texas Commerce Bank, National Association, Houston, Texas), the Paying Agent for the [Certificates of Obligation] called for redemption, with funds sufficient to pay the redemption price of the [Certificates] equal to the principal amount of the [Certificates] and the interest thereon to the redemption date. In the event the [Certificates], or any of them, are not presented for redemption by the date fixed for their redemption, they shall not thereafter bear interest. If due provision for the payment of the redemption price is made, then the [Certificates] automatically shall be deemed to have been redeemed prior to their scheduled maturity, and they shall not bear interest after the redemption date, and they shall not be regarded as being outstanding except for the right of the owner thereof to receive the redemption price from the Paying Agent. THIS NOTICE is issued and given pursuant to the redemption provisions in the proceedings authorizing the issuance of the [Certificates] and in accordance with the recitals and provisions of each of the [Certificates]. NOTICE IS FURTHER GIVEN THAT the [Certificates] will be payable at and should be submitted either in person or by certified or registered mail to the following address: A-1 Vol. pg. a- [JPMorgan Chase Bank, N.A.] 2001 Bryan Street Dallas, Texas 75201 IMPORTANT NOTICE: In compliance with the Economic Growth and Tax Relief Reconciliation Act of 2001 and broker reporting requirements, the redeeming institution is required to withhold 30.50% of the principal amount of your holdings redeemed unless it is provided with a W-9 Form certifying your social security number or federal employer tax identification number. EXECUTED UNDER MY HAND and seal of office this November 5, 2009 /s/ Randy Sims, County Judge Brazos County, Texas Any questions regarding this notice may be addressed to (877) 458-8742. JPMORGAN CHASE BANK, N.A., as Paying Agent/Registrar A2 Vol. c3~ pg, ~1 EXHIBIT B Paying Agent/Registrar Agreement THIS PAYING AGENT/REGISTRAR AGREEMENT entered into as of October 15, 2009 (this "Agreement'), by and between BRAZOS COUNTY, TEXAS (the "Issuer"), and U.S. BANK NATIONAL ASSOCIATION, Dallas, Texas, a banking association duly organized and existing under the laws of the United States of America (the "Bank'). RECITALS WHEREAS, the Issuer has duly authorized and provided for the issuance of its "Brazos County, Texas Limited Tax Refunding Bonds, Series 2009" (the "Securities"), such Securities to be issued in fully registered form only as to the payment of principal and interest thereon; WHEREAS, the Securities are scheduled to be delivered to the initial purchasers thereof as provided in the "Order" (hereinafter defined); WHEREAS, the Issuer has selected the Bank to serve as Paying Agent/Registrar in connection with the payment of the principal of and interest on the Securities and with respect to the registration, transfer, and exchange thereof by the registered owners thereof; WHEREAS, the Bank has agreed to serve in such capacities for and on behalf of the Issuer and has full power and authority to perform and serve as Paying Agent/Registrar for the Securities; NOW, THEREFORE, it is mutually agreed as follows: ARTICLE I. APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR Section 1.01. Appointment. The Issuer hereby appoints the Bank to serve as Paying Agent with respect to the Securities. As Paying Agent for the Securities, the Bank shall be responsible for paying on behalf of the Issuer the principal and interest on the Securities as the same become due and payable to the registered owners thereof, all in accordance with this Agreement and the Order. The Issuer hereby appoints the Bank as Registrar with respect to the Securities. As Registrar for the Securities, the Bank shall keep and maintain for and on behalf of the Issuer books and records as to the ownership of said Securities and with respect to the transfer and exchange thereof as provided herein and in the Order. The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and Registrar for the Securities. Section 1.02. Compensation. As compensation for the Bank's services as Paying Agent/Registrar, the Issuer hereby agrees to pay the Bank the fees and amounts set forth in Schedule "A" attached hereto for the first year of this Agreement and thereafter the fees and amounts set forth in the Bank's current fee schedule then in effect for services as Paying Agent/Registrar for municipalities, which shall be supplied to the Issuer on or before 90 days prior to the close of the Fiscal Year of the Issuer, and shall be effective upon the first day of the following Fiscal Year. B- I Vol. a 7 pg. 7 $ In addition, the Issuer agrees to reimburse the Bank upon its request for all reasonable expenses, disbursements, and advances incurred or made by the Bank in accordance with any of the provisions hereof (including the reasonable compensation and the expenses and disbursements of its agents and counsel). ARTICLE 11. DEFINITIONS Section 2.01. Definitions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: "Bank Office" means the designated corporate trust office of the Bank as indicated on the signature page hereof. The Bank will notify the Issuer in writing of any change in location of the Bank Office. "Fiscal Year" means the fiscal year of the Issuer, ending September 30. "Holder" and "Security Holder" each means the Person in whose name a Security is registered in the Security Register. "Issuer Request" and "Issuer Order' means a written request or order signed in the name of the Issuer by its County Judge, County Treasurer, or County Clerk, or any one or more of said officials, and delivered to the Bank. "Legal Holiday" means a day on which the Bank is required or authorized to be closed. "Order' means the order of the governing body of the Issuer pursuant to which the Securities are issued, certified by the County Clerk or any other officer of the Issuer and delivered to the Bank. "Person" means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization, or government or any agency or political subdivision of a government. "Predecessor Securities" of any particular Security means every previous Security evidencing all or a portion of the same obligation as that evidenced by such particular Security (and, for the purposes of this definition, any mutilated, lost, destroyed, or stolen Security for which a replacement Security has been registered and delivered in lieu thereof pursuant to Section 4.06 hereof and the Order). "Redemption Date" when used with respect to any Bond to be redeemed means the date fixed for such redemption pursuant to the terms of the Order. "Responsible Officer" when used with respect to the Bank means the Chairman or Vice- Chairman of the Board of Directors, the Chairman or Vice-chairman of the Executive Committee of the Board of Directors, the President, any Vice President, the Secretary, any Assistant Secretary, the Treasurer, any Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust Officer or Assistant Trust Officer, or any other officer of the Bank customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject. B-2 Vol. 1 a pg. "Security Register" means a register maintained by the Bank on behalf of the Issuer providing for the registration and transfer of the Securities. "Stated Maturity" means the date specified in the Order the principal of a Security is scheduled to be due and payable. Section 2.02. Other Definitions. The terms `Bank", `'Issuer', and "Securities (Security)" have the meanings assigned to them in the recital paragraphs of this Agreement. The term "Paying Agent/Registrar" refers to the Bank in the peformance of the duties and functions of this Agreement. ARTICLE III. PAYING AGENT Duties of Paying Agent. As Paying Agent, the Bank shall, provided adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the principal of each Security at its Stated Maturity, Redemption Date, or Acceleration Date, to the Holder upon surrender of the Security to the Bank at the Bank Office. As Paying Agent, the Bank shall, provided adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the interest on each Security when due, by computing the amount of interest to be paid each Holder and preparing and sending checks by United States mail, first class postage prepaid, on each payment date, to the Holders of the Securities (or their Predecessor Securities) on the respective Record Date, to the address appearing on the Security Register or by such other method, acceptable to the Bank, requested in writing by the Holder at the Holder's risk and expense. Section 3.01. Payment Dates. The Issuer hereby instructs the Bank to pay the principal of and interest on the Securities on the dates specified in the Order. ARTICLE IV. REGISTRAR Section 4.01. Security Register - Transfers and Exchanges. The Bank agrees to keep and maintain for and on behalf of the Issuer at the Bank Office books and records (herein sometimes referred to as the `'Security Register") for recording the names and addresses of the Holders of the Securities, the transfer, exchange, and replacement of the Securities, and the payment of the principal of and interest on the Securities to the Holders and containing such other information as may be reasonably required by the Issuer and subject to such reasonable regulations as the Issuer and the Bank may prescribe. All transfers, exchanges, and replacement of Securities shall be noted in the Security Register. Every Security surrendered for transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer, the signature on which has been guaranteed by an officer of a federal or state bank or a member of the National Association of Securities Dealers, in form satisfactory to the Bank, duly executed by the Holder thereof or his agent duly authorized in writing. The Bank may request any supporting documentation it feels necessary to effect a re-registration, transfer, or exchange of the Securities. B-3 Vol. a__ _ - Pg.- To the extent possible and under reasonable circumstances, the Bank agrees that, in relation to an exchange or transfer of Securities, the exchange or transfer by the Holders thereof will be completed and new Securities delivered to the Holder or the assignee of the Holder in not more than three business days after the receipt of the Securities to be cancelled in an exchange or transfer and the written instrument of transfer or request for exchange duly executed by the Holder, or his duly authorized agent, in form and manner satisfactory to the Paying Agent/Registrar. Section 4.02. Certificates. The Issuer shall provide an adequate inventory of printed Security certificates to facilitate transfers or exchanges thereof. The Bank covenants that the inventory of printed Security certificates will be kept in safekeeping pending their use, and reasonable care will be exercised by the Bank in maintaining such certificates in safekeeping, which shall be not less than the care maintained by the Bank for debt securities of other political subdivisions or corporations for which it serves as registrar, or that is maintained for its own securities. Section 4.03. Form of Security Register. The Bank, as Registrar, will maintain the Security Register relating to the registration, payment, transfer, and exchange of the Securities in accordance with the Bank's general practices and procedures in effect from time to time. The Bank shall not be obligated to maintain such Security Register in any form other than those which the Bank has currently available and currently utilizes at the time. The Security Register may be maintained in written form or in any other form capable of being converted into written form within a reasonable time. Section 4.04. List of Security Holders. The Bank will provide the Issuer at any time requested by the Issuer, upon payment of the required fee, a copy of the information contained in the Security Register. The Issuer may also inspect the information contained in the Security Register at any time the Bank is customarily open for business, provided that reasonable time is allowed the Bank to provide an up-to-date listing or to convert the information into written form. Unless required by law, the Bank will not release or disclose the contents of the Security Register to any person other than to, or at the written request of, an authorized officer or employee of the Issuer, except upon receipt of a court order or as otherwise required by law. Upon receipt of a court order and prior to the release or disclosure of the contents of the Security Register, the Bank will notify the Issuer so that the Issuer may contest the court _ order or such release or disclosure of the contents of the Security Register. Section 4.05. Return of Cancelled Certificates. The Bank will, at such reasonable intervals as it determines, surrender to the Issuer, Securities in lieu of which or in exchange for which other Securities have been issued, or which have been paid. Section 4.06. Mutilated, Destroyed, Lost, or Stolen Securities. The Issuer hereby instructs the Bank, subject to the applicable provisions of the Order, to deliver and issue Securities in exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities as long as the same does not result in an over issuance. In case any Security shall be mutilated, or destroyed, lost, or stolen, the Bank, in its discretion, may execute and deliver a replacement Security of like form and tenor, and in the same denomination and bearing a number not contemporaneously outstanding, in exchange and substitution for such mutilated Security, or in lieu of and in substitution for such destroyed, lost, or stolen Security, only after (i) the B-4 vol. 1 J-7 Pg. 99" filing by the Holder thereof with the Bank of evidence satisfactory to the Bank of the destruction, loss, or theft of such Security, and of the authenticity of the ownership thereof and (ii) the furnishing to the Bank of indemnification in an amount satisfactory to hold the Issuer and the Bank harmless. All expenses and charges associated with such indemnity and with the preparation, execution, and delivery of a replacement Security shall be home by the Holder of the Security mutilated, or destroyed, lost, or stolen. Section 4.07. Transaction Information to Issuer. The Bank will, within a reasonable time after receipt of written request from the Issuer, furnish the Issuer information as to the Securities it has paid pursuant to Section 3.01, Securities it has delivered upon the transfer or exchange of any Securities pursuant to Section 4.01, and Securities it has delivered in exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities pursuant to Section 4.06. ARTICLE V. THE BANK Section 5.01. Duties of Bank. The Bank undertakes to perform the duties set forth herein and agrees to use reasonable care in the performance thereof. The Bank is also authorized to transfer funds relating to the closing and initial delivery of the Securities in the manner disclosed in the closing memorandum approved by the Issuer as prepared by the Issuer's financial advisor or other agent. The Bank may act on a facsimile or e-mail transmission of the closing memorandum acknowledged by the financial advisor or the Issuer as the final closing memorandum. The Bank shall not be liable for any losses, costs, or expenses arising directly or indirectly from the Bank's reliance upon and compliance with such instructions. Section 5.02. Reliance on Documents, Etc. (a) The Bank may conclusively rely, as to the truth of the statements and correctness of the opinions expressed therein, on certificates or opinions furnished to the Bank. The Bank shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Bank was negligent in ascertaining the pertinent facts. No provisions of this Agreement shall require the Bank to expend or risk its own funds or otherwise incur any financial liability for performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it against such risks or liability is not assured to it. The Bank may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note, security, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. Without limiting the generality of the foregoing statement, the Bank need not examine the ownership of any Securities, but is protected in acting upon receipt of Securities containing an endorsement or instruction of transfer or power of transfer which appears on its face to be signed by the Holder or an agent of the Holder. The Bank shall not be bound to make any investigation into the facts or matters stated in a resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note, security, or other paper or document supplied by the Issuer. The Bank may consult with counsel, and the written advice of such counsel or any opinion of counsel shall be full and complete authorization and protection with respect to any action taken, suffered, or omitted by it hereunder in good faith and in reliance thereon. B-5 Vol. 10-1 Pg. aka The Bank may exercise any of. the powers hereunder and perform any duties hereunder either directly or by or through agents or attorneys of the Bank. Section 5.03. Recitals of Issuer. The recitals contained herein with respect to the Issuer and in the Securities shall be taken as the statements of the Issuer, and the Bank assumes no responsibility for their correctness. The Bank shall in no event be liable to the Issuer, any Holder or Holders of any Security, or any other Person for any amount due on any Security from its own funds. Section 5.04. May Hold Securities. The Bank, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with the Issuer with the same rights it would have if it were not the Paying Agent/Registrar, or any other agent. Section 5.05. Money Held by Bank. A special depository account shall at all times be kept and maintained by the Bank for the receipt, safekeeping, and disbursement of money received from the issuer and held hereunder for the payment of the Securities, and money deposited to the credit of such account until paid to the Holders of the Securities, to the extent permitted by law, shall be continuously collateralized by securities or obligations which qualify and are eligible under the laws of the State of Texas to secure and be pledged as collateral for deposits of public funds by an instrumentality and political subdivision of the State of Texas to the extent that such money is not insured by the Federal Deposit Insurance Corporation. Payments made from such account shall be made by check drawn on such account unless the owner of such Securities shall, at its own expense and risk, request such other medium of payment. All funds at any time and from time to time provided to or held by the Bank hereunder shall be deemed, construed, and considered for all purposes as being provided to or held by the Bank in trust. The Bank acknowledges, covenants, and represents that it is acting herein in trust in relation to such funds, and is not accepting, holding, administering, or applying such funds as a banking depository, but solely as a paying agent for and on behalf of the Security thereto. The Holders shall be entitled to the same preferred claim and first lien on the funds so provided as are enjoyed by the beneficiaries of trust funds generally. The funds provided to the Bank hereunder shall not be subject to warrants, drafts, or checks drawn by the Issuer and, except as expressly provided herein, shall not be subject to compromise, setoff, or other charge or diminution by the Bank. The Bank shall be under no liability for interest on any money received by it hereunder. Subject to the unclaimed property laws of the State of Texas and any provisions in the Order to the contrary, any money deposited with the Bank for the payment of the principal, premium (if any), or interest on any Security and remaining unclaimed for three years after final maturity of the Security has become due and payable will be paid by the Bank to the Issuer, and the Holder of such Security shall thereafter look only to the Issuer for payment thereof, and all liability of the Bank with respect to such money shall thereupon cease. If the Issuer does not elect, the Bank is directed to report and dispose of the funds in compliance with Title 6 of the Texas Property Code, as amended. Section 5.06. Indemnification. To the extent permitted by law, the Issuer agrees to indemnify the Bank for, and hold it harmless against, any loss, liability, or expense incurred without negligence or bad faith on its part; arising out of or in connection with its acceptance or administration of its duties B-6 Vol. i a-7 pg. 83x3 hereunder, including the cost and expense against any claim or liability in connection with the exercise or performance of any of its powers or duties under this Agreement. Section 5.07. Interpleader. The Issuer and the Bank agree that the Bank may seek adjudication of any adverse claim, demand, or controversy over its person as well as funds on deposit, in either a Federal or State District Court located in the State and County where the administrative offices of the Issuer are located, and agree that service of process by certified or registered mail, return receipt requested, to the address referred to in Section 6.03 of this Agreement shall constitute adequate service. The Issuer and the Bank further agree that the Bank has the right to file a Bill of Interpleader in any court of competent jurisdiction in the State of Texas to determine the rights of any Person claiming any interest herein. Section 5.08. Depository Trust Company Services. It is hereby represented and warranted that, in the event the Securities are otherwise qualified and accepted for "Depository Trust Company" services or equivalent depository trust services by other organizations, the Bank has the capability and, to the extent within its control, will comply with the "Operational Arrangements", currently in effect, which establishes requirements for securities to be eligible for such type depository trust services, including, but not limited to, requirements for the timeliness of payments and funds availability, transfer turnaround time, and notification of redemptions and calls. Section 5.09. Reporting Requirements of Paying Agent/Registrar. To the extent required by the Code and the regulations promulgated and pertaining thereto, it shall be the duty of the Paying Agent/Registrar, on behalf of the Issuer, to report to the owners of the Securities and the Internal Revenue Service (i) the amount of "reportable payments", if any, subject to backup withholding during each year and the amount of tax withheld, if any, with respect to payments of the Securities and (ii) the amount of interest or amount treating as interest on the Securities and required to be included in gross income of the owner thereof. ARTICLE VI. MISCELLANEOUS PROVISIONS Section 6.01. Amendment. This Agreement may be amended only by an agreement in writing signed by both of the parties hereto. Section 6.02. Assignment. This Agreement may not be assigned by either party without the prior written consent of the other. Section 6.03. Notices. Any request, demand, authorization, direction, notice, consent, waiver, or other document provided or permitted hereby to be given or furnished to the Issuer or the Bank shall be mailed or delivered to the Issuer or the Bank, respectively, at the addresses shown on the signature page of this Agreement. Section 6.04. Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof. Section 6.05. Successors and Assigns. All covenants and agreements herein made by the Issuer shall bind its successors and assigns, whether so expressed or not. B-7 Vol. 1 a Pg. ~8 Section 6.06. Severability. In case any provision herein shall be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Section 6.07. Benefits of Agreement. Nothing herein, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, any benefit or any legal or equitable right, remedy, or claim hereunder. Section 6.08. Entire Agreement. This Agreement and the Order constitute the entire agreement between the parties hereto relative to the Bank acting as Paying Agent/Registrar and if any conflict exists between this Agreement and the Order, the Order shall govern. Section 6.09. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute one and the same Agreement. Section 6.10. Termination. This Agreement will terminate (i) on the date of final payment of the principal of and interest on the Securities to the Holders thereof or (ii) may be earlier terminated by either party upon 60 days written notice; provided, however, an early termination of this Agreement by either party shall not be effective until (a) a successor Paying AgenURegistrar has been appointed by the Issuer and such appointment accepted and (b) notice has been given to the Holders of the Securities of the appointment of a successor Paying Agent/Registrar. Furthermore, the Bank and Issuer mutually agree that the effective date of an early termination of this Agreement shall not occur at any time which would disrupt, delay, or otherwise adversely affect the payment of the Securities. Upon an early termination of this Agreement, the Bank agrees to promptly transfer and deliver the Security Register (or a copy thereof), together with other pertinent books and records relating to the Securities, to the successor Paying Agent/Registrar designated and appointed by the Issuer. The provisions of Section 1.02 and of Article Five shall survive and remain in full force and effect following the termination of this Agreement. (Remainder of page intentionally left blank.) B-8 vol. 12-7 Pg. ~8 S Section 6.11. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Texas. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. U.S. BANK NATIONAL ASSOCIATION, Dallas, Texas Attest: By By Title Title Address: 14241 Dallas Parkway, Suite 490 Dallas, Texas 75254 Attest: BRAZOS COUNTY, TEXAS By By City Secretary County Judge Address: 300 East 26" Street (ISSUER SEAL) Bryan, Texas 77803 SIGNATURE PAGE TO PAYING AGENT/REGISTRAR AGREEMENT Vol. L a Pg• SCHEDULE A Paying Agent/Registrar Fee Schedule B-10 Vol. ~ 9 pg. a~~ EXHIBIT C Escrow Agreement THIS ESCROW AGREEMENT, dated as of October 15, 2009 (herein, together with any amendments or supplements hereto, called the "Agreement") is entered into by and between the BRAZOS COUNTY, TEXAS (herein called the "Issuer") and U.S. BANK NATIONAL ASSOCIATION, Houston, Texas, as escrow agent (herein, together with any successor in such capacity, called the "Escrow Agent'). The addresses of the Issuer and the Escrow Agent are shown on "Exhibit A" attached hereto and made a part hereof. WITNESS: WHEREAS, the Issuer heretofore issued and there presently remain outstanding the obligations described in the Verification Report of [Ingrain, Wallace & Company] (the "Report"), attached hereto as "Exhibit B" and made a part hereof; and WHEREAS, the Refunded Obligations (defined below) are scheduled to mature in such years, bear interest at such rates, and be payable at such times and in such amounts as are set forth in the Report; and WHEREAS, when firm banking arrangements have been made for the payment of principal and interest to the maturity or redemption dates of the Refunded Obligations, then the Refimded Obligations shall no longer be regarded as outstanding except for the purpose of receiving payment from the funds provided for such purpose; and WHEREAS, Chapter 1207, Texas Government Code ("Chapter 1207"), authorizes the Issuer to issue refunding bonds and to deposit the proceeds from the sale thereof, and any other available funds or resources, directly with any place of payment (paying agent) for any of the Refunded Obligations, or with a trust company or commercial bank that does not act as a depository for the Issuer, and such deposit, if made before such payment dates and in sufficient amounts, shall constitute the making of firm banking and financial arrangements for the discharge and final payment of the Refunded Obligations; and WHEREAS, Chapter 1207 further authorizes the Issuer to enter into an escrow agreement with any such paying agent for any of the Refunded Obligations or trust company or commercial bank with respect to the safekeeping, investment, administration, and disposition of any such deposit, upon such terms and conditions as the Issuer and such paying agent may agree, provided that such deposits may be invested only in certain authorized investment (including, but not limited to direct obligations of the United States of America, including obligations the principal of and interest on which are unconditionally guaranteed by the United States of America), and which may be in book entry form, and which shall mature and/or bear interest payable at such times and in such amounts as will be sufficient to provide for the scheduled payment of principal and interest on the Refunded Obligations when due; and WHEREAS, the Bank of New York Mellon Trust Company, National Association, Dallas, Texas, is the Paying Agent/Registrar for those Refunded Obligations styled "Brazos County General Obligation Improvement Bonds, Series 2001" (the "Refunded Obligations") and Bank of America National Association is the Paying Agent/Registrar for "Brazos County Certificates of Obligation, Series 1998" CI vol. 19~ pg a8 8'. (the "Refunded Certificates") (the Refunded Bonds and the Refunded Certificates, herein the `Refunded Obligations"); and WHEREAS, the Escrow Agent is a trust company or commercial bank and does not act as depository for the Issuer, and this Agreement constitutes an escrow agreement of the kind authorized and required by Chapter 1207; and WHEREAS, Chapter 1207 makes it the duty of the Escrow Agent to comply with the terms of this Agreement and timely make available to the Paying Agents the amounts required to provide for the payment of the principal of and interest on such obligations when due, and in accordance with their terms, but solely from the funds, in the manner, and to the extent provided in this Agreement; and WHEREAS, the "Brazos County Limited Tax Refunding Bonds, Series 2009" (the "Refunding Obligations") have been issued for the purpose, among others, of obtaining the funds required to provide for the payment of the principal of the Refunded Obligations at their respective maturity dates or dates of redemption, the applicable redemption premium, and the interest thereon to such dates; and WHEREAS, the Issuer desires that, concurrently with the delivery of the Refunding Obligations to the purchasers thereof, certain proceeds of the Refunding Obligations, together with certain other available funds of the Issuer, if applicable, shall be applied to purchase certain direct obligations of the United States of America (hereinafter defined as the "Escrowed Securities") for deposit to the credit of the Escrow Fund created pursuant to the terms of this Agreement and to establish a beginning cash balance (if needed) in such Escrow Fund; and WHEREAS, the Escrowed Securities shall mature and the interest thereon shall be payable at such times and in such amounts so as to provide money which, together with cash balances from time to time on deposit in the Escrow Fund, will be sufficient to pay interest on the Refunded Obligations as it accrues and becomes payable and the principal of and redemption premium (as applicable) on the Refunded Obligations on their maturity dates or dates of redemption; and WHEREAS, to facilitate the receipt and transfer of proceeds of the Escrowed Securities, particularly those in book entry form, the Issuer desires to establish the Escrow Fund at the principal corporate trust office of the Escrow Agent. NOW, THEREFORE, in consideration of the mutual undertakings, promises, and agreements herein contained, the sufficiency of which hereby are acknowledged, and to secure the full and timely payment of principal of and the interest on the Refunded Obligations, the Issuer and the Escrow Agent mutually undertake, promise, and agree for themselves and their respective representatives and successors, as follows: ARTICLE I. DEFINITIONS AND INTERPRETATIONS Section 1.01. Definitions. Unless the context clearly indicates otherwise, the following terms have the meanings assigned to them below when they are used in this Agreement: "Code" means the Internal Revenue Code of 1986, as amended, or to the extent applicable the Internal Revenue Code of 1954, together with any other applicable provisions of any successor federal income tax laws. C, Vol. ? pg.--2-37 "Escrow Fund" means the fund created by this Agreement to be administered by the Escrow Agent pursuant to the provisions of this Agreement. "Escrowed Securities" means the direct noncallable, not pre-payable United States Treasury obligations and obligations the due timely payment of which is unconditionally guaranteed by the United States of America described in the Report or cash or other direct obligations of the United States of America substituted therefor pursuant to Article IV of this Agreement. Section 1.02. Other Definitions. The terms "Agreement," "Issuer," "Escrow Agent," "Refunded Obligations," Refunding Obligations," 'Report," and "Paying Agent," when they are used in this Agreement, shall have the meanings assigned to them in the preamble to this Agreement. The recitals set forth in the preamble hereof are incorporated herein and shall have the same force and effect as if set forth in this Section. Section 1.03. Interpretations. The titles and headings of the articles and sections of this Agreement have been inserted for convenience and reference only and are not to be considered a part hereof and shall not in any way modify or restrict the terms hereof. This Agreement and all of the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein and to achieve the intended purpose of providing for the refunding of the Refunded Obligations in accordance with applicable law. ARTICLE II. DEPOSIT OF FUNDS AND ESCROWED SECURITIES IN THE ESCROW FUND Concurrently with the sale and delivery of the Refunding Obligations, the Issuer shall deposit, or cause to be deposited, with the Escrow Agent, for deposit in the Escrow Fund, the funds and Escrowed Securities described in the Report, and the Escrow Agent shall, upon the receipt thereof, acknowledge such receipt to the Issuer in writing. ARTICLE III. CREATION AND OPERATION OF ESCROW FUND Section 3.01. Escrow Fund. The Escrow Agent has created on its books special funds and irrevocable escrows to be known as the "Brazos County, Texas Limited Tax Refunding Bonds, Series 2009 Escrow Fund" (the "Escrow Fund"), and within such fund the "Refunded Bonds Account" and the "Refunded Certificates Account" The Escrow Agent hereby agrees that upon receipt thereof it will irrevocably deposit to the credit of the Refunded Bonds Account the funds and the Escrowed Securities described in the Report. Such deposits, all proceeds therefrom, and all cash balances from time to time on deposit therein (a) shall be the property of the Escrow Fund, (b) shall be applied only in strict conformity with the terms and conditions of this Agreement, and (c) are hereby irrevocably pledged to the payment of the principal of, redemption premium, and interest on the Refunded Obligations, which payment shall be made by timely transfers of such amounts at such times as are provided for in Section 3.02 hereof. When the final transfers have been made for the payment of such principal of, redemption premium, and interest on the Refunded Obligations, any balance then remaining in the Escrow Fund shall be transferred to the Issuer, and the Escrow Agent shall thereupon be discharged from any further duties hereunder. Section 3.02. Payment of Principal and Interest. The Escrow Agent is hereby irrevocably instructed to transfer from the cash balances from time to time on deposit in the Escrow Fund, the amounts required to pay the principal of, and, as applicable, redemption premium on the Refunded Obligations at their respective maturity or redemption dates and interest thereon to such maturity or redemption dates in the amounts and at the times shown in the Report. C-3 vol. 2- Pg. a9 0 Section 3.03. Sufficiency of Escrow Fund. The Issuer represents that the successive receipts of the principal of and interest on the Escrowed Securities will assure that the cash balance on deposit from time to time in the Escrow Fund will be at all times sufficient to provide money.for transfer to the Paying Agent at the times and in the amounts required to pay the interest on the Refunded Obligations as such interest comes due and the principal of the Refunded Obligations as the Refunded Obligations mature or are redeemed, all as more fully set forth in the Report. If, for any reason, at any time, the cash balances on deposit or scheduled to be on deposit in the Escrow Fund shall be insufficient to transfer the amounts required by the Paying Agent to make the payments set forth in Section 3.02 hereof, the Issuer shall timely deposit in the Escrow Fund, from any funds that are lawfully available therefor, additional funds in the amounts required to make such payments. Notice of any such insufficiency shall be given as promptly as practicable as hereinafter provided, but the Escrow Agent shall not in any manner be responsible for any insufficiency of funds in the Escrow Fund or the Issuer's failure to make additional deposits thereto. Section 3.04. Trust Fund. The Escrow Agent shall hold at all times the Escrow Fund, the Escrowed Securities, and all other assets of the Escrow Fund wholly segregated from all other funds and securities on deposit with the Escrow Agent; it shall never allow the Escrowed Securities or any other assets of the Escrow Fund to be commingled with any other funds or securities of the Escrow Agent; and it shall hold and dispose of the assets of the Escrow Fund only as set forth herein. The Escrowed Securities and other assets of the Escrow Fund shall always be maintained by the Escrow Agent as trust funds for the benefit of the owners of the Refunded Obligations; and a special account thereof shall at all times be maintained on the books of the Escrow Agent. The owners of the Refunded Obligations shall be entitled to the same preferred claim and first lien upon the Escrowed Securities, the proceeds thereof, and all other assets of the Escrow Fund to which they are entitled as owners of the Refunded Obligations. The amounts received by the Escrow Agent under this Agreement shall not be considered as a banking deposit by the Issuer, and the Escrow Agent shall have no right to title with respect thereto except as an Escrow Agent under the terms of this Agreement. The amounts received by the Escrow Agent under this Agreement shall not be subject to warrants, drafts, or checks drawn by the Issuer or, except to the extent expressly herein provided, by the Paying Agent. Section 3.05. Security for Cash Balances. Cash balances from time to time on deposit in the Escrow Fund shall, to the extent not insured by the Federal Deposit Insurance Corporation or its successor, be continuously secured by a pledge of direct obligations of, or obligations unconditionally guaranteed by, the United States of America, having a market value at least equal to such cash balances. ARTICLE IV. LIMITATION ON INVESTMENTS Section 4.01. General Limitations. Except as provided in Sections 3.02, 4.02, 4.03, and 4.04 hereof, the Escrow Agent shall not have any power or duty to invest or reinvest any money held hereunder, or to make substitutions of the Escrowed Securities, or to sell, transfer or otherwise dispose of the Escrowed Securities. Section 4.02. Reinvestment of Certain Cash Balances in Escrow by Escrow Agent. In addition to the Escrowed Securities listed in the Report, the Escrow Agent shall reinvest cash balances shown in the Report in United States Treasury Obligations - State and Local Government Series with an interest rate equal to 0%, to the extent such Obligations are available from the Department of the Treasury. All such re-investments shall be made only from the portion of cash balances derived from the maturing principal of and interest on Escrowed Securities that are United States Treasury Certificates of C-4 Vol. a 7 pg. a Indebtedness, Notes, or Bonds - State and Local Government Series. All such re-investments shall be acquired on and shall mature on the dates shown on the Report. Section 4.03. Substitutions and Reinvestments. At the direction of the Issuer, the Escrow Agent shall reinvest cash balances representing receipts from the Escrowed Securities, make substitutions of the Escrowed Securities or redeem the Escrowed Securities and reinvest the proceeds thereof or hold such proceeds as cash, together with other money or securities held in the Escrow Fund provided that the Issuer delivers to the Escrow Agent the following: (I) an opinion of an independent certified public accountant or firm of certified public accountants that after such substitution or reinvestment the principal amount of the securities in the Escrow Fund (which shall be noncallable, not pre-payable direct obligations of the United States of America), together with the interest thereon and other available money, will be sufficient to pay, without further investment or reinvestment, as the same become due in accordance with the Report, the principal of, interest on, and redemption premium on the Refunded Obligations which have not previously been paid, and (Z) an unqualified opinion of nationally recognized municipal bond counsel to the effect that (a) such substitution or reinvestment will not cause the Refunded Obligations to be "arbitrage bonds" within the meaning of section 103 of the Code or the regulations thereunder in effect on the date of such substitution or reinvestment, or otherwise make the interest on the Refunded. Obligations subject to federal income taxation, and (b) such substitution or reinvestment complies with the Constitution and laws of the State of Texas and with all relevant documents relating to the issuance of the Refunded Obligations. The Escrow Agent shall have no responsibility or liability for loss or otherwise with respect to investments made at the direction of the Issuer. Section 4.04. Substitution for Escrowed Securities. Concurrently with the initial deposit by the Issuer with the Escrow Agent, but not thereafter, the Issuer, at its option, may substitute cash or non- interest-bearing direct noncallable and not pre-payable obligations of the United States Treasury (i.e., Treasury obligations which mature and are payable in a stated amount on the maturity date thereof, and for which there are no payments other than the payment made on the maturity date) (the "Substitute Obligations") for non-interest bearing Escrowed Securities, if any, but only if such Substitute Obligations (a) are in an amount, and/or mature in an amount, that is equal to or greater than the amount payable on the maturity date of the obligation listed in the Report for which such Substitute Obligation is substituted, (b) mature on or before the maturity date of the obligation listed in the Report for which such Substitute Obligation is substituted, and (c) produce the amount necessary to pay the interest on and principal of the Refunded Obligations, as set forth in the Report, as verified by a certified public accountant or a firm of certified public accountants. If concurrently with the initial deposit by the Issuer with the Escrow Agent, any such Substitute Obligations are so substituted for any Escrowed Securities, the Issuer may, at any time thereafter, C-5 vol. ► a-7 pg. a substitute for such Substitute Obligations the same Escrowed Securities for which such Substitute Obligations originally were substituted. Section 4.05. Arbitrage. The Issuer hereby covenants and agrees that it shall never request the Escrow Agent to exercise any power hereunder or permit any part of the money in the Escrow Fund or proceeds from the sale of Escrowed Securities to be used directly or indirectly to acquire any securities or obligations if the exercise of such power or the acquisition of such securities or obligations would cause any Refunding Obligations or Refunded Obligations to be an "arbitrage bond" within the meaning of the Code. ARTICLE V. APPLICATION OF CASH BALANCES Except as provided in Sections 3.02, 4.02, 4.03, and 4.04 hereof, no withdrawals, transfers, or reinvestment shall be made of cash balances in the Escrow Fund. ARTICLE VI. RECORDS AND REPORTS Section 6.01. Records. The Escrow Agent will keep books of record and account in which complete and correct entries shall be made of all transactions relating to the receipts, disbursements, allocations, and application of the money and Escrowed Securities deposited to the Escrow Fund and all proceeds thereof, and such books shall be available for inspection at reasonable hours and under reasonable conditions by the Issuer and the owners of the Refunded Obligations. Section 6.02. Reports. While this Agreement remains in effect, the Escrow Agent annually shall prepare and send to the Issuer a written report summarizing all transactions relating to the Escrow Fund during the preceding year, including, without limitation, credits to the Escrow Fund as a result of interest payments on or maturities of the Escrowed Securities and transfers from the Escrow Fund for payments on the Refunded Obligations or otherwise, together with a detailed statement of all Escrowed Securities and the cash balance on deposit in the Escrow Fund as of the end of such period. ARTICLE VII. CONCERNING THE PAYING AGENT AND ESCROW AGENT Section 7.01. Representations. The Escrow Agent hereby represents that it has all necessary power and authority to enter into this Agreement and undertake the obligations and responsibilities imposed upon it herein, and that it will carry out all of its obligations hereunder. Section 7.02. Limitation on Liability. The liability of the Escrow Agent to transfer funds for the payment of the principal of and interest on the Refunded Obligations shall be limited to the proceeds of the Escrowed Securities and the cash balances from time to time on deposit in the Escrow Fund. Notwithstanding any provision contained herein to the contrary, none of the Escrow Agent or the Paying Agents shall have any liability whatsoever for the insufficiency of funds from time to time in the Escrow Fund or any failure of the obligors of the Escrowed Securities to make timely payment thereon, except for the obligation to notify the Issuer as promptly as practicable of any such occurrence. The recitals herein and in the proceedings authorizing the Refunding Obligations shall be taken as the statements of the Issuer and shall not be considered as made by, or imposing any obligation or liability upon, the Escrow Agent. The Escrow Agent is not a party to the respective proceedings of the Issuer authorizing the Refunding Obligations and is not responsible for nor bound by any of the provisions C-6 - Vol. a Pg.------ thereof. In its capacity as Escrow Agent, it is agreed that the Escrow Agent need look only to the terms and provisions of this Agreement. The Escrow Agent makes no representations as to the value, conditions, or sufficiency of the Escrow Fund, or any part thereof, or as to the title of the Issuer thereto, or as to the security afforded thereby or hereby, and the Escrow Agent shall not incur any liability or responsibility in respect to any of such matters. It is the intention of the parties hereto that the Escrow Agent shall never be required to use or advance its own funds or otherwise incur personal financial liability in the performance of any of its duties or the exercise of any of its rights and powers hereunder. The Escrow Agent shall not be liable for any action taken or neglected to be taken by it in good faith in any exercise of reasonable care and believed by it to be within the discretion or power conferred upon it by this Agreement, nor shall the Escrow Agent be responsible for the consequences of any error of judgment; and the Escrow Agent shall not be answerable except for its own action, neglect or default, nor for any loss unless the same shall have been through its negligence or willful misconduct. Unless it is specifically otherwise provided herein, the Escrow Agent has no duty to determine or inquire into the happening or occurrence of any event or contingency or the performance or failure of performance of the Issuer with respect to arrangements or contracts with others, with the Escrow Agent's sole duty hereunder being to safeguard the Escrow Fund, to dispose of and deliver the same in accordance with this Agreement. If, however, the Escrow Agent is called upon by the terms of this Agreement to determine the occurrence of any event or contingency, the Escrow Agent shall be obligated, in making such determination, only to exercise reasonable care and diligence, and in event of error in making such determination the Escrow Agent shall be liable only for its own willful misconduct or its negligence. In determining the occurrence of any such event or contingency the Escrow Agent may request from the Issuer or any other person such reasonable additional evidence as the Escrow Agent in its discretion may deem necessary to determine any fact relating to the occurrence of such event or contingency, and in this connection may make inquiries of, and consult with, among others, the Issuer at any time. Section 7.03. Compensation. (a) Concurrently with the sale and delivery of the Refunding Obligations, the Issuer shall pay to the Escrow Agent, as a fee for performing the services hereunder and for all expenses incurred or to be incurred by the Escrow Agent in the administration of this Agreement, the amount of $300, the sufficiency of which is hereby acknowledged by the Escrow Agent. In the event that the Escrow Agent is requested to perform any extraordinary services hereunder, the Issuer hereby agrees to pay reasonable fees to the Escrow Agent for such extraordinary services and to reimburse the Escrow Agent for all expenses incurred by the Escrow Agent in performing such extraordinary services, and the Escrow Agent hereby agrees to look only to the Issuer for the payment of such fees and reimbursement of such expenses. The Escrow Agent hereby agrees that in no event shall it ever assert any claim or lien against the Escrow Fund for any fees for its services, whether regular or extraordinary, as Escrow Agent, or in any other capacity, or for reimbursement for any of its expenses. (b) Upon receipt of the aforesaid specific sums stated in subsection (a) of this Section 7.03 for Escrow Agent fees, expenses, and services, the Escrow Agent shall acknowledge such receipt to the Issuer in writing. (c) To the extent permitted by law, the Issuer agrees to indemnify the Escrow Agent for, and hold it harmless against, any loss, liability, or expense incurred without negligence or bad faith on its part, C-7 Vol. Pg. 1 arising out of or in connection with its acceptance or administration of its duties hereunder, including the cost and expense against any claim or liability in connection with the exercise or performance of any of its powers or duties under this Agreement. Section 7.04. Successor Escrow Agents. If at any time the Escrow Agent or its legal successor or successors should become unable, through operation or law or otherwise, to act as escrow agent hereunder, or if its property and affairs shall be taken under the control of any state or federal court or administrative body because of insolvency or bankruptcy or for any other reason, a vacancy shall forthwith exist in the office of Escrow Agent hereunder. In such event the Issuer, by appropriate action, promptly shall appoint an Escrow Agent to fill such vacancy. If no successor Escrow Agent shall have been appointed by the Issuer within 60 days, a successor may be appointed by the owners of a majority in principal amount of the Refunded Obligations then outstanding by an instrument or instruments in writing filed with the Issuer, signed by such owners or by their duly authorized attorneys-in-fact. If, in a proper case, no appointment of a successor Escrow Agent shall be made pursuant to the foregoing provisions of this section within three months after a vacancy shall have occurred, the Escrow Agent or the owner of any Refunded Obligation may apply to any court of competent jurisdiction to appoint a successor Escrow Agent. Such court may thereupon, after such notice, if any, as it may deem proper, prescribe and appoint a successor Escrow Agent. Any successor Escrow Agent shall be: (i) a corporation, bank, or banking association organized and doing business under the laws of the United States or the State of Texas; (ii) be authorized under such laws to exercise corporate trust powers; (iii) be authorized under Texas law to act as an escrow agent; (iv) have its principal office and place of business in the State of Texas; (v) have a combined capital and surplus of at least $5,000,000; and (vi) be subject to the supervision or examination by Federal or State authority. Any successor Escrow Agent shall execute, acknowledge, and deliver to the Issuer and the Escrow Agent an instrument accepting such appointment hereunder, and the Escrow Agent shall execute and deliver an instrument transferring to such successor Escrow Agent, subject to the terms of this Agreement, all the rights, powers and trusts of the Escrow Agent hereunder. Upon the request of any such successor Escrow Agent, the Issuer shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor Escrow Agent all such rights, powers and duties. The Escrow Agent at the time acting hereunder may at any time resign and be discharged from the trust hereby created by giving not less than 60 days' written notice to the Issuer and publishing notice thereof, specifying the date when such resignation will take effect, in a newspaper printed in the English language and with general circulation in New York, New York, such publication to be made once at least three weeks prior to the date when the resignation is to take effect. No such resignation shall take effect unless a successor Escrow Agent shall have been appointed by the owners of the Refunded Obligations or by the Issuer as herein provided and such successor Escrow Agent shall be qualified under Chapter 1207 and shall have accepted such appointment, in which event such resignation shall take effect immediately upon the appointment and acceptance of a successor Escrow Agent. Under any such circumstances, the Escrow Agent shall pay over to its successor Escrow Agent proportional parts of the Escrow Agent's fee paid thereto by the Issuer hereunder. Section 7.05. Paying Agents for Refunded Obligations. The Paying Agents described in the preamble have heretofore individually contracted with the Issuer to act as paying agent relative to the C-8 vol. 7 Pg. a9s Refunded Bonds and the Refunded Certificates, have each received notice of redemption of the Refunded Bonds and the Refunded Certificates, and have agreed to continue to fully perform and carry out all of the normal and customary duties as paying agent for the Refunded Bonds and the Refunded Certificates for so long as the same remain unpaid, including, but not limited to, making payments of interest as the same shall become due and principal, at maturity or upon prior redemption, and redemption premium (as applicable) to the owners and holders of the Refunded Bonds and the Refunded Certificates, in accordance with the respective orders of the Issuer authorizing the respective issuances of the Refunded Bonds and the Refunded Certificates, and to apply all funds transferred to it pursuant to Section 3.02 hereof solely for the purpose of paying the principal of, redemption premium (as applicable), and interest on the Refunded Bonds and the Refunded Certificates in the manner provided herein; provided, however, that in the event that either of the Paying Agents, acting in their respective capacities as paying agents relative to the Refunded Bonds and the Refunded Certificates, are requested to perform any extraordinary services in such respect and, as a result thereof, any other fees, expenses, or charges of any kind or character become due and payable by the Issuer to the affected Paying Agent, as paying agent relative to the Refunded Bonds and the Refunded Certificates, the Issuer agrees to pay to said Paying Agent, from a lawfully available source (specifically excluding funds on deposit in the Escrow Fund) reasonable fees for such extraordinary services performed and to reimburse said Paying Agent for expenses incurred, if any, in connection with such extraordinary services. ARTICLE VIII. MISCELLANEOUS Section 8.01. Notice. Any notice, authorization, request, or demand required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given when mailed by registered or certified mail, postage prepaid addressed to the Issuer or the Escrow Agent at the address shown on Exhibit A attached hereto. The United States Post Office registered or certified mail receipt showing delivery of the aforesaid shall be conclusive evidence of the date and fact of delivery. Any party hereto may change the address to which notices are to be delivered by giving to the other parties not less than ten days prior notice thereof. Section 8.02. Termination of Responsibilities. Upon the taking of all the actions as described herein by the Escrow Agent, the Escrow Agent shall have no further obligations or responsibilities hereunder to the Issuer, the owners of the Refunded Obligations or to any other person or persons in connection with this Agreement. Section 8.03. Binding Agreement. This Agreement shall be binding upon the Issuer and the Escrow Agent and their respective successors and legal representatives, and shall inure solely to the benefit of the owners of the Refunded Obligations, the Issuer, the Escrow Agent and their respective successors and legal representatives. Section 8.04. Severability. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, but this Agreement shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein. Section 8.05. Texas Law Governs. This Agreement shall be governed exclusively by the provisions hereof and by the applicable laws of the State of Texas. C-9 voi. 197 Pg. a Section 8.06. Time of the Essence. Time shall be of the essence in the performance of obligations from time to time imposed upon the Escrow Agent by this Agreement. Section 8.07. Effective Date of Agreement. This Agreement shall be effective upon receipt by the Escrow Agent of the funds described in the Report and the Escrowed Securities, together with the specific sums stated in subsections (a) and (b) of Section 7.03 for Escrow Agent and paying agency fees, expenses, and services. Section 8.08. Amendments. This Agreement shall not be amended except to cure any ambiguity or formal defect or omission in this Agreement. No amendment shall be effective unless the same shall be in writing and signed by the parties thereto. No such amendment shall adversely affect the rights of the holders of the Refunded Obligations. C-10 Vol.__ _ a_ Pg._ Section 8.09. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original for all purposes, and all counterparts shall together constitute one and the same instrument. EXECUTED as of the date first written above. BRAZOS COUNTY, TEXAS By- County Judge ATTEST: County Clerk (SEAL) U.S. BANK NATIONAL ASSOCIATION as Escrow Agent hereunder By: Title: ATTEST: By: Title SIGNATURE PAGE TO ESCROW AGREEMENT ~o~. 1 a Pg.=- EXI3IBIT A Addresses of the Issuer and Escrow Agent and the Paying Agents ISSUER Brazos County, Texas 300 East 26" Street, Suite 114 Bryan, Texas 77803 Attention: County Auditor ESCROW AGENT U.S. Bank National Association 5555 San Felipe, Suite 1100 Houston, Texas 77056 Attention: Mr. Israel Lugo REFUNDED BONDS PAYING AGENT Bank of New York Mellon Trust Company, National Association 2001 Bryan Street, I 1 ih Floor Dallas, Texas 75201 Attention: Ms. Rosalyn Davis REFUNDED CERTIFICATES PAYING AGENT Bank of America 500 West 7"' Street, Unit 36 Fort Worth, Texas 76102 Attention: Ms. Glenda Beasley Mr. Michael Feist A-1 Vol. Pg EXHIBIT B Verification Report of [Ingram, Wallace & Company] B-I '300 vot. I ~7 Pg. EXHIBIT D Description of Annual Financial Information The following information is referred to in Section 17 of this Order Annual Financial Statements and Operating Data. The financial information and operating data with respect to the County to be provided annually in accordance with such Section are as specified (and under the headings of the Official Statement referred to) below: (a) the portions of the audited financial statements of the County included in the Official Statement, but for the County's most recently concluded fiscal year, and, to the extent that such statements are not completed and available, unaudited financial statements for such fiscal year; (b) the tables or schedules in the Official Statement under the heading "TAX DATA". Accounting Principles The accounting principles referred to in such Section are the accounting principles described in the notes to the financial statements attached to the Official Statement as Appendix A, as such principles may be changed from time to time to comply with state law or regulation. D-1 San-Antonio-1\6321 1\5 41;6i-1 10/21/2001) ~301 Pg' 6 AIA Document A101" - 2007 Standard Form of Agreement Between Owner and Contractor where the basis of payment is a Stipulated Sum AGREEMENT made as of the Fourteenth day of October in the year Two Thousand Nine (In words, indicate day, month and year) ADDITIONS AND DELETIONS: The author of this document has BETWEEN the Owner: added information needed for its (Name, legal status, address and other information) completion. The author may also have revised the text of the original County of Brazos AIA standard form, An Additions and 200 South Texas Avenue, Suite 332 Deletions Report that notes added Bryan, Texas 77803 information as well as revisions to the standard form text is available from the author and should be reviewed. A vertical line in the left and the Contractor: margin of this document indicates (Name, legal status, address and other information) where the author has added necessary information and where Collier Construction Inc. the author has added to or deleted PO Box 1889 from the original AIA text. Brenham, Texas 77834 This document has important legal Telephone Number: 979-836-4477 consequences. Consultation with an Fax Number: 979-836-4940 attorney is encouraged with respect to its completion or modification. for the following Project: AIA Document A201 r -2007, (Name, location and detailed description) General Conditions of the Contract for Construction, is adopted in this Expansion of Brazos County Exposition Center Phase H document by reference. Do not use 5827 Leonard Road with other general conditions unless Bryan, Texas 77807 this document is modified. Sitework - parking for 168 cars 87,100 sf PEMB - 700 seat covered Arena 65,000 sf PEMB - Stall Bam 14,750 sfPEMB - Covered Connection MEP and associated modifications to existing Covered Arena and Stal Bam Alternates: 31,500 sf Covered Warm Up Arena 500 ft Road Extension 7,200 sf Exhibit Hall Expansion - Two Bay 14,400 sf Exhibit Hall Expansion - Four Bay 32 RV Pedestals and Striping 30 RV Parking Spaces and Pedestals The Architect: (Name, legal status, address and other information) Jim Singleton Architects 1711 Cavitt Avenue Bryan, Texas 77801 Telephone Number: 979-779-5757 Init. AIA Document A101-- 2007. Copyright m 1915, 1918,192S, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997 and 2007 by The Amencan Institute of Architects. All rights reserved. WARNING: This AIAe Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any potion of it, may result in se 1antl criminal penalties, and will be prosecuted to the l maximum extent possible under th ~law„This docurr~nty.~ey produced by"A software at 10/15/2009 under order No.8675312638 1 which expires on 0 910 9/2 01 0, and is not for rj~ l OL t CQ User Notes: (1282829935) The Owner and Contractor agree as follows. AIA Document A101 ra - 2007. Copyright G 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997 and 2007 by The American Init. Institute of Architects. All rights reserved. WARNING: This AIAs Document is protected by U.B. Copyright Law and International Treaties. Unauthorized 2 reproduction or distribution of this Ale Document, or any portion of it, may result in severe rvil and criminal penalties, and will be prosecuted to the / maximum extent possible under the law. This document w a p aced by AIA s°~ re at 17:49 115/2009 under Order No.8675312638_1 which expires on 09/09/2010, and is not for resale. VO'. ' rg. JJJ User Notes: l C (1282829935) TABLE OF ARTICLES 1 THE CONTRACT DOCUMENTS 2 THE WORK OF THIS CONTRACT 3 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION 4 CONTRACT SUM 5 PAYMENTS 6 DISPUTE RESOLUTION 7 TERMINATION OR SUSPENSION 8 MISCELLANEOUS PROVISIONS 9 ENUMERATION OF CONTRACT DOCUMENTS 10 INSURANCE AND BONDS ARTICLE 1 THE CONTRACT DOCUMENTS The Contract Documents consist of this Agreement, between the Owner and Contractor, Conditions of the Contract General Conditions AIA Document A201-2007 as modified by the Owner (referred to in the Contract Documents as the "General Conditions"), Supplementary and other Conditions of the Contract, Drawings, Schedules, Specifications, Addenda issued prior to execution of this Agreement, other documents listed in this Agreement for the construction of the: Expansion of the Brazos County Exposition Complex, Phase II (Bid No. 2009-19), Contractors Proposal in response to the Bid (hereinafter, 'Proposal') and written Modifications to such proposal accepted by the Owner, if any; Amendments to the Contractor's Proposal, if any; other documents listed in this Agreement and modifications issued after execution of this Agreement, The Contract Documents are fully incorporated as a part of the Contract and is attached to the Agreement or repeated herein. An enumeration of the Contract Documents, other than a Modification, appears in Article 9. § 1.2 The Contract Documents form the Contract for Construction (hereinafter, "Contract"). The Contract represents the entire and integrated agreement relating to the subject matter hereof between the parties hereto and supersedes any and all prior negotiations, representations, or agreements concerning the subject matter hereof whether written or oral, between the parties. Each party acknowledges that the other party, or anyone acting on behalf of the other party has made no representations, inducements, promises or agreements, orally or otherwise, unless such representations, inducements, promises, or agreements are embodied in the Contract, expressly or by incorporation. The Contract Documents shall be construed in accordance with the laws of the State of Texas, and venue for any legal action relating to the Contract Documents or the Work shall be in the Brazos County, Texas. The Contract Documents shall not be construed to create a contractual relationship of any kind (1) between the Architect and the Contractor, (2) between the Owner and a Subcontractor or Sub-subcontractor, (3) between the Owner and the Architect, or (4) between any persons or entities other than the Owner and the Contractor. § 1.3 Except as otherwise provided for herein, the Contract Documents may be amended or modified only by a Modification. A Modification is: (1) a written amendment to the Contract agreed to and executed by both parties; (2) a Change Order; (3) a Construction Change Directive; or (4) a written order for a minor change in the Work issued by the Owner. ARTICLE 2 THE WORK OF THIS CONTRACT The Contractor shall fully execute the Work described in the Contract Documents, except to the extent specifically indicated in the Contract Documents to be the responsibility of others. AIA Document A101" - 2007. Copyright m 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1967, 1991, 1997 and 2007 by The American ^rL Institute of Architects. All rights reserved. WARNING: This Al a Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 3 reproduction or distribution of this AIAs Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the / maximum extent possible under the law. This document wasp duced by AIA software at 17:49:01 on 10/1 /2 User Notes: Vol. 009 under Order No.8675312638 1 which e~ires on 09109/2010, and is not for resale. ~a? Pg (1282829935) t7 ARTICLE 3 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION § 3.1 The date of commencement (hereinafter, "Commencement Date") of the Work shall be the date of this Agreement unless a different date is stated below or provision is made for the date to be fixed in a notice to proceed issued by the Owner. (Insert the date of commencement if it diers from the date of this Agreement or, if applicable, state that the date will be fixed in a notice to proceed) The Commencement Date shall be fixed in a Notice to Proceed issued by the Owner, after formal approval of the Contract by the Brazos County Commissioners Court (hereinafter "Commissioners Court") The Contractor must commence Work on the Project no later than fifteen (15) days after the date of the award of the Contract to Contractor by the Commissioners Court or as established in a notice to proceed issued by the Owner, whichever occurs later The fifteen (15) days are to allow the Contractor time to obtain the required bonds and insurance and submit such documentation to the Owner and to schedule the required resources to begin Work on the Project. . a- X prior to the commencement date of the Work, the Owner requires time to file mortgages, documents related to mechanic's liens, and documents related to other security interests, the Owner's time requirement shall be as follows: --§:a.-2-The Contract Time shall be measured from the commencement date, subject to adjustments of the Contract Time as provided in the Contract Documents. The term "Day" in the Contract Documents shall mean Calendar Day. § 3.3 The Contractor shall achieve Substantial Completion of the entire Work not later than Two hundred ninety-nine (299 ) calendar days from the commencement date, or as follows: (Insert number ofcalendar days. Alternatively, a calendar date may be used when coordinated with the date of commencement. If appropriate, insert requirements for earlier Substantial Completion of certain portions of the Work) All of the Contractor's Work shall be substantially complete no later than Two Hundred Ninety Nine (299) calendar days from the Commencement Date. The Contractor understands that the Owner will suffer financial loss if the Work is not substantially complete on the date set forth in the Contract Documents. The parties agree and acknowledge that damages to the Owner that will be caused by a failure to substantially complete the Work by the date set forth in the Contract Documents is difficult to ascertain. Should the Contractor fail to achieve Substantial Completion on or before the days listed herein, or such dates thereafter as may be established in any written extensions of time granted by the Owner and/or Architect, the Contractor shall be assessed liquidated damages in the amount of Five Hundred Dollars and Zero Cents. ($500.00) per day for each day thereafter until substantial completion is achieved. The Contractor and Contractor's surety are liable for and will be required to pay the Owner the stipulated and fixed sums described herein as liquidated damages for each calendar day until the Work is Substantially Complete. The parties intend for the liquidated damage amount set forth in the Contract Documents to be an estimate or reasonable forecast of the damages the Owner will suffer for Contractor's failure to substantially complete the Work by the date set forth in the Contract Documents and such is not intended to be a penalty. The Owner, in its sole discretion, may deduct and/or subtract such liquidated damages from any amounts due and payable to the Contractor upon notice thereof. Notwithstanding any provisions contained herein, the liquidated damages provisions described herein are limited to damages arising from the Contractor's failure to achieve Substantial Completion by the dates set forth in the Contract Documents and shall not preclude pursuit of any other remedies provided for in the Contract Documents or any other remedies provided by law or equity, except for damages arising from the Contractor's failure to achieve Substantial Completion by the dates set forth in the Contract Documents, nor shall pursuit of such liquidated damages provided for herein constitute a forfeiture or waiver of any other obligation of the Contractor hereunder or of any other damages accruing by reason of the Contractor's breach of this Agreement. Portion of Work Substantial Completion Date Init. AIA Document A101-- 2007. Copyright ®1915, 1918, 1925, 1® 37, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997 and 2D07 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 4 reproduction or distribution of this AIA° Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the t maximum extent possible under the law. This document was~produ by ALA software at 17:49:01 on 100/15/2009 under Order No. 8675312638_1 which expires on 09/09/2010, and is not for resale. VOL ► ;l / pg -3 w (12gpg2gg35) User Notes: ~~1l1~ p subject to adjustments of this Contract Time as provided in the Contract Documents. (Insenprovisions, if airy, for liquidated damages relating to failure to achieve Substantial Completion on time or for bonus payments for early completion of the Work) ARTICLE 4 CONTRACT SUM § 41 The Owner shall pay the Contractor the Contract Sum in current funds for the Contractor's performance of the Contract. The Contract Sum shall be Eight Million Seventy-one Thousand Dollars and Zero Cents 8,071,000.00 subject to additions and deductions as provided for in the Contract Documents. The Contract Sum may only be changed by a Modification that is formally approved by the Commissioners Court. § 4.2 The Contract Sum is based upon the following Base Proposal and alternates, if any, which are described in the Contract Documents and are hereby accepted by the Owner: (State the numbers or other identification of accepted alternates. If the bidding or proposal documents permit the Owner to accept other alternates subsequent to the execution of this Agreement, attach a schedule of such other alternates showing the amount for each and the date when that amount expires.) Base Proposal $6,225,000.00 Alternate No. 1: " Covered Warm Up Arena" $ 812,000.00 Alternate No. 2: "Road Extension" $ 61,000.00 Alternate No. 3: "Exhibit Hall Expansion - Two Bay" $ 375,000.00 Alternate No. 4: "Exhibit Hall Expansion - Four Bay $ 319,000.00 Alternate No. 5: "32 RV Pedestals and Striping $ 57,000.00 Alternate No. 6: "30 RV Spaces and Pedestals" $ 222,000.00 Contract Sum 8,071,000.00 § 4.3 Unit prices, if any: (Identify and state the unitprice; state quantity limitations, if any, to which the unit price will be applicable.) Item Units and Limitations Price Per Unit ($0.00) none § 4.4 Allowances included in the Contract Sung if any: are contained in the Project Specification Section 01 2100 (Allowances) as approved by the Owner. (Identify allowance and state exclusions, ifarry, from the allowance price.) Item Price A. Door Hardware Allowance $ 30,000.00 B. Contingency Allowance $300,000.00 C. Inspecting & Testing Allowance $ 25,000.00 D. HVAC Test/Balance Allowance $ 12,000.00 E. Irrigation/ Landscape Allowance $ 65,000.00 F. Carpet Allowance $35.00/pa sq.yd for Purchase and Installation of Carpet Tile Expenditures from Allowances shall be made by Allowance Expenditure Authorizations (AEA) and shall be considered as "written order for minor changes in the work" per section 1.3 above. 4.5 Assumptions, if any, on which the Contract Sum include representations contained in the Contractors Proposal to Brazos Cour1}Vb R1-P 20og-14, 4.6 Changes/ in the Work 4.6.1 Changes in the Work may be accomplished by any of the methods listed in Article 7 of the General Conditions, modified by the Owner. ARTICLE 5 PAYMENTS § 5.1 PROGRESS PAYMENTS § 5.1.1 Based upon Applications for Payment submitted to the Architect by the Contractor and Certificates for Payment issued by the Architect, the Owner shall make progress payments on account of the Contract Sum to the Contractor as provided below and elsewhere in the Contract Documents. Inlt AIA Document A101--2007. Copyrght m 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This A10 Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 5 reproduction or distribution of this A10 ° Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the aximum extent ires on 0910912010, possible snot for res le a This{Ipcyment was p u by ALA software pg. 17:49:01 oP 10/1512009 under Order No.8675312638_7 which 1,01 User Notes: VOl ' 3 (1282829935) t exp § 5.1.2 The period covered by each Application for Payment shall be one (1) calendar month ending on the last day of the month,(hereinafter, "Application Date" or as follows: § 5.1.3 An Application for Payment must be received and cer*fted by the Architect not later than the Application Date fixed above. The Owner shall make payment to the Contractor not later than thirty 30 calendar days after the Owner receives the Application for Payment. Payment is deemed "made "when the check for the payment is mailed to the Contractor in accordance with the Owner's financial policies and procedures § 5.1.4 Each Application for Payment shall be based on the most recent schedule of values submitted by the Contractor in accordance with the Contract Documents. The schedule of values shall allocate the entire Contract Sum among the various portions of the Work. The schedule of values shall be prepared in such form and supported by such data to substantiate its accuracy as the Owner after consultation with the Architect, may require.. This schedule of values, unless objected to by the Owner, shall be used as a basis for reviewing the Contractor's Applications for Payment. The Owner shall have final review and approval of each Application for Payment. § 5.1.5 Applications for Payment shall show the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment. 5.1.5.1 In taking action on the Contractor's Applications for Payment, the Owner shall be entitled to rely on the accuracy and completeness of the information furnished by the Contractor and shall not be deemed to have made a detailed examination, audit, or arithmetic verification of the documentation submitted in accordance with Section 5.1.4 , or other supporting data; to have made exhaustive or continuous on-site inspections; or to have made examinations to ascertain how or for what purposes the Contractor has used amounts previously paid on account of the Agreement. Such examinations, audits, and verifications, if required by the Owner, will be performed by the Owner's accountants acting in the sole interest of the Owner at the Owner's sole discretion. 5.1.5.2Except with the owner's prior written approval, the Contractor shall not make advance payments to suppliers for materials or equipment that have not been delivered and stored at the site or otherwise stored in accordance with Section 5.1.6 below. § 5.1.6 Subject to other provisions of the Contract Documents, the amount of each progress payment shall be computed as follows: .1 Take that portion of the Contract Sum properly allocable to completed Work as determined by multiplying the percentage completion of each portion of the Work by the share of the Contract Sum allocated to that portion of the Work in the schedule of values, less retainage of five percent ( 5% Pending final determination of cost to the Owner of changes in the Work, amounts not in dispute shall be included as provided in Section 7.3.9 of AIA Document A201TM-2007, General Conditions, modified by the Owner; .2 Add that portion of the Contract Sum properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the completed construction (or, if approved in advance by the Owner, suitably stored off the site at a location agreed upon in writing), less retainage of five percent ( 5 .3 Subtract the aggregate of previous payments made by the Owner; and 4 Subtract amounts, if any, for which the Architect has withheld or nullified a Certificate for Payment as provided in Section 9.5 of AIA Document A201-2007 General Conditions, modified by the Owner. § 5.1.7 The progress payment amount determined in accordance with Section 5.1.6 shall be further modified under the following circumstances: .1 Add, upon Substantial Completion of the Work, a sum sufficient to increase the total payments to the full amount of the Contract Sum, less such amounts as the Architect shall determine for incomplete Work, retainage applicable to such work and unsettled claims; and AIA Document A101- - 2007. Copyright ®1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997 and 2007 by The American Init. Institute of Architects. All rights reserved. WARNING: This AIA° Document is protected by U.S. Copyright Law and International Trestles. Unauthorized 6 reproduction or distribution of this AIAe Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. TlysrdO ment waf yAlA solftat 17:49:0 on 10/15 r Order No. 8675312638 1 which elgrires on 09/092010, and is not for resale. 1 ~7 User Notes: (1282829935) i (Section 9.8.5 ofAL4 Document A201-2007, General Conditions, as modified by the Owner, requires release of applicable retainage upon Substantial Completion of Work with consent of surety, if any.) .2 Add, if final completion of the Work is thereafter materially delayed through no fault of the Contractor, any additional amounts payable in accordance with Section 9.10.3 of AIA Document A201-2007, General Conditions, as modified by the Owner. § 5.1.8 Reduction or limitation of retainage, if any, shall be as follows: (If it is intended prior to Substantial Completion of the entire Work, to reduce or limit the retainage resultingfrom the percentages inserted in Sections 5.1.6.1 and 5.1.6.2 above, and this is not explained elsewhere in the Contract Documents, insert here provisions for such reduction or limitation.) § 5.1.9 Except with the Owner's prior written approval, payments for the Work shall be subject to retainage of not less than Five percent (5%). The Owner and the Contractor shall agree on a mutually acceptable procedure for review and approval of payments and retention Subcontractors, Sub-subcontractors, and suppliers. - § 5.2 FINAL PAYMENT § 5.2.1 Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the Contractor when .1 the Contractor has fully performed the Contract except for the Contractor's responsibility to correct Work as provided in Section 12.2.2 of AIA Document A201-2007, and to satisfy other requirements, if any, which extend beyond final payment; and .2 a final Certificate for Payment has been issued by the Owner. § 522 The Owner's final payment to the Contractor shall be made no later than Thirty (30 ) calendar days after the issuance of the Owner's final Certificate for Payment Notwithstanding the foregoing, the Contractor understands and agrees that final payment to the Contractor is contingent upon formal approval of the Commissioners Court. ARTICLE 6 DISPUTE RESOLUTION § 6.1 (Paragraphs deleted) Deleted § 6.2 BINDING DISPUTE RESOLUTION For any Claim subject to, but not resolved by, mediation pursuant to Section 15.3 of AIA Document A201-2007, the method of binding dispute resolution shall be as follows: (Check the appropriate box. If the Owner and Contractor do not select a method of binding dispute resolution below, or do not subsequently agree in writing to a binding dispute resolution method other than litigation, Claims will be resolved by litigation in a court of competentjurisdiction.) [ ] Arbitration pursuant to Section 15.4 of AIA Document A201-2007 [X ] Litigation in a court of competent jurisdiction [ ] Other (Specify) ARTICLE 7 TERMINATION OR SUSPENSION § 7.1 The Contract may be terminated by the Owner or the Contractor as provided in Article 14 of AIA Document A201-2007 General Conditions, as modified by the Owner. § 7.2 The Work may be suspended by the Owner as provided in Article 14 of AIA Document A201-2007General Conditions, as modified by the Owner. AIA Document A101-- 2007. Copyright ®1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997 and 2007 by The American Ink. Institute of Architects. All rights reserved. WARNING: This AIAs Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 7 reproduction or distribution of this AIA` Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the / maximum extent possible under the law. Th' ument was produced by AIA s 117:49: 01 on 10/1.512009 under Order No. 8675312638_1 which expires on 0 9/0 91201 0, and is not for roasts. x+~• User Notes: I X7 3i Q8 (1282829935) ARTICLE 8 MISCELLANEOUS PROVISIONS § 8.1 Where reference is made in this Agreement to a provision of AIA Document A201-2007 General Conditions, as modified by the Owner, or another Contract Document, the reference refers to that provision as amended or supplemented by other provisions of the Contract Documents. / § 8.2 Payments due and unpaid under the Contract shall bear interest as provided by law under the Contract Documents . (Insert rate of interest agreed upon, if any.) J 590 ,M % per annum § 8.3 The Owner's Designated Representative is: (Name, address and other information) Pat Howard, Director of Purchasing 200 South Texas Avenue, Suite 332 Bryan, Texas 77803 Phone: 979-361-4291 The Owner's Designated Representative, identified above, shall be authorized to act on the Owner's behalf with respect to the Project and shall be deemed to have the authority to issue, execute, grant, or provide any approvals, requests, notices or other communications required by the Contract Documents or requested by the Contractor. This authority does not include the authority to amend or modify the Contract, except the Owners Designated Representative does have the authority, if required by the contract documents, to sign Construction Change Directives and for Minor Changes in the Work, per section 1.3 above. § 8.4 The Contractor's representative: (Name, address and other information) Larry Eder, Project Manager Collier Construction Inc. PO Box 1889 Brenham, Texas 77834-1889 The Contractor's Representative identified above shall be authorized to act on the Contractor's behalf with respect to the Project and shall be deemed to have the authority to issue, execute, grand or provide any approvals, requests, notices or other communications required by the Contract Documents or requested by the Architect/ Owner. This authority does not include the authority o amend or modify the Contract. § 8.5 Neither the Owner's Designated Representative nor the Contractor's Designated representative shall be changed without ten (10) days written notice to the other party. Notwithstanding the foregoing, the Owner may, in its sole discretion, require the Contractor to replace its representative with an employee of equal experience and competence upon request by the Owner if the Contractor's Representative is unsatisfactory or unacceptable to the Owner. The Owner's Designated Representative and the Contractor's Designated Representative shall act as the primary point of contact between the parties. To the maximum extent practicable, communications between the parties shall be through the Owner's Designated Representative and the Contractor's Designated Representative, unless otherwise provided for herein. 8.60ther rovisions' 'c the ii~e.n4 0 an Comb, De1rtQecr 1\E Droi,sib 5 ecn\atne ~g } o -ltils ` ~~rn4 CLg6atep,l.q R-JR2ol-zer 9er,eO\ Ter.s.s a 1 c.>=w'~1~t Pi(1'l of-2 e} ee o, -4-VECotS)ons 0~-e,&ai,§%J 6e(-e,r s\~UcL-k'to\. afb I k , has AIA Document A101TM - 2007. Copyright C 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997 and 2007 by The American Init. Institute of Archhects. All rights reserved. WARNING: This AIA° Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 8 reproduction or distribution of this AIA° Document or any portion of it may res in severe civil and criminal penalties, and will be prosecuted to the / maximum extent possible under the law. Thwmentwas produced by AIA softw 17-49M 4"2Q9& order Order No.8675312638-1 which nn I _ expires on 09/09/2010, and is not for resale. User Notes: Id-7 gic 9 (1282829935) Consultants, if any, engaged by the Contractor shall be persons or entities duly licensed and authorized to practice -their professions in the State of Texas and are listed as follows: (Insert name, address, license number, relationship to Contractor and other information) Consultants, if any, engaged directly by the Owner, are listed below, including their professions and responsibilities: Project Architect: Jim Singleton Architect, Jason Kinnard, ALA, LEED AP, Project Architect, 1711 Cavitt Avenue, Bryan, TX. Civil Engineer: Kling Engineering and Surveying, Alfred Paine 401 South Texas Avenue, STE A, Bryan, Texas 77802 § 8.7 THE CONTRACTOR SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS THE OWNER, AND ANY AND ALL EMPLOYEES OR AGENTS OF ANY OF THEM (COLLECTIVELY REFERRED TO AS THE "INDEMNITEES") FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, DAMAGES, LOSSES, COSTS, AND EXPENSES, INCLUDING, BUT NOT LIMITED TO, ATTORNEY'S FEES, ARISING OUT OF, RESULTING FROM, OR OCCURRING IN CONNECTION WITH, THE PERFORMANCE OF THE WORK, PROVIDED THAT SUCH CLAIM, LIABILITY, DAMAGE, LOSS, COST, OR EXPENSE IS ATTRIBUTABLE TO BODILY INJURY, SICKNESS, DISEASE, OR DEATH, OR TO INJURY TO OR DESTRUCTION OF TANGIBLE PROPERTY (OTHER THAN THE WORK ITSELF), IN ANYWAY OCCURRING, INCIDENT TO, ARISING OUT OF, OR IN CONNECTION WITH: (A) A BREACH OF THE WARRANTIES PROVIDED BY THE CONTRACTOR; (B) THE WORK PERFORMED OR TO BE PERFORMED BY THE CONTRACTOR, ITS SUBCONTRACTORS, SUB-SUBCONTRACTORS, AND SUPPLIERS, AND THEIR EMPLOYEES AND AGENTS; (C) ANY NEGLIGENT ACTION AND/OR OMISSION OF THE CONTRACTOR RELATED IN ANY WAY TO THE PROJECT, WHETHER OR NOT THE INDEMNITEES ARE NEGLIGENT IN . PART; OR (D) ANY FINES, PENALTIES, DAMAGES (INCLUDING PUNITIVE),'LIABILITIES, COSTS, AND EXPENSES IN CONNECTION WITH: (1) A VIOLATION OF ANY LAW, STATUTE, RULE, ORDINANCE, CODE, OR OTHER REQUIREMENT OF PUBLIC AUTHORITIES BY THE CONTRACTOR; (2) MEANS, METHODS, PROCEDURES, OR SEQUENCES OF EXECUTION OR PERFORMANCE OF THE WORK UNLESS SO DIRECTED BY THE OWNER, ARCHITECT OR THEIR AGENTS; AND (3) FAILURE TO SECURE AND PAY FOR PERMITS, FEES, APPROVALS, LICENSES, AND INSPECTIONS FOR WHICH THE CONTRACTOR IS RESPONSIBLE FOR UNDER THE CONTRACT DOCUMENTS. THE CONTRACTOR'S INDEMNITY OBLIGATION HEREIN SHALL NOT BE CONSTRUED TO NEGATE, ABRIDGE, OR REDUCE OTHER RIGHTS OR OBLIGATIONS OF INDEMNITY THAT WOULD OTHERWISE EXIST AS TO A PARTY OR PERSON DESCRIBED IN THIS SECTION g.-f. THE SCOPE AND EXTENT OF THIS INDEMNITY SHALL NOT BE LIMITED BY THE AVAILABILITY OF COVERAGE UNDER THE CONTRACTOR'S INSURANCE, AND SHALL NOT LIMIT THE INDEMNITEES' OTHER LEGAL REMEDIES AGAINST THE CONTRACTOR OR ANY OTHER PERSON OR ENTITY. JOIE LiQIiLfITj~IIfDZZ1II flV I LIa2-T/iTC'- - RFAMT1TC ...,THIS INDEMNIFICATION PROVISION SHALL SURVIVE Inlt AIA Document A101 2007. Copyright* 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA° Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 9 reproduction or distribution of this AIA° Document or any portion of it may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This doWOfeAt was produced by ALA software 9:01 on 10/152009 under Order No.8675312638_1 which expires on 09/09/2010, and is not for resale. rU1 + $ User Notes: i n -7 3 /D (1282829935) • L t r l leg • • • O 1 • • TERMINATION OF THE CONTRACT FOR ANY ACTS OR OMISSIONS PRIOR TO TERMINATION. ARTICLE 9 ENUMERATION OF CONTRACT DOCUMENTS § 9.1 The Contract Documents, except for Modifications issued after execution of this Agreement, are enumerated in the sections below. § 9.1.1 The Agreement is this executed AIA Document A101-2007, Standard Form of Agreement Between Owner and Contractor. § 9.1.2 The General Conditions are AIA Document A201-2007, General Conditions of the Contract for Construction, as modified by the Owner. § 9.1.3 The General Supplementary and other Conditions of the Contract, if any, are those contained in the AIA A201 SC and Project Manual dated June 30, 2009 and are as follows: Document Title Project Manual Section 00 0101 Project Manual including Specifications for Construction of Brazos County Exposition Complex Phase II The Project Manual, including changes to the Project Manual proposed by the Contractor, if any, and accepted by the Owner, is attached to this Agreement as Exhibit A: N/A § 9.1.4 The (Paragraphs deletetp Specifications are those contained in the Project Manual dated as in Section 9.1.3 above unless specifications described as bid specifications, and are attached to this Agreement as Exhibit A: N/A (Table deleted) § 9.1.5 The Drawings are as follows, and are dated June 30, 2009 unless a different date is shown and are attached to this Agreement as Exhibit B: (Either list the Drawings here or refer to an exhibit attached to this Agreement.) See Attached Exhibit B: Drawings Table of Contents Number Title Date § 9.1.6 The Addenda, if any are as follows: Number Date Pages Addendum No. 1 August 17, 2009 37 pages Addendum No. 2 August 24, 2009 19 pages (Paragraph deleted) § 9.11 Additional documents, if any, forming part of the Contract Documents: (Paragraphs deleted) 1. The Owners Bid or Request For Proposal (Bid No.2009-19; 17 pages ) is attached as Exhibit C to this Agreement 2. The Contractor's Proposal and Supplement Qualification to Proposal dated August 26, 2009 in response to the Owner's Bid or Request For Proposal (Bid No. 2009-19; 17 pages) are attached as Exhibit D to this Agreement. 3. Amendments to the Contractor's Proposal, if any, are as follows: N/A ARTICLE 10 INSURANCE AND BONDS The Contractor shall purchase and maintain insurance and provide bonds as set forth in Article 11 of AIA Document - A201-2007. (State bonding requirements, ifarry, and limits ofliability for insurance required in Article I1 ofAL4 Document A201-2007.) Inlt AIA Document A101-- 2007. Copyright C 1915, 1918, 1925, 1°937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997 and 2007 by The American Institute of Architects. All Tights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 10 reproduction or distribution of this AIA* Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the t maximum extent possible under the law. This document was produced by AIA software at 17:49:01 on 10/1512009 under Order No.8675312638_1 which User Note¢~09/2010, and is not for resale. Vol. r,''^g, pg. , t7• (1282629935) Type of insurance or bond Limit of liability or bond amount (=0.00) See attached Certificate of Insurance, Performance and Payment Bonds. This Agreement is entered into as of the -ZL day of (f:].! r , of the year 2009, and is executed in at least three (3) Original copies, of which one (1) is to be delivered to the Contractor, one (1) to the Architect for use in administr ' of the C act, and o (1) to the Owner. OWNER (Sign CONTRACTOR (Sign ) Brazos Couttty Collier Construction Inc. Randy Sims razc s County Judge Mike Collier, President (Printed name and title) (Printed name and title) ATfES . \ l l n BY: I{aten Queen, Brazos C APPROVED as to F BY: Tina Snelling, Civl o1 el *By law, Brazos County Civil Counsel may only advise or approve contracts or legal documents on behalf of its clients. It may not advise or approve a contractor legal document on behalf of other parties. Our review of this document was conducted solely from the legal perspective of our client Our approval of this document was offered solely for the benefit of our client Other parties should not rely on this approval, and should seek review and approval by their own respective attomey(s). Init. AIA Document A101^ -2007. Copyright ®1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIAe Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 11 reproduction or distribution of this AIAe Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the f maximum extent possible under the law. This docu% as produced by ALA software atIR 49:01 on 10/152009 under Order No.8675312638 1 which expires on 0910912010, and is not for resale. v V x g• User Notes: f( 1 (1282829935) Client: 47486 COLLICON2 DATE ACORM CERTIFICATE OF LIABILITY INSURANCE D°"~"Y' 100/1/16/0 sros PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Insurance Network of Texas ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 143 East Austin HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Giddings, TX 78942-3299 979 542-3666 INSURERS AFFORDING COVERAGE NAIC III INSURED INSURERA Security National Insurance Company 19879 Collier Construction, Inc. INSURER B: Commerce & Industry Insurance Compan 19410 P. O. Box 1869 INSURER C: The Hanover Insurance Company 22292 Brenham, TX 77834 INSURER D: INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. POUCYEFFECTIVE POUCYEXPIRATION LTR NSR TYPE OF INSURANCE POLICY NUMBER DATE MIDDNY) DATE MIDDNYI LIMITS A GENERAL LIABILITY SPP100246000 _ 12/15108 12115109 EACH OCCURRENCE $1.000.000 X COMMERCIAL GENERAL UASILITy - DAMAGE TO M%nrel $500,000 3rS (F. CLAIMS MADE 5x1OCCUR MED EXP (Any one person) $5,000 X PD Ded:5,000 PERSONAL BADV INJURY $1000000 GENERAL AGGREGATE s2.000.000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $2000000 POLICY X JEC X LOC A AUTOMOBILE LIABILITY SPP100246000 12/1$/08 12115/09 COMBINED SINGLE UMIT X ANY AUTO (Ee ecddent) $1,000,000 ALL OWNED AUTOS BODILY INJURY $ SCHEDULED AUTOS (Per Person) X HIRED AUTOS BODILY INJURY $ X NON-OWNED AUTOS (Peraccldent) X Drive Other Car PROPERTY DAMAGE (PeracGdant) $ GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC S AUTO ONLY: AGG $ B EXCESSIUMBRELLA LIABILITY BE023406644 12/15/06 12115/09 EACH OCCURRENCE $1.000.000 X OCCUR FICLAIMS MADE AGGREGATE $1.000,000 $ DEDUCTIBLE $ X RETENTION $ 10000 $ A WORKERS COMPENSATION AND SWC1000221 12115/06 12/15109 X we srnTU- 10TH- ER EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $1,00-0,00-0- OFFICER/MEMBER EXCLUDED] E.L. DISEASE-EA EMPLOYEE $1,000,000 IF yes, desarib under SPECIAL PROVISIONS below E.L. DISEASE - POLICY LIMIT $1,000,000 C OTHER Builder's Ri IHD241046301 12/15108 12115/09 Limit $8,071,000.00 Deductible $5,000 DESCRIPTION OF OPERATIONS/ LOCATIONS / VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS Limit:$20,000,000(this amount can be increased to project amount if the amount is more then $20,000,000) Earthquake Limit - $2,500,000 Deductible - $ 50,000 (See Attached Descriptions) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION County of Brazos DATE THEREOF, THE ISSUING INSURER WALL ENDEAVOR TO MAIL 11) _ DAYS WRITTEN 200 South Texas Ave., Suite 332 NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL Bryan, TX 77803 IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. ; Vol. d j} g• A FIVE ACORD 25 (2001108) 1 Of 3 #S272203/M264018 066 G ACORD CORPORATION 1988 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the cerfificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. Vol. . I a8' pg. `f ACORD 25S (2001108) 2 of 3 #S272203IM264018 DESCRIPTIONS (Continued from Page 1) Flood Limit - $2,500,000 Deductible - $ 50,000 Sewer Backup Coverage -$10,000 Winstorm or Hail Exclusion following counties -Aransas, Brazoria, Calhoun, Cameron, Chambers, Galveston, Jefferson, Kenedy, Kieberg, Matagorda, Nueces, Refugio, San Patricio and Willacy. No Wind or Hail coverage for any jobsite located in the portion of Harris County definded by: south of Interstate 10 and East of either Loop 610 East of Interstate 45. FLOOD COVERAGE -Covered property if the address of each building or stucture is located within Flood Zone C or unshaded X or outside of the 500 year flood plain, as defined by the Federal Emergency Management Association. Job: Expansion of Brazos County Expositin Center Phase II As required by written contract Certificate Holder is named as Additional Insured on the Auto and General Liability Policies. A Waiver of Subrogation is provided in favor to the Certificate Holder on the Auto, General Liability and Workers Compensation Policies as required by written contract. VOL. ~a8 Pg. 5 AMS 25.3 (2001108) 3 of 3 #S272203/M264018 Liberty Mutual Surety 10014th Avenue, Suite 1700 Seattle, WA 98154 Liberty Mutual. PERFORMANCE BOND (McGregor Act• Public Works) - Bond No: 6528108 Texas KNOW ALL BY THESE PRESENTS, That, we, Collier Construction, Inc. P. O. Box 1889, Brenham TX 77834-1889 (hereinafter called the Principal), as Principal,. and Safeco Insurance Company of America , a corporation organized and existing under the laws of the State of Washington with its principal office in 1001 4th Avenue, Suite 1700 Seattle and authorized and admitted to do business in the State of Texas and licensed by the State of Texas to execute bonds (hereinafter called the Surety), as Surety, are held and firmly bound unto County of Brazos (hereinafter called the Obligee) in the amount of Eight Million Seventy One Thousand Dollars and 00/100 ( $8,071,000.00 ) Dollars, for the payment whereof, the said Principal and Surety bind themselves, and their heirs, administrators, executors, successor and assigns, jointly and severally, firmly by these presents. WHEREAS, the Principal has entered into a certain written contract with the Obligee, dated the 14th day of October 2009 to wit: Expansion of Brazos County Exposition Center Phase II located at 5827 Leonard Road Bryan Texas 77807 which contract is hereby referred to and made a part hereof as fully and to the same extent as if copied at length herein. NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH, that if the said Principal shall faithfully perform the work in accordance with the plans, specifications and contract documents, then this obligation shall be void; otherwise to remain in full force and effect PROVIDED, HOWEVER, that this bond is executed pursuant to the provisions of Chapter 2253 of the Texas Government Code, and all liabilities on this bond shall be determined in accordance with the provisions of said Article to the same extent as if it were copied at length herein. IN WITNESS WHEREOF, the said Principal and Surety have signed and sealed this instrument this 16th day of October 2009 \\\\\`1`11111t1///////,/ Witness: v~eR Cpp ;fib Collier Construction, Inc. •4Selitl ti 1 CT-'-" 4, gdncigvai.~ (!f Individual or Firm) By:%' y = •~"Seab C Attest: nn r Yx Ct 6f1A ~SIvJ S tSeby YF~/L~f~~L.u•~ f `7/iloC 'YJv ii~~''.•.. 5` (if Corporatioq S qK-o-In suranc mpany erica SEAL _ By: Michele Bonnin Phili Attorney-in-Fact 5-21691SA 10/99 Vol. Pg• G XDP Liberty Mutual Surety . 1001 4th Avenue, Suae 1700 Seattle, WA 98154 Liberty Mutual. PAYMENT BOND (McGregor Act - Public Works) Bond 6528108 Texas KNOWALL BY THESE PRESENTS, That, we, Collier Construction, Inc. P. O. Box 1889, Brenham, TX 77834-1889 (hereinafter called the Principal), as Principal, and Safeco Insurance Company of America a corporation organized and existing under the laws of the State of Washington with its principal office in the City of Seattle Washington , and authorized and admitted to do business in the State of Texas and licensed by the state of Texas to execute bonds (hereinafter called the Surety), as Surety, are held and firmly bound unto County of Brazos (hereinafter called the Obligee) in the amount of Eight Million Seventy One Thousand Dollars and 00/100 ( $8,071,000.00 ) Dollars, for the payment whereof, the said Principal and Surety bind themselves, and their heirs, administrators, executors, successors and assigns, jointly and severally, firmly by these presents. WHEREAS, the Principal has entered into a certain written contract with the Obligee, dated the 14th day of October, 2009 , to wit: Expansion of Brazos County Exposition Center Phase II located at 5827 Leonard Road Bryan, Texas 77807 which contract is hereby referred to and made a part hereof as fully and to the same extent as if copied at length herein. NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH, that if the said Principal shall pay all claimants supplying labor and material to him/her or a sub-contractor in the prosecution of the work provided for in said contract, then this obligation shall be void; otherwise to remain in full force and effect. PROVIDED, HOWEVER, that this bond is executed pursuant to the provisions of Chapter 2253 of the Texas Government Code, and all liabilities on this bond shall be determined in accordance with the provisions of said Article to the same extent as if it were copied at length herein. IN WITNESS WHEREOF, the said Principal and Surety have signed and sealed this instrument this day of October 2009 L1-IEF?tCOO// Collier Construction, Inc. 3 <1 -F U7 EJ1- E C[ ~ l un 1 CP s a ..{S 6 4 Iy,.tw /abut', Pl PrititnpaF Wig, i O JN I ootwolttr 2e Safeco RgQce any of erica 'C'geal) ~ SEAL 1953 E # By (Seal) rw~ `hG`WASM Philip B r Attorney-in-Fact 5-21701SA 10199 VO 1. 1! R2_` p . XDP Safece Insurance Company of America General Insurance Company of America POWER 10014th Avenue W SaffA 96154 u~Eial~ OF ATTORNEY Seatlle, W No. 13287 KNOW ALL BY THESE PRESENTS: That SAFECO INSURANCE COMPANY OF AMERICA and GENERAL INSURANCE COMPANY OF AMERICA, each a Washington corporation, does each hereby appoint - """"""'EDWARD ARENS; PHILIP BAKER; MICHELE BONNIN;The Woodlands, Texas*"*********`*"" its two and lawful attorney(s)-in-fact, with full authority to execute on its behalf fidelity and surety bonds or undertakings and other documents of a similar character issued in the course of its business, and to bind the respective company thereby. IN WITNESS WHEREOF, SAFECO INSURANCE COMPANY OF AMERICA and GENERAL INSURANCE COMPANY OF AMERICA have each executed and attested these presents this 21st day of March 2009 Dexter R Legg Secretary Timothy A. Mikolalewskl, Vice President CERTIFICATE Extract from the By-laws of SAFECO INSURANCE COMPANY OF AMERICA and of GENERAL INSURANCE COMPANY OF AMERICA: "Article V, Section 13. - FIDELITY AND SURETY BONDS the President, any Vice President, the Secretary, and any Assistant Vice President appointed for that purpose by the officer in charge of surety operations, shall each have authority to appoint individuals as attomeys4n-fact or under other appropriate titles with authority to execute on behalf of the company fidelity and surety bonds and other documents of similar character issued by the company in the course of its business... On any Instrument making or evidencing such appointment, the signatures maybe affixed by facsimile. On any instrument conferring such authority or on any bond or undertaking of the company, the seal, or a facsimile thereof, may be impressed or affixed or in any other manner reproduced; provided, however, that the seal shall not be necessary to the validity of any such instrument or undertaking." Extract from a Resolution of the Board of Directors of SAFECO INSURANCE COMPANY OF AMERICA and of GENERAL INSURANCE COMPANY OF AMERICA adopted July 28, 1970. "On any certificate executed by the Secretary or an assistant secretary of the Company setting out, (I) The provisions of Article V, Section 13 of the By-Laws, and (ii) A copy of the power-of-attorney appointment, executed pursuant thereto, and (iii) Certifying that said power-ofattomey appointment is in full force and effect, the signature of the certifying officer may be by facsimile, and the seal of the Company. may be a facsimile thereof." I, Dexter R. Legg , Secretary of SAFECO INSURANCE COMPANY OF AMERICA and of GENERAL INSURANCE COMPANY OF AMERICA, do hereby certify that the foregoing extracts of the By-Laws and of a Resolution of the Board of Directors of these corporations, and of a Power of Attorney issued pursuant thereto, are two and correct, and that both the By-Laws, the Resolution and the Power of Attorney are still in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the facsimile seal of said corporation this 16th day of October 2009 ~,CECPA1pw CNiPORAfE r~ SEAL a SEAL X d~~ I9 ts2a a Dexter R. Legg, Secretary ~F~ .A- or S-0974/DS 3109 WEB PDF Id. / otS Pg Figure: 28 TAC §1.601(a)(3) 1 IMPORTANT NOTICE AVISO IMPORTANTE To obtain information or make a complaint: Para obtener informacion o pare someter una queja: 2 You may contact Home Office Surety at Usted puede contactar a servicio de la oficina (206) 473-3799. principal de Safeco Surety al: 206-473-3799. 3 You may call (company)'s toll-free telephone Usted puede Ilamar al numero de telefono number for information or to make a complaint gratis de (company)'s para informacion o para at: sorrieter una queja al: (800) 472-5357 Surety Option #7 (800) 472-5357 Surety Opcl6n De #7 4 You may also write to Safeco Listed tambien puede escribir a Safeco Insurance Company at: Insurance Company: Safeco Plaza Safeco Plaza Seattle, WA 98185-0001 Seattle, WA 98185-0001 5 You may contact the Texas Department of Puede comunicarse con el Departamento de Insurance to obtain information on companies, Seguros de Texas pare obtener informacion coverages, rights or complaints at: acerca de companias, coberturas, derechos o quejas al: (800) 252-3439 (800) 252-3439 6 You may write the Texas Department of Puede escribir al Departamento de Seguros de Insurance: Texas: P.O. Box 149104 P.O. Box 149104 Austin, TX 78714-9104 Austin, TX 78714-9104 Fax: (512) 475-1771 Fax: (512) 475-1771 Web: http://www.tdi.state.tx.us Web: http://www.tdi.state.tx.us E-mail: ConsumerProtection@tdi.state.tx.us E-mail: ConsumerProtection@tdi.state.tx.us 7 PREMIUM OR CLAIM DISPUTES: DISPUTAS SOBRE PRIMAS O RECLAMOS: Should you have a dispute concerning your Si tiene una dispute concerniente a su prima o premium or about a claim you should contact the a un reclamo, debe comunicarse con el (agent) (company) (agent or the company) (agente) (la compania) (agente o la compania) first. If the dispute is not resolved, you may primero. Si no se resuelve la dispute, puede contact the Texas Department of Insurance, entonces comunicarse con el departamento (TDI). 8 ATTACH THIS NOTICE TO YOUR POLICY: UNA ESTE "ISO A SU POLIZA: Este aviso This notice is for information only and does not as solo para proposito de informacion y no se become a part or condition of the attached convierte an parte o condicion del documento document. adjunto. Vol. /9-9, pg EXHIBIT A To the AIA Document A101-2007 Standard Form of Agreement between owner (County of Brazos) and Contractor (Collier Construction Inc.) Dated 10/14/09 Page 1 of 5 SPECIFICATIONS: Table of Contents INTRODUCTORY INFORMATION 1 000101 00 0102 PROJECT INFORMATION 2 PROCUREMENT REQUIREMENTS 00 2113 INSTRUCTIONS TO BIDDERS 6 01 2516 SUBSTITUTION REQUEST FORM • • . • - • • • • • • • • • -1 . • 3 003100 AVAILABLE PROJECT INFORMATION 1 004200 PROPOSAL FORM 3 CONTRACTING REQUIREMENTS 005000 CONTRACTING FORMS AND SUPPLEMENTS 1 00 8400 PROJECT RECORD DOCUMENTS . 3 00 8410 OPERATION AND MAINTENANCE DATA 6 PRICE AND PAYMENT PROCEDURES 01 2000 PRICE AND PAYMENT PROCEDURES 3 U12100 ALLOWANCES 2 01 2300 ALTERNATES I ADMINISTRATIVE REQUIREMENTS 01 3000 ADMINISTRATIVE REQUIREMENTS 4 01 3216 CONSTRUCTION PROGRESS SCHEDULE 3 QUALITY REQUIREMENTS 01 4000 QUALITY REQUIREMENTS 5 TEMPORARY FACILITIES AND CONTROLS 01 5000 TEMPORARY FACILITIES AND CONTROLS 3 01 5100 TEMPORARY UTILITIES . 2 01 5500 VEHICULAR ACCESS AND PARKING 2 01 5713 TEMPORARY EROSION AND SEDIMENT CONTROL 5 PRODUCT REQUIREMENTS 016000 PRODUCT REQUIREMENTS 4 :00801 Table of Contents Page 1 3razoa County Expo Complex Phase 11 06/30/2008 Vol. 1 d- Pg /0 EXHIBIT A To the AIA Document A101-2007 Standard Form of Agreement between Owner (County of Brazos) and Contractor (Collier Construction Inc.) Dated 10/14/09 Page 2 of 5 EXECUTION AND CLOSEOUT REQUIREMENTS 01 7000 EXECUTION AND CLOSEOUT REQUIREMENTS 6 01 7800 CLOSEOUT SUBMITTALS 4 01 7900 DEMONSTRATION AND TRAINING 3 DIVISION 03 - CONCRETE 033000 CAST-IN-PLACE CONCRETE 6 DIVISION 04 - MASONRY 042000 UNIT MASONRY 6 DIVISION 05 - METALS 054000 COLD-FORMED METAL FRAMING . 4 05 5000 METAL FABRICATIONS 3 05 5100 METAL STAIRS 3 05 5213 PIPE AND TUBE RAILINGS . 3 DIVISION 06 - WOOD, PLASTICS, AND COMPOSITES 061000 ROUGH CARPENTRY 3 06 4100 ARCHITECTURAL WOOD CASEWORK 4 DIVISION 07 -THERMAL AND MOISTURE PROTECTION 072600 UNDER-SLAB VAPOR BARRIERIRETARDER 2 07 3113 ASPHALT SHINGLES 3 07 4113 METAL ROOF PANELS 4 07 6200 SHEET METAL FLASHING AND TRIM , 3 077220 RIDGE VENTS 1 07 9005 JOINT SEALERS 4 DIVISION 08 - OPENINGS 081113 HOLLOW METAL DOORS AND FRAMES . . . . . 3 08 1416 FLUSH WOOD DOORS 3 083323 OVERHEAD COILING DOORS 2 084313 ALUMINUM-FRAMED STOREFRONTS 5 08 5113 ALUMINUM WINDOWS 4 08 7100 DOOR HARDWARE 3 088000 GLAZING 5 200801 Table of Contents Page 2 Brazos County Expo Complex Phase 11 06/3012009 Vol. EXHIBIT A To the AIA Document A101-2007 Standard Form of Agreement between Owner (County of Brazos) and Contractor (Collier Construction Inc.) Dated 10/14/09 Page 3 of 5 08 9100 LOUVERS 2 DIVISION 09- FINISHES 09 2116 GYPSUM BOARD ASSEMBLIES • • • • • • • . • . • . 4 093000 TILING 3 005100 ACOUSTICAL CEILINGS • 3 096500 RESILIENT FLOORING 3 09 68,13 TILE CARPETING . 2 09 9000 PAINTING AND COATING 5 DIVISION 10 - SPECIALTIES 10 2113.19 PLASTIC TOILET COMPARTMENTS • • . • . • . ' 2 10 2800 TOILET, BATH. AND LAUNDRY ACCESSORIES 3 104400 FIRE PROTECTION SPECIALTIES 2 10 8100 PIGEON CONTROL DEVICES I DIVISION 13 - SPECIAL CONSTRUCTION 13 3410 PERMANENT GRANDSTANDS 3 13 3419 METAL BUILDING SYSTEMS 6 DIVISION 31 - EARTHWORK 31 2200 GRADING 2 31 2316 EXCAVATION 2 31 2316.13 TRENCHING • . • 2 4 31 2323 FILL 31 3116 TERMITE CONTROL . • • • 2 31 6329 DRILLED CONCRETE PIERS AND SHAFTS . • • • • • . • • • • • • • 2 DIVISION 32 - EXTERIOR IMPROVEMENTS 3 321313 CONCRETE PAVING 200801 Table of Contents Page 3 Brazos County Expo Complex Phase 11 06130(2009 Vol. r a8 pg 1 ok EXHIBIT A To the AIA Document A101-2007 Standard Form of Agreement between Owner (County of Brazos) and Contractor (Collier Construction Inc.) Dated 10/14/09 Page 4 of 5 DIVISION 11 - EQUIPMENT 11135 AtV EQUIPMENT . . 8 DIVISION 13 • SPECIAL CONSTRUCTION 13851 FIRE ALARM SYSTEM . 8 13925 FIRE SUPPRESSION SPRINKLERS 4 DIVISION 15-MECHANICAL 15072 VIBRATION ISOLATION . . . . . . 2 15075 MECHANICAL IDENTIFICATION 2 15082 PIPING INSULATION . . . 4 15083 HVACPIPING INSULATION . 3 15083 PIPING SAFETY COVERS 3 15086 DUCTINSULA110H .......................~.nh1t`...... 3 15119 THERMOSTATIC WATER MIXING VALVES pwF ter X11+ 2 15145 PLUMBING PIPING 7 15146 PLUMBING SPECIALTIES * 4 15182 HYDRONIC PIPING . * s.„ ai .....:«'BRIJ 7 15410 PLUMBING FIXTURES . . . . Id W RUMMIT 7 15411 PREFABRICATED TUBS AND SHOWERS r~4C&H$~~~~rrfr 3 15430 PLUMBING EQUIPMENT . I .A. 3 15535 FORCED AIR FURNACES . 4 15762 TERMINAL HEAT TRANSFER UNITS . . 3 15810 DUCTS 4 15820 DUCTACCESSORIES 3 15635 POWER VENTILATORS 2 15650 AIR OUTLETS AND INLETS 3 15950 TESTING, ADJUSTING, AND BALANCING 7 DIVISION 18 - ELECTRICAL 16060 GROUNDING AND BONDING 2 16070 HANGERS AND SUPPORTS 2 16075 ELECTRICAL IDENTIFICATION 2 16123 LOW-VOLTAGE ELECTRICAL POWER CONDUCTORS 3 AND CABLES 16131 CONDUIT 4 16138 BOXES 3 16139 CA13INETS AND ENCLOSURES 2 16140 WIRING DEVICES 4 16243 EMERGENCY POWER SUPPLY 2 Expo Center Addi€ions Table of Contents Page 1 7/11/2009 Vol. Ioy Pg. 13 EXHIBIT A To the AIA Document A101-2007 Standard Form of Agreement between Owner (County of Brazos) and Contractor (Collier Construction Inc.) Dated 10/14/09 Page 5 of 5 16412 ENCLOSED SWITCHES - - 2 16426 ENCLOSED CONTACTORS 2 16443 PANELSOARDS - 4 16510 INTERIOR LUMINAIRES 3 16520 EXTERIOR LUMINAIRES 3 16710 STRUCTURED TELECOMMUNICATIONS CABLING 6 AND ENCLOSURES po Center Additions Table of Contents Page 2 7/11/2009 End of Document. vol. !a~ Pg. EXHIBIT B To the AIA Document A101-2007 Standard Form of Agreement between Owner (County of Brazos) and Contractor (Collier Construction Int.) Dated 10/14/09 Page 1 of 2 DRAWINGS-Table of Contents: ARCHITECTURAL DRAWINGS: A100 CODE REVIEW PLAN A101 SITE PLAN A102 TYPICAL DETAILS A200 STALL BARN PLAN A201 COVERED CONNECTION A202 EXISTING PAVILION ADDITIONS A203 COVERED ARENA 2 A204 COVERED ARENA 2 ENLARGED PLANS AND DETAILS A205 EXHIBIT HALL EXPANSION A300 SCHEDULES A400 STALL BARN ELEVATIONS A402 EXHIBIT HALL EXPANSION ELEVATIONS A500 STALL BARN SECTIONS A501 COVERED ARENA 2 SECTIONS A502 COVERED ARENA 2 CONT. & EXHIBIT HALL SECTIONS A503 COVERED ARENA 2 SECTION DETAILS STRUCTURAL DRAWINGS: S1.10 STALL BARN FOUNDATION PLAN 51.11 STALL BARN FOUNDATION PLAN S1.12 CONNECTION FOUNDATION PLAN & DETAILS S1.13 COVERED ARENA AND WARM-UP FOUNDATION PLAN 51.14 COVERED ARENA AND WARM-UP FOUNDATION PLAN 51.15 COVERED ARENA AND WARM-UP FOUNDATION PLAN S I.16 EXHIBIT HALL FOUNDATION PLAN S2.10 STALL BARN, COVERED CONNECTION, COVERED ARENA II, WARM-UP ARENA AND EXHIBIT HALL FOUNDATION DETAILS 52.11 STALL BARN, COVERED CONNECTION, COVERED ARENA II, WARM-UP ARENA AND EXHIBIT HALL FOUNDATION DETAILS S2.12 STALL BARN, COVERED CONNECTION, COVERED ARENA II, WARM-UP ARENA AND EXHIBIT HALL FOUNDATION DETAILS S2.13 STALL BARN, COVERED CONNECTION, COVERED ARENA II, WARM-UP ARENA AND EXHIBIT HALL FOUNDATION DETAILS 52.14 STALL BARN, COVERED CONNECTION, COVERED ARENA II, WARM-UP ARENA AND EXHIBIT HALL FOUNDATION DETAILS 52.15 STALL BARN, COVERED CONNECTION, COVERED ARENA II, WARM-UP ARENA AND EXHIBIT HALL FOUNDATION DETAILS MECHANICAL. ELECTIRCAL, PLUMBING DRAWINGS: M1.0 MECHANICAL NOTES & LEGEND ML I MECHANICAL PLAN - NEW STALL BARN M1.3 MECHANICAL PLAN - COVERED AREAN 11 MIA MECHANICAL PLAN - WARM UP ARENA ALTERNATE 1 M1.5 MECHANICAL PLAN - EXHIBIT HALL ALTERNATES 3 & 4 M2.0 MECHANICAL SCHEDULES M2.1 MECHANICAL DETAILS & SEQUENCE OF OPERATION Vol. Id- Pg. l5 EXHIBIT B To the AIA Document A101-2007 Standard Form of Agreement between owner (County of Brazos) and Contractor (Collier Construction Inc.) Dated 10/14/09 Page 2 of 2 DRAWINGS-Table of Contents: MECHANICAL ELECTIRCAL PLUMBING DRAWINGS (CONTINUED): M3.1 HYDRONIC PLAN EXHIBIT HALL ALTERNATES 3 & 4 MEPLO MECH/ELECT/PLUMBING PLAN EXISTING STALL BARN ELL ELECTRICAL NOTES, LEGEND, SCHEDULES ELI ELECTRICAL POWER PLAN-NEW STALL BARN E1.3 ELECTRICAL POWER PLAN - COVERED ARENA II EI A ELECTRICAL POWER PLAN COVERED WARM UP ARENA E1.5 ELECTRICAL POWER PLAN - EXHIBIT HALL PHASE 11 E2.1 ELECTRICAL LIGHTING PLAN - NEW STALL BARN E2.2 ELECTRICAL LIGHTING PLAN - CONNECTION CANOPY E2.3 ELECTRICAL LIGHTING PLAN - COVERED ARENA 11 E2.4 ELECTRICAL LIGHTING PLAN - WARM UP ARENA E2.5 ELECTRICAL LIGHTING PLAN - EXHIBIT HALL PHASE H E5.1 ELECTRICAL PANEL SCHEDULES -NEW STALL BARN E5.2 ELECTRICAL PANEL SCHEDULES - WARM UP ARENA & COVERED ARENA II E5.3 ELECTRICAL PANEL SCHEDULES - EXHIBIT HALL PHASE H E6.1 ELECTRICAL SINGLE LINES & DETAILS E6.2 ELECTRICAL SINGLE LINES & DETAILS ECLO ENERGY CODE EPLO ELECTRICAL AND PLUMBING SITE PLAN PLO PLUMBING NOTES, LEGEND PLI PLUMBING SCHEDULES P2.1 PLUMBING PLAN -NEW STALL BARN P2.3.1. ENLARGED PLUMBING PLAN - COVERED ARENA H P2.3 PLUMBING PLAN - COVERED ARENA H P2.4 PLUMBING PLAN - WARM UP ARENA ALTERNATE 1 P2.5 PLUMBING PLAN - EXHIBIT HALL PHASE II - ALTERNATE 3 & 4 P3.1 PLUMBING RISER DIAGRAM P4.1 PLUMBING DETAILS AVLO AUDIONIDEO PLAN-NEW STALL BARN AV2.0 AUDIONIDEO PLAN - EXISTING STALL BARN AV3.0 AUDIONIDEO PLAN - COVERED ARENA 11 AV4.0 AUDIO VIDEO PLAN - WARM UP ARENA FP1.0 FIRE PROTECTION SITE PLAN FP1.3 FIRE ALARM PROTECTION - COVERED ARENA II FP1.4 FIRE ALARM PROTECTION - EXHIBIT HALL PHASE II End of Document. Vol. 1a s Pg. EXHIBIT C To the AIA Document A101-2007 Standard Form of Agreement between Owner (County of Brazos) and Contractor (Collier Construction Inc.) EXPANSION OF BRAZOS COUNTY EXPOSITION COMPLEX, PHASE H REQUEST FOR PROPOSAL 2009-19 BRAZOS COUNTY PURCHASING OFFICE Brazos County Administration Building, Ste. 352 200 South Texas Ave. Bid No.2009-19 Bryan, Texas 77803 Page 1 of 17 pages Telephone (979) 361-4291 Proposals will be received, publicly opened, and acknowledged at 2:00 p.m., Thursday, August 27, 2009 in the Brazos County Purchasing Department, Suite 352, Brazos County Administration Building, Bryan, Texas. There will be a Pre-Bid Conference at the Exposition Complex , 5827 Leonard Road, Bryan TX 77807 at 2:00 p.m. on Thursday, August 13, 2009. Any other site visit by bidders may come Monday through Friday 8am to 4 pm by appointment only. Call Expo Complex Director, Tom Quarles at 979-823-3976. A. SCOPE OF BID Expansion of the Brazos County Exposition Complex located at 5827 Leonard Road, Bryan, Texas 77803, Phase H. a. Site work - parking for 168 cars b. 87,100 sf pre-engineered metal building 700 seat Covered Arena c. 65,000 sf pre-engineered metal building Stall Bam d. 14,750 sf pre-engineered metal building Covered Connection e. MEP and associated Modifications to existing Covered Arena and Stall Bam Alternates: a. 31,500 sf Covered Warm Up Arena b. 500 foot Road Extension c. 7,200 sf Exhibit Hall Expansion - Two Bays d. 14,400 sfExhibit Hall Expansion- Four Bays e. 32 RV Pedestals and Striping f. 30 RV Parking Spaces and Pedestals B. CONDITIONS OF BID The following instructions apply to all bids and proposals and become a part of terms and conditions of any bid submitted to the Brazos County Purchasing Department, unless otherwise specified elsewhere in this Proposal. All Contractors are required to be informed of these Terms and Conditions and will be held responsible for having done so: 1. Definitions: In order to simplify the language throughout this proposal, the following definitions shall apply: a. BRAZOS COUNTY - Same as County. Vol. / a8 Pg /7 Proposal Continuation Sheet Proposal Request No. 2009-19 BRAZOS COUNTY, TEXAS Page 2 of 17 pages b. COMMISSIONERS' COURT - The elected officials of Brazos County, Texas given the authority to exercise such powers and jurisdiction of all county business as conferred by the State Constitution and Laws. C. CONTRACT - An agreement between the County and a Supplier to furnish supplies and/or services over a designated period of time during which repeated purchases are made of the commodity specified. d. CONTRACTOR - The successful Contractor(s) of this proposal request. e. COUNTY - The government of Brazos County, Texas and its authorized representatives. f. SUB-CONTRACTOR - Any contractor hired by the Contractor or Supplier to famish materials and services specified in this proposal request. g. SUPPLIER - Same as Contractor. 2. Upon acceptance and approval by the Commissioners' Court, this proposal effects a working contract between Brazos County and the successful Contractor for the period designated. 3. Proposals must be received by the Purchasing Department prior to the time and date specified. 4. The County reserves the right to accept or reject in part or in whole, any proposals submitted, and to waive any technicalities for the best interest of the County. 5. Brazos County shall not be responsible for any verbal communication between any employee of the County and any potential Contractor. Only written specifications and written price quotations will be considered. 6. Brazos County reserves the right to reject any proposals that do not fully respond to each specified item. 7. The Contractor must include Employer Identification Number or Social Security Number and signature for the proposal to be valid. 8. Should there be a change in ownership or management, the contract shall be canceled unless a mutual agreement is reached with the new owner to continue the contract with its present provisions and prices. This contract is nontransferable by either parry. 9. The County may cancel this contract at any time for any reason, provided a thirty- day written notice is given. 10. The proposal award shall be based on, but not necessarily limited to, the following factors: a. Total Cost including the Alternates and Addenda 50% b. Proposed contract time for construction 20% c. Quality of performance on similar projects 10% d. Proposed subcontractor's experience with Brazos County 10% vol. ! -2 Pg. l ? Proposal Continuation Sheet Proposal Request No. 2009-19 BRAZOS COUNTY, TEXAS Page 3 of 17 pages e. References 10% Although the cost is an essential part of the proposal, Brazos County is not obligated to award a contract on the sole basis of cost. A. Ranking Committee a. Randy Sims, County Judge b. Duane Peters, Commissioner, Pct. 2 - Chairman c. Tom Quarles, Exposition Center Director d Gary Arnold, Project Manager for Expo/ Road & Bridge Dept. e. Irene Jett, Budget Officer f Barron Hobbs, Member of Hotel Occupancy Tax Committee g Jim McCord, Member of Hotel Occupancy Tax Committee h. Jim Singleton, Architect (non voting member) i. Charles Wendt, Asst. Purchasing Agent (non voting member) j. Pat Howard, Purchasing Agent (nonvoting member) 11. Acceptance of work provided shall be made by the County at the sole discretion of the Commissioner's Court when all terms and conditions of the contract and specifications have been met to its satisfaction, including the submission to the County of any and all documentation as may be required. 12. Title and Risk of Loss of the goods shall not pass to Brazos County until the County actually accepts and takes possession of the goods at the point or points of delivery. 13. This agreement shall be governed by the Uniform Commercial Code as adopted in the State of Texas as effective and in force on the date of this agreement. 14. The Proposal must specify the number of consecutive calendar days required to complete the project. 15. No proposal may be withdrawn after opening time without acceptable reason and with the approval of Commissioner's Court. 16. Proposals will not be considered if submitted by telephone, fax or any other means of rapid dispatch, nor will a bid be considered if submitted to any other person or department other than specifically instructed. 17. Proposals must show full company name mailing address and telephone number and be manually signed by an authorized sales or quotation representative of the Contractor. Company name and authorized signature shall appear in each space provided. 18. It is our policy not to disclose proposal results over the phone. Proposal results and tabulation sheets will be posted on Brazos County website, Purchasing Department, after it is awarded by Commissioners Court. Vol. IdT Pg. 19 Proposal Continuation Sheet Proposal Request No. 2009-19 BRAZOS COUNTY, TEXAS Page 4 of 17 pages 19. This Proposal will be made part of any resulting contract the County may enter into. C. SPECIAL PROVISIONS 1. Contractors with questions regarding the proposal should contact Jason Kinnard, AIA LEED A.P., Project Architect, 1711 Cavitt Ave., Bryan, TX 77801, phone 979-779-5757,e-mail- Jason@jsarchitects.com 2. Fill out the proposal completely identify the proposal name and number on the outside and return it to the Brazos County Purchasing Department, Administration Building 200 South Texas Ave Suite 352, Bryan, Texas 77803 by 2.00 p.m., Thursday August 27, 2009 The proposal is invalid if it is not deposited at the designated location prior to the time and date advertised, or prior extension issued to the Contractors. 3. All proposals shall be prepared on the bid forms located on the Brazos County web site www.co.brazos.tx.us. Go to departments and choose Purchasing, then go to Bids and RFP's. Download the bid or RFP that pertains to you. Be sure to put the proposal number and name on the front of the envelope before mailing it to the Purchasing Department. 4. During the evaluation process, Brazos County reserves the right, in the best interest of the County, to request additional information or clarification from Contractors. 5. At the public opening, the proposals shall be opened and acknowledged. 6. The contract shall be awarded to the responsible Contractor whose proposal is determined to be the best evaluated offer. 7. All proposals reasonably susceptible to being selected will be given fair and equal consideration, and discussions may be conducted with these Contractors 8. Your response to this proposal should be clear and concise addressing all requirements listed above and any other factors not specifically mentioned which would be advantageous to Brazos County. 9. Performance Standards: 1. All services contracted herein shall be done in a courteous and orderly manner. All Contractor personnel shall be appropriately dressed at all times while on the property. 2. The personnel performing the services contracted herein shall be under the sole responsibility and the employ of the Contractor. Vol. Pg• 'PI 6 I Proposal Continuation Sheet Proposal Request No. 2009-19 BRAZOS COUNTY, TEXAS Page 5 of 17 pages 3. All materials and equipment brought to the site are full responsibility and liability of the Contractor until removed from the site as required. 4. Unless otherwise specifically noted, the Contractor shall provide and pay for all labor, materials, equipment, tools, transportation, and other facilities and services necessary for the proper execution and completion of the work herein contracted to be done. 5. The Contractor shall give all notices and comply with all laws, ordinances, rules, regulations, and order of any public authority in connection with the performance of the work herein to be done. 6. The Contractor shall be responsible for initiating, maintaining and supervising appropriate safety precautions and programs in connection with the work herein contracted to be done. The Contractor shall take all reasonable precautions for safety of, and shall provide all reasonable protection to prevent damage, injury or loss to: (1) all employees on the project and other persons who may be affected thereby, (2) the project and all materials and equipment to be incorporated therein, and (3) other property at the site or adjacent thereto. 7. Contractor will be responsible for immediate notification of all damage to the property by the Contractor or its representative(s). D. TAXES Brazos County is tax exempt. Tax exemption certificates will be executed by the County upon request. E. INSURANCE The Contractor shall procure and maintain at its sole cost and expense for the duration of this Agreement insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Contractor, its agents, representatives, volunteers, employees or subcontractors. The Contractor's insurance coverage shall be primary insurance with respect to the County, its officials, employees and volunteers. Any insurance or self-insurance maintained by the County, its officials, employees or volunteers shall be considered in excess of the Contractor's insurance and shall not contribute to it. Further, the Contractor shall include all subcontractors as additional insured under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated herein. All Certificates of Insurance and endorsements shall be furnished to the County's Representative and approved by the County before work commences. Standard Insurance Policies Required: a. Commercial General Liability Policy b. Automobile Liability Policy C. Worker's Compensation Poli x ,y P I Vol. o~d g. Proposal Continuation Sheet Proposal Request No. 2009-19 BRAZOS COUNTY, TEXAS Page 6 of 17 pages General Requirements applicable to all policies: a. Only insurance carriers licensed and admitted to do business in the State of Texas will be accepted. b. Deductibles shall be listed on the Certificate of Insurance and are acceptable only on a per occurrence basis for property damage only. C. "Claims Made" policies will not be accepted. d. Each insurance policy shall be endorsed to state that coverage shall not be suspended, voided, canceled, reduced in coverage or in limits except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to Brazos County. e. All insurance policies shall be furnished to Brazos County upon request. 1. COMMERCIAL GENERAL LIABILITY a. General Liability insurance shall be written by carrier with an A:VlH or better rating in accordance with the current Best Key Rating guide. b. Minimum Combined Single Limit of $1,000,000.00 per occurrence for bodily injury and property damage. c. No coverage shall be deleted from the standard policy without notification of individual exclusions being attached for review and acceptance. 2. AUTOMOBILE LIABILITY a. General Liability Insurance shall be written by a carrier with an A:VUI or better rating in accordance with the current Best Key Rating Guide. b. Minimum Combined Single Limit of $600,000.00 per occurrence for bodily injury and property damage. 3. WORKER'S COMPENSATION INSURANCE Pursuant to the requirements set forth in Title 28, Section 110.110 of the Texas compensation insurance policy; either directly through their employer's policy (the Contractor's or subcontractor's policy) or through an executed coverage agreement on an approved TWCC form. Accordingly, if a subcontractor does not have his or her own policy and a coverage agreement is used, Contractors and subcontractors must use that portion of the forth whereby the hiring contractor agrees to provide coverage to the employees of the subcontractor. The portion of the form that would otherwise allow them not to provide coverage for the employees of an independent contractor may not be used. The worker's compensation insurance shall include the following terms: a. Employer's Liability limits of $500,000.00 for each accident is required. b. "Texas Waiver of Our Right to Recover From Others Endorsement" shall be included in this policy. (Waiver of Subrogation) Pursuant to the explicit terms of Title 28, Section 110.110 ( c ) (7) of the Texas Administrative Code, the bid specifications, this Agreement, and all subcontracts on this Project must include Vol. IRS Pg. C-~- Proposal Continuation Sheet Proposal Request No. 2009-19 BRAZOS COUN'T'Y, TEXAS Page 7 of 17 pages the following terms and conditions in the following language, without any additional words or changes, except those required to accommodate the specific document in which they are contained or to impose stricter standards of documentation: A. Definitions: Certificate o coverage ("certi cate "L A copy of a certificate of insurance, a certificate of authority to self-insure issued by the Texas Worker's Compensation Commission, or a coverage agreement )TWCC-81), TWCC-83, or TWCC-84), showing statutory worker's compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration o the proms - includes the time from the beginning of the work on the project until the Contractor's/person's work on the project has been completed and accepted by the governmental entity. Persons providing services on thearoiect ("subcontractors" in section 406.096 !of the Texas Labor Codel) - includes all persons or entities performing all or part of the services the Contractor has undertaken to perform on the project, regardless of whether that person has employees. This includes, without limitation, independent Contractors, subcontractors, leasing companies, motor carriers, owner-operators, employees of any such entity or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery ofportable toilets. B. The Contractor shall provide coverage, based on the proper reporting of classification codes and payroll amounts and filing of any coverage agreements, that meets the statutory requirements of Texas Labor Code, Section 401.011 (44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entityprior to being awarded the contract. D. It the coverage period shown on the Contractor's current certificate of coverage ends during the duration of the project, the Contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The Contractor shall obtain from each person providing services on a project, and provide to the governmental entity: (1) a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file providing services on the project, and certificates of coverage showing coverage for all person; and (2) no later than seven calendar days after receipt by the Contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. vol. Id-F pg. 023 Proposal Continuation Sheet Proposal Request No. 2009-19 BRAZOS COUNTY, TEXAS Page 8 of 17 pages F. The Contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The Contractor shall note the governmental entity in writing by certified mail or personal delivery, within 10 calendar days after the Contractor knew or should have known, or any change that materially affects the provision of coverage of any person providing services on the project. H. The Contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. 1. The Contractor shall contractually require each person with whom it contracts to provide services on a project, to: (1) provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreement, that meets the statutory requirements of Texas Labor Code, Section 401.011 (44) for all of its employees providing services on the project, for the duration of the project; (2) provide to the Contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; (3) provide the Contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. (4) obtain from each other person with whom it contracts, and provide to the Contractor: (a) a certificate of coverage, prior to the other person beginning work on the project; and (b) a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; (5) retain all required certificates of coverage on file for the duration of the project and for one year thereafter; (6) notify the governmental entity in writing by certified mail or personal delivery, within 10 calendar days after the person know or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and Vol. I0i - pg Proposal Continuation Sheet Proposal Request No. 2009-19 BRAZOS COUNTY, TEXAS Page 9 of 17 pages (7) contractually require each person with whom it contracts, to perform as required by paragraphs (a)-(g), with the certificates of coverage to be provided to the person for whom they are providing services. J. By signing this contract, or providing, or causing to be provided a certificate of coverage, the Contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be fled with the appropriate insurance carrier, or, in the case of a self-insured, with the commission's Division of Self-Insurance regulation. Providing false or misleading information may subject the Contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. 4. CERTIFICATES OF INSURANCE shall be prepared and executed by the insurance company or its authorized agent, and shall contain the following provisions and warranties: a. The company is licensed and admitted to do business in the State of Texas. b. The insurance policies provided by the insurance company are underwritten on forms that have been provided by the Texas State Board of Insurance or ISO. C. All endorsements and insurance coverage according to requirements and instructions contained herein. d. The form of the notice of cancellation, termination, or change in coverage, provisions to Brazos County. e. Original endorsements affecting coverage required by the section shall be furnished with the certificates of insurance. 5. COMPLIANCE WITH LAW The Contractor's work and materials shall comply with all state and federal laws, municipal ordinances, regulations, and directions of inspectors appointed by proper authorities having jurisdiction. The Contractor shall perform and require all subcontractors to perform the work in accordance with applicable laws, codes, ordinances, and regulations of the State of Texas and the United States and in compliance with OSHA and other laws as they apply to its employees. In the event any of the conditions of the specifications violate the code for any industry, then such code conditions shall prevail. The Contractor shall follow all applicable state and federal laws, municipal ordinances, and guidelines concerning soil erosion and sediment control throughout the Project and warranty term. 6. SAFETY PRECAUTIONS Safety precautions at the site are a part of the construction techniques and processes for which the Contractor shall be solely responsible. The Contractor is solely responsible for handling and use of hazardous materials or waste, and informing employees of any such hazardous materials or waste. The Contractor shall provide copies of all hazardous Vol. /a pg. 025 Proposal Continuation Sheet Proposal Request No. 2009-19 BRAZOS COUNTY, TEXAS Page 10 of 17 pages materials and waste data sheets to the Bryan Fire Department marked "Attn.: Assistant Chief'. The Contractor has the sole obligation to protect or wam any individual of potential hazards created by the performance of the work set forth herein. The Contractor shall, at its own expense, take such precautionary measures for the protection of persons, property, and the work as may be necessary. The Contractor shall be held responsible for all damages to property, personal injuries and/or death due to failure of safety devices of any type or nature that may be required to protect or warn any individual of potential hazards created by the performance of the work set forth herein; and when any property damage is incurred, the damaged portion shall immediately be replaced or compensated for by the Contractor at its own cost and expense. 7. INDEMNITY To the fullest extent permitted by law, the Contractor agrees to and shall indemnify, hold harmless, and defend the County, its officers, agents, and employees form and against any and all claims, losses, damages, causes of action, suits, and liability of every kind, including all expenses of litigation, court costs, and attorney's fees for injury to or death of any person, for damage to any property, or for any breach of contract, arising out of or in connection with the work done by the Contractor under this Contract, provided that any such claim, loss, damage, cause of action, suit or liability is caused in whole or in part by an act or omission of the Contractor, any subcontractor, or any person, organization directly or indirectly employed by any of them to perform or furnish work on the Project. This indemnity shall apply regardless of whether such injuries, death, damages, or breach are caused in part by the negligence or omission of the County, any other party indemnified hereunder, the Contractor, or a third party. The indemnification shall include but not be limited to the following specific instances: a. In the event the County is damaged due to the act, omission, mistake, fault or default of the Contractor, then the Contractor shall indemnify and hold harmless and defend the County for such damage. b. The Contractor shall indemnify and hold harmless and defend the County from any claims for payment for goods or services brought by any material suppliers, mechanics, laborers, or other subcontractors. C. The Contractor shall indemnify and hold harmless and defend the County from any an all injuries to or claims to adjacent property owners caused by the Contractor, its agents, employees and representatives. d. The Contractor shall be responsible for any damage to the floor, walls, etc., caused by the Contractor's personnel or equipment. C. The Contractor shall also be responsible for the removal of all related debris. 'I Olt 42 4? Pg. Vol. Proposal Continuation Sheet Proposal Request No. 2009-19 BRAZOS COUNTY, TEXAS Page 11 of 17 pages f. The Contractor shall also be responsible for subcontractors hired. g. The Contractor shall indemnify, hold harmless, and defend the County from any liability caused by the Contractor's failure to comply with applicable federal, state, or local regulations, that touch upon or concern the maintenance of a safe and protected working environment and the safe use and operation of machinery and equipment in that working environment, no matter where fault or responsibility lies. The indemnification obligations of the Contractor under this section shall not extend to include the liability of any professional engineer, the architect, their consultants, and agents or employees of any of them arising out of (1) the preparation or approval of maps, drawings, opinions, reports, surveys, change orders, designs or specifications, or (2) the giving of or the failure to give directions or instructions by the professional engineer, the architect, their consultants, and agents and employees of any of them, provided such giving or failure to give is the primary cause of the injury or damage. 8. RELEASE The Contractor assumes full responsibility for the work to be performed hereunder, and hereby releases, relinquishes, and discharges the County, its officers, agents, and employees from all claims, demands, and causes of action of every kind and character, including the cost of defense thereof, for any injury to or death of any person (whether employees of either parry or other third parties) and any loss of or damage to any property (whether property of either of the parties hereto, their employees, or of third parties) that is caused by or alleged to be caused by, arising out of, or in connection with the Contractor's work to be performed hereunder. This release shall apply regardless of whether said claims, demands, and causes of action are covered in whole or in part by insurance, and in the event of injury, death, property damage, or loss suffered by the Contractor, any subcontractor, or any person or organization directly or indirectly employed by any of them to perform or furnish work on the project, this release shall apply regardless of whether such injury, death, loss, or damage was caused in whole or in part by the negligence of the County. F. BONDING REQUIREMENTS 1. All bidders must submit, with proposal, a cashier's check or certified check for at least five percent (51/o) of the total bid price, payable to the order of Brazos County or a Bid Bond in the same amount issued by a surety, acceptable to Brazos County, authorized to do business in the State of Texas, as a guarantee that the Bidder will do the work described herein at the rates stated herein. Unsuccessful bidder's Cashier's Check or Certified Check will be returned after a written request to do so has been received by the Purchasing Agent. 2. In the event the total accepted bid price exceeds $50,000 the successful bidder must provide to the Purchasing Department, a performance bond and a payment body, each in the amount of 100% if the total .contract sum within ten (10) calendar days after receipt of notification of bid award. Such bonds shall be vol. lad pg. -2-7 Proposal Continuation Sheet Proposal Request No. 2009-19 BRAZOS COUNTY, TEXAS Page 12 of 17 pages executed by a corporate surety duly'authorized and admitted to do business in the State of Texas and licensed in the State of Texas to issue surety bonds with a Best Rating "A" or better. BRAZOS COUNTY RESERVES THE RIGHT TO ACCEPT OR REJECT ANY SURETY COMPANY PROPOSED BY THE BIDDER. IN THE EVENT BRAZOS REJECTS THE PROPOSED SURETY COMOPANY THE BIDDER WILL BE AFFORDED FIVE (5) ADDITIONAL DAYS TO SUBMIT THE REQUIRED BONDS ISSUED BY A SURETY COMPANY ACCEPTABLE TO BRAZOS COUNTY. G. PREPARATION OF BID 1. The Contractor shall submit his bid on the forms enclosed the Brazos County web site. All blank spaces in forms shall be correctly filled in by typewriter or manually in ink and the bidder shall state the prices. 2. If a bid is submitted by an individual, his name must be signed by him or his duly authorized agent. If the bid is submitted by a firm, association, or partnership, the name and address of each member must be given, and the bid must be signed by an official or duly authorized agent. 3. The Contractor must submit an original and nine (9) copies of the proposal to Brazos County. H. GENERAL CONDITIONS 1. Responsibility of the contractor to leave building site in as good or better condition at building turn over 2. Contractor is responsible for relocating pier spoils to an area on site, in a location designated by the owner. 3. Contractor is to be responsible for all safety reporting and compliance with governing regulations. 1. SCOPE OF SERVICES Construction of: 1. PROJECT DESCRIPTION OF BASE BID 1. Site work - parking for 168 cars 2. 87,100 sf pre-engineered metal building 700 seat Covered Arena 3. 65,000 sf pre-engineered meal building Stall Barn 4. 14,750 sf pre-engineered metal building Covered Connection 5. MEP and associated Modifications to existing, Covered Arena and Stall Barn vol. / d- 00' pg. 02W Proposal Continuation Sheet Proposal Request No. 2009-19 BRAZOS COUNTY, TEXAS Page 13 of 17 pages 2. ALTERNATES 1. 31,500 sf Covered Wane Up Arena 2. 500 foot Road Extension 3. 7,200 sf Exhibit Hall Expansion - Two Bays 4. 14,400 sf Exhibit Hall Expansion - Four Bays 5. 32 RV Pedestals and Striping 6. 30 RV Parking Spaces and Pedestals I PROCUREMENT DOCUMENTS Complete sets of contract documents may be obtained electronically. Paper documents are not available from the Owner or Architect. Electronic documents may be obtained from Project Architect , Jason Kinnard, 1711 Cavitt Ave., Bryan, Texas 77801, phone/Fax 979-779-5757, e-mail is Jason@jsarchitects.com. K. BASE BID COST: 1. L. ALTERNATES: 1. Covered Warm Up Arena 2. Road Extension 3. Exhibit Hall Expansion - Two Bay 4. Exhibit Hall Expansion - Four Bay 4. 32 RV Pedestals and Striping Von. a Pg. a 9 Proposal Continuation Sheet Proposal Request No. 2009-19 BRAZOS COUNTY, TEXAS Page 14 of 17 pages 5. 30 RV Parking Spaces and Pedestals TOTAL CONSTRUCTION $ M. TIMELINES: 1. List calendar days to complete the project without alternates 2. List additional calendar days to complete (1) Covered Warm Up Arena 3 List additional calendar days to complete (2) Road Extension 4. List additional calendar days to complete (3) Exhibit Hall Expansion (Two Bays) 5. List additional calendar days to complete (4) Exhibit hall Expansion - Four Bays 6. List additional calendar days to complete (5) 32 RV Pedestals and Striping 7. List additional calendar days to complete (6) 30 RV Parking Spaces and Pedestals 8. List calendar days to complete base bid and all six (6) alternates i Proposal Continuation Sheet Proposal Request No. 2009-19 BRAZOS COUNTY, TEXAS Page 15 of 17 pages N. REFERENCES: Please list four (4) references including name and telephone number of person to speak with. 1. Company Name of Project Name of Owner Phone Number 2. Company Name of Project Name of Owner Phone Number 3. Company Name of Project Name of Owner Phone Number 4. Company Name of Project Name of Owner Phone number 0. LIST OF SUB-CONTRACTORS: 1. Site Work 2. Site Paving 3. Site Utilities ~02 8 Pg `Vol. Proposal Continuation Sheet Proposal Request No. 2009-19 BRAZOS COUNTY, TEXAS Page 16 of 17 pages 4. Pre-engineered Metal Building 5. Concrete 6. Electrical 7. Sound (AV) 8. Mechanical 9. Plumbing 10. Masonry 11. Bleachers 12. Drywall P. CERTIFICATION OF PROPOSAL The undersigned affirms that they are duly authorized to execute this contract, that this bid has not been prepared in collusion with any other Contractor, and that the contents of this bid have not been communicated to any other Contractor prior to the official opening. Signed By: Title: Typed Name: Company Name: Phone No. Mailing Address: P. O. Box or Street City State Zip Employer Identification Number: Vol. Pg. 3a, Proposal Continuation Sheet Proposal Request No. 2009-19 BRAZOS COUNTY, TEXAS Page 17 of 17 pages Social Security Number: CORPORATE SEAL IF SUBMITTED BY A CORPORATION END OF RFP NO. 2009-19 3-3 Vol. °2$ Pg AIA Document A201Ta - 2007 ;G~e 1 Conditions of the Contract for Construction ,g # following PROJECT: e and location or address) Expansion of Brazos County Exposition Center Phase II ADDITIONS AND DELETIONS: `5557 Leonard Road , 33&an Texas 77807 The author of this document has added information needed for its ,r completion. The author may also )WN xa ."E t' have revised the text of the original gme 1 dress) AIA standard form. An Additions and nunly DS Re es K8 P ' Deletions Report that notes added ~,kt I So e,e 332 information as well as revisions to aq,~, , 7 0 r. the standard form text is available from the author and should be H~R ITE 'fls ; , 4 reviewed. A vertical line in the left e r eg _ tus da ss) margin of this document indicates where the author has added `Y14a r td v , ~ fi' ~ Gia~enatzt s ^ u r~ necessary information and where s e 77 the author has added to or deleted -r „ . a vrv~^ from the original AIA text. 4:.. E~, This document has important legal k ' r consequences. Consultation with an S.,r t 1"~,' E if ^ soQ attorney is encouraged with respect x'ER,' to its completion or modification. w4x ARTE~C c fi :ren f3 BNt9C,yTORS )tY ~v 12 N{ „C STR - 710N BY OWNER OR BY SEPARATE CONTRACTORS fst YNre P~3 AN4 .fi 1~ r x . `r S f v t& p~ ~,r ,7 °'1 rg I NGES IN TH `WA~ n ~1r $TIME . rry~yvy',a T' 9 PAYMENfiSJ1ND~CMpLETION r t0 PRQCTION OF PERSONS AND PROPERTY W. q- INSURANCE, r 11~ AND BONDS 12 UNCOVERING AND CORRECTION OF WORK i 13 `R MISCELLANEOUS PROVISIONS 1d< TERMINATION OR SUSPENSION OF THE CONTRACT 15 CLAIMS AND DISPUTES AIA Document A201-- 20D7. Copyright m 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The Amencan IniL Institute of Architects. All rights reserved. WARNING: This AIA* Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 1 r, coproduction or distribution of this AIA* Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possib under the law, expires on 0 9/09/201 0 5 nld is not for nasale.This document was produced by AIA p( Q 57;39 on 11/022009 under Order No. 86753126381 which User Notes: VOL - / e 7T (1461069932) I R INDEX Architect's Additional Services and Expenses N altd numbers in bold are section headings.) 2.4.1, 11.3.1.1, 12.2.1, 13.5.2, 13.5.3, 14.2.4 E1 <o` "5 X1®h s ' Architect's Administration of the Contrail - 3.1.3, 4.2, 3.7.4, 15.2, 9.4.1, 9.5 cc fence of Nonconforming Work Architect's Approvals ~ N =.9.3, 12.3 2.4.1, 3.1.3, 3.5, 3.10.2, 4.2.7 tance of Work Architect's Authority to Reject Work 6, 9.8.2, 9.9.3, 9.1 0;= 9.10.3, 12.3 3.5, 4.2.6, 12.1.2, 12.2.1 ass to Work Architect's Copyright x 6 2 1 1.1.7, 1.5 tdent tion Architect's Decisions a a; . 3.7.4, 4.2.6, 4.2.7, 4.2.11, 4.2.12, 4.2.13, 4.2.14, 6.3, and' lions 7.3.7, 7.3.9, 8.1.3, 8.3.1, 9.2, 9.4.1, 9.5, 9.8.4, 9.9.1, ~ J.. ;2 8.3.1, 9.5.1, 10.2.5, 13.5.2, 15.2, 15.3 813 Architect's Inspections de 3.7.4, 4.2.2, 4.2.9, 9.4.2, 9.8.3, 9.9.2, 9.10.1, 13.5 Architect's Instructions ~ dd nr s 1 3.2.4, 3.3.1, 4.2.6, 4.2.7, 13.5.2 4 3 . 3x5, 3, 15.1.4 Architect's Interpretations na ec 1ting 4.2.11, 4.2.12 .8 Architect's Project Representative itio al s 4.2.10 + az~ r 4 t~ ~ Architect's Relationship with Contractor u dal p'Ce, Clatnis or 1.1.2, 1.5, 3.1"3, 3.2.2, 3.2.3, 3.2.4, 3.3.1, 3.4.2, 3.5, -.2 3 53.15.1.5 3.7.4, 3.7.5, 3.9.2, 3.9.3, 3.10, 3.11, 3.12, 3.16, 3.18, _ms. o ff pxect 4.1.2, 4.1.3, 4.2, 5.2, 6.2.2, 7, 8.3.1, 9.2, 9.3, 9.4, 9.5, 4 9.7, 9.8, 9.9, 10.2.6, 10.3, 11.3.7, 12, 13.4.2, 13.5, ' Ott gnti o Bid 15.2 Architect's Relationship with Subcontractors 1.1.2, 4.2.3, 4.2.4, 4.2.6, 9.6.3, 9.6.4, 11.3.7 c, ffect 4vim •,F"'.,1 "ma Architect's Representations r * ances 9.4.2, 9.5.1, 9.10.1 t s r ros 5~, x 'T --i$ 7 t Architect's Site Visits t§~~ p r s M 3.7.4, 4.2.2, 4.2.9, 9.4.2, 9.5.1, 9.9.2, 9.10.1, 13.5 0 Asbestos '`sons on ayment10.3.1 "s E *jg #M4 2' 9 3, 9.4,9~~ 7' 9.10, Attorneys' Fees r w~ x~l~ 3.18.1, 9.10.2, 10.3.3 elz^ 2 2,(~ 4 31'3 ~-~3 .12.8, 3.12.9, 3.12.10, 6.Award 6 1.2eparate Contracts * 4.2 7 9 3 213- 5 IC,1'~ Award of Subcontracts and Other Contracts for N AUttrahon Portions of the Work 8.3 1 113X110.1& 1 1 1532 15.4 5.2 v r i y~} - `1 5~~'.A;RCHTCEC~~y'"~ Basic Definitions :4 a ~Y y 8 ~zPk V ~ 1.1 Architect, De$tti tong Bidding Requirements h- 4.1.1 1.1.1, 5.2.1, 11.4.1 ,Afchitect,lExtent of Authority Binding Dispute Resolution 2 I, 3 12 7 1'414.2, 5.2, 6.3, 7.1.2, 7.3.7, 7.4, 9.2, 9.7, 11.3.9, 11.3.10, 13.1.1, 15.2.5, 15.2.6.1, 15.3.1, 9'3 1$9,4} 9r5 4.3, 9.8, 9.10.1, 9.10.3, 12.1, 12.2.1, 15.3.2, 15.4.1 13 Se1i 13z52'~ 2.2, 14.2.4, 15.1.3, 15.2.1 Boiler and Machinery Insurance ,".rclit~onsofAuthority and 11.3.2 Responsibility Bonds, Lien 2.1.1, 3.12.4, 3.12.8, 3.12.10, 4.1.2, 4.2.1, 4.2.2, 7.3.7.4, 9.10.2, 9.10.3 4.2.3, 4.2.6, 4.2.7, 4.2.10, 4.2.12, 4.2.13, 5.2.1, 7.4, Bonds, Performance, and Payment 9.4.2, 9.5.3, 9.6.4, 15.1.3, 15.2 7.3.7.4, 9.6.7, 9.10.3, 11.3.9, 11.4 AIA Document A201TM- 2007. Copyright 01911, 1915, 191 B, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Init. Institute of Architects. All rights reserved. WARNING: This Al a Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 2 reproduction or distribution of this AIAe Document or any portion of it may result In severe civil and criminal penalties, and will be prosecuted to the J/ maximum extent possible under the law. This document was produced by I ohware at 09:57:35 on 11/0 0 under Order No.8675312638_1 which expres on 091092010, and is not for resale' P User Notes: VOI. r D' (1481069932) Building Permit Completion, Substantial 3.7.1 4.2.9,8.1.1,8.1.3,8.2.3,9.42,9.8,9.9.1,9.10.3, 1711 `fanf~~v s1 lion 12.2, 13.7 Tit r ~~g Compliance with Laws a~ t y er1t$'tfe of Substantial Completion 1.6.1, 3.2.3, 3.6, 3.7, 3.12.10, 3.13, 4.1.1, 9.6.4, 8.4, 9.8.5 10.2.2, 11.1, 11.3, 13.1, 13.4, 13.5.1, 13.5.2, 13.6, q3ates for Payment 14.1.1, 14.2.1.3, 15.2.8, 15.4.2, 15.4.3 € s .aUxu ~~~r' 4.2.5, 4.2.9, 9.3.3, 9.4, 9.5, 9.6.1, 9.6.6, 9.7, Concealed or Unknown Conditions 0 l Cates 141 1 14.2.4, 15.1.3 3.7.4, 4.2.8, 8.3.1, 10.3 ¢ ~_,~s epbficates sp..Testing or Approval Conditions of the Contract 1? 4 1.1.1, 6.1.1, 6.1.4 al I 1 ficates'~~ sur Consent, Written 2 11 3.4.2, 3.7.4, 3.12.8, 3.14.2, 4.1.2, 9.3.2 9.8.5, 9.9.1, 9.10.2, 9.10.3, 11.3.1, 13.2, 13.4.2, 15.4.4.2 sage S ~3, 3.11.1, 3.12.8, 4.2.8, Consolidation or Joinder . x 31' .3 .1 .6, 7.3.9, 7.3.10, 15.4.4 .3.1.2, 11.3.4, 11.3.9, CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 1.1.4, 6 han rd re t ~{i ey i 7: _ Construction Change Directive, Definition of 1s 7.3.1 s ~ 8 1_4,7.4.1, 8.3.1, Construction Change Directives 1.1.1, 3.4.2, 3.12.8, 4.2.8, 7.1.1, 7.1.2, 7.1.3, 7.3, I ms Dp f 9.3.1.1 Construction Schedules, Contractor's 1 S 3.10, 3.12.1, 3.12.2, 6.1.3, 15.1.5.2 0.4, 10.3.3, 15, 15.4 Contingent Assignment of Subcontracts 1 t, fClaims 5.4, 14.2.2.2 1. Continuing Contract Performance s o d ost 15.1.3 ~t 6 1 3 3 2 115.1.4 Contract, Definition of al r o~l' me 1.1.2 4 CONTRACT, TERMINATION OR th r4, 3.74 8 5.21150 r k ct481@dprUpknown Con dton5,4 for SUSPENSION OF THE R laims 5.4.1.1, 11.3.9, 14 y§ g g d Contract Administration e'a wy<, $ 6. Hl~ 3, 9 .5. 1 3.3, 11.1.1, 3.1.3, 4, 9.4, 9.5 1 3, 14Contract Award and Execution, Conditions Relating w:(a,m u~ptbArtratiop u to SWIN Vrq* Ai,,'sy 3.7.1, 3.10, 5.2, 6.1, 11.1.3, 11.3.6, 11.4.1 §.~,;'Clleulyg U ,+~;~is,yContract Documents, Copies Furnished and Use of 3.15,6.3 *tv" 1.5.2, 2.2.5, 5.3 Cotttntencement of eY`,cuky'Cpndttions Relating to Contract Documents, Definition of T w ~.2~1 3P2,34 371 f10. 3.12.6,5.2.1,5.2.3, 1.1.1 41 F 2 2 8 1 8~rS 1, 11 1, 11.3.1, 11.3.6, 11.4.1, Contract Sum , yy 7aa Y R9R1 S 3.7.4, 3.8, 5.2.3, 7.2, 7.3, 7.4, 9.1, 9.4.2, 9.5.1.4, ' `Commencem~ent ofthe=Work, Definition of 9.6.7, 9.7, 10.3.2, 11.3.1, 14.2.4, 14.3.2, 15.1.4, 15.2.5 Gt~mmumcawns FaciGtafing Contract Contract Sum, Definition of * ~Ad'mimstrahon 9.1 '3rQ ] '4 2 4 r Contract Time Pomp7e[tbti Cotlditions Relating to 3.7.4, 3.75, 3.10.2, 5.2.3, 7.2.1.3, 7.3.1, 7.3.5, 7.4, X4'1+, 1i`r3 14.2.2, 4.2.9, 8.2, 9.4.2, 9.8, 9.9.1, 8.1.1, 8.2.1, 8.3.1, 9.5.1, 9.7, 10.3.2, 12.1.1, 14.3.2, - 9.10, 12.2,13.7,14.1.2 15.1.5.1, 15.2.5 COMPLETION, PAYMENTS AND Contract Time, Definition of 9 8.1.1 AIA Document A201- - 2007. Copyright 011911, 1915, 1918, 1925, 1937, 1951, 1958, 1961. 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Init. Institute of Architects. All rights reserved. WARNING: This AIA° Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 3 reproduction or distribution of this AIA° Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the expires on 09 09/20105 and is not for resale This document produced by AIA software at 09:57: on 11/0212009 under Order No.86753126381 which maximum extent User Notes: V0 1 111 OQ` P _3 {sC/_ CONTRACTOR Costs 3 2.4.1, 3.2.4, 3.7.3, 3.8.2, 3.15.2, 5.4.2, 6.1.1, 6.2.3, ` ecfor, Definition of 7.33.3, 7.3.7, 7.3.8, 7.3.9, 9.10.2, 10.3.2, 10.3.6, 11.3, 12.1.2, 12.2.1, 12.2.4, 13.5, 14 ,Hu«r a~ ~.``s>x Eli or's Construction Schedules Cutting and Patching -3.10,Q 2.1, 3.12.2, 6.1.3, 15.1.5.2 3.14, 6.2.5 ,_'3ctor's Employees Damage to Construction of Owner or Separate gx , 3.4.3, 3.8.1, 3.9, 3.18.2, 4.2.3, 4.2.6, 10.2, 10.3, Contractors 111 3.7, 141 1 1.1, 3.14.2, 6.2.4, 10.2.1.2, 10.2.5, 10.4, 11.1.1, 11.3, 5~W -.ontractor' iabilt fi urance 12.2.4 f a g:. Damage to the Work tractor. aho1th Separate Contractors 3.14.2, 9.9.1, 10.2.1.2, 10.2.5, 10.4.1, 11.3.1, 12.2.4 Own o ces Damages, Claims for r 2 13,3. 12.1.2,12.2.4 3.2.4, 3.18, 6.1.1, 8.3.3, 9.5.1, 9.6.7, 10.3.3, 11. 1. 1, t5 3 4t - N lractOTs a wiY t$Subcontractors 11.3.5, 11.3.7, 14.1.3, 14.2.4, 15.1.6 9++~ 8 2 6.2, 9.6.7, 9.10.2, Damages for Delay +3 7 6.1.1, 8.3.3, 9.5.1.6, 9.7, 10.3.2 w bt 4 s ~i the Architect Date of Commencement of the Work, Definition of t i n I 1 2 X2.4, 3.3.1, 3.4.2, 3.5, 8.1.2 1 3 18, 4.1.3, 4.2, 5.2, Date of Substantial Completion, Definition of 4 01 9.8, %9,10.2.6, 8.1.3 -;M1 1 1 +i '.1 Day, Definition of a',°~ tra r p t,}~ 8.1.4 .2. # 3 it 2.1, 9.3.3, 9.8.2 Decisions of the Architect a~ F43 r' p ll or Those Performing the 3.7.4, 4.2.6, 4.2.7, 4.2.11, 4.2.12, 4.2.13, 15.2, 6.3, 7.3.7, 7.3.9, 8.1.3, 8.3.1, 9.2, 9.4, 9.5.1, 9.8.4, 9.9.1, 3 n 6,~ ~1, 10.2.8 13.5.2, 14.2.2, 14.2.4, 15.1, 15.2 tra w o ^ act Documents Decisions to Withhold Certification w 3 9.4.1, 9.5, 9.7, 14.1.1.3 a Work Defective or Nonconforming Work, Acceptance, Rejection and Correction of s t ate theotract 2.3.1, 2.4.1, 3.5, 4.2.6, 6.2.5, 9.5.1, 9.5.2, 9.6.6, 9.8.2, v 1~51i s Definitions , 12.2.1 n No It sY ` Definitions 0 521 2,9.3,9.8.2, 1.1,2.1.1,3.1:1,3.5,3.12.1,3.12.2,3.12.3,4.1.1, Q 9.3'1 1 3 11 4.2 15.1.1, 5.1, 6.1.2, 7.2.1, 7.3.1, 8.1, 9.1, 9.8.1 ndent - Delays and Extensions of Time 3.2, 3.7.4, 5.2.3, 7.2.1, 7.3.1, 7.4, 8.3, 9.5.1, 9.7, Xa, s S< ntra,Q sSpperv@Qn an~ Co}r §ttpction 10.3.2, 10.4.1, 14.3.2, 15.1.5, 15.2.5 & a lees Disputes 3, 363 1210 4~2~ 2..42.7, 6.1.3, 6.2.4, 6.3, 7.3.9, 15.1, 15.2 t4 7.13 7.3.5, 7 fl$$ 1 1 1 25.1.3 Documents and Samples at the Site Y ,y Co~}iact ual Liab h tty sll„ra ce 3.11 e + re 1"1 Srr~l,'2,',,` Drawings, Definition of 4 ~LtCroordmatlbma J Co eI 'on 1.1.5 1 13 2 1, 3,7 3 SA, 3.12.6, 6.1.3, 6.2.1 Drawings and Specifications, Use and Ownership of 'bples Fum1'shgd o':awings and Specifications 3.11 t 1.5, 2.2.5, 3.11 Effective Date of Insurance =l7-JrOpyllght5~ 5''nrx 8.2.2, 11.1.2 5zr317 ` Emergencies 10.4, 14.1.1.2, 15.1.4 2 3, 2e7 3, 4.2, 9.8.2, 9.8.3, 9.9.1, 12.1.2, 12.2 Employees, Contractor's Carrelatitin and Intent of the Contract Documents 3.3.2, 3.4.3, 3.8.1, 3.9, 3.18.2, 4.2.3, 4.2,6, 10.2, 1.2 10.3.3, 11.1.1, 11.3.7, 14.1, 14.2.1.1 Cost, Definition of 7.3.7 AAA Document A201- - 2007. Copyright m 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Init. Institute of Architects. All rights reserved. WARNING: This AIAs Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized 4 reproduction or distribution of this AAAe Document, or any potion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 09:57:35 on 11/021200 der Order No.8675312638_1 which expires on 0910912010, and is not for resale. q User Notes: Vol. / Pg. (1481069932) i Equipment, Labor, Materials or Instruments of Service, Definition of 1.1.3 116,3.4,3.5,3.8.2,3.8.3,3.12,3.13.1,3.15.1, 1.1.7 r X41707, 5.2.1, 6.2.1, 7.3.7, 9.3.2, 9.3.3, 9.5.1.3, Insurance 24- 2.1, 10.2.4, 14.2.1.1, 14.2.1.2 3.18.1, 6.1.1, 7.3.7, 9.3.2, 9.8.4, 9.9.1, 9.10.2, 11 a2ipn and Progress of the Work Insurance, Boiler and Machinery x 1r~1,~.1, 1.2.2, 2.2.3, 2.2.5, 3.1, 3.3.1, 3.4.1, 3.5, 11.3.2 ; .10.1, 3.12, 3.14, 4.2, 6.2.2, 7.1.3, 7.3.5, 8.2, Insurance, Contractor's Liability '9.9.1,10.2,10.3,12.2,14.2,14.3.1,15.1.3 11.1 M~ ryy u, Extensions of Time6 Insurance, Effective Date of 14 3 7.4, 2 3 7 2,7 7.4, 9.5.1, 9.7, 10.3.2, 8.2.2, 11.1.2 1 14 3 " 1 5 51 Insurance, Loss of Use ure of +I mentAM 11.3.3 a, 1 3 9 %t 2G,4.1.1.3, 14.2.1.2 Insurance, Owner's Liability i1i ty Wnr ` 11.2 g Work) Insurance, Property - ~~yment 10.2.5, 11.3 x Q1 8_ I D l~ *11.1.3, 11.3.1, 11.3.5, Insurance, Stored Materials ~fa2 3 g4a...4 a}r ~3, 9.3.2 , %-14.1 n 6 ments er's INSURANCE AND BONDS F132..m~ r 11 4~ eRd~eIsn'rance Insurance Companies, Consent to Partial Occupancy t x atl ) 9.9.1 , Rr y p~t~4. Intent of the Contract Documents ;'s =s ~s ' ` xt 1.2.1, 4.2.7, 4.2.12, 4.2.13, 7.4 fi ovng " Interest RIP. 13.6 r q .409 ~U.'Gu t+, Interpretation h it enals d 1.2.3,1.4, 4.1.1, 5.1, 6.1.2, 15.1.1 ARAM 1 2 r rtA Interpretations, Written 'k MAP ~r- on $ actors and Supplies 4.2.11, 4.2.12, 15.1.4 g, 11' 1 Judgment on Final Award vi' ca k~xyr 15.4.2 Labor and Materials, Equipment f~ , a 3 18.J ~ 5~3~°10 3 5 11 6,~ % 1.1.3, 1.1.6, 3.4, 3.5, 3.8.2, 3.8.3, 3.12, 3.13, 3.15.1, ry, orm 9 p d}S z motes Refjutred of the Owner 4.2.6, 4.2.7, 5.2.1, 6.2.1, 7.3.7, 9.3.2, 93.3, 9.5.1.3, '3 X10 6 13 614 6.2.5, 9.10.2,10.2.1,10.2.4,14.2.1.1,14.2.1.2 5, qr R 9 4 0 .31 -11.4,13.5.1, Labor Disputes g ' r 4 4 1.4 I5. Laws and Regulations 1s Vr.*1~+ 1.5, 3.2.3, 3.6, 3.7, 3.12.10, 3.13.1, 4.1.1, 9.6.4, 9.9.1, s _talaaecrjon MakY`inrbon of 10.2.2, 11.1.1, 11.3, 13.1.1, 13.4, 13.5.1, 13.5.2, 13.6.1, 14, 15.2.8, 15.4 Decision MakeDedn41pns Liens In1iSa % 0PAIL4.2-2) W: A, ual De on*sx2 erl Enctent of Author ty 15.2.5 Limitatio s, Statutes. f .4, 15.2.8 ( y1 " ILL + 1""2 2 142:4 jg 1~3 15.2.1, 15.2.2, 15.2.3, 15.2.4, 12.2.5, 13.7, 15.4.1.1 k 'i,` en~" Limitations of Liability Injury or Damage to Person or Property 2.3.1, 3.2.2, 3.5, 3.12.10, 3.17, 3.18.1, 4.2.6, 4.2.7, 10 2 8, aA 4 4.2.12, 6.2.2, 9.4.2, 9.6.4, 9.6.7, 10.2.5, 10.3.3, 'r v I[isp,Pd ,tpns . ~ . 11.1.2, 11.2, 11.3.7, 12.2.5, 13.4.2 3;1 3 3i,0`~1Ia 4.2.2, 4.2.6, 4.2.9, 9.4.2, 9.8.3, Limitations of Time 9;9 7 9 $x22.1, 13.5 2.1.2, 2.2, 2.4, 3.2.2, 3.10, 3.11, 3.12.5, 3.15.1, 4.2.7, `3nstrucbon5to BI$ders 5.2, 5.3.1, 5.4.1, 6.2.4, 7.3, 7.4, 8.2, 9.2, 9.3.1, 9.3.3, 1.1.1 9.4.1, 9.5, 9.6, 9.7, 9.8, 9.9, 9.10, 11.1.3, 11.3.1.5, Instructions to the Contractor 11.3.6, 11.3.10, 12.2, 13.5, 13.7, 14, 15 3.2.4, 3.3.1, 3.8.1, 5.2.1, 7, 8.2.2, 12, 13.5.2 Loss of Use Insurance 11.3.3 Init. AIA Document A207" - 2007. CopydghtO 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The Amedcan institute of Architects. All rights reserved. WARNING: This AIAe Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 5 reproduction or distribution of this AIAe Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the ) maximum extent possible under the law. This documentwas produced by AIA software at 09:57.35 on 1110212009 under Order No.%75312636 1 which w0res on 09109/2010, and is not for resale. User Note: Vol. 1070 Pp (1481069832) Material Suppliers Owner, Information and Services Required of the 1.5 312.1 4.2.4,4.2.6,5.2.1,9.3,9.4.2,9.6,9.10.5 2.1.2, 2.2, 3.2.2, 3.12.10, 6.1.3, 6.1.4, 6.2.5, 9.3.2, 31*ra" a ih, Hazardous 9.6.1, 9.6.4, 9.9.2, 9.10.3, 10.3.3, 11.2, 11.3, 13.5.1, 3~A;~~~3tU.3 13.5.2, 14.1.1.4, 14.1.4, 15.1.3 2iterral6 Labor, Equipment and Owner's Authority ~ L,1M3 JJ.6,1.5.1, 3.4.1, 3.5, 3.8.2, 3.8.3, 3.12, 1.5, 2.1.1, 2.3.1, 2.4.1, 3.4.2, 3.8.1, 3.12.10, 3.14.2, IN E ' 3+13.15.1,4.2.6,4.2.7,5.2.1,6.2.1,7.3.7,9.3.2, 4.1.2, 4.1.3, 4.2.4, 4.2.9, 5.2.1, 5.2.4, 5.4.1, 6.1, 6.3, vr1 3 Y?9.5.1.3, , 9.10.2, 10.2.1.2, 10.2.4, 14.2.1.1, 7.2.1, 7.3.1, 8.2.2, 8.3.1, 9.3.1, 9.3.2, 9.5.1, 9.6.4, u 7Vy q F r 114>2.1.2 9.9.1, 9.10.2, 10.3.2, 11.1.3, 11.3.3, 11.3.10, 12.2.2, 010. s Met rzds Techm es, Sequences and 12.3.1, 13.2.2, 14.3, 14.4, 15.2.7 s;"N` eduresOf~onstrtic Owner's Financial Capability p. R 'A 1 3 12 1 0 2 2 4'~ ,'9.4.2 2.2.1, 13.2.2, 14.1.1.4 19 sl n,. ~pt t cr an Mhtclr$rtr; Owner's Liability Insurance 'ai Z*12158 11.2 a F ' Owner's Relationship with Subcontractors 1¢i 0 3+6 `2 4'5.2.5, 15.2.6, 15.3, 1.1.2, 5.2, 5.3, 5.4, 9.6.4, 9.10.2, 14.2.2 1 a~j,.4~ Owner's Right to Carry Out the Work 9e.4~'nthe", )S,e 2.4, 14.2.2 Owner's Right to Clean Up y IONS 6.3 rpt ~ i, y try r" Owner's Right to Perform Construction and to M ficatigpns~D rtron oV-yy,& Award Separate Contracts Kw 4, 0, 6.1 lficatrpnsAo like C p' ct Owner's Right to Stop the Work z r 2, X5.2.3, 7, 8.3.1, 9.7, 2.3 LOk 1 G Owner's Right to Suspend the Work a~ 14.3 t iz } f"Respons 1Xrty e ' + : n" Owner's Right to Terminate the Contract ib o CDq ding ` ptanceof 14.2 6166 "1 12 3 , Ownership and Use of Drawings, Specifications a min Worfik,.pfton and Correction of and Other Instruments of Service asiv 3"3 ; 2 y 641 iff w9 5 1 9-8 2 „9.9.3, 1.1.1, 1.1.6, 1.1.7, 1.5, 2.2.5, 3.2.2, 3.11.1, 3.17, .'Ac' 1w'1+~_,'y'd~„~t~ 4IDA vz ly~'. 4.2.12, 5.3.1 " " S 1oGc t < Partial Occupancy or Use ~ 13 an10.2 3.1 3 12 9, 5.2.1, 9.6.6, 9.9, 11.3.1.5 12221 13 3, 13.5.1, Patching, Cutting and 3a 12.8,154 3.14,6.2.5 Patents 3hL$x 1 3+2, 312915 X110 5.2.1, 9.7, 3.17 Ox 10.2.2 10 3 1 1 3 11 3 b 12.2.2.1,13.3, 14, Payment, Applications for 1g~ 71 n ~ 4.2.5, 7.3.9, 9.2, 9.3, 9.4, 9.5, 9.6.3, 9.7, 9.8.5, 9.10.1, r~t,+I, ' Nott ze of Cleans" r A'. , c a M- 14.2.3,14.2.4, 14.2.4, 14.4.3 3.7 4 s10 2 8, 1512 15 4; Payment, Certificates for k r V Notice ofgesfingand Inspect o s 4.2.5, 4.2.9, 9.3.3, 9.4, 9.5, 9.6.1, 9.6.6, 9.7, 9.10.1, " 1351 15 "ixrv - 9.10.3, 13.7, 14.1.1.3, 14.2.4 e + , r O.bservattml Con4~ctor's Payment, Failure of 32 3 7 4 9.5.1.3, 9.7, 9.10.2, 13.6, 14.1.1.3, 14.2.1.2 Occupancy Payment, Final 222,-,966,9811.3.1.5 4.2.1, 4.2.9, 9.8.2, 9.10, 11.1.2, 11.1.3, 11.4.1, 12.3. 1, Ordgs~ Wntieq ' 13.7, 14.2.4, 14.4.3 s r w 1 2N3,, 3 9 7, 8.2.2, 11.3.9, 12.1, 12.2.2.1, Payment Bond, Performance Band and 1 5 2 h4 3 „ t OW.13ER1 _k' ';r r`.7 7.3.7.4, 9.6.7, 9.10.3, 11.4 , Payments, Progress 2 9.3, 9.6, 9.8.5, 9.10.3, 13.6, 14.2.3, 15.1.3 Owner, Definition of PAYMENTS AND COMPLETION 2.1.1 9 AIA Document A201-- 2007. Copyn9ht m 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The Amencan Init. Institute of Architects. All rights reserved. WARNING: This A10 Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 6 reproduction or distribution of this AIAs Document, or any portion of it, may result in severe civil and criminal penalties, and will he prosecuted to the XUA-/ maximum extent possible under the law. This document was produced by AIA software at 09:57:35 on 11/02/2009 under Order No. 86753126381 which expires on 09/09/2010, and is not for resale. User Notes: Vol. ----Zft- (1481069932) Payments to Subcontractors Rights and Remedies S.4.2, 90.1.3, 9.6.2, 9.6.3, 9.6.4, 9.6.7, 14.2.1.2 1.1.2, 2.3, 2.4, 3.5, 3.7.4, 3.15.2, 4.2.6, 5.3, 5.4, 6. 1, R-rsnw 6.3, 7.3.1, 8.3, 9.5.1, 9.7, 10.2.5, 10.3, 12.2.2, 12.2.4, A 13.4, 14, 15.4 dormaace Bond and Payment Bond Royalties, Patents and Copyrights .n 6.7, 9'10.3,11.4 3.17 n~Y.~"t"'''e s, Fe es, Notices and Compliance with Laws Rules and Notices for Arbitration Z. 0, 3.7, 3.13, 7.3.7.4, 10.2.2 15.4.1 r ONS AND PROPERTY, PROTECTION Safety of Persons and Property M 10.2, 10.4 'I Safety Precautions and Programs l'chlor Biph~ . k 3.3.1, 4.2.2, 4.2.7, 5.3.1, 10.1, 10.2, 10.4 1t 1 19 Samples, Definition of + 1 l i net a s a ttrotoof 3.12.3 r,l 2 Samples, Shop Drawings, Product Data and ~ R mple;e 5hoP Drawings 3.11, 3.12, 4.2.7 t , u ~HI>i an a, , kE « „ 7,x- Samples at the Site, Documents and 4r ~i Rr~Y~ d~mpl""ehp 3.11 1 ny.2 X811 }~1'4 1 1.3 Schedule of Values M Pa tss IT 9.2, 9.3.1 3 a,,9 t 1Qm 1413, 15.1.3 Schedules, Construction D ct fftlrtl n'a 3.10, 3.12.1, 3.12.2, 6.1.3, 15.1.5.2 e5in w ,~z i 1 l g a way r~r Separate Contracts and Contractors t~~ + 1ec'fRe~f vesty° ur 1.1.4, 3.12.5, 3.14.2, 4.2.4, 4.2.7, 6, 8.3.1, 12.1.2 F 3 xe},. 1 ,i8 Shop Drawings, Definition of s , 1 ro a sure ffiR 4 d 3.12.1 "0 45 p,a fjq * Shop Drawings, Product Data and Samples 'a z m w Site ~3IOl1T OF S AND PROPERTY 3.11, 4.2.7 Site, Use se of lr~J oaf a an 3.13, 6.1.1, 6.2.1 M~5~ 3 5 3~~~777 1,2210 13, 4.1.1 9.6.4, 9.9.1, Site Inspections " al "a~ l~allllrt134 13.5. 111 5,r2, 13.6, 14, 3.2.2, 3.3.3, 3.7.1, 3.7.4, 4.2, 9.4.2, 9.10.1, 13.5 *z"~~1"~T,t 1 8 1514. 4~~~~,OA-, Site Visits, Architect's { la~;ecno of Work,y' 3.7.4, 4.2.2, 4.2.9, 9.4.2, 9.5.1, 9.9.2, 9.10.1, 13.5 A ~,Special Inspections and Testing i` v (ie ses ani 2$,oLtBi s 4.2.6, 12.2.1, 13.5 , ,`^-Specifications, Definition of 3 , 1.2, 9.5.1, Specifications 6 82ta~ b IVA b9~9101 1.1.1, 1.1.6,1.2.2,1.5,3.11,3.12.10,3.17,4.2.14 ,a 'Re re'gtttaV,es giC„y 'z, Statute of Limitations ri 2.1 1 3 1 1.3 9 4 1 1 42 4 $~i, 4.2.10, 5.1.1, 13.7, 15.4.1.1 4 a Stopping the Work 7r S.l;J13 .2 .1 Nt Responstbtht"y for Those Performing the Work 2.3, 9.7, 10.3, 14.1 x+F 3=3 2 3 I8" A 3 5 3.1 6.1.3, 6.2, 6.3, 9.5.1, 10 Stored Materials vw It --R ,~'7tetamage 6.2.1, 9.3.2, 10.2.1.2, 10.2.4, 11.4.1.4 t,.` * 43 1, 9 6.2;+1 8 5 89,,9,1 9.10.2, 9.10.3 Subcontractor, Definition of Review of Contract Documents and Field 5.1.1 CoAditiops-by Contractor SUBCONTRACTORS 11 1-VVleroyofiC ontractor's Submittals by Owner and Subcontractors, Work by t1rc~13tLck 1.2.2, 3.3.2, 3.12.1, 4.2.3, 5.2.3, 5.3, 5.4, 9.3.1.2, „30i3~0371,3.124.25.2,6.1.3,9.2,9.8.2 9.6.7 Review of Shop Drawings, Product Data and Subcontractual Relations Samples by Contractor 5.3, 5.4, 9.3.1.2, 9.6, 9.10, 10.2.1, 14.1, 14.2.1 3.12 Init. AIA Document A201- - 2007. Copyright ®1911, 1915, 1916, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA° Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 7 reproduction or distribution of this AIA° Document, or any portion of it, may result in severe civil and criminal penalties, and will he prosecuted to the Ji ~1 maximum extent possible under the law. This document was produced by AIA software at 095735 on 11/'0=09 under Order No.8675312638_1 which 11~ Us expires Non 09/0912010, and is not for resale. /a g pQ T~ (1481069932) User Notes: Vol. a Submittals Tests and Inspections 3.10 3.11 3.12, 4.2.7, 5.2.1, 5.2.3, 7.3.7, 9.2, 9.3, 3.1.3, 3.3.3, 4.2.2, 4.2.6, 4.2.9, 9.4.2, 9.8.3, 9.9.2, "~9-1ff9.10.2, 9.10.3, 11.1.3 9.10.1, 10.3.2, 11.4.1.1, 12.2.1, 13.5 'oulSm~tta Schedule TEVIE 8 a a ; 31;x312.5, 427 v+~ ubrpgation, Waivers of Time, Delays and Extensions of 11.3.7 3.2.4, 3.7.4, 5.2.3, 7.2.1, 7.3.1, 7.4, 8.3, 9.5.1, 9.7, 5'u initial Completion 10.3.2, 10.4.1, 14.3.2, 15.1.5, 15.2.5 2 9, 8.1.1, 8.1.3, 8.2 h1,9A.2, 9.8, 9.9.1, 9.10.3, Time Limits 13,7 r , 2.1.2, 2.2, 2.4, 3.2.2, 3.10, 3.11, 3.12.5, 3.15.1, 4.2, stanna % mpleefinition of 5.2, 5.3, 5.4, 6.2.4, 7.3, 7.4, 8.2, 9.2, 9.3.1, 9.3.3, 9.4.1, 9.5, 9.6, 9.7, 9.8, 9.9, 9.10, 11.1.3, 12.2, 13.5, strtutl umpn actors 13.7, 14, 15.1.2, 15.4 ` S 2'' Time Limits on Claims Strtutj b 3.7.4, 10.2.9, 13.7, 15.1.2 3 Title to Work "dbst trpris c a~ i 9.3.2, 9.3.3 O4 3 1' 'tiu Transmission of Data in Digital Form ~ntra~De n ° of 1.6 rteq 5~ 5 t ~ UNCOVERING AND CORRECTION OF ceondrtl s.t 12 nz~: .a kil ° "t s a AT, up 1 sods Uncovering of Work g~ t '€p ten_ Gnl~ Unforeseen Conditions, Concealed or Unknown x1v 9.. 3.7.4,8.3.1,10.3 '2 . I stun an ~f r Procedures Unit Prices "r 4;21 .7,6.1.3, 6.2.4, 7.3.3.2, 7.3.4 2 &3+ 0,12,14,15.1.3 Use of Documents a 1. 1. 1, 1.5, 2.2.5, 3.12.6, 5.3 ~5. .5' 9 9 W P14 2.2, 15 2.7 Use of Site w onseq' ~p 3.13, 6.1.1, 6.2.1 :'a 'tee Values 102 94A3 s Schedule of ~Ka a 1 w 9.2, 9.3.1 "3 w~ Waiver of Claims by the Architect _us stonlb ei•„'or Convenience 13.4.2 +Waiver of Claims by the Contractor ~Senstdn of< a Work 1 9.10.5, 13.4.2, 15.1.6 X41 " 2 u3 vq~ N~M`R- 0V Waiver of Claims by the Owner r at Aston or Termination of the Contract 9.9.3, 9.10.3, 9.10.4, 12.2.2.1, 13.4.2, 14.2.4, 15.1.6 ~axes 14 'v'~' f 14a2.4r15.1.6nsequential Damages % N C 3.6 x,18 2 1, 7374 ~ gsa Waiver of Liens zR'ermtna'3htSn'bytlre Contractor 9.10.2, 9.10.4 a a 1,41 155„v~s Waivers of Subrogation F ~yw i9'eFmrnatrou by' the Owner for Cause 6.1.1, 11.3.7 Warranty - Termination by the Owner for Convenience 3.5, 4.2.9, 9.3.3, 9.8.4, 9.9.1, 9.10.4, 12.2.2, 13.7.1 r 144~ Weather Delays erinmati9$<6, the Architect 15.1.5.2 Work, Definition of Term%ahon;of tt%e Contractor 1.1.3 Written Consent TERMINATION OR SUSPENSION OF THE 1.52, 3.42, 3.7.4, 3.12.8, 3.14.2, 4.1.2, 9.3.2, 9.8.5, CONTRACT 9.9.1, 9.10.2, 9.10.3, 11.4.1, 13.2, 13.4.2, 15.4.4.2 14 Written Interpretations 4.2.11, 4.2.12 AIA Document A201-- 2007. Copyright 0) 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American tn1t. Institute of Architects. All rights reserved. WARNING: This AIA° Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 8 reproduction or distribution of this AIA° Document, or any portion of 14 may result in severe civil and criminal penalties, and will be prosecuted to the 1, 1 ; i f maximum extent possible under the law. This document was protluc tl I software etR9:57:35 on 1 009 under Order No. B6753126381 which AV14 er¢imson e9109201 a. and is not for. resale. q. User Notes: Vol. g (1481069932) Written Notice Written Orders 2.3 1.1:1,2.3,3.9,7,8.2.2,12.1,12.2,13.5.2,14.3.1, w~ .2, 10.3, 11.1.3, 12.2.2, 12.2.4, 13.3, 14, 15.1.2 agRg All M fM UM p Mi M, Y 14 I ANN t~t1 3 ~ t S ~ J t ,S> N ~i pt ~'hyyp+Jyy t ~'~a d'D Yy~CJI `T'om 4~ n~ ~.J~t I- TV A. ~vy^>,cv>u teem fi`~ ZZ- ,rt4 "7nGSe "vk lz+~fi, fir CY„ f N ~M ~ x TY "4 4 l ll Q ~ y,1 ,M1t Y ~ v 1 L t ;s t L 6 F of r Y J J 9 4 I AIA Document A201" - 2007. Copyright* 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Init. Institute of Architects. All rights reserved. WARNING: This AIAs Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 9 reproduction or distribution of this AIAs Document, or any portion of it may result in severe civil and criminal penalties, and will be prosecuted to the f p,ti maximum extent possible under the taw. TMs documentwas produced by AAll,A softwam at 0957i335 on 111021200% under Order No.867 5 3 1 26 3lt which J I, wpirea on 0910912010, and is not for resale. VOL ~C' user Notes: (1481069932) i , ARTICLE 1 GENERAL PROVISIONS § 1.1 BASIC DEFINITIONS r aJ `f NNtTlECONTRACTDOCUMENTS e ` qt;act Documents consist of this Agreement between Owner and Contractor, AIA Document AI01-2007, as ~ odNd~ly the Owner (hereinafter referred to in the Contrail Documents as the "Agreement"), General Conditions , 90 'tlte,.,ontract for Construction, AIA Document A201-1997, as modified by the Owner (referred to in the Contract 11,56,13"005 ents as the "General Conditions"); General, Supplementary, and other Conditions of the Contract, Drawings, M''`.` 'r*' a' ^ ~??;5'cllgaules, Specifications, Addenda issued prior to execution of this Agreement, Geotechnical Report, County Bid s"" 2009-19, (heremafter "Bid"); Contractor's Proposal in response to the Bid (hereinafter 'Proposal"), if any; other 2r Dents lifted in cement, and Modifications issued after execution of the Contract. A Modification is (1) ~..e~4 ltten aeijyfrnent~Contract signed by both parties, (2) a Change Order(s) (3) a Construction Change „2 y j ecttve(s of ) a ~X-1i 9 order(s) for a minor change in the Work issued by the Architect. The Contract b ument*, 11 fullorporated as part of the Contract as if attached to this Agreement or repeated herein. '2 THITRAOhtt Ct=£ Crate RcrYentU fohAthe Contrail for Construction. The Contract represents the entire and integrated i , grFeme°[1 e ej err, De's ereto and supersedes prior negotiations, representations or agreements, either written ) ora~#e Gona ma -fiended or modified only by a Modification. The Contract Documents shall not be w "`aor x 1 ~ yea n d o cl e 1 etua1 relationship of any kind (1) between the Contractor and the Architect or the ya, 1s * '?;ht co (2) )'weer the Owner and a Subcontractor or a Sub-subcontractor, (3) between the Owner r Yep 7~ or tl1 art et's consultants or (4) between any persons or entities other than the Owner and the y ptor I'W4,e Glt e 1 1a ~towever, be entitled to performance and enforcement of obligations under the ru , 4 ~ ~ n il Ito e0 1TDd'ac'I1 ~ formance of the Architect's duties. a / 9 , ; ~1 3H~1~VORR~ 4'3 A.., I, ~3~1e e~A V `~~me>~~ instruction and services required by the Contract Documents, whether completed or le dlud!~s all other labor, materials, equipment and services provided or to be provided by e ~tts~lba~actors or suppliers, to fulfill the Contractor's obligations. The Work may constitute ltc~t; a p~~b t z, xF } 9 fl3 is th t eckfFuction of which the Work performed under the Contract Documents may be the whole -sae „~'1r.'t 61 a~partaanul ch kj~ Y,lnDlude construction by the Owner and by separate contractors. ~ M a` 1 SaT#(EDRAWI GS 'r ;"4°w+-t +""'I'tteiv~rt~s at~'~11 phlc andi oral portions of the Contract Documents showing the design, location and stonste*'iVk, gen rally including plans, elevations, sections, details, schedules and diagrams. 4a,M ekr kr,~ fey':§e 1. ,Fp'§'F`3~+3 BC~IFICATION5etrlr~T~"vti? afpttogthe Contract Documents consisting of the written requirements for materials, SpeGcatt ons azh ~rj rnenl;"systems, standards and workmanship for the Work, and performance of related services. ~Y et.Ztq A`'SERYICE f3 ' 1 INSTRUMEN § 1 7~ S~ z In9 t ttents of Servt aze e r 'sM' tations, in any medium of expression now known or later developed, of the le creanvework performed by the Architect and the Architect's consultants under their le " r,spectt3a®prsstona~ services agreements. Instruments of Service may include, without limitation, studies, surveys mhodels"sketches, drawings, specifications, and other similar materials. ie " § 1.1.8 INITIAL DECISION MAKER The Inttral Decisryon Maker is the person identified in the Agreement to render initial decisions on Claims in ~w~'- accordance-`with$ection 15.2 and certify termination of the Agreement under Section 14.2.2. X x v ~'w t f_ R i 2 CORREL7ITION AND INTENT OF THE CONTRACT DOCUMENTS T `.1121`The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Contractor. The Contract Documents are complementary, and what is required by one shall be as binding as if required by all; performance by the Contractor shall be required only to the extent consistent with the Contract Documents and reasonably inferable from such as being necessary to produce the indicated results. AIA Document A201- - 2007. Copyright m 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The Amencan Init Institute of Architects. All rights reserved. WARNING: This AIAs Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 10 reproduction or distribution of this AIA° Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the resale This document was produced by A s are at 0957:35 an 11/02/2 0 rider Order No.8675312638_1 which maximum Notes: 9/t possible is notr for the law. expires on Vol. g' (1481069932) §.,22 Or izanon of the Specifications into divisions, sections and articles, and arrangement of Drawings shall not r ~3 r~ y Kg f% 1 Contractor in dividing the Work among Subcontractors or in establishing the extent of Work to be - ,@ byanytrade. §.12 3dUnless otherwise stated in the Contract Documents, words that have well-known technical or construction xe1's,t*r usay meanings are used in the Contract Documents in accordance with such recognized meanings. s , 4 The Comract1~br is solely responsible for the coordination of bidding and the scope of Work of Sutbcontract Sub succontractors, and suppliers. The Architect will not act as arbiter as to which Subcontractor, subcor or, o ~u*pplier is to furnish and install various items indicated or required. 4/r, s , tts ca "d esc General Conditions include those that are (1) specifically defined, (2) the titles of C rM a k es%r 3 ° re g s of other documents published by the American Institute of Architects. ~,~thGt ntract Documents frequently omit modifying words such as "all" and any and Y$ jartt ~e" afl'an`but the fact that a modifier or an article is absent from one statement and appears in x (3 YS l : d t llyct the interpretation of either statement 3 ~ .✓t'1 i;, ,y Q SrIP~S ? RAWINGS, SPECIFICATIONS AND OTHER INSTRUMENTS OF SERVICE tect's consultants shall be deemed the authors of their respective Instruments of x a : de It c a 'gs and Specifications. The Contractor, Subcontractors, Sub-subcontractors, and or en up 1 re shall not own or claim a copyright in the Instruments of Service. Submittal or ~stb n o c gTilatory requirements or for other purposes in connection with this Project is not to be 'e, W e F r~ a . o p r on in erogation of any reserved rights. f' 5 § e' n it tractors, Sub-subcontractors and material or equipment suppliers are authorized to use Q. u dents of Sernce provided to them solely and exclusively for execution of the Work All 4 rr*g e un hs &trtioi2ation shall bear the copyright notice, if any, shown on the Instruments of Service. fia~r , v77t o ~ aAglp - rs Sub-.;ubcontractors, and material or equipment suppliers may not use the ~y J 01, lunar ~ th er tom`` :31 for additions to this Project outside the scope of the Work without the In i consent oft f the MR. §'Ir$ S 0 D#TA IN DIGITAL FORM 1 y _ f T Pro transmrf7ents of Service or any other information or documentation in digital form, eavor to esta¢, at' s protocols governing such transmissions, unless otherwise already s 3 x : xr' x"' ` Of - g 5 ,r ~~s,.hhl ao ixfi ~ , ' `iz Fovrde l`w er greC` rnentro`cy'tE*,e tract Documents. 813E 2 I G r r r § 21 GENEa The Owner is ers;nr entity identified as such in the Agreement and is referred to throughout the <'Contract~6eStlrentg as rftsrhgu ar in number. The Owner shall designate in writing a representative who shall have e *'x pig * press au}}i`o` 171 t hind the Owner with respect to discretionary Project matters requiring the Owner's approval ers that require formal Commissioners Court approval. Except as I:attd/er autlr'rtzaion~.except for those matt t ' e„tr'. a otlerwise prwdedlui>$`ection 4.2.1, the Architect does not have such authority. The term "Owner" means the Owner or the Owner's designated representative. a ' r , §2 7r2 T11e',QWn2r shall furnish to the Contractor within 5ftezn days after receipt of a written request, information ' - 3 sbX , rte= w : a ~ iiecessaryand relevant for the Contractor to evaluate, give notice of or enforce mechanic's lien rights. Such ytir)orpti n s$l include a correct statement of the record legal title to the property on which the Project is located, _ : lsurill~aTeferretl3D as the site, and the Owner's interest therein. § 2.2 INFORMATION AND SERVICES REQUIRED OF THE OWNER § 211 Delete in its entirety AIA Document A201^ - 2007. Copyright O 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIAe Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 11 Inlt 'I L reproduction or distribution of this AIAs Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the . This Document was produced by AIA software at 095735 on 11/02/2009 under Order No. 0675312638 1 which In~~V ~V l maximum on 09 19/201ssibl is n under the l resale. expires User Notes: VOI. Pg.q Y (1481069932) § 2.2.2 Except for permits and fees that are the responsibility of the Contractor under the Contract Documents, including those required under Section 3.7.1, the Owner shall secure and pay for necessary approvals, easements, 'e is and charges required for construction, use or occupancy of permanent structures or for permanent xs~~1(r~B existing facilities. i11 furnish surveys describing physical characteristics, legal limitations and utility locations for yr xe~ b§ a 2 $ The Owner sh MINOR i e~s~ lof the Project, and a legal description of the site. The Contractor shall be entitled to rely on the accuracy of r 1s~ran"fdrirnation famished by the Owner but shall exercise proper precautions relating to the safe performance of the 3 * 4 The c er shliff, ish information or services required of the Owner by the Contract Documents with 4 w • $ ,h, , ess unusual or unexpected circumstances prevent the Owner from doing so. The Owner )onable to sr am h a p as shallow ~rntano information or services under the Owner's control and relevant to the Contractor's t>~r p gn`~Itedp`p3Wtt1~ reasonable promptness after receiving the Contractor's written request provided to s svi: f,, er she It r gplesen five for such information or services, and Contractor shall be entitled for extensions n krwo yyrn05 erjsgile enYed from providing information or services required by the Contractor. cebys ~'j,§2~s ~seroyd in the Contrail Documents, the Owner shall furnish to the Contractor one copy of s~) r th f n e 1, oses of making reproductions pursuant to Section 1.5.2. r~ e yti 9N IG 5T0 ftME WORK ort r f oorr ork that is not in accordance with the requirements of the Contrail Documents as r, iirl'v~)tu SeilAO 13'2 pY#,p ly fails to carry out Work in accordance with the Contract Documents, the eriss .at mr"d''~ to the Contractor to stop the Work, or any portion thereof, until the cause for such y Pb~3~bee~x r o~Yever, the right of the Owner to stop the Work shall not give rise to a duty on the part a 'ty a~ ; >g"` p 'tl Wtiero e eige'flKiis n t for the benefit of the Contractor or any other person or entity, except to the extent iit ~ ;equv e0~M RM §r2 F~SRI BARRY OUT THE WORK neglects to carry out the Work in accordance with the Contract Documents and fails d continue correction of such ^ t.,o~ / a -day ps aBrei, eceipt of written notice from the Owner to commence an qualtyra fi"f iltu ` ~ fg ilt diligence atld promptness, the Owner may, without prejudice to other remedies the er ma~ilia tr,. Such e ett=>,es unless unusual or unexpected circumstances prevent the contr actor from ch -as an appro rIttl~likange Order shall be issued deducting from payments then or thereafter due yj - e C 6reaso able co~ct i correcting such deficiencies, including Owner's expenses and compensation , fa 0 ettiona~ services made necessary by such default, neglect or failure. Such action by the Owner ` f an is dji~'" ed to the Co are both subject to prior approval of the Architect. If payments then or 4',~y >t'~thereae Contractor a'reit cient to cover such amounts, the Contractor shall pay the difference to the -T- V 3 NTRAC OR4 xy § 3 7 GENERAL~1 " § 3 7 The Contracto, S the pet~on or entity identified as such in the Agreement and is referred to throughout the l . , if required in the y'$3 jar sdlctib me,Projeil is locatn number. e Contractor shall be ed The Contractor shall designatelawfully lnigea representative who shall have z. tius"x tx r 3 , ress autfip~t}ltp bind the Contractor with respell to all matters under this Contract The term "Contractor" means ContracwtoCactor's authorized representative. n F 3 1 2'I3te.Contrailor shall perform the Work in accordance and/or compliance with the Contract Documents. a r ~'nCV ax `§1313 ftl a V fiittactor shall not be relieved of obligations to perform the Work in accordance and or compliance witty thMntract)Documents either by activities or duties of the Architect in the Architect's administration of the g` ' Contract, by tests, inspections or approvals required or performed by persons or entities other than the Contractor. R-I Init. AIA Document A201" - 2007. Copyright 0 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This Ale Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 12 reproduction or distribution of this AIA° Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the V t~ maximum extent possible under the law. This documentwas produced by AIA software at 09:57:35 on 11/0212009 under Order No.8675312638 1 which expires on 091092010, and is not for resale. I User Notes: Vol. /d' P9 qs (1481069932) § 3.2 REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY CONTRACTOR § 321 Execution of the Contract by the Contractor is a representation that the Contractor has visited the site, A 4$,y`~'becrifienerally familiar with local conditions under which the Work is to be performed and correlated personal a f" z a° oL28 ors with requirements of the Contract Documents. ~ r 2.2 Because the Contract Documents are complementary, the Contractor shall, before starting each portion of the r { ~,,pd emu, {}"fir } .w r~'y+ 3~~^~ ~ ~ I ~cazefully study and compaze the various Contrail Documents relative to that portion of the Work, as well as 4r information famished by the Owner pars Sant to Section 2.2.3, shall take 5eld measurements of any existing rc r ditions related to thtportion of the Work and shall observe any wnditions at the site affecting it. These , fob r ations for th ose of.facilitating coordination and constmction by the Contractor and are not for the L r g ~ * ~ { irr~pose of dt ` verntg rs, omissions, or inconsistencies in the Contract Documents; however, the Contractor w ,tea l prom Vk po N Architect in writing any errors, inconsistencies or omissions discovered by or made wn to s tra~oa request for information in such form as the Architect may require. It is recognized that ~~66 ~ 1l1 0. clbr re M06 n de in the Contractor's capacity as a contractor and not as a licensed design x=^ G«a-P, 9.a C . ~ptess ~iutle`~.stslpecifically provided in the Contract Documents. 70, 1 a a %~tA+ ontGf7sokteutred to ascertain that the Contract Documents are in accordance with applicable ~~rt, 'y r= aws talutl pttoe'sRo wets, rules and regulations, or lawful orders of public authorities, but the Contractor 1~s ptfy o t Mlle Arrchitect any nonconformity discovered by or made known to the Contractor as a lq 0 Fir t* r form as the Architect may require. f e~a sat additional cost or time is involved because of clarifications or instructions the iteetyi esgn ons e Contractor's notices or requests for information pursuant to Sections 3.2.2 or 1,k} +e~ rwt'aE' a3'up §w't Claims as provided in Article 15. If the Contractor fails to perform the obligations ontractor shall pay such costs and damages to the Owner as would have been r `raves e Con tad &formed such obligations. If the Contractor performs those obligations, the 'oa11la bl~ a Owner or Architect for damages resulting from errors, inconsistencies or ~Fir /tom jO 55 o th bntra ents, for differences between field measurements or conditions and the Contract . Yy ` D~~ r for it sties of the Contract Documents to applicable laws, statutes, ordinances, codes, rules #,~y ree attonSw 'layvluorders of public authorities. 2 a ~r tg 1 ~s RV~S~ IS`CO'STRUCjI~ONkFROCEDURES 4,c "i The'~~t shall be rasp for supervision and direction of the Work, using the Contractor's best tale sole! tt s I aitdl'attention Thee Contra y responsible for, and same control over, construction means, Ar s s ' w th ~ t11n uenc d p2ocedures,or require subcontractors to do same, including safety proceedures k " fan or co rn Efttl a11`poenIns of the Work under the Contract, unless the Contract Documents give other specific the Contrail Documents give specific instructions concerning construction dfruftots comg theserl~ DWI e5 i Procedures, the Contractor shall evaluate the jobsite safety thereof and, F + & ens eiho techniqtq r K `apt c e9 7' "t asfaTeb~elo"Shall g %firlland solely responsible for thejobsite safety of such means, methods, ques, sequences or proce ores. If the Contractor determines that such means, methods, techniques, sequences ~ ~';Qt~p~dures.gtay,,n~'~esafer~Contractor shall give timely written notice to the Owner and Architect and shall d not roceedth at1nn%o -tlte Work without further written instructions from the Architect. If the Contractor is thettg *i~~rtstructed to proeeed,,.eTequired means, methods, techniques, sequences or procedures without h g ceptance,o"c ge; hanproposed by the Contractor, the Owner shall be solely responsible for any loss or damage " t tsmg sdlel3 ~1rlirR"thuse Owner-required means, methods, techniques, sequences or procedures. §+33.2 The Cbnt~a6toishall keep the Owner informed at all times of the progress and quality of the work and shall be responsible to the Owner for acts and omissions of the Contractor's employees, Subcontractors and their agents r » k n , aril emplcyeesr and other persons or entities performing portions of the Work for, or on behalf of, the Contractor or any of its Subcontractors. Ei _~fP ~ IisY £ §',3 3 3 the Cntractor shall be responsible for inspection of portions of Work already performed to determine that _?r such portions aie?t proper condition to receive subsequent Work. § 3.4 LABOR AND MATERIALS § 3.4.1 Unless otherwise provided in the Contract Documents, the Contractor shall provide and pay for labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other Init. AIA Document A201-- 2007. Copyrightm 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIO Document is protected by U.S. Copyright Law and International Treaties. Unauthorizetl 13 reproduction or distribution ofthis Al a Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was pmduced by AIA softwareat 09:57:35 on 1110212009 under Order No.8675312638 1 which expires on 09/09!2010, and is not for resale. User Notes: V01. Pp 1 (1461069932) facilities and services necessary for proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. 1[pept in the case of minor changes in the Work. authorized by the Architect in accordance with Sections ,3 328 .4, the Contractor may make substitutions only with the consent of the Owner, after evaluation by the « Ar tect and in accordance with a Change Order or Construction Change Directive. ( ' ~5§ ss3 The Contractor shall enforce strict discipline and good order among the Contractor's employees and other ersons carrying out t)j@Work. The Contractor shall not permit employment of unfit persons or persons not properly ed in t asst r`edt?to them. The Owner, at its sole discretion, may request Contractor to remove any unfit 'g~ ^ gW Malt y^~y ,tFk Y y}4 # =t , 01,31, or p r ns no ed in the tasks assigned to them and to replace such person or persons with a person or ie n °11. r~~,p`~e~ o is ha ~ , d ~ lls to successfully complete and/or perform the tasks assigned to them. MA P. 4 edge ce .pp er,~ials by or on behalf of the Owner does not bar future rejection if the material is L+ xia i z rslequ n un7 defective, or inferior in quality or uniformity or to material specified, or to not be as is k FR w =~4 W d 1 tt Tlt q ctN `s errs t eOwner an d Architect that materials and equipment furnished under the Contract will 11v T b~ ~ ,dart ~wtless the Contract Documents require or permit otherwise. The Contractor further s at teN t - corYform to the requirements of the Contract Documents and will be free from defects, a §s awt "orkmanlike, that the Work will be free from defects that render the premises la s `tin e tb3r'oth ~tinfit for occupancy, use or habitability, except for those inherent in the quality of B 'Work e h cta+ ents require or permit. Work, materials, or equipment not conforming to these o ~ q n ay be i1si eed defective. The Contractor's warranty excludes remedy for damage or defect caused t r _ It ati`*Wk not executed by the Contractor, improper or insufficient maintenance, improper n E urea .a[> G ar and normal usage. If required by the Architect, the Contractor shall fiunish ` yea evt to asltia ecirtd and quality of materials and equipment. . NEW y r o % Zy"I'l R. d s emptron from state and local sales and use taxes, pursuant to the provisions of Section Ss r Jy g~n ed. Therefore, the Owner shall not be liable for, or pay the Contractor's 4ch ea € .bode as An _ rte"' c,r of s anilFe taxes r Could otherwise be payable in connection with the purchase of tangible rrated into the real property being improved under the Contract Documents 'fi y Asper ro eav shed an 't h Cher &&ials s and other tangible personal property, other than machinery or equipment and ~ pair and replacement parts, necessary and essential for performance of the Contract, which is to 5h 4p j sordesEpnd e )o°b stte. The Contractor shall issue an exemption certificate in lieu of the tax on r x; € ~ etJIROTSiuned at ~l:s 1< - h w r.:suc ~nur ases 511~'- 1511 « § E ITb~FEES; NOTICES AND COMPLIANCE WITH LAWS ,«§c7'r7nless oth in the , licenses, and inspections by govct ernmet shall agsecure and pay for the ences necessary for proper mg Y per it as vfe l as fees t ex ution and comp ork that are customarily secured after execution of the Contract and legally ' regtived at'tlie time bids ar r'eceived or negotiations concluded. I f T. `Yg +iy~J, JCP k.., t x~(xtiT ..t Thentrat:tor shall comply with and give notices required by applicable laws, statutes, ordinances, codes, `=rives and regUlatiims,`.md'd lawful orders of public authorities applicable to performance of the Work. § 3 7 3-If thp Cpntractor performs Work knowing it to be contrary to applicable laws, statutes, ordinances, codes, 1•, xu7~s an'dTegulkons or lawful orders of public authorities, the Contractor shall assume appropriate responsibility for suchor>Z an$ shall bear the costs attributable to correction, repair or replacement. w ± ~ ^x+Frj ~ Er4~i y § 3 7 4 COgce>Zled or Unknown Conditions. If the Contractor encounters conditions at the site that are (1) subsurface or otherwise concealed physical conditions that differ materially from those indicated in the Contract Documents or (2) unknown physical conditions of an unusual nature, that differ materially from those ordinarily found to exist and generally recognized as inherent in construction activities of the character provided for in the Contract Documents, the Contractor shall promptly provide written notice to the Owner and the Architect before init. AIA Document A201" - 2007. Copyright 0 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIAe Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 14 ~ reproduction or distribution of this AIA° Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the bN ) maximum extent possible under the law. This document was produ by AIA software at 09:57:35 1 2009 under Order No.8675312638_1 which w expires on 0910912010, and is not for resale. VQl +++~~t pg. User Notes: (1481069932) conditions are disturbed and in no event later than 21 days after first observance of the conditions. The Architect writ promptly investigate such conditions and, if the Architect determines that they differ materially and cause an ~gr decrease in the Contractor's cost of, or time required for, performance of any part of the Work, will ,krh s end an equitable adjustment in the Contract Sum or Contract Time, or both. If the Architect determines that n loons at the site are not materially different from those indicated in the Contract Documents and that no hangedn the terms of the Contract is justified, the Architect shall promptly notify the Owner and Contractor in i g' ~a,;s`t stating the reasons. If either party disputes the Architect's determination or recommendation, that party may rpt bed as provided in Article 15. k ;ear'' 5 If in the touts the Work, the Contractor encounters human remains or recognizes the existence of burial gst kers ar~eologArz%1 es or wetlands not indicated in the Contract Documents, the Contractor shall immediately would affect them and shall notify the Owner and Architect. Upon receipt of such £ 's~~1s end anatt "11; Ter s niptly take any action necessary to obtain governmental written authorization from the s 1 noce th e- Vs) s a¢p opn Mon I a oveTpmental entity required to resume the operations. The Contractor shall continue to s pt end g tpchertt~unhlptherw se instructed by the Owner but shall continue with all other operations that do MS a` ; a, res. Requests for adjustments in the Contract Sum and Contract Time arising from t aff r am o w s ribs , etttste t~"=' ~&tns`~7 features may be made as provided in Article 15. ..a1){ ,+a*4 ate~{{..... s="y'-fd d b rat § 85~~ bL` M a iclude in the Contract Sum all allowances stated in the Contract Documents. Items c "§4e%pctgr, o b lv ance~a be supplied for such amounts and by such persons or entities as the Owner may direct, it~e 4111o v Mot b,Fuired to employ persons or entities to whom the Contractor has reasonable '~8nless`bthenYlsspFo82ded in the Contract Documents, ! k7~ ?~,o ` ces sh Vover the cost to the Contractor of materials and equipment delivered at the site and 1 ? d ;r A` }~ed~ less applicable trade discounts; ,£Q 4$ S i ,epos for unload rig and handling at the site, labor, installation costs, overhead profit and pia~-~.~ o _ end contemplated for stated allowance amounts shall be included in the Contract Sum but t-suvwances; except when installation is specified to be part of the allowance Iteneven o,JSts are mgre•than or less than allowances, the Contract Sum shall be adjusted s k~-kepi fir ' " ` r~'`rsa7SF'I ..by M4-1 C~Orrder. The amount of the Change Order shall reflect (1) the difference ,,betwe~eactual cos ,t d~,llte allowances under Section 3.8.2.1 and (2) changes in Contractor's costs 39€ctto 3.. 2~,r §9i3livi3tertals.aitequipmetriund$_ran P allowance shall be selected by the Owner with reasonable promptness. gy3 9 ~P RI7f?NDEH jy' sam Q, 4 >§i 9 1 The~ContractorshalI employ a competent superintendent and necessary assistants who shall be in attendance v~gt h ~sojecgifssite dduF~r~tg p o;marlce of the Work. The superintendent shall represent the Contractor, and 4 communicatYons gty,~en''o:'tse uperintendent shall be as binding as if given to the Contractor. Communications shall ti be~cgttfirmed m wrrtri~i)~~hofUparties. i,='+k 1 §i3 9 2 Thb,Cor~trac~to}, as soon as practicable after award of the Contract, shall famish in writing to the Owner tlitough thdfArchrtecte name and qualifications of a proposed superintendent. The Architect may reply within 14 'days to the C'ogtrac„of.i11 writing stating (1) whether the Owner or the Architect has reasonable objection to the proposed superintendent or (2) that the Architect requires additional time to review. Failure of the Architect to reply r, wtthm the34daylperiod shall constitute notice of no reasonable objection. x ti rfi"; §>3493~11tekConttactor shall not employ a proposed superintendent to whom the Owner or Architect has made FFasonaY'bleard=timely objection. The Contractor shall not change the superintendent without the Owner's consent, wft[ch shall.not,unreasonably be withheld or delayed. § 3.10 CONTRACTOR'S CONSTRUCTION SCHEDULES § 3.10.1 The Contractor, promptly after being awarded the Contract, shall prepare and submit for the Owner's and Architect's information a Contractor's construction schedule for the Work. The schedule shall not exceed time limits AIA Document A201" -2007. Copyright C 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Init. InsOtule of Architects. All rights reserved. WARNING; This AIAs Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 15 reproduction or distribution of this AIA° Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the Fl/ ) maximum extent possible under the law. This doj7a~t was produced by AIA software a}yp9:57:35 on 11102/2009 under Order No. 8675312638_1 which s on :91092010, and is nct for resale. VOl. ~ 11''C° - (1481069932) e Use current under the Contract Documents, shall be revised at appropriate intervals as required by the conditions of the Work and Project, shall be related to the entire Project to the extent required by the Contract Documents, and shall j NF ptby4`dor expeditious and practicable execution of the Work. t T ~1~~Y ~1 4z~fr.:,k~~" ..:§;310;2 the Contractor shall prepare a submittal schedule, promptly after being awarded the Contract and thereafter as nec sary to maintain a currant submittal schedule, and shall submit the schedule(s) for the Architect's approval. * "s Tknehitect's approval shall not unreasonably be delayed or withheld. The submittal schedule shall (1) be i ` Ducoordinated with the Contractor's construction schedule, and (2) allow the Architect reasonable time to review y submnttals. If the Cont~actor fails to submit a submittal schedule, the Contractor shall not be entitled to any increase r~ k ' i tr Contract Sum or exkbion of Contract Time based on the time required for review of submittals. tic k' tl ()5~ I .MC'j ,y 0 3 TheWntractooristiall perform the Work in general accordance with the most recent schedules submitted to Ate _ t , l the Owne a i rch t R, ter review and acceptance thereof. 3 §3 91 At IT D~`,SAMP.LES AT THE SITE ,q_y ygs u r ~ i r -A sA C0 tract s tnnmthidat the site for the Owner one copy of the Drawings, Specifications, Addenda, Change ? f~ a c+bf erAAat at, oc) fichti60 in good order and marked currently to indicate field changes and selections made a ,Lg onsfruohopand Ana cppy of approved Shop Drawings, Product Data, Samples and similar required 9- su ibrut mtttas Tlfe" allnbe a Table to th e Architect and shall be delivered to th e in Architect for submittal to the Oer~~ Work as a record of the Work as constructed. u s 915 ODRA~S`sR0l1T DATA AND SAMPLES §h321a~p}vtis azdrw nngs, diagrams, schedules and other data specially prepared for the Work by the # " "ntractorybr 5 nLbcon armor 'Sub subcontractor, manufacturer, supplier or distributor to illustrate some portion of xy~ 31~aducCd)a# e illustrations, standard schedules, performance charts, instructions, brochures, diagrams and o ec~at onimtbihe Contractor to illustrate materials or equipment for some portion of the Work l t,34~2,~a pI "p 3^snFal examples that illustrate materials, equipment or workmanship and establish standards r b}~}vhpch e war I1Jbe et+aluated tT'§s'J 2.4 Ship v r gs,-,Product.Daf ples and similar submittals are not Contract Documents. Their purpose is r5a'+v,3, glt+" :tla .,,h Y •'„v,*X1t'F-r by whn~cll'th~!Codtractor proposes to conform to the information given and the design ~'°e:;Contract%Doc"uments for those portions of the Work for which the Contract Documents & r e sub~ftenew the Architect is subject to the limitations of Section 4.2.7. Informational submittals Ynp~th'-v L(t1teATCnntect is not"' x,, eGd to take responsive action may be so identified in the Contract Documents. L~Su nttt is h"at are not reeyue7 b to +rContract Documents may be returned by the Architect without further action. k s schn o o cor shall review for compliance with the Contract Documents, stamp, approve and submit to the pry Dr Data, Samples and similar submittals required by the Contract Documents in Sh AV_ G% accordance'~zv~'th theshbmtttal Chedule approved by the Architect or, in [he absence of an approved submittal sc$ptYule wrath reasonableTtrnmp(rtess and in such sequence as to cause no delay m the Work or m the activities of r ~~ti the Owner 5r.~ofsepazate'Eohttactors. ~ ~ y V§47~~12 6 By~s119~t~tfmMgiShop Drawings, Product Data, Samples and similar submittals, the Contractor represents to the'Owner andSrcl)ttGt that the Contractor has (1) reviewed and approved them, (2) determined and verified materials, field measurements and field construction criteria related thereto, or will do so and (3) checked and coprditated the informal on confer ned w thin such submittals with the requirements of the Work and of the Contract ,D,ocuments 4' § 3'1274The contractor shall perform no portion ofthe Work for which the Contract Documents require submittal u _ ' and rewew tifSlop Draw rags, Product Data Samples or lar submittals until the respective submittal has been approved by the Architect, after consultation with the Owner. § 3.12.8 The Work shall be in accordance with approved submittals except that the Contractor shall not be relieved of responsibility for deviations from requirements of the Contract Documents by the Architect's approval of Shop AIA Document A201'n- 2007. Copyright ® 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The Amedcan IniL Institute of Architects. All rights reserved. WARNING: This AIA* Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 16 reproduction or distribution of this AIA* Document, crony portion of it may result in severe civil and criminal penalties, and will be prosecuted to the / maximum extent possible under the law. This documentwas pmduced by ALA software at 09:57:35 on 111022009 under Order No.a675312638_I which hl expires on 09/092010, and is not for resale. Vol. Pg. { User Notes: Pg.--- User (1481069932) Drawings, Product Data, Samples or similar submittals, after consultation with the Owner, unless the Contractor has specifically informed the Architect and the Owner in writing of such deviation at the time of submittal and (1) the 4Ar>iL~;after consultation with the Owner, has given written approval to the specific deviation as a minor change s(2) a Cge Order or Shop Drawings, Product Data, Samples not beh lieved of responsibility tforCerrors or omissions has qr gmill r submittals by the Architect's approval thereof. 1SU ,tj12.9 The Contractor shall direct the Architect's specific attention, in writing or on resubmitted Shop Drawings, Xb 4 ftProduct Data, Sample similar submittals, to revisions other than those requested by the Architect on previous k t utttals. lnkte abse}tceof such written notice, the Architect's approval of a resubmission shall not apply to such NIP *Z~ ~TWV4. M& Y r '1 ri ~,.s gs~,r sion9 g ,M s;t 210 "ntrnrrctdisS ia11 not be required to provide professional services that constitute the practice of n~, r v tv $efg t t "aectalre U gtleenttg 1tDless such services are specifically required by the Contract Documents for a portion of -r ~w an Ater orJ<eslttee Cpnttaetor needs to provide such services in order to carry out the Contractor's n j + 't+s tes on b>ar s 51, nst~rucf n mean s, methods, techniques, sequences and procedures. The Contractor shall not be r r+ rc# a-~ u o 4 d1 services in violation of applicable law. If professional design services or r fe~s1 t z`y , i.' $ artrtl, cattt "s b Egn e'sstonal related to systems, materials or equipment are specifically required of the r z£ ontr~ a tra oWments, the Owner and the Architect will specify all performance and design criteria thnt~it fat The Contractor shall cause such services or certifications to be provided by a ehoe[t'~rg~iofessional, whose signature and seal shall appear on all drawings, calculations, ""S` ea dns4 'x Drawings and other submittals prepared by such professional. Shop Drawings k~'s"~S'-'" 3'rD e usb eat'X Work designed or certified by such professional, if prepared by others, shall bear F e prof s1 Sri ap lYova1 when submitted to the Architect. The Owner and the Architect shall be entitled t r reAy t ceuraey and completeness of the services, certifications and approvals performed or Al pro d1.ys C. t - rofes$ionals, provided the Owner and Architect have specified to the Contractor all ,4„ r fi Viper Drm e ~t cGathat such services must satisfy. Pursuant to this Section 3.12.10, the Architect will ' v o r akevappropriate action on submittals after consultation with the Owner, only for the limited Or with information given and the design concept expressed in the Contract rat °s E Vent iop i' r shall not be responsible for the adequacy of the performance and design criteria i t ~S a ContractDo9uments tl q ~ ~.13USE. F~,,IT rep t,- x , a Cftractorsh Ec fne opei i, n5,at the site to areas permitted by applicable laws, statutes, ordinances, codes, i- r~5 r r )`rtiles~e ~fions and lawfiil"orders of public authorities and the Contract Documents and shall not unreasonably M. B~ b9 8 t ~ eta DIP htatnals or equipment. °te t 3~'1,47,UTING.AND PATCHI[JG ' ~t4~y1`tg§-314~Jegnkact shall<e3onstble for cutting, fitting or patching required to complete the Work or to make t togeth er properly.ll ar eas requiring cutting, fitting and patching shall be restored to the condition F , t1,g pnor to the otting and patching, unless otherwise required by the Contract Documents. w 1r,3"F "w The Contrac od sllall~.t~o'f~j~itmage or endanger a portion of the Work or fully or partially completed F, i x.` „',,DOnsructloniifdkr Own3e'i separate contractors by cutting, patching or otherwise altering such construction, or by ; ex~a avatioh/I'horttractor shall not cut or otherwise alter such construction by the Owner or a separate contractor y PexcePt wtflif i ~Ork'xrit)en consent of the Owner and of such separate contractor; such consent shall not be `~unreasonablysytthheld; The Contractor shall not unreasonably Withhold from the Owner or a separate contractor the Contractor's consent to cutting or otherwise altering the Work. §3 5,CLEANING-UP ' §3151 The C tiactor shall keep the premises and surrounding area free from accumulation of waste materials or ( ru(64160,§dby operations under the Contract. At completion of the Work, the Contractor shall remove waste matenals,_ruUtsli, the Contractor's tools, construction equipment, machinery and surplus materials from and about the Project. AIA Document A201-- 2007. Copyright m 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Init. Institute of Architects. All rights reserved. WARNING: This AIAe Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 17 r~ reproduction or distribution of this AIAe Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the was produced by AIA software at 09:57Q.35 on 11/02r2009 No.86753126381 which maximum extent possible fT 6U / expires on 0 09/2010, and is not for resale. lThis document User Notes: Vol. § 3.15 .2 If the Contractor fails to clean up as provided in the Contract Documents after reasonable written notice from the Owner of such failure, the Owner may, in its sole discretion, do so and Owner shall be entitled to s rei Bement from the Contractor. . 'r a§']6*'~,~CESSTOWORK s ffiI T7ie Contractor shall provide the Owner and Architect access to the Work in preparation and progress wherever y , a rr1 a " In addition, Contractor shall provide the Owner, the Architect, and any government or public representative 11 1 whd may lI, Ily request access to the Work, proper facilities and/or equipment for access to the Work. 041, hMAr B, .1 lhamROYBillow; S, PAS AND COPYRIGHTS 11 3 Contrahallh~pw~ i royalties and license fees associated with or connected to the work. The Contractor shall $ ~i21 fend sui, la , or•- fringement of copyrights and patent rights and shall hold the Owner and Architect ;A56 bunt thereof, but shall not be responsible for such 'artf War manufacturer or manufacturers is required by defense the Contract Documents, or where 1 7" I ss " t~guct xm Y ll xico 4' o tton, azh rRintained in Drawings, Specifications or other documents prepared by the Owner or s ` ch sr t the pntactor has reason to believe that the required design, process or product is an u ~s ~TUfrng Q~`xop t F~rya' patent, the Contractor shall be responsible for such loss unless such information is 1 - T ~p,11 S'1iP~ 0 tipitect. r ~x't~ r r w "~u'y§1 i 3~To ; e4 lLe~x[ent 'tt d bylaw the Contractor shall indemnify and hold harmless the Owner, r, aafk ' .rlvc ie ~ sue: 0 su t and agents and employees of any of them from and against claims, damages, .r ~ r es an x ~ c I~ambut not limited to attorneys' fees, arising out of or resulting from performance of the tC f 6?i'c is ° ~ ~ ry ~3rovid ~tha~,s 1ann, damage, loss or expense is attributable to bodily injury, sickness, disease or death, 3ndangible property (other than the Work itself), but only to the extent caused by the r ~yy r ryne end ~orxtoris3s Ie Contractor, a Subcontractor, anyone directly or indirectly employed by them or ' t 9WRn r hos~ctss ay be liable, regardless of whether or not such claim, damage, loss or expense is ,tµ~cai#s tp, by Sn3emnified hereunder. Such obligation shall not be construed to negate, abridge, or reduce 'p~$tera is Orp~~of indemnity which would otherwise exist as to a party or person described in this Section 3 w eve fany4ntLct between this provision and AIA A101 Standard Form of Agreement between K ~ oc ~o~.4. ,gon 8 77,Aa pKovisions of AIA AI01 Standard Form of Agreement between Owner and r Tractor ~°87ysltall goye r ME an > `7 §ISiibcori 'ao an I elyorrmdirreectly employed by them orranyone for whose acts they may be liable, the ontractor a NY' e~ atlonro igation under Section 3.18.1 shall not be limited by a limitation on amount or type of damages, L n`~ com,~~e~natior beDell tsd1~ya~~leY., tg~;for the Contrndor or a Subcontractor under workers' compensation acts, a ,,,,rs~ r,i`dspbti~,1$ Vacts~;or ot`ltq lnd}%ee benefit acts. ~iRTCLE 4 ARCHITfC r a 41 GENERAL' 1^ § 4~1 i The Owner shilvi , iffachitect lawfully licensed to practice architecture or an entity lawfully practicing '.xx• a "T arc~luteciuri- tithelurrsd( where the Project is located. That person or entity is identified as the Architect in the r`x4 $i,~`S{ Frti,iS'.{lgreemen apd5sreferred to throughout the Contract Documents as if singular in number. UAI w ry a k, §'4'1.2 Durlesj.resRdnsJli'ilities and limitations of authority of the Architect as set forth in the Contrail Documents shall not be restricted, modified or extended without written consent of the Owner, Contractor and Architect. Cr nsept shali,not,be unreasonably withheld. Y ~a§Ari°3 lftha employment of the Architect is terminated, the Owner shall employ a successor architect as to whom £ Ae ontract'or has no reasonable objection and whose status under the Contract Documents shall be that of the § 4.2 ADMINISTRATION OF THE CONTRACT § 411 The Architect will provide administration of the Contract as described in the Contract Documents and will assist the Owner's representative during construction until the date the Architect issues the final Certificate for AIA Document A201-- 2007. Copyright ®1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Init Institute of Architects. All rights reserved. WARNING: This AIAs Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 18 reproduction or distribution of this AW Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the This Document was produced>by AIA software at 09:57:35 on 11/0220099 under Order No. 8675312638_1 which maximum y4~~_ y expires on e0910WO 10, and xtent possible is not for the la resale. User Notas: Vol, 12 O pg. -5/ (1481069932) Payment. The Architect will have authority to act on behalf of the Owner only to the extent provided in the Contract Documents. 01114,'"e Architect will visit the site at intervals appropriate to the stage of construction, or as otherwise agreed C ,e 3 wit[t e", wrier, to become generally familiar with the progress and quality of the portion of the Work completed, and to determine in general if the Work observed is being performed in a manner indicating that the Work, when 'aFg ~ g a" e fit mPleted, will be in accordance with the Contract Documents. However, the Architect will not be required to % 1 a f Mgv' c x. n¢ v. malt exhaustive or Continuous o-site inspections to check the quality or quantity of the Work. The Architect will ¢r W y, 'tag owt have control over charge of or responsibility for, the construction means, methods, techniques, sequences or solely the i~lu" r edures for the ety precautions and programs in connection with the Work, since these are 0 .~5 a C•~r1:1711 e}Its an onsibilities under the Contract Documents, except as provided in Section 3.3.1. Not i 23 On 1lasis ofitl site visits, the Architect will keep the Owner reasonably informed about the progress and sF '~.r%~a e91t5' o$„Pgrh'fwe ork completed, and report to the Owner (1) known deviations from the Contract D is frttrecent construction schedule sub Pitted by the Contractor, and (2) defects ond ell . -7 n.A t de et s s z illy th~ul work. The Architect will not be responsible for the Contractor's failure to erform the brk~cordah~~tht}tefequirements of the Contract Documents. The Architect will not have control over or here findg bSitsible for acts or omissions of the Contractor, Subcontractors, or their agents or Xg, ^eee~, o to o[hr pgns or entities performing portions of the Work. IN, gat " ~ § OI~pI~t CA TIONS~C10TATING CONTRACT ADMINISTRATION R ~Fv cur wopept q"fh se 01 tried e Contract Documents or when direct communications have been specially aut turize the artd ont factor shall endeavor to communicate with each other through the Architect about xl )ie {n}tters ot4,etjg to the Contract. Communications by and with the Architect's consultants shall be IRN P1,1111 Oil e, ttect''x4°cUtf tunications b and with Subcontractors and material suppliers shall be through the > wCon§~h Corri~r ions band with separate contractors shall be through the Owner. 4, txs § 4'1'13sed ou fhelct,sevaluations of the Contractor's Applications for Payment, the Architect will review ra wpm * 1 tea' e U ~e t"~ , aid fY f]te a.irttoi tlr the Contractor and will issue Certificates for Payment in such amounts. L'Yf4'fbk Y~'k Yv FV 6d A.ui'e "{I y'§'~"~~6~,iArchtl~ect~~p~iDrity to reject Work that does not conform to the Contract Documents. Whenever the ,,as,~c,r,,,{h Y>~ z }i~ecY?co 'C,..af agconsultation avtth the Owner, it necessary or advisable, the Architect will have authority to r r~ , r1teq„ ve ms(t"ee_h„o3+oar1g of IhwRi'arkih accordance with Sections 13.5.2 and 13.5.3, whether or not such Work is ;v6icaied, mstalleor completefl ~Io ever, neither this authority of the Architect nor a decision made in good faith e d§6 -to exeilcisszh authority shall give rise to a duty or responsibility of the Architect to th onCap~tors,Zmatenal and equipment suppliers, their agents or employees, or other persons or entities prfdt,~ttmg porGo~S of the s tea ,,r 'r'~§~4 27r(L'~i`e eh$ecteiv*ill re~ctew attdapprove, or take other appropriate action upon, the Contractor's submittals tsi11~°clt"tass Sho>wings Produabiita and Samples, but only for the limited purpose of checking for conformance th7rtfortrigtton give"ryd(td, e#sign concept expressed in the Contract Documents. The Architect's action will be S'? ~ 'r taken in aceordance't# tK li ubmittaI schedule approved by the Architect or, in the absence of an approved sul7 AttaI schedule, wtt]%asbnal 'e promptness while allowing sufficient time in the Architect's professional a 3udgment top`rntt~t adequat@ review. Review of such submittals is not conducted for the purpose of determining the Y'~accuracy`,andcorntleteness of other details such as dimensions and quantities, or for substantiating instructions for + a ustallationnr petfpzmaztce of equipment or systems, all of which remain the responsibility of the Contractor as 'wired by the.Contract-Documents. The Architect's review of the Contractor's submittals shall not relieve the Contractor of the obligations under Sections 3.3, 3.5 and 3.12. The Architect's review shall not constitute approval of,saf~ety p,~rxecautions or, unless otherwise specifically stated by the Architect, in writing, of any construction means, F y e m~hods, declmi3ues, sequences or procedures. The Architect's approval of a specific item shall not indicate .approval of an assembly of which the item is a component. 1r,'cltitect will prepare Change Orders and Construction Change Directives, and may authorize minor changes in the Work, after prior written approval by the Owner's Designated Representative, as provided in Section 7.4. The Architect will investigate and make determinations and recommendations regarding concealed and unknown conditions as provided in Section 3.7.4. AIA Document A20" - 2007. Copyright m 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Init. Institute of Architects. All rights reserved. WARNING: This AIAs Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized 19 reproduction or distribution of this AIAe Document, or any portion of it may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produ e b IA software a~5735 on 17/02/2009 under Order No.8675312638_1 which ~2/ 1 wpires on 0910912010, and is not for resale. Vol. V c7L'or(1 411, User Notes: (1481069932) i § 4.29 The Architect will conduct inspections to determine the date or dates of Substantial Completion and the date x of final completion; issue Certificates of Substantial Completion pursuant to Section 9.8; receive and forward to the N { 4 ~ei;;oor the owner's review and records, written warranties and related documents required by the Contract and 'd by the Contractor pursuant to Section 9.10; and issue a final Certificate for Payment pursuant to Section MK 2111V~If the Owner and Architect agree, the Architect will provide one or more project representatives to assist in - ~oal311~,,ing out the Architect's responsibilities at the site. The duties, responsibilities and limitations of authority of TTuyc project represen ves shall be as set forth in an exhibit to be incorporated in the Contract Documents. It" I fig-4 r xp ,s,~qv § ^211 Theme 1fi it 1 terpret and make recommendations on matters concerning performance under, and 5y ~ ~ lrement". ~uf the urt ct.Documents on written request of either the Owner or Contractor. The Architect's h { s" i rs~r poise t sucli,rec vt11 be made in writing within any time limits agreed upon or otherwise with reasonable r,'`"k'..+.ArmPth'=fir "U * ,Mm 1 ~n e etaftpn sions of the Architect will be consistent with the intent of, and reasonably inferable Del t1**irxxm he~sYtrat>Du+eg;and will be in writing or in the form of drawings. When making such interpretations v ma to t r~ hIt ebtst0ns, the T h g, I endeavor to secure faithful performance by both Owner and Contractor,. 3 s5 € - r I e" §t~~ens1s Architect, decisions on matters relating to aesthetic effect will be final if consistent p M0 t~hl~Expr~sl~r1't1 contract Documents. All, a*s A N ~ 13 §t ~ e c RWWl s ey and respond to requests for information about the Contract Documents. The 1 t) t ct e 5 t~~ r las to s uests will be made in writing within any time limits agreed upon or otherwise with ~d" , u",, c ea.0 le plot, pine - p opriate, the Architect will prepare and issue supplemental Drawings and p atrons u xa po_s, "'Mirequests for information. "71 C I S BOON GARS ITIONSUM"g. Y1rs a person or entity who has a direct contract with the Contractor to perform a portion of the r 'the sne. Ae~t '~,3hbctr actor' is referred to throughout the Contract Documents as if singular in "r M aaUsntractonor oll„t.authorized representative of the Subcontractor. r s ~,Tx°+ `",irand ivt . AIM, z.."u&-. akYG~R3 ' ram k 4 #t y,~ ~ con dor is a Cts Eor entity who has a direct or indirect contract with a Subcontractor to Suti~ y it "Mto >a i1ib 8f4 i AWork e-srte. The term "Sub-subcontractor" is referred to throughout the Contract `x 7 13i"~lt nen jar >it~pumber and means a Sub-subcontractor or an authorized representative of the Sub- txxt ~~7 Vltit, bntiactoi ~b y Y~AIF,SUBCON q7$~' j D OTHER CONTRACTS FOR PORTIONS OF THE WORK NA1 1 iTn` es otherwise stated in the Contract Documents or the bidding requirements, the Contractor, as soon as 'v `y &ble after a if1h`'~Gontract, but no later that thirty days after the Notice To Proceed issued by the Owner, "¢1 shl fiunist`t wi1nkt1ttIr,rier and the Architect the names of additional persons or entities (including those WNN , re to famish s , r equipment fabricated to a special design) not originally included in Contractor's wE sal,.o uisubstitut`itof a erson or enti . proposed for each principal portion of the Work. The Architect may Po~J;~, P tY Y reply VAtfulFt t.id-Ys,tto the Contractor in writing stating (1) whether the owner or the Architect has reasonable itohjectron 1EMW suchp#oposed person or entity or (2) that the Architect requires additional time for review. Failure fAhe Owner or cl ifect to reply within the 14 day period shall constitute notice of no reasonable objection. However, the Owner reserves the right to request a replacement or substitute of such persons or entities at any time thereafter m accordance with the Contract Documents if such persons or entities are unsatisfactory or unacceptable z to the timer " §:5 21~t1e Contractor shall not contract with a proposed person or entity to whom the Owner or Architect has made t , • t reasonablxititimely objection. The Contractor shall not be required to contract with anyone to whom the Contractor has made reasonable objection. § 523 If the Owner or Architect has reasonable objection to a person or entity proposed by the Contractor, the Contractor shall propose another to whom the Owner or Architect has no reasonable objection. If the proposed but AM Document A201"' - 2007. Copyright m 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Ink. Institute of Architects. All rights reserved. WARNING: This Al a Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 20 reproduction or distribution of this AIA° Document, or any portion of it may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This documentwas prodgwd by AlA software at 0957:35 on 111OV2009 under Order No.8675312638_1 which b expires 0910912010, and is not for resale, pg. 63 (1481069932) User Notes: Vol. b Use I rejected Subcontractor was reasonably capable of performing the Work, the Contract Sum and Contract Time shall be increased or decreased by the difference, if any, occasioned by such change, and an appropriate Change Order M3 P, tsued before commencement of the substitute Subcontractor's Work. However, no increase in the Contrail } g,,tt k , .inSUbi Gaon tra names as reqube a flowed for such change unless the Contractor has acted promptly and responsively t' ` R- +v7waty t ~ r A , r ~ T~~Ihe Contractor shall not substitute a Subcontractor, person or entity previously selected if the Owner or i s` a1 1 ftect makes reasonable objection to such substitution. x: t ~ 33 SUBCONJ~ ACTU~AI RELATIONS wji ti w~-'" w,B 1 ppropnafg gree y awritten where legally required for validity, the Contractor shall require each `ontracC#o th ees~e of the Work to be performed by the Subcontractor, to be bound to the Contractor by s terpts of the cintra. dty b ents, and to assume toward the Contractor all the obligations and responsibilities, n': udmg thtiS~spo st~bii -c t fpor safety of the Subcontractor's Work, which the Contractor, by these Documents, kvl ttass'umesrkC~ armed a per aztd Architect. Each subcontract agreement shall preserve and protect the rights of the a „ , er anll ch t er~t ie;Contract Documents with respect to the Work to be performed by the Subcontractor ws6, at u1 c6ntraetttt e f gill not prejudice such rights, and shall allow to the Subcontractor, unless specifically b V~gLYZ w HZ a pros 6 root tl&tWtbecontract agreement the benefit of all rights, remedies and redress against the C 11A or the Contract Documents, has against the Owner. Where appropriate, the k x~ , r Con~,or sfital,q P ubcontractor to enter into similar agreements with Sub-subcontractors. The ti -0a ;y~ r ~tDr I,abl ach proposed Subcontractor, prior to the execution of the subcontract agreement, m acopaes ofie Con cG~ocum is to which the Subcontractor will be bound, and, upon written request of the ~H~i~jl~lto~act~~lfy~''to•~entractor terms and conditions of the proposed subcontract agreement that may g r at vaztance l~tie C§ottl aDf Documents. Subcontractors will similarly make copies of applicable portions of 6 -,m ue umy + rail tt"heir respective proposed Sub-subcontractors. ~ a a ' 5y ON G, N..."S"6IGNM OF SUBCONTRACTS 43 as nntrad. event for a portion of the Work is assigned by the Contractor to the Owner, provided u tib~ M "'A e ,k ~f y ass~lefif is effective only after termination of the Contract by the owner for cause pursuant to ya ~i Se'ction ld only for those subcontract agreements that the Owner accepts by notifying the a a r+. at Z "r a 1~ 0n ENdf and Contractor in writing; and y~ € fs x gas t epos sub t i e prior rights of the surety, if any, obligated under bond relating to the ~~T Arv `~~'.sz s'Tks~ N r'+.. qt COntr ~ y3~ ~,Y Y x YLps,Pz'~r~ S.i.~" ,+y'Y4 d^ S ~4" M., a ~ - 1✓ 'I'l Y~. Ni!~ a'1 k p g~~r y, en the Ourtef areejits the ',assignment of a subcontract agreement, the Owner assumes the Contractor's rights and 4 ° Iga ohs tin the subccnDA. r 7sit "q ~-rSJ` ty"' ^fC 4 * ~r sC""1 i3' a's k JJ r~427po$Scli as i~unent~tffh Work has been suspended for more than 30 days, the Subcontractor's mpeensaiton "shall be equitably adjusted for increases in cost resulting from the suspension as agreed upon by the R5 P ?w ai,y~" y iiQ § Sr'4 on such asstginenen;fotl3e Owner under this Section 5.4, the Owner may further assign the subcontract to a ' ;'successor Contractor r ot~ler"entity. If the Owner assigns the subcontract to a successor contractor or other entity, ` xlle Owner"$hal~l nevertheless remain legally responsible for all of the successor contractor's obligations under the -o 1~ r su'bcontrac e „ ARTICLE 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS + b 10WNER'S RIGHT TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE CONTRACTS .zy: :§'6~1'I Th~eWOwliet reserves the right to perform construction or operations related to the Project with the Owner's U t.' a ownSorces, agdtib award separate contracts in connection with other portions of the Project or other construction or operatrons on theisite under Conditions of the Contract identical or substantially similar to these including those .;portions relaliellcto insurance and waiver of subrogation. If the Contractor claims that delay or additional cost is involved because of such action by the Owner, the Contractor shall make such Claim as provided in Article 15. § 6.1.2 The tern "separate contractor" shall mean any contractor hired, employed, or retained by the Owner pursuant to Section 6.1.1 above. When separate contracts are awarded for different portions of the Project or other Init. AIA Document A201-- 2007. Copyright 01911, 1915, 1918, 1925, 1937, 1951, 1956, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All d hts reserved. WARNING: This AIAe Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 21 `reproduction or distribution of this AIAe Document, or any portion of It may result in severe civil and criminal penalties, and will be prosecuted to the imum extent under the law. expires on 0910912010, and is not for resa eThis documen~O1produced by AIA software at 09:5n35 on 11/02f200~~ 9 ndey r Order No,8675372638_t which User Notes: /J OCj 1"g• 'T/' (1481069932) l construction or operations on the site, the term "Contractor" in the Contract Documents in each case shall mean the x Contactor who executes each separate Owner-Contractor Agreement 01.11 s W r4 ~„a k rrFe r.~+kein.. '54 ~13e Owner shall provide for coordination of the activities of the Owner's own forces and of each separate a %?t . :r( `ki'cunti ecto[ with the Work of the Contractor, who shall cooperate with them. The Contractor shall participate with sched les. e s ns to arate thco nstr cti on schedule deemed necessary y their after ajointt Contractor review and mutual a The construction 51 F ~S arY } ;rv schedules shall then constitute the schedules to be used by the Contractor, separate contractors and the Owner until ;t} -A"'no1 yy~,~~ ey-.} sit}apequently revised u m'q tu'S~ 1Xf'1hT"'k .xn" {b1 4 Unles erw~s vided in the Contract Documents, when the Owner performs construction or operations e f< 4T gadlted to th s ect~Wl~ Ife Owner's own forces, the Owner shall be deemed to be subject to the same obligations ~ aq r ~Stis r a ndrto It ave,Ilt sam~ s that apply to the Contractor under the Conditions of the Contract including without eX~~luamMaw& g'rblms tl1ose, '`tedain Article 3, this Article 6 and Articles 10, 11 and 12. s yS r cu "t. ire' ~ar§ 2 RESPOIBILf7 % ~ §6 2fpr sh grdP the Owner and separate contractors reasonable opportunity for introduction and J kis or e. fe aLg dE~ui ment and performance of their activities, and shall connect and coordinate the Mcqififi 179. , or s ctibn operations with theirs as required by the Contract Documents. ARRI 214 .K. 1 11 t .the Quo 15;Work depends for proper execution or results upon construction or operations by h x,,,~ +"v$ as ~Se,~Own:o = s jtte 'onor, the Cntractor shall, prior to proceeding with that portion of the Work, promptly rt t6 WK64 fi `em app r2a1et1 discrepancies or defects in such other construction that would render it unsuitable tc~s~ P x. y w "ffik such pco"~pe 1XI DO ksults. Failure of the Contractor so to report shall constitute an acknowledgment that AMwE Eepaz. Ce t ntractor's completed or partially completed construction is fit and proper to receive the the r s o~sa } on r s Wore Mr ,W t8?defects not thn reasonably discoverable. go FA his § i~e o fo MUM burse the Owner for costs the Owner incurs that are payable to a separate contractor "''"because Contta~slela improperly timed activities or defective construction. The Owner shall be so1he'4ritra~r for costs the Contractor incurs because of a separate contractor's delays, improperly in " sti es damNPAgo e Work or defective construction. 7 8 >~F~ 4 The'. t,. O,sltl pro~4~yaettledy damage the Contractor wrongfully causes to completed or partially - .n r r cto plffiftpor~ c on or to pro y.ojj'the Owner or separate contractors as provided in Section 10.2.5. rey di 'W+ ' Let h~'e] IMP s i ~~^1 ~ 'ir,§.y6 $ 5 Ther er ncl1 separate contractor shall have the same responsibilities for cutting and patching as are 2 e?for tigontractor in'S bn,3.14. §6z30IGHl~fOC~EAN t "y;,;-=Tf"at'iJtspu a arises among the Con actor, separate contractors and the Owner as to the responsibility under their u `-{esp jve contracts _lrU m"'4ayming the premises and surrounding area free from waste materials and rubbish, the i yand}k?~~a~lWl'oc eh e cost among those deemed responsible by the Owner. Owner maylBIean ARICLE~I~AGES IN`THEVfIORK w 1 §'71 GENEi~C~ §'T 1 1 Changes m the b✓ork may be accomplished after execution of the Contract, and without invalidating the ° a„ `sue try g„ p z:., ~ .<y".. tract, by'Change~,0der, Construction Change Directive or order for a minor change in the Work, subject to the Cdn limitations stated in this Article 7 and elsewhere in the Contract Documents. h'7 12+C~iange Order shall be based upon agreement among the Owner, Contractor and Architect; a Construction t ChatigeDu lv-.-requires agreement by the Owner and Architect and may or may not be agreed to by the ,r.~ r Gronlractor, an'brder for a minor change in the Work may be issued by the Architect, if approved by the Owner, r ghos £appioyal_sllalI not be unreasonably withheld § 7.1.3 Changes in the Work shall be performed under applicable provisions of the Contract Documents, and the Contractor shall proceed promptly, unless otherwise provided in the Change Order, Construction Change Directive or order for a minor change in the Work. AIA Document A201 * - 2007. Copyright to 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American lnlt Insfitute of Architects. All rights reserved. WARNING: This AIAe Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 22 1•, .lt% reproduction or distribution of this AIAe Document, or any portion of it may result in severe civil and criminal penalties, and will be prosecuted to the fvr f maximum extent possible under the law. This document was uced by AlA software at 09:57:3*gnn 1110212009 under Order No.8675312538_1 which expires on 09/092010, and is not for resale. ~f~ 1'O (1461069932) User Notes: 6_5 § 7 .2 CHANGE ORDERS ange Order is a written instrument prepared by the Architect and signed by the Owner, Contractor and z a Ar4l~ttect stating their agreement upon all of the following: The change in the Work; 1g.2 The amount of the adjustment, if any, in the Contract Sum; and { j Y .3 The extent of the adjustment, if any, in the Contract Time. § 3 CONSTRUCTION CHANGE DIRECTIVES „*ra~ `~w 1 A Co ctlon`ge Dtreilive is a written order prepared by the Architect and signed by the Owner and Y' chttect, du'eatmg a e in the Work prior to agreement on adjustment, if any, in the Contract Sum or Contract 4 . M " . =3 111 de or 'lte r lnay by Construction Change Directive, without invalidating the Contract, order changes S i y) ~ e Wo thm `691 g g meral scope of the Contrail consisting of additions deletions or other revisions, the ' rOntract ' d p~p't~aet Time being adjusted accordingly. s ~ ~ lyyiY qa'r, uE 'F X h' ~5 ,0'- m qti ^1 s"§ 7~Y3 2f1 DnsLUDgdn~h3t}~ebirective shall be used in the absence of total agreement on the terms of a Change Ii He rs { F'Is% 3'" sn wi i~ u-~ ~3~xhe C~ctio~:~ange Directive provides for an adjustment to the Contract Sum, the adjustment shall be Fix y F bn a rye f methods: ~~.d,~ltark of a lump sum properly itemized and supported by sufficient substantiating data to 0 Yam ~`~':j`^" n~,~ces.atecl:ut the Contract Documents or subsequently agreed upon; ip7 s y, N 4 "ve3? ~{"o b eted in a manner agreed upon by the parties and a mutually acceptable fixed or rct: g ` # r As n Section 7.3.7. V 11 d 1 M Kilt 33 tmtt p d fat in the Contract Documents or subsequently agreed upon, and if quantities originally ^ rr~cbti " e tare enalchanged in a proposed Change Order or Construction Change Directive so that 1 z " ' ` pCt of u '(S11 ~prtces to quantities of Work proposed will cause substantial inequity to the Owner or 7ro= n e qp li %bbe_^tfntt prices shall be equitably adjusted. Up6ni~etp~ Con c~[on`kiange Directive, the Contractor shall promptly proceed with the change in rye ed and advise e,-gw l•.ect of the Contractor's agreement or disagreement with the method, if any, $d milt chon Chan "Directive for determining the proposed adjustment in the Contract Sum or M2MIN S"" 3A ' n ~ction Changesigned by the Contractor indicates the Contractor's agreement therewith, talc udtitg en! h C~tct+ and Contract Time or the method for determining them. Such agreement shall AA.- Mot cttve Immediately and shall be recorded as a Change Order. § 7 3 7 If theontcr„' Ytw pond promptly or disagrees with the method for adjustment in the Contract Sum, t the 9cchited shall de7n th rlem and the adjustment on the basis of reasonable expenditures and savings of ' ? G :those pethe Wor'atributable to the change, including, in case of an increase in the Contract Sum, an Count fd~C[ lp"a$nd profit as set forth in the Agreement, or if no such amount is set forth in the Agreement, a Teasonable..a~mouttth7t>such case, and also under Section 7.3.3.3, the Contractor shall keep and present, in such form =r • as=tfte Architec~m'ayprescribe, an itemized accounting together with appropriate supporting data. Unless otherwise 'y provided in the Contract Documents, costs for the purposes of this Section 7.3.7 shall be limited to the following: t. 7 Cpsts of labor, including social security, old age and unemployment insurance, fringe benefits ired by agreement or custom, and workers' compensation insurance; " f 2s {°bsts of materials, supplies and equipment, including cost of transportation, whether incorporated or eptaI costs of machinery and equipment, exclusive of hand tools, whether rented from the Contractor or others; .4 Costs of premiums for all bonds and insurance, permit fees, and sales, use or similar taxes related to the Work; and .5 Additional costs of supervision and field office personnel directly attributable to the change. Init. AIA Document A201^ - 907. Copyright m 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIAe Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 23 ( reproduction or distribution of this AIAe Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible underthe law. This document was produced by AIA software at 0957:35 on 11/0212009 under Order No.8675312638_1 which 09/09/2010, and is not for resale. User Note VOL Pg, (1481069932) expires Notes: Y l § 7 3 6'Ihe amount of credit to be allowed by the Contractor to the Owner for a deletion or drange that results in a n~s"°" y",tSe2~~Lr'ease in the Contract Sum shall be actual net cost as confirmed by the Architect. When both additions and f~~g w "~~'.~.-~"r yreth~~s coverin related Work or substitutions are involved in a change, the allowance for overhead and proSt shall 'v3`+a n"`E ~i~~ Y,"s'~-~~efi `giu`~d on the basis of net increase, if any, with respect to that change. ",^`w " ewe -raS°t"wa 9a'pending final determination of the total cost of a Construction Change Directive to the Owner, the Contractor 61-1 rmay.Tequest payment for Work completed under the Construction Change Directive in Applications for Payment. r am Architect will m an interim determination for purposes of monthly certification for payment for those costs ss''e x are certify foci aymet he amount that the Architect determines, in the Architect's professional judgment, to be ust Contract Sum on the same Chanlg~ erdsf J o thhe right of either determination d sagreeand assert a them in accordance with Article basis 5. 1 er r ,r : 1 A wa k ~e § 10 VSdtene (wnetand Contractor agree with a determination made by the Architect concerning the atljustm ii``fft on cl am and Contract Time, or otherwise reach agreement upon the adjustments, such +r ly'° eemeit-s a 1''ffeafive"LL iiimediately and the Architect will prepare a Change Order. Change Orders may be fry t nj~u c.,, x a a5sued"fot a for art aAConstruction Change Directive. r e#9116G~AiGESIIF WORK a1`t~v~awlY y~the Owner, or the Owner's Designated Representative, has authority to order minor g#zr~e`~orloi.`i1ol~tlg adjustment in the Contract Sum or extension of the Contract Time and not „ane0n-rsteii lvrTith {~1e 3g£ent Contract Documents. Such changes will be effected by written order signed by the i'f t, c rite , an~'t aal~ b6.bindmfoni the Owner and Contractor. l( n'T aNA1 y ali rieac fib. T RT CLE 8 aIAE¢eaw ~fi18 EFMITIONS~ se ro~~ Contract Time is the period of time, including authorized adjustments, allotted in C ep th Dqu~ amentg Sstantial Completion of the Work. 'sR .'t ,"4'trS~ra ' ''3rv'~ ,8a1el1"vommencement of the Work is the date established in the Agreement. ,v ^s,'~-say„ eis wf~$ y~ x4' v4AI d it? ofSUbstanf al Comp]etion;is the date certified by the Architect in accordance with Section 9.8. Mme.: ti~i t ra :r „t.^, s*~t' va~ s r ee t 'day ed ifiF lCtt3eontract Documents shall mean calendar day unless otherwise specifically x xE„ •~w it ~Efin ~7^ Att.'-;Li ju ykx w t~~ItQGES~S~ANb COMPL10~!' xs,; ± k§ 8°2,'irtru[uts stafed.~n thhhbntr_'actDocuments are of the essence of the Contract. By executing the Agreement confirms thate Contract Time is a reasonable period for performing the Work. ~`"§$h72 'he Gonhactwor~,.sh u fflt~knowingly, except by agreement or instruction of the Owner in writing, prematurely commenceperat`ions£i,the~i or elsewhere prior to the effective date of insurance required by Article I 1 to be PV Y fuu[is ed by the Conk adt`Owner. The date of commencement of the Work shall not be changed by the F*eff~tivg dm of such mlrdrance. Unless the Commencement Date is established by the Contract Documents or a f r 1 Dtice to proceed'ued by the Owner, the Contractor shall notify the Owner in writing, not less than five (5) days µ } ,tottiother agreperxtl,ubefore commencing the Work to permit the timely filing of mortgages, mechanic's liens, and uw.,. ''other securifjT.igferests:^ ' ;j x, §y6 23 The Conta ctor shall proceed expeditiously with adequate forces and shall achieve Substantial Completion } w{t(un the Contract Time. D EXTENSIONS OF TIME § 8.3.1 If the Contractor is delayed at any time in the commencement or progress of the Work by an act or neglect of the Owner or Architect, or of an employee of either, or of a separate contractor employed by the Owner; or by changes ordered in the Work; or by labor strikes or other labor disputes, fire, unusual delay in deliveries, unavoidable casualties or other causes beyond the Contractor's control; or by delay authorized by the Owner AIA Document A201-- 2007. Copyrightm 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Inn' Instluts of Architects. All rights reserved. WARNING: This AIA! Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 24 reproduction ordistributlon of this AIA° Document, or any portion of It may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This documentwas produced by AIA software at 09:5735 on 11102/2009 under Order No.B67 5 3126 3 8_1 which expires on 09/092010, and is not for resale. ripp S User Notes: Vol, _a----PC' (1481069932) pending mediation and arbitration; or by other causes that the Architect, after approval by the Owner, determines r s may 3~ustrfy delay, then the Contrail Time shall be extended by Change Order for such reasonable time as the S~.aT7..r } ''per,` after consultation with the Architect may determine. ~ xc # 6~ x t a rxpT++ ''T,";x `;,.,;g"',}; ru§ 3"2aClatms relating to time shall be made in accordance with applicable provisions of Article 15. '4 4 4 e 3 4his Section 8.3 does not preclude recovery of damages for delay by either party under other provisions of act Documents. g' fir`/ ems' DCOMPLETION k'.,.d5`AY2'ICLE9 fPP~YMENT ti,^a §'S UCONTfTAA, SU 7k` ;ie Contra aym is x in the Agreement and, including authorized adjustments, is the total amount payable by ' s z'dt'~'uOwner o Conti i for performance of the Work under the Contract Documents. >t' ~s Y" 3fr`.."3' rya' t „ ~t<~§92SCEO~J1fES r1 r,+ r1sWYl~ier ~orit raCyt~sas~O~la stipulated sum or Guaranteed Maximum Price, the Contractor shall submit to the chier~e~he ors rlfpjibation for Payment, a schedule of values allocating the entire Contract Sum to the # n i~ edtei alseotk a d prepared in such form and supported by such data to substantiate its accuracy as 1' %14'a ere a ppro al'b' the Owner, may require. This schedule, unless objected to by the Architect after Ilk A `"i ra td#'a liy ".~wnor'`she used as a basis for reviewing the Contractor's Applications for Payment. AKIM Y ,..r a~' k,. 5 a v r ~9314PP C+,TIO~NS,fwAt'P, "~IIENT oet,, lyre date established for each progress payment, the Contractor shall submit to the # .'1 AMY lefra..`st J6iY,,1 s b ot YN i tj"`* er an"ev91z~'d~,ApatAffor Payment prepared in accordance with the current schedule of values, if required ti ocorri)ijped portions of the Work. Such application shall be notarized, if required, and A ~s2 ai E p x such jg8i bstGating the Contractor's right to payment as the Owner or Architect, after approval by r $ Ate vn a~fr~re su pies of requisitions from Subcontractors and material suppliers, and shall reflect u " ~~r de form„ e.ontrail Documents. ¢ ~ .g'rcyj C,r tit, t r n ~e+s~~&r~ F J'~~ provi~ed~.ui Setit'ipn 7.3.9, such applications may include requests for payment on account of changes in orlc'tha ` e~eeu, operly authorized by Construction Change Directives, or by interim determinations of the 1rchitect+er arrVajT1y the QWriait not yet included in Change Orders. yy~4 f I,a f ^s m G°'bi.^a yS Y'' ^t4F k`h i.T ~ r'r," u'~ ~ r ~ § 9 31 ?,~~A,~r> 'lens ~'or;Payrrf`ent shall not include requests for payment for portions of the Work for which the ~'Cbgtractorfidoe ot?irtend to pay a Subcontractor or material supplier, providing services for the Contractor, unless Ra a ara{frlraseeu perfornted`byyythers whom the Contractor intends to pay. YaM'tS y;-0'.,'d ?Y _ 9P~}'4 htf}~4,`~r ~a d s,-7'r.i s i s §',gs 3 y N ~erly 's provided i0die Contract Documents, payments shall be made on account of materials an teiwequiimenl: fevered and suitably stored at the site for subsequent incorporation in the Work. If approved in advance '"1y Wwner,,paym ft, n y similarly be made for materials and equipment suitably stored off the site at a location prg a~ a agreed uposan writing aymeafor materials and equipment stored on or off the site shall be Conditioned upon co pliance by the Contractor, TtthL-procedures satisfactory to the Owner to establish the Owner's title to such menalS aide impment"U`r otherwise protect the Owner's interest, and shall include the costs of applicable uisurance-storage.,andtransportation to the site for such materials and equipment stored off the site. - g3,3 The Cora~9xyivamants that title to all Work covered by an Application for Payment will pass to the Owner upon receipt of payment. The Contractor further warrants that upon submittal of an Application for Payment all Wort for which~Certificates for Payment have been previously issued and payments received from the Owner shall, Vl' t t ' `he best flftfie;JC ontra ctor's knowledge, information and belief, be free and clear of liens, claims, security interests gr a ieumbces.~,.iit favor of the Contractor, Subcontractors, material suppliers, or other persons or entities making a Fit % i b,~ reason.of having provided labor, materials and equipment relating to the Work. Notwithstanding the clar¢ foreJeiQ; the Contractor shall provide executed release of lien forms from all Subcontractors, suppliers, and other persons or entities providing labor, materials, or equipment relating to the Work that shall receive payment from the amount certified. AIA Document A201- - 2007. Copyright m 1911, 1915, 1916, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Init Insdtuts of Architects. All rights reserved. WARNING: This AIAs Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 25 y reproduction or distribution of this AIA° Document, or any portion of It, may result in severe civil and criminal penalties, and will be prosecuted to the a a This documentp~,aOspmduced by AIA software at 09:5W55 on 11/0212009 under order No. 86753126381 which U l~ f u ximum ex ent possible is not kh law. I~77 7 (1481069932) § 9.4 CERTIFICATES FOR PAYMENT §_P.41 The Architect will, within seven days after receipt of the Contractor's Application for Payment, either issue ^~t ner a Certificate for Payment, with a copy to the Contractor, for such amount as the Architect determines ~°~,~,Per~~ due, or notify the Contractor and Owner in writing of the Architect's reasons for withholding (N ' ~,4%~,M p,R ertt$1~ Vbn in whole or in part as provided in Section 9.5.1. t~ti4 a issuance of a Certificate for Payment will constitute a representation by the Architect to the Owner, USE the Architect's evaluation of the Work and the data comprising the Application for Payment, that, to the owledge, information and belief the Work has progressed to the point indicated and that eye t of the Architect's 40, ~-`k, 5$ie quality o dhe WorJcin accordance and/or compliance with the Contract Documents. The foregoing ~~"f+f esenta' Stare s 'j ' o an evaluation of the Work for conformance with the Contract Documents upon Ul~stanhalpletttln e;trresults of subsequent tests and inspections, to correction of minor deviations from the =M{, tract Ioelents,pno o completion and to specific qualifications expressed by the Architect. The issuance of a tficat fair ay w~It tfurther constitute a representation that the Contractor is entitled to payment in the r,d unt c ed D' V'er J1e issuance of a Certificate for Payment will not be a representation that the Architect cgs 0ad xhApYe octtinuous on-site inspections to evaluate the quality or quantity of the Work (2) ~ tet e eonstr n fhethods, techniques, sequences or procedures, (3) reviewed copies of requisitions Md n II ~Troit SA ontr tprsr d materi al suppliers and other data requested by the Owner to substantiate the Co ~ 's rIo pa rnor (4) made examination to ascertain how or for what purpose the Contractor has used ` en'lt~eevtpS at''t`acCount of the ContractSum. ~bECIIS 0 S 7 OL~3 ERTIFICATION X51 a chrtecf;taray~~)ld a Certificate for Payment in whole or in part, to the extent reasonably necessary no ro of ;c~t~e r i " " chitect's opinion the representations to the Owner required by Section 9.4.2 cannot add If c bee to certify payment in the amount of the Application, the Architect will notify the Trovlded in Section 9.4.1. If the Contractor and Architect cannot agree on a revised e"s nvt~omptly issue a Certificate for Payment for the amount for which the Architect is able to m epr sentation oe Owner. The Architect may also withhold a Certificate for Payment or, because of xy~ rr so ; tltsr4e~evtdence, may nullify the whole or a part of a Certificate for Payment previously issued to " ~us fa to c ~~e'ncessary in the Architect's opinion to protect the Owner from loss for which the Contractor . ADS esulting from acts and omissions described in Section 3.3.2, because of 5 le in c not ree~,wised; ¢ A 2 ~.3$ sc atm~$(ed-'o7s~~asonable evidence indicating probable filing of such claims unless ~ .Secure acceptalfi`9tol h~'Owner is provided by the Contractor; a Can onto make payments properly to Subcontractors or for labor, materials or w GIs i A~~d ~t art tf~ ~1 µ 4r~onable dgh'ceat the Work cannot be completed for the unpaid balance of the Contract Sum; tri 1 at };~`4 damage toth~LAv~a7zseparate contractor; or another contractor. + y ¢ ,x&easolle evi ari the Work will not be completed within the Contract Time, and that the ri y4F4 `'t~r ~unpat balance wu d not be adequate to cover actual or liquidated damages for the anticipated delay; o M `a 7 ep1N' i o cazry out the Work in accordance and/or compliance with the Contract Documents. n 1 ay 1 9 5 2 WhEa*.the above reasons for withholding certification are removed, certification will be made for amounts 41-t revtoush e5ti 1 aw r; §9 5 3 If the A[,Ittte;~ttvithholds certification for payment under Section 9.5.1.3, the Owner may, at its sole option, issue joint checks to the Contractor and to any Subcontractor or material or equipment suppliers to whom the x Gontraot9r failedto make payment for Work properly performed or material or equipment suitably delivered. If the er -ake§ payments by joint check, the Owner shall notify the Architect and the Architect will reflect such i0F payment onfhe next Certificate for Payment. 4, , r §9 6 PROGREgPAYMENTS § 9.6.1 After the Architect has issued a Certificate for Payment, the Owner shall make payment in the manner and within the time provided in the Contract Documents, and shall so notify the Architect. AIA Document A201" - 2007. Copyright O 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Inlt. Institute of Architects. All rights reserved. WARNING: This Al a Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 26 reproduction or distribution of this Al a Document, or any portion of It may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This dowmentwasprpdyced by AIA software at 09:57:35 gg11/022009 under Order No.85753126381 which expires on 09/092010, and is notfor resale. Vol. I' User Notes: M;? C5 (1481069932) § 9 6 1 1 The Owner will make monthly progress payments to Contractor within thirty (30) days after receipt of a Certificate for Payment from the Architect. The Owner shall withhold five percent (5%) retainage from each ayment until thirty (30) days after the Contract is completed. ~a'rlMgr # a tr. twl~ § K"16. t'e Contractor shall pay each Subcontractor no later than seven days after receipt of payment from the Qmper.the amount to which the Subcontractor is entitled, reflecting percentages actually retained from payments to MzY ^"F„ -..t. ~i7 o; ctor on account of the Subcontractor's portion of the Work. The Contractor shall, by appropriate ment with each Subcontractor, require each Subcontractor to make payments to Sub-subcontractors in a similar arm %6.3 The kAitect l &n request, fiunish to a Subcontractor, if practicable, information regarding percentages of er. ,~ZottpletwnNitnounffiffl~Alted for by the Contractor and action taken thereon by the Architect and Owner on 'R ` account o{ l Ions ork performed by such Subcontractor. 4 er right to request written evidence from the Contractor that the Contractor has properly paid aft the Owner to the Contractor for subcontracted 12a i bpod~ra~Ct s a eria IP&Id equipment suppliers amounts paid by 51 t ;f, orkt Ifrt11e`Con~acto~" fads 3Vitmish such evidence within seven days, the Owner shall have the right to contact Sibaon4a`bfors ~scrtwmether they have been properly paid. Neither the Owner nor Architect shall have an $'M.:p `lltgr hb'r4'~t~or'rt~to a payment of money to a Subcontractor, except as may otherwise be required by law. ~ ` § ~ {ieor' paymmen aterial and equipment suppliers shall be treated in a manner similar to that provided a a) 9 6Y5 f o r tri S fi0r1 *2 Rand [8, v?~. X1^.9 Fps 3 wj~ ~3+.~P:,r.:i ~ ' 6 6 A ` ca for a progress payment, or partial or entire use or occupancy of the Project by the of ~~,"J,t, £Ownhalld~ t{Constt, acceptance of Work not in accordance with the Contract Documents. fi t~,1t . ~3 9 tfie cloy vldes the Owner with a payment bond in the full penal sum of the Contract Sum rgtspa ants cebtwi ctor for Work properly performed by Subcontractors and suppliers shall be held by ` ' " 1c'` the n4 r fon os 'nbaontractors or suppliers who performed Work or furnished materials, or both, under 1y~jsE~~q a fcb th ;CogtTa' for for which payment was made by the Owner. Nothing contained herein shall require i and not commingled with money of the Contractor, shall create any oiRr1.,~,yd' a laced ate account s3'ti:''~ ,ye s tab1 fybiltty onthygyart of the Contractor for breach of trust or shall entitle any person or entity a'ys, t" f" r awerd'a~of Unt"ltu' tlamagesagamstthe Contractor for breach of the requirements of this provision. r 3 r na kt r~x1 7 FA'0tAt1 NT fa I<fh e.Arc~liecgt(floes f issue a Certificate for Payment, through no fault of the Contractor, within seven days after a 1x t xfethe Contractor's Ap lIMbri or Payment, or for reasons other than those enumerated in Section 9.5.1 if a"g .ache a oes not pay the Cbniracforcyyithin seven days after the date established in the Contract Documents the u , am lmt ~qrunedtby lfie,Ardrt ect o; awarded by binding dispute resolutioD, then the Contractor may, upon seven r ~ gttonal''adys prior written not ce to the Owner and Architect, request a meeting with Owner and Architect to t nrn"ei ately,,resollv eA,rerttficate of payment issue. If a meeting fails to resolve the payment issue, then the i w€ v Conte etor may stopr{he ,0 til payment of the amount owing has been received. The Contract Time shall be t `1 extended appropriately d th ~oiitract Sum shall be increased by the amount of the Contractor's reasonable costs „ r > bf s~tut d~; dblay and s=up, plus interest as provided for in the Contract Documents. T o a~.,aleeasr. } u §~9 6 SUBSTANTIAL COMPLETION w , ,§'9 7 Subsfantta-Com°ple[ion is the stage in the progress of the Work when the Work or designated portion thereof is sufficiently complete in accordance and/or compliance with the Contract Documents so that the Owner can occupy or,ut lize;the Work for its intended use. r § 98'2,When flienContractor considers that the Work, or a portion thereof which the Owner agrees to accept r _ 'tr separate) ts;5ulistamially complete, the Contractor shall prepare and submit to the Architect a comprehensive list of `items to be completed, corrected or repaired prior to final payment. The Contractor shall complete any and all listed items or otherwise achieve final completion within thirty(30) days of Substantial Completion, unless unusual or unexpected circumstances prevent the Contractor from doing so. Failure to include an item on such list does not alter the responsibility of the Contractor to complete, correct or repair all Work in accordance and compliance with the Contract Documents. Init AM Document A201-- 2007. Copyright m 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA* Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 27 reproduction or distribution of this AIA* Document or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the rI, f maximum extent possible underthe law. This documentwas produced by /AlA software at 09:57:35 on 1110212009 under Order No.8675312638 1 which expires on 0910912010, and is not for resale. 1 Y i]Q 60 (1481069932) User Notes: Vol. rtS § 9 8 3 Ugon receipt of the Contractor's list, the Architect will make an inspection to determine whether the Work or yer~., rai 5r. p1^x7f. stgttat portion thereof is substantially complete. If the Architect's inspection discloses any item, whether or not ryt rty J,i Ifudtddon the Contractor's list, which is not sufficiently complete in accordance with the Contract Documents so ,7 scs ` 4}iaiilie'Dwno can occupy or utilize the Work or designated portion thereof for its intended use, the Contractor so~fi~abfon by the Architect. In such case, the Contractor shalltthen submit a request for another inspection by the r; r 1 Pt- ut ti[ect to determine Substantial Completion. '^A 8.4 Wh 'the WorktiwBrdesignated portion thereof is substantially complete, the Architect will prepare a y (etYtficateubstanUal~ omplction that shall establish the date of Substantial Completion, shall establish ) wa wsx =M vi f th, OWher and Contractor for security, maintenance, heat, utilities, damage to the Work and esponsibrh ~~MA y n ancestlall fix th} ttme Within which the Contractor shall finish all items on the list accompanying the IL'g ficat- art qs reyuged by the Contract Documents shall commence on the date of Substantial Completion x 7, ~ i1 ~ i ~`aiof e V1fo1 t~°r estgnai~~ onion thereof unless otherwise provided in the Certificate of Substantial Completion. KA,g B 5li ertt~~teyof 6~stantial Completion shall be submitted to the Owner and Contractor for their written resll~onstbi~te~.,yassigned to them in such Certificate. Upon such acceptance and consent of surety, if a ~a11 rpepent of retainage applying to such Work or designated portion thereof. Such payment h sl~a e''ddjus~vrkat is incomplete or not in accordance With the requirements of the Contract Documents. 11 sy tr ~A 1~CC1P,NCY ROSE M y completed or partially completed portion of the Work at any stage when 1 §5 J 1 OwD ma occupy-or use an on porU Qr~t t6a,., arate agreement with the Contractor, provided such occupancy or use is consented g' ''E,g by'i in ~s r_ ' order Section 11.3.1.5 and authorized by public authorities having jurisdiction over the 7 5yia o)e''C uch upancyibr use may commence whether or not the portion is substantially complete, provided ~SM, e;; d or av ccepted in writing the responsibilities assigned to each of them for payments, err. qre a ai security maintenance, heat utilities, damage to the Work and insurance, and have agreed in p f ~µi tconcefmng9hs~per~odrfor correction of the Work and commencement of warranties required by the Contract ` e,,~~ sett 'e~auttractor considers a portion substantially complete, the Contractor shall prepare and ~PE e Contractor to partial occupancy or use r~fi~tmai§t toonc~iiteL as provided under Section 9.8.2. Consent of th TMINOM 05W y iliheld e -stage of the progress of the Work shall be determined by written agreement r. Al I g 5 „ een th e6 andontracko oif;no agreement is reached, by decision of the Architect. Toosuch partial occupancy or use, the Owner, Contractor and Architect shall jointly inspect the-err ~{b> p~edo pgrhon of the Work to be used in order to determine and record the condition of the g 5 1 §'9 91Unles e agreednp`on partial occupancy or use of a portion or portions of the Work shall not 7rt7 ;c stit e"ac~ceptance of Work nol`complying with the requirements of the Contract Documents. § 9.10 MNAL+ 0MPLET10 A IUFIINNAL PAYMENT § 910,7 Upon receip of esCon actor's written notice that the Work is ready for final inspection and acceptance s ~b j M" ? aria upo~z~tpfliof a fin es`` pplication for Payment, the Architect will promptly make such inspection and, when the. ty*~ x ~#YTChttect'fiitds„~Y1tet~tT',ork acceptable under the Contract Documents and the Contract fully performed, the Architect ~I prompyg~ss ueaal Certificate for Payment stating that to the best of the Architect's knowledge, information °1 "'f •an 'belief, and.onsYlte basis of the Architect's on-site visits and inspections, the Work has been completed in accordance and/or compliance with terms and conditions of the Contract Documents and that the entire balance found to be.due;the Contractor and noted in the final Certificate is due and payable in accordance with the contract 4 r..t I documents and'pon formal approval of the Commissioners Court The Architect's final Certificate for Payment r 'k a,:'hrS ,n ~ L ~1~ n~sttYtut~e a~.further representation that conditions listed in Section 9.10.2 as precedent to the Contractor's being pnntled td dial,"payment have been fulfilled. § 9.10.2 Neither final payment nor any remaining retained percentage shall become due until the Contractor submits to the Architect (1) an affidavit that payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the Owner or the Owner's property might be responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfied, (2) a certificate evidencing that insurance required by the Inlt AIA Document A201-- 2007. Copyright O 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIO Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 28 reproduction or distribution of this Alas Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the 1 maximum extent possible under the law. This document was produced by AIA~lsoftware at 09:57:35 on 11/022 09 rider Order No.8675312638_1 which M / expires Notes; 09/092010, and Is not for resale. rrr User NOta Vol. /a r• (1481069932) Contract Documents to remain in force after final payment is currently in effect and will not be canceled or allowed C to extplrefor until at least 30 days' prior written notice has been given to the Owner, (3) a written statement that the kY MS Y.'~° J a M ' 60 a i• y ~onn48cknows of no substantial reason that the insurance will not be renewable to cover the period require by 13 ' `c'b:;~ `"1 the Confiact Documents, (4) consent of surety, if any, to final payment and (5), if required by the Owner, other data .,,'T ~ ;fl,M esWiSg payment or satisfaction of obligations, such as receipts, releases and waivers of liens, claims, security „ipteresS or encumbrances arising out of the Contract, to the extent and in such form as may be designated by the (TT%''~~+~`„ "fah: If a Subcontractor refuses to famish a release or waiver required by the Owner, the Contractor may furnish a ~e 5 d ~dz1,. i.~a'~~>t't n ~'satisfitctory to the Cnvner to indemnify the Owner against such lien. If such lien remains unsatisfied after ,rm, ~tpayments are made thContrador shall refund to the Owner all money that the Owner may be compelled to pay in - o kb 35 1 +,i„+~ t~3disbhazging sOch Iten }}c~uding all costs and reasonable attorneys' fees. Final payment constituting the entire unpaid ,`~"'ba~rance of .1h.'e,Cont"c{.xStun will be paid by the Owner to the Contractor within thirty (30) days after the final ~ $ .r~eruficate ~~~+ym 1beeD issued by the Architect. §.91,10 3.If,,,&fter Su~t~an~tral Iumpletion of the Work, final completion thereof is materially delayed through no fault rt v£ e o kfo r b~Aiss~r rtte of Change Orders affecting final completion, and the Architect so confirms, the x„twee kshailigo a pltctlokl~y the Contractor and certification by the Architect, and without terminating the o stake-aymenofhti±balance due for that portion of the Work fully completed and accepted, such final a oval bythe Commissioners Court. If the remaining balance for Work not fully ".pyfnf;nfa 5'suu frof irma_ pr , cdtmple' 1 q ,ct1" cte1M,'O than retainage stipulated in the Contract Documents, and if bonds have been Itta~cb"~, n 6hLg surety to payment of the balance due for that portion of the Work fully completed ti ~r "..X I, 41b ~ v an tla~cepll'58n~mlt0ty the Contractor to the Architect prior to certification of such payment. Such d conditions governing final payment, except that it shall not constitute a emts an rn 1~ yajarlertt~sAin Imp 1 wm" verr oa , JAZZ 911Dr4.~L~m Mtal pa- ent shall not constitute a waiver of Claims by the Owner including those arising i v W x, 1 hats Gfir s~tsSr-S cUrity interests or encumbrances arising out of the Contract and unsettled; An" f liI _ Work to comply with the requirements of the Contract Documents; or s.QqI itw 3 term'special warranties required by the Contract Documents. H,"sz m'91D'S `'CC t aYment.b _the Contractor, a Subcontractor or material supplier shall constitute a 'x x na(sIt Y ' Wa er of c1 ms f payee e cxept.t'. se previously made in writing and identified by that payee as unsettled at " ttoeSnal A pication fordaytenl". rA R L~E0 C710N~QF PERSONS AND PROPERTY r al-v az r' ,.yr,"'Re , §~ip,it A ETY REO ,UTIONS>~1'~I<5lOGRAMS } ( e fi'1 ky I h of h C or yshall be r splpt blae o 4equire subcontractors to do the same, for initiating, maintaining and "z~ Ks ` asp eriastngy al§afet} p ecauzton8"an programs in connection with the performance of the Contract This rYxl~ilrrartent apphestinuouslytwenTy-four (24) hours a day and is in no way limited to business or working arty ~ p ~1 )IpI~rI'$4 ~S ph~f v ~ SAFETY OF pt S~ „DIPROPERTY of and shall provide reasonable protection to M § 1 2.1ee Contractor all hake reasonable precautions for safety 1 svT x a .F, . k,q1 a r,~+r tir j al prevent dam~~ge~Iuty or loss to 3 - i IY t1 1,;''r' emiyees on site performing the Work and other persons who may be affected thereby; z b .2eorxand materials and equipment to be incorporated therein, whether in storage on or off the c,.. site, under care, custody or control of the Contractor or the Contractor's Subcontractors or u a r 4u h, subcontractors; and r " +y r x 3p Ater property at the site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, y'w. ,"yg sl< t"~,- roadways, structures and utilities not designated for removal, relocation or replacement in the course onstruction. § 10 2 2 The Contractor shall comply with and give notices required by applicable laws, statutes, ordinances, regulations, codes, rules and regulations, and lawful orders of public authorities bearing on safety of persons or property or their protection from damage, injury or loss. AIA Document A201^ - 2007. Copyright C 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This Al a Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 29 Init reproduction or distribution of this AIA° Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the f maximum extent possible under the law. This document was produced by AIA software at D9:57:35 on 11102/20D9 under Order No. 86753126381 which expires Not 09/09201D, and is not for resale. User Notes: d Vol. /-2 ry Pt7Q. (1481069932) User (f~ § 10 2 3 The Contractor shall erect and maintain, as required by existing conditions and performance of the Contract, 11 reasonable safeguards for safety and protection, including but not limited to posting danger signs and other warnings 6x £ t,4Kx," F agazards, promulgating safety regulations and notifying owners and users of adjacent sites and utilities. ~t= i+ iy:§_10aZ :VtVtten use or storage of explosives or other hazardous materials or equipment or unusual methods are ca = 1 ~.,nessacy for execution of the Work, the Contractor shall give Owner reasonable advance notice, exercise utmost z W^s tr+~ r ?garp~0 as to not endanger lice or property and carry on such activities under supervision of properly qualified aS earn € verl6imel. IL~~ ~aht~'°4p .d lym4 §g1b.2.5 The ontractorfMall promptly remedy damage and loss (other than damage or loss insured under property t ~Sru•~Yu.~ ' F,r`1 is trance required bytiltett ontract Documents) to property referred to in Sections 10.2.1.2 and 10.2.1.3 caused in r~Wh le or in p~ by the ~;~ontractor, a Subcontractor, a Sub-subcontractor, Supplier, or anyone directly or indirectly employed%" i;' a oflh,&fi, r by anyone for whose acts they may be liable and for which the Contractor is f'o `p er ob h er ~`tr 1032.1.2 and 10.2.1.3, except damage or loss attributable to acts or omissions of the f a „F 01 1 + n, ptjohyoniidirectly or indirectly employed by either of them, or by anyone for whose acts either ~odhemx ay_ be Iab]e,andmotattributable to the fault or negligence of the Contractor. The foregoing obligations of ..i.. n m =vr r 8-.A C&nffkdDr arel add't'd t the Contractor's obligations under Section 3.18. 4 } l § 10 21YTIre CConr&act rtsh~ell designate a responsible member of the Contractor's organization at the site whose duty ++"y{f stl`~a ii" lie joi., en n ~faceideents. This person shall be the Contractor's superintendent unless otherwise lest tedte (boot sector rtmg to the Owner and Architect. However, the Owner reserves the right to G q k ne is a;}r"Eplacett etti bar substttu e of such person at any time thereafter in accordance with the Contract Documents i, v is r 11,aneS _ipersdn is1hsa isfetor'1r unacceptable to the Owner. Such person shall be replaced or substituted Within fa a 3'tw~entyTo(2)Hb"13rs appr"ae„W-quest by the Owner, after consultation with the Architect. t 3i~~ i' as ti ,r R r'§:10 2~~A1e C~on~ra ort s'ha" 11 n6h.pertnit any part of the construction or site to be loaded so as to cause damage or rreaz~anrafekepn.}tto4oprsons orproperty. r P §3 D'? 1IJURY ORT)AAG€ 0 PERSON OR PROPERTY ~,y ,~~y3 ~f~ etfhearfy~suffe s I`Gry or damage to person or property because of an act or omission of the other party, or of iy ei` ose ctssuch party is legally responsible, written notice of such injury or damage, whether or not : ~t i n € re vur : ,r;1sYt-sflall gtvfo the=2other party, thin a reasonable time not exceeding 21 days after discovery. The notice shoal) prove s iTpiEnttdt;~ 1 to eh le e other party to investigate the matter. ? 103 RDOU&MATERIALS c} ~ o o 1 ~ §=7Dr'3 ] T' ;ntrabto`r is Psponsible for compliance with any requirements included in the Contract Documents y I +Y m~ 4s~' arh~azartlfi'its matenalsiPIfa, ntractor encounters a hazardous material or substance not addressed in the Tt. .M,.. yConha cf }Doduman[s and iflreasonle~pj•etxutions will be inadequate to prevent foreseeable bodily injury or death w d er R r1 M 9 ~•y r 4' fro ersons tmgom a mgfena?QOr substance, including but not limited to asbestos or polychlorinated biphenyl y ~ ) encountered onate site by t}ta Contractor, the Contractor shall, upon recognizing the condition, immediately t,~lsl(I ork in. a affected,- esarea and report the condition to the Owner and Architect in writing. §03 2 Upon receipffthe¢ntlactor's written notice, the Owner shall obtain the services of a licensed laboratory kr facility to Err _ Ml epresence or absence of the material or substance reported by the Contractor and, in the event w `g u ` tsbch materialror substance is found to be present, to cause it to be rendered harmless. Unless otherwise required by kc. - Cur lie C)ntract'DocumealS, the Owner shall famish in writing to the Contractor and Architect the names and .,cta qualifications oufBe on[ss or entities who are to perform tests verifying the presence or absence of such material or substance or who are to perform the task of removal or safe containment of such material or substance. The ~ a i t,~y XComractor and,the Architect shall promptly reply to the Owner in writing stating whether or not either has F '62 . +reasonble'~63ection to the persons or entities proposed by the Owner. If either the Contractor or Architect has an *4 }1' t ,objection toe person or entity proposed by the Owner, the Owner shall propose another to whom the Contractor and r i flie Aid ufect hob no reasonable objection. When the material or substance has been rendered harmless, Work in the k~..;. H,.'_ ' aff_t area shall resume upon written agreement of the Owner and Contractor. By Change Order, the Contract Time shall be extended appropriately and the Contract Sum shall be increased in the amount of the Contractor's reasonable additional costs of shut-down, delay and start-up. AIA Document A201-- 2007. Copyright O 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American lniL Institute of Architects. All rights reserved. WARNING: This Ale Document is protected by U.S. Copyright Law and Intemational Treaties. Unauthorized 3D r reproduction or distribution of this AIA° Document or any portion of 14 may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This documentwas produced by ALA software at 09:57:35 on 1110212009)md Order N~o.8675312638_1 which e~res to 09/09/2010, and is not for resale. / (1481069932) User Notes: Vol. pj• ~r § 10.3.3 To the fullest extent permitted by law, the Owner shall indemnify and hold harmless the Contractor, Subcontractors, Architect, Architect's consultants and agents and employees of any of them from and against k''S--i+ ,+x clsaznages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting om ante of the Work in the affected area if in fact the material or substance presents the risk of bodily injury or ;__-.Ndeali as~described in Section 10.3.1 and has not been rendered hamdess, provided that such claim, damage, loss or se is attributable to bodily injury, sickness, an the Work itself), except to the extent that such damage, loss or injury is d eu to the fault orb ~ negligence 6~ ~`iae,~=~3' 1 z .o illfe party seeking indemnity. MRAM s § A.3.4 Thal Owner sti l of be responsible undo this Section 10.3 for materials or substances the Contractor brings 1~t6-the site e ~s such a e~rials or substances are required by the Contract Documents. The Owner shall be ~'~qa rsjfonslbl drmatolas~ substances required by the Contract Documents, except to the extent of the Contractor's s. 1 : ..fa`11t or negl:1kenceIn th jse and handling of such materials or substance k 1 ^w r Nli §0 3 5~37tekOon~~ct,~or„lsjiall indemnify the Owner for the cost and expense the Owner incurs (1) for remedia[ion of r is militer~lali~`torYMb~s'tailcte t lc Ontractor brings to the site and negligently handles, or (2) where the Contractor fails to bligdUbns Section 10.3.1, except to the extent that the cost and expense are due to the Owner's KI 7~ ° 7 ~i" ° k .`1'd~1~Ti0I nC~llgftlCC "v ,(ra L.3~ §r~0 thout neghgen on the part of the Contractor, the Contractor is held liable by a government agency for gw r . o remedlafl dons material or substance solely by reason of performing Work as required by the x r ' n ~ e ~ ~~cifrpactd~ocirmen~t^ , the'lshall indemnify the Contractor for all cost and expense thereby insured. S ti it, §F A4EMERGE(VCIES T "a, t ns lu a ,.t~nergettc~yl affe in 'itaf ity of persons or property, the Contractor shall act, at the Contractor's discretion, to t-P'"y ^ pre 'i[ireataled [~am'_'age'~in, j4ry or loss. Additional compensation or extension of time claimed by the Contractor M-$~ n~la x5ld~tb~'a(54em er g ~~all be determined as provided in Article IS and Article 7. 2,4 N ART1+L 11INSURACftY1ND BONDS lj d ! n, fpi CD RACTO Y I BILITY INSURANCE l 111 r suant to a (ouiify's Bid Specifications, if any, and this agreement, the Contractor shall purchase from it in of companiq awfully authorized to do business in the jurisdiction in which the Project S y4 f ;k` anm gym` a c pnan low vT d. 'L~e-~ A,e~~{ ~ ry~~acatedsuc t~u~i§,wa~ ~ as wlll.p~roy~tec1~e Contractor and Owner from claims set forth below which may arise out vi tr e .o`f or reds ltfr m~Jhe bntractok. propejratlons and completed operations under the Contract and for which the 1> s+r; Contra to>ymay' W1'dgally habrie ` Cher such operations be by the Contractor or by a Subcontractor or by anyone E - ~~~?.r ~ ~yduuN ly~ortiindu ~~l~pl~~~~¢d by any of them, or by anyone for whose acts any of them may be liable: e v I azear slim ble odli WP mo be tion, disability benefit and other similar employee benefit acts that t performed; a tl yevi•' r T~r'P CI%""'"Yt' - t PrP- i v"*asaP d~amage~s"because of bodily injury, occupational sickness or disease, or death of the Contractor s employees; 3 C1aurCO•d ages because of bodily injury, u sickness or disease, or death of an arson other than Mt4 Y 1 4, Y P sthe'Contr~eZO'employees; v Y 4 Claim fot,l+ ages insured by usual personal injury liability coverage; trz \rv~ t 5 "C suns fo°r damages, other than to the Work itself, because of injury to or destruction of tangible 4 u r ptAgerty, including loss of use resulting therefrom; Galms~for damages because of bodily injury, death of a person or property damage arising out of ` ~ ~-ownershlp, maintenance or use of a motor vehicle; yr> 7 Claims for bodily injury or property damage aris ng out of completed operations; and y vV n 4 8k Claims involy ng contractual liability nsurance applicable to the Contractor's obligations under i z Section 3.18. 3 s r", h =°3' -1 fie` I §`1112The m~ucance required by Section 11. shall be written for not less than limits of liability specified in the e... ?r,_ ~Cgntract.bocliuients or required by law, whichever coverage is greater. Coverages, whether written on an occurrence or claims-made basis, shall be maintained without interruption from the date of commencement of the Wok until the date of final payment and termination of any coverage required to be maintained after final payment, and, with respect to the Contractor's completed operations coverage, until the expiration of the period for correction Init. AIA Document A201T - 2007. Copyright m 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This A10 ° Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 31 reproduction or distribution of this AIAe Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA softwa at 09:57:35 Torn 1110212009 u er er No.8675312638_1 which expires on 09/09!2010, and is not for resale. Vol. Pg. (1481069932) User Notes: of Work or for such other period for maintenance of completed operations overage as specified in the Contract Documents. W, M '0 1 G ficates of insurance acceptable to the Owner shall be filed with the Owner prior to commencement of +`d"'wa«'.,~71' MW and thereafter upon renewal or replacement of each required policy of insurance. These certificates and the insurance policies required by this Section 11.1 shall contain a provision that overages afforded under the policies st~,w+.3be canceled or allowed to expire until at least 30 days' prim written notice has been given to the Owner. An wH'ic ,t~"N"O,..rttonal certificate evidencing continuation of liability overage, including coverage for completed operations, yr all be submitted wi the final Application for Payment as required by Section 9.10.2 and thereafter upon renewal ,Ng 17 KIM or splacement of such'perage Until the expiration of the time required by Section 11.1.2. Information concerning t ` , r ~ suction of lm ar fiRa% unt of revised limits or claims paid under the General Aggregate, or both, shall be u Y;~? ished b ,fh Conlra ' with reasonable promptness. 1 4 'C6otrgct uments to include orr~y all, use the commercial liability coverage required by the Contract Doc 1 1 Cli rg ~ a on xa x i a yg 1 Co trae negli n acts or homissions during the Contractor's operations; land (2) caused in the Owner as an ditio all inn' `Ir s ca sed in whole or in part by the Contractor's negligent acts or omissions during the Rfiac tbrp,Ty's ,fir r,grf 'X`. ~t ~ ~mP O S CpOmp5eted ` eatl~RS. to ~ T.fjp i~ {qy~.x+trF~ ~`+}p i' kyi a §11C"lIAB('L TNaI SURANCE 'k Tlte,Owne e ) yes ` H for purchasing and maintaining the Owner's usual liability insurance. F1'.s„ j's T PROER t 41 t S r i~ a 13 DDj~'te1 ,its entu a i t H 1 'A De~l,~t7n VAJI et ~7. ~a Y § r3 ~e ete itS;"eittiret~y ~ x S Y HIM.-co p i)rlcy or use in accordance with Section 9.9 shall not commence until the insurance company or am~P dm • P+~.pet y insurance have onsented to such partial occupancy or use, by endorsement or .,u• o er a e. eb a fhe Contractor,shall take reasonable steps to obtain consent of the insurance company or rn~ twGOmpanieS~aq~(t 1;:bout m~iten consent take no action with respell to partial occupancy or use that 2 t >"31dp'caitspxancell~a ion lapse~mrr7eddc)ion of insurance. SENT s, § ~ irti,pnil Project construction period, the Owner insures properties, real or personal or both, at or yyy ajarth°e si "`by pro Kin ltr under policies separate from those insuring the Project, or if after final ~ri, to paym rppert~y insurance +stvstpt Trrotinded on the completed Project through a policy or policies other than those * ,pa It tU-. , -q'' { survtg/ tei ject ring the c,,R icrtion period, the Owner shall waive all rights in accordance with the terms of ;ton 1.3for damages caused by fire or other causes of loss covered by this separate property insurance. All its pop es shat tom- a this waiver of subrogation by endorsement or otherwise. k ' § 11 S;4 Waivers of''og o`o The Owner and Contractor waive all rights against each other and any of their i'onsltant5'sa"na sepaate'"bon actors described in Section 6.1, if any, Contractors, Subcontractors, agents and c ,t 9 employees 'moo{i% a other, and any of thew contractors, subcontractors, agents and employees, for damages 4 , t , a caused bysfir&ro o(hhe~ causes of loss to the extent covered by property insurance obtained pursuant to this Section "fi1:2 or other property: msrance applicable to the Work, except such rights as they have to proceeds of such ~•w insurance held by the Owner as fiduciary. The Owner or Contractor, as appropriate, shall require of the separate a` oontrpctorsd~scribed in Section 6.1, if any, and the Contractors, Subcontractors, agents and employees of any of ,therm by 8~ppyopr➢ate agreements, written where legally required for validity, similar waivers each in favor of other pes enuineated herein. The policies shall provide such waivers of subrogation by endorsement or otherwise. A 4 r waiver ourbrogation shall be effective as to a person or entity even though that person or entity would otherwise -.6 ivq a dyty'bf jndemnifiration, contractual or otherwise, even though the person or entity did not pay the insurance premium directly or indirectly, and whether or not the person or entity had an insurable interest in the property damaged. Init. AIA Document A201 - 2007. Copyright m 1911, 1915, 1918, 1025, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 32 reproduction or distribution of this AIA° Document or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced bb ALA sohw 7:35 on 1110212009 under C;rdepo.8675312638 1 which /Iq"L exires on 09109/2010, and is not for resale. Vol. X-47 pg.. User Notes: 481069932) § 11.3.2 BOILER AND MACHINERY INSURANCE The Owner shall purchase and maintain boiler and machinery insurance required by the Contract Documents or by t 'q@ Bich shall specifically cover such insured objects during installation and until final acceptance by the Owner; M *4 g~rx 1his.mguance shall include interests of the Owner, Contractor, Subcontractors and Sub-subcontractors in the Work, k=".rt:.sNMMMVwner and Contractor shall be named insureds. e ix y xk§ 1111.1 sLOSS OF USE INSURANCE I r'~.V' 0, ,~'Lhe ~ Owner, at the Owner's option, may purchase and maintain such insurance as will insure the Owner against loss EZ'S21 i, w # ofuse of the Owners property due to fire or other hazards, however caused. lye' y a3 rig ~11 3.4 If th ntrauests in writing that insurance for risks other than those described herein or other y cial ca e0f los§,Uluded in the property insurance policy, the Owner shall, if possible, include such i„ ,y~` ' rancetq a cosl•fjle~eof shall be charged to the Contractor by appropriate Change Order. tK§k"~ s( 3 S I urui the Pro ec[ construction period the Owner insures properties, real or personal or both, at or adjacent r g iu y yc ,th e Sh Eby p o1 sur'n under policies separate from those insuring the Project, or if after final payment inn *3 F it "Ir~cF,# Gce ts~ pay ded on th e completed Project through a policy or policies other than those' Suring }y; to ojegfyrliw It ~E c6n- on period, the Owner shall waive all rights in accordance with the terms of Section 24 X11 3 ~kforldaml ca1tSed byre or other causes of loss covered by this separate property insurance. All separate 'rr, pOhct sh o dg,; gwatver of subrogation by endorsement or otherwise. a~° _ § ~.2§'19 3~,6 Be e,'anNWKp,he.to,loss may occur, the Owner shall file with the Contractor a copy of each policy that e zEn . x1 ^ tides,mstSrapee overag~equired by this Section 11.3. Each policy shall contain all generally applicable c'dtnmise dns ffius ons and endorsements related to this Project. Each policy shall contain a provision ~ t of oli l~ no Le led or allowed to expire, and that its limits will not be reduced, until at least 30 days' ik1 ~n oen to the Contractor. 1 en yr s A 1 r § 1 3, aYy 1VER OF SU$,ROGATION i Lai~vnerandLdaive all rights against (1) each other and any of their subcontractors, sub a w5 b~# d employees, each of the other, and (2) the Architect, Architect's consultants, separate actors an to n ntraL'foiS desert ut 5le 6 if any, and any of their subcontractors, sub-subcontractors, agents and employees, pauses of loss to the extent covered by property insurance obtained pursuant to r, iT~z£l es.ca ed '1re~br other, d 'pit s t v .f 9i '0 -E -ryrr,,t. > f(uSectton~l~or vtie thr~propeiit,u anrce applicable to the Work, except such rights as they have to proceeds of t°1 r . C'h mrsttrance e Owner s uciary. The Owner or Contractor, as appropriate, shall require of the ' rti 'tlrchttect ; ¢ cdnsulta iss eparate contractors described in Article 6, if any, and the subcontractors, sub- ~ '3+ , sul bntractpurs ages„u, tk ulpmployees of any of them, by appropriate agreements, written where legally required for ,`z><, , K vahdt ' stmdaz.waivers each m` aV f-,of other parties enumerated herein. The policies shall provide such waivers of r'`gaiZi by:gndorsemen't'coj,~ rse A waiver of subrogation shall be effective as to a person or entity even 5 s F A S wxr , wise have a duty of indemnification, contractual or otherwise, did not pay 8ol2 r s~. n tovgltl l Person oppritityVou, theit?tsurance premium directly or indirectly, and whether or not the person or entity had an insurable interest in the 7 P pPFY damaged IM; § te{ 318 A loss insure i5gcler th~p Owner's property insurance shall be adjusted by the Owner as fiduciary and made Jgaya`ble to:,tt 0rvner as fiduciary for the insureds, as their interests may appear, subject to requirements of any appbcab(emtarkgagee;lause and of Section 11.3.10. The Contractor shall pay Subcontractors their just shazes of 'insurance proceeds received by the Contractor, and by appropriate agreements, written where legally required for vah3ity, shall ire.Ubcontractors to make payments to their Sub-subcontractors in similar manner. E ~ § 11 3 9 Delete tn{its enfuety § 11 310+T~ie Owner as fiduciary shall have power to adjust and settle a loss with insurers unless one of the parties in tntetestsitall'obect in writing within five days after occurrence of loss to the Owner's exercise of this power; if such =oblecf otit t5made`, the dispute shall be resolved in the manner selected by the Owner and Contractor as the method of binding dispute resolution in the Agreement If the Owner and Contrnctor have selected arbitration as the method of binding dispute resolution, the Owner as fiduciary shall make settlement with insurers or, in the case of a dispute over distribution of nsurance proceeds, m accordance with the directions of the arbitrators. AIA Document A201-- 2D07. Copyright m 1911, 1915, 1918, 1925, 1937, 1951, 1956, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American [nit Institute of Architects. All rights reserved. WARNING: This AIAs Document Is protected by U.S. Copyright Law and International Trestles. Unauthorized 33 reproduction or distribution of this AIA° Document, or any portion of 14 may result in severe civil and criminal penalties, and will be prosecuted to the a a This dominant was produced by AIA software at 09:57:355 an 1 V02t2009 ntl r Order No.8675312638_1 which aximuni son extent possible is n under the law. ~'7 User Notes: Vol. A2 ? rp• (1461069932) §,11.4 PERFORMANCE BOND AND PAYMENT BOND 11 41 The Owner shall have the right to require the Contractor to furnish bonds covering faithful performance of 'V 10G c le on~ract and payment of obligations arising thereunder as stipulated in bidding requirements or specifically Ifni 'C Yrl' 14T[ Y f 14~ el 6d" the Contract Documents on the date of execution of the Contract. O;I14 ``w ~ ofob~ shoes ar ismu o to shall be potential beneficiary the bonds or shaljayment a titr, in ig g under the Contract., the Contra promptly pY of MR 1 s,i..y- .K Feau onze a copy to be furnished. t~< iNsad € a sRTICLE 121NCOVER G AND CORRECTION OF WORK r.w mat, F x ; ¢ 1 §1121 UNCOVI2ING OhW RK f,~ ; .rR M'02.1.1 If aopon o@Work is covered contrary to the Architect's, the Owner's or a governmental or public ' ~,~aulhonty et~ue,, or4o r utrements specifically expressed in the Contrail Documents, it must if requested in a , r Mrviahng b the cWt a Owner's or a governmental or public authority be uncovered for the Architect's va ` art& 4 r~~.,~iy YweFxamma on an`d reptac e ~tothe Contractor's sole cost and expense without change in the Contract Time. 3f I ihcrgors~c has been covered that the Architect the Owner's or a governmental or public ,f x -,§1421+2.& rr t ' ndpt+ x auth1(y° has nD kpecifica requested to examine prior to its being covered the Architect the Owner's or a rth),•,go~errun i1a,,or 0ublEa~uthgr ty may request to see such Work and it shall be recovered by the Contractor. If such (u a°~kr danGe'artd~$ :compliance with the Contract Documents, costs of uncovering and replacement shall, 'hank ~ liyapj~r~pm_. ange d er r at the Owner's expense. If such Work is not in accordance and/or compliance with [ the ontra ocurpe `sRucl costs and the cost of correction shall be at the Contractor's sole cost and expense 4 4 to a utiless econdi t as ca -0 y the Owner or a separate contractor in which event the Owner shall be responsible trf( --_Tho~ paymetff.rko„f~s c(t w~ J , 1. t 4n II~ 12~ORRE~01 , WORK 12BFyF RE!RAFTER 18 TANTIAL COMPLETION + Th65~Aj rl gor hall ra orrect, repair or replace Work rejected by the Architect the Owner, or other x~r 1 s E I P gove een ofXu$1> au onty with power to demand or request such correction, repair, or replacement or Work _P g zco nfg to~lte equirements of the Contract Documents, whether discovered before or after Substantial 'L~m ei n „ d therrornbt fabricated installed or completed. Costs of correcting such rejected Work, including ( , wv'i^"'a."fi i~€ PfpaaiW °slrte . `gj ions, the ost,of uncovering and replacement, repair or correction of non-conforming ;rv r..~.~e-g k g orK and compensason, or the c}irteet's services and expenses made necessary thereby, shall be at the 2, xa r . ass 4k r -ra'Etor gs I e cost or expen e'VIR - S C! 212-2 .2 AFTE,I~S,~UBS~'pNT1l,1~ COMPLETION f F jy§'~.1$ 21IxIp a8dlro to the G o~ c qY obligations under Section 3.5, if, within one year after the date of uGstanh~lLULUPIetion oflthetWvrk br designated portion thereof or after the date for commencement of warranties c , Ix e, blts~hed der Se on 919-, 8•terms of an applicable special warranty required by the Contract Documents, bf the Work rs fo irid to be efective ognot in accordance and/or compliance with the requirements of the rout Documents ,00-tractor shall correct it promptly after receipt of written notice from the Owner to do so but not lateiet th(1)'t'i`"~Rhereof, unless circumstances prevent the Contractor from doing so, unless the ' er has previous ye vei'hh~e'.C+ntrtractor a written specific acceptance of such condition. The Owner shall give Js ti ,,promptly a s U1 ery of the condition. During the one-year period for correction of Work, if the I);, o Owner farlstoiottfythe Contractor and give the Contractor an opportunity to make the correction, the Owner waives thesrghts fo require correction by the Contractor and to make a claim for breach of warranty. If the Gontractor 1'ai fo c3rrect nonconforming Work within a reasonable time during that period after receipt of notice r from the Owner or Architect, the Owner may correct it in accordance with Section 2.4. ,SA222The_`',orie-year period for correction of Work shall be extended with respect to portions of Work first rkperfotrneafteia$ubstantial Completion by the period of time between Substantial Completion and the actual x ccmpletlon df that portion of the Work. § 12.2.2.3 delete in its entirety and replace with: The Contractor has a duty to correct, repair, or replace any non-conforming Work of which it received proper notice thereof in accordance with this Section 12.2. Notwithstanding the foregoing, it is at the Contractor's discretion to correct, repair, or replace any non-conforming Work of which it receives notice thereof after the one (1) year period AIA Document A201-- 2007. Copyright m 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American ]nit Institute of Arohhects. All rights reserved. WARNING: This AIAs Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 34 reproduction or distribution of this AIA° Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the rW is not for resale This document was produced by AIA oftware at 09:57:35 on 1110212009 der Order No. 8675312636 1 which vV f expires maximum on 0910912010, extent possible User Notes: Vol. Pg•-44- (1481069932) has elapsed. If the Contractor elects to decline to correct, repair, or replace any non-conforming Work of which it receives notice thereof after the one (1) year period has elapsed, the Owner shall have the right to correct, repair, or l« ,`t4ieplace such non-conforming Work and pursue any and all of its legal and/or equitable rights and remedies at law =1 such nn- uity to recover the costs and expenses incurred by the Owner to correct, repair, or replace ras:r+'a <woDnformmg Work. '2i 3The Contractor shall remove from the site portions of the Work that are not in accordance or compliance i,§r s~ r u ~wi lithe requirements of the Contract Documents and are neither corrected by the Contractor nor accepted by the F ~rcOwner. §.12.2.4 The C.ontraddridll bear the cost of correcting destroyed or damaged construction, whether completed or R~,~~ ly co~ted„~.~th60wrier or separate contractors caused by the Contractor's correction or removal of Work ! at is notan 3 rd~ c wt compliance with the requirements of the Contract Documents. ' a>~ a~i~~12 2 S 11pm contam,e d ~ i}tis Section 112 shall be construed to establish a period of limitation with respect to r o1 oblhpns a Gontrac has under the Contract Documents. Establishment of the one-year period for dare , zd. ~rcorr-e5c.t~or~ s~trlesd in Section 12.2.2 relates only to the specific obligation of the Contractor to correct ~t]ieY~ orl aildasnb relUppl ip to the time within which the obligation to comply with the Contract Documents i l %ia 'be s6pghtnto't a for nor to the time within which proceedings may be commenced to establish the y Go paf~I ~dlabilit vyt[h r} pect to the Contractor's obligations other than specifically to correct the Work. a'ei. e5 yy f!`h yN k~,n.~~'7 1 T yfl' N FORMING WORK +pr*esxto act Rork that is not in accordance with the requirements of the Contract Documents, the ~'Omer md1 o nstea"d~f r -MQ uiring its removal and correction, in which case the Contract Sum will be reduced as rt'l,~I`appr Hate ,egmtabl`e'~S(adh adjustment shall be effected whether or not final payment has been made. j 5 ISCE E,711 `PROVISIONS u w§ F'i'1+GOR$LAW1 at, if the parties have ~ s, - ~ti4a a1("b~e KgY ed by the law of the place where the Project is located except th era ? a - ~L~*selectedt~aJr~itra~3n, ~be method of binding dispute resolution, the Federal Arbitration Ad shall govern Section Vah< 1 A ``F §M3~2 SUCCESSO~S> WASSIGNS FS.a r' ° ~c~1h13' ively bind legal Contract Documents. tExc pa as provided A ~r§ep3eserikati,xv~e° g~ vi""ti',9nts a e "tnen'ts and obligations contained in the partners, ..';';''"'tin`"`S'ectipn3t7ther party to the Contract shall assign the Contract as a whole without written consent of the oth -,.I bither party att1211 4 ;such an assignment without such consent, that party shall nevertheless remain sible for all~o'`~1]la'~bna:W~der the Contract. 7.ay°. .rt ^U,n. r~t~r~ ~kE' 4 ~~..+>cr „s`r 13'2.2 Delete m its entirety j at} § 13 3 WRITTEN NODE notice shall bg lice ried fb%ave been duly served if delivered in person to the individual, to a specifically 'sy ~wntten dest t, Md mem ti'f the firm or entity, or to an officer of the corporation for which it was intended; or if liverer) emn registered or certified mail or by courier service providing proof of delivery to, the last e fi C "lusmess addiyessJmowi~to the party giving notice. r § 13 4 RIGHTS AND REMEDIES € § 13 41 DutAeg ailud obligations mposed by the Contract Documents and rights and remedies available thereunder #y sal be difirni to and not a limitation of duties, obligations, rights and remedies otherwise imposed or available r4 r~r J, 'Y,wx ~byel8wta A1R c I' n~, ~3~42"~lo'adion or failure to act by the Owner, Architect or Contractor shall constitute a waiver of a right or duty - afforded them under the Contract, nor shall such action or failure to ad constitute approval of or acquiescence in a breach there under, except as may be specifically agreed in writing. Inlt AIA Document A201"- 2007. Copyright m 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIAe Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 35 reproduction or distribution of this AIAe Document or any potion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This documentwas mdu by AlA sonware at 095735 11/D212009 under Order No. 86753126381 which expires on 09/092010, and Is not for resale. VOL. r~• (1481069932) User Notes: § 13.5 TESTS AND INSPECTIONS § 13.5.1 Tests, inspections and approvals of portions of the Work shall be made as required by the Contract 3 ,6,a„'.^i.aks an d by applicable laws, statutes, ordinances, wiles, rules and regulations or law&1 orders of public ffioripia. val wlthUnless otherwise provided, the Contractor shall make arrangements for such tests, inspections and s appro an independent testing 1 laboratory oentity acceptabe Owner, or with theappropriate public authority, and shall bear all related costs of tests, inspections and approvals. The Contractor shall give the Architect ,r~ttxnelylnotice of when and where tests and inspections are to be made so that the Architect may be present for such t5B a.'6% Wi1:'pMdures. The Owner shall bear costs of (1) tests, inspections or approvals that do not become requirements until aft er bids are receiv ed o . negotiations concluded, and (2) tests, inspections or approvals where building codes or Fes„ r,.x a plicable laps or regions prohibit the Owner from delegating their cost to the Contractor. V* ilk, rXtIrk E y -r § 15 2 If e'rArctutectxwner or public authorities having jurisdiction determine that portions of the Work require NEI 0""l dditional es m ~t ~trtg ~Spe~fton or approval not included under Section 13.5.1, the Architect will, upon written a , ll feu oriza op&om }he` erg, instruct the Contractor to make arrangements for such additional testing, inspection &or prove `by at1 tt}y acceptable to the Owner, and the Contractor shall give timely notice to the Architect of 4 AM & wh n and W to t s and spections are to be made so that the Architect may be present for such procedures. Such cysts ~ xce iras ri~videdr'm~5ectton 13.5.3, shall be at the Owner's expense. I'~' r ~R;j:~`3t3fsuprocedur fors#esting, inspection or approval under Sections 13.5.1 and 13.5.2 reveal failure of the c pprttpns Df ekmply with requirements established by the Contract Documents all costs made necessary ch fa'10"mcl¢d eth>Sse*f repeated procedures and compensation for the Architect's services and expenses ¢yyr sY j_ a~llz 1 a Con s e nse. ( x§73 5 4 R ' uirtd art if esting, inspection or approval shall, unless otherwise required by the Contract t r Df'oc1i`mehis,., cured Contractor and promptly delivered to the Architect. {,y i 1 Y ~1,(+„! w} . ^et~'~.,' hllk~'4 ' ~+'1 18, 5 5 Ahrc t 1s¢~o erve tests, inspections or approvals required by the Contract Documents, the n ill 110rso P J, where practicable, at the normal place of testing. rEy,rdi + ,r'§65`6Astsutspecttvns conducted pursuant to the Contract Documents shall be made promptly to avoid r un easonable delathq rk i.' ~qt," et IME Lt IMl to Q $~~AI(YIS rz a,.E an d:~Gon ctort7nt„ence all claims and causes of action, whether in contrail, tort, breach of R Al ~ , l wart ty~ox 'see,, ag fig of i,er;arising out of or related to the Contract in accordance with the requirements 12110 €o£the rnal tspule reloluttoq meEh'tdaselec[ed in the Agreement within the time period specified by applicable law, ~ itt«rt: any case not more than 10 years after the date of Substantial Completion of the Work a + ARTICLE 14b3TfRMlT~£SUSPENSION OF THE CONTRACT §14 fTERMINATION'BYsTHETRACTOR yA § 14`1 1IC6ntrac[o m2y terminate the Contract if the Work is stopped for a period of 30 consecutive days Y > I ;through fro.act'or fault of the Contractor or a Subcontractor, Sub-subcontractor or their agents or employees or any w r r A ot}ier persons'11, or ~ifiLes performing portions of the Work under direct or indirect contract with th e Contractor, for °'any'of the followingreasons: .1 Issuance of an order of a court or other public authority having jurisdiction that requires all Work to ~bestopped- act of government, such as a declaration of national emergency that requires all Work to be .r~ Xstopped; Because the Architect has not issued a Certificate for Payment and has not notified the Contractor of wT the reason for withholding certification as provided in Section 9.4.1, or because the Owner has not made payment on a Certificate for Payment within the time stated in the Contract Documents; or .4 The Owner has failed to furnish to the Contractor promptly, upon the Contractor's request, reasonable evidence as required by Section 2.2.1. AIA Document A201 n" - 2007. Copyright O 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American 10 K. Institute of Architects. All rights reserved. WARNING: This AIAe Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 36 reproduction or distribution of this else Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible antler the law. This }1gcOulnent was produced by AIA softwap%at 095735 on 11/022009 under Order No.8675312638_1 which wires te09/092010, and Is nm for resale. l rg User Notes: 0 ~ (1481069932) § 14.1.2 The Contractor may terminate the Contract i~ through no act or fault of the Contractor or a Subcontractor, Sub-subcontractor or their agents or employees or any other persons or entities performing portions of the Work indirect Wor or int repe Contractor, ith con Bar b e Owner as described in~Secti nt14.3 constitute in the aggregate more than 100 percenPof the oral number of k sCWuled for completion, or 120 days in any 365-day period, whichever is less. ety and replace with: '5,%J1 Delete in its entir W,.'a,,;.#fftsone of the reasons described in Section 14.1.1 or 14.1.2 exists, the Contractor may, upon seven (7) days' prior s q+ p tten notice to the O~yner and the Architect, terminate the Contract and recover from the Owner payment for Work ` uted and`*r prov24bss with respect to materials, equipment, tools, and construction equipment and machinery, s w.. -001 0 Ewa, ,ti 7aat1 1 any oth 's thd aer may deem reasonable and equitable under the circumstances, which shall be limited to r j }r at porUOnjo e ~V eady completed. The Contractor shall submit to the Owner for review a detailed pay L uest µ~th'sg cie nt documentation reflecting work performed, goods and/or services provided, and any and all or~d~ttnages susfau~ed. The Owner will review the pay request to determine if such costs are reasonable. If Wj #lre Owpse 1aenepts4and 5 to pay, in whole or in part, the costs provided therein, the Owner will make payment , W., AIM V-2 N, re n~tiae oc irl acc ce with the Contract Documents, subject to approval by the Commissioners Court. If k{+v u"'1' ,5 XF: ` ~ the pd r~ue_sIt rs n IYaesolved-.fo the satisfaction of the Contractor, then the Contractor may submit a Claim pursuant a ~ ret`''' ~ a o AzCtc e~~ i~~S;t r zx"'~ U`3 w I Mt ~,s All + s a +e,'~,+ ,§'pp1,~d 1, fif e~ orlvs, stopped48r a period of 60 consecutive days through no act or fault of the Contractor or a ~ ~+c$t4;.r~ `^~c 'Suhcon or eu eatso[=employees or any other persons performing portions of the Work under contract i 3#Y = it33tltvitteontraotr b`cause the-owner has repeatedly failed to fulfill the Owner's obligations under the Contract #f y,` D ui~ raeyspec rs important to the progress of the Work, the Contractor may, upon seven additional 3y , ys w[tI _notit o th O„wner and the Architect, terminate the Contract and recover from the Owner as provided t`,~ ",Y { e~ A echo/ 4.3 ~*y~^7*'vd i ~IIIN ON BYT1lEbD~IER FOR CAUSE ' §:2~17}Otwerv}_ ate the Contract if the Contractor yefuses or fails to supply enough properly skilled workers or proper materials; for 4,~"` r g tg[ emenl eent}l.e ,Contractor anod the Subcontra ors/ in accordance with the respective -sue" 3"tdp~'}lddisregat'ds," p icable laws, statutes, ordinances, codes, rules and regulations, or lawful r yr o~r'derss of a publi&iMt}i n ;or xllilryat substantial breach of a provision of the Contract Documents. SCS ¢"4~~ ' Y V Y,"d'rts 3tZ f1'( G 'xjiv yam'" c t't¢,1,, j'M §~1~4U2.2j9Vh71hi any of ea V bpe s exist, the Owner, upon certification by the Initial Decision Maker that i fctenZuse exists to ytu~ify s~uoh, Pion, may without prejudice to any other rights or remedies of the Owner and Uie,Gpntractor's surety, if any, seven days' written notice, terminate employment of t- F after giyutg tractor an, y Yh ConVacor and ay, subject to any prior rights of the surety: Exc,Iutle}It"e~ ontractor from the site and take possession of all materials, equipment, tools, and 'it y ¢ constn3ch "311 MIL and machinery thereon owned by the Contractor; 2 Accep`fga, stggtvnit=of subcontracts pursuant to Section 5.4; and f 3 ~'Fttush the Work by whatever reasonable method the Owner may deem expedient. Upon written r tw~r f rec)uestof the Contractor, the Owner shall famish to the Contractor a detailed accounting of the costs zr j mcurredby the Owner in finishing the Work. § 14.2.3 When the Owner terminates the Contract for one of the reasons stated in Section 14.2.1, the Contractor shall c ,...mot belentrtled3oreceive further payment until the Work is finished. d+ 'r r s ~ ' q 14 2.4`Ifthe 1lnpaid balance of the Contrail Sum exceeds costs of finishing the Work, including compensation for theArctirtec s~services and expenses made necessary thereby, and other damages incurred by the owner and not expresslywajyed such excess shall be paid [o the Contractor. If such costs and damages exceed the unpaid balance, the Contractor shall pay the difference to the Owner. The amount to be paid to the Contractor or Owner, as the case may be, shall be certified by the Initial Decision Maker, upon application, and this obligation for payment shall survive termination of the Contract. ]nit AIA Document A201-- 2007. Copyright (lb 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIO Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 37 reproduction or distribution of this AIAe Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the rM Is not for e l a . This document was produced byAl softwaro at 09:57:35 on 11/02/2009 under Order No.8675312638 1 which / mmaximum ires on e0910MOl 0, xtent possible N User Notes: Vol Q'(¢ pg, -2O (1481069932) § 14.3 SUSPENSION BY THE OWNER FOR CONVENIENCE § 14 31 The Owner may, without cause, order the Contractor in writing to suspend, delay or interrupt the Work in K r sevA ~Ywho`leoN4in part for such period of time as the Owner may determine. a 9 3 2Ytte Contract Sum and Contract Time shall be adjusted for increases in the cost and time caused by ot"No a ustment shall be made to the extentSection 14.3.1. Adjustment of the Contract Sum shall include d that performance is, was or would have been so suspended, delayed or interrupted by another cause for which,the Contractor is responsible; or uttable adjustment is made or denied under another provision of the Contract. 1 2 that an d 'that an ~t W F'xg 4 TERMINATIONHE OWNER FOR CONVENIENCE f~ j r § f 4 41 e Owner y$ any time, terminate the Contract for the Owner's convenience and without cause. k4a* ' ~v .4 .2 O„floecpt~bavrttien notice from the Owner of such termination for the Owner's convenience, the o- Contratomslall~ " 0W M W : keels oe a on as directed by the Owner in the notice; n "r , t'~ x 3a J+ ;'2~:+' t e ar n ne, essary, or that the Owner may direct, for the protection and preservation of the Work; viarl'`v,e4n f4';, F f r" s 3 t ex p directed to be performed prior to the effective date of termination stated in the n + ' ti e~e atd all existing subcontracts and purchase orders and enter into no further subcontracts R, t w ` k3 an pV[chase tiers. TT ~.{{feV9Pa f q K+ ,ien sty Wd replace with: Ap- of~spv ition.- or the Owner's convenience, the Contractor shall be entitled to receive payment from c~ tewn11 alpe is as, rovided in Section 14.1.3. Vw% ~ryARTdCL~ C IMSAi SPUTES _1 A F] I xi r to G~la6rfrf is ademdv~n assertion by-one of the parties seeking, as a matter of right, payment of money, or other z~> i,reheT wt +r 0`the,+~crms oW,,C', ntract. The term "Claim" also includes other disputes and matters in r"n`16etwee er and on actor arising out of or relating to the Contract. The responsibility to d£ d 4r `&n st atir, I a rest wit ih'rt party making the Claim. 4 v & Lq'- Claimsist contama It tin -formation listed below. If any of the required information is not available at the f s tmthellhelgtm is submtted ylheogtractor shall provide all information which is available and a statement catt~r~g~we~tathea~mamusg information will be provided: 1 Da'fg.~the event giving rise to the Claim and, if applicable, the date when the event ceased; r r r~ 2 ^r mgtccurrence or condition giving rise to the Claim; ' r 3 Ideq 'tbn Ycontractual provisions affected and a detailed explanation of how the Claim is ~i1 5 contra"t4hose provisions; 4 , frArt estimate of the effect upon the Contract Sum, including an itemized breakdown of additional r 5 y* cosff anY; %,,,-I r •1 .5stimate of the effect upon the Project Schedule, including a comparison of the Project Completion Schedule and schedules prepared in connection with the Claim. If required by the Owner or the Architect this shall include showing, in CPM format, both critical and non-critical path activities affected, and 3 showmg boft t}fe Project Construction Schedule and Claim sequences, durations, and floats substantiating the delay i OF CLAIMS Claims by either the Owner or Contractor must be initiated by written notice to the other party and to the Initial Decision Maker with a copy sent to the Architect, if the Architect is not serving as the Initial Decision Maker. Claims by either party must be initiated within 21 days after occurrence of the event giving rise to such Claim or within 21 days after the claimant first recognizes the condition giving rise to the Claim, whichever is later. AIA Document A201" - 2007. Copyright m 1911, 1915, 1918, 1925, 1937, 1951, 1956, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Init Institute of Architects. All rights reserved. WARNING: This AIAe Document is protected by U.S. Copyright Law and International Treaties. Unauthorized $B reproduction or distribution of this AIAe Document or any portion of it may result In severe civil and criminal penalties, and will be prosecuted to the which / Umaximum extent possible Non 09/ 9/2010. and is not for resale. This Vdocument ol -was t ~ v AIA=oflwa®909:57:3~ ~1/ 009under Order Na.86753126f~1069932) § 151 3 CONTINUING CONTRACT PERFORMANCE 1;-'?~a-_,,~+dnt~gfittal resolution of a Claim, except as otherwise ageed in writing or as provided in Section 9.7 and Article .,~'i .-~~~14{contractor shall proceed diligently with performance of [he Contract and the Owner shall continue to make ^;y payments!in accordance with the Contract Documents. The Architect will are Change Orders and issue Cerhfictes for Payment in accordance with the decisions of the Initial Decision Maker. -.,,ka, :'tF.„t ~`•"c"P his` s 5 t ' 1,§+.1~~'.4 CLAIMS FOR ADDRIONAL COST ~s~; t° r w~Ifte Contractor wishes to make a Claim for an increase m the Contract Stmt written notice as provided herein shall - + rv be en befilre prose g to execute the Work Prior notice is not requred for Claims relating to an emergency r~ 7 a K endangerinej or p pterky arising under Section 10.4. NS TO KI 0. 1.5 C 31 5 1 LA TIONALTIME ~9 N'%` '~4§ 1 prior, wishes to make a Claim for an increase in the Contract Time, written notice as provided h liecem sti b` t ate contractor's Claim shall include an estimate of cost and of probable effect of delay on prures$jpi t ~,~tecase of a continuing delay, only one Claim is necessary. ~gA 11 ; radve ea ~ conditions are the basis for a Claim for additional time, such Claim shall be s`~ ~}t° ,5oc` me substantiating that weather conditions were abnormal for the period of time, could not have v fi € sJSxa t ^ + e scheduled construction. a f' beenn, tantttpa d and had an adverse effect on th 5 5 a FO~~S~Uill Clai r;. §151. S ENTIAL DAMAGES ec a.s kr¢'{ t~~~iet,Con~fra or,~aitd w ~ ' ~ a Clams against each other for consequential damages arising out of or relating to .,~A r^ i Contract Di75't~n rwalr includes g ,ate . xrr 4.1 A x `-p a 1 ~mag ed by the Owner for rental expenses, for losses of use, income, profit, financing, riylM"* yusin s' rRpt5tation, and for loss of management or employee productivity or of the services of by the Contractor for principal office expenses including the compensation of ~ a yK r x~ perw lxsta toned there, for losses of financing, business and reputation, and for loss of profit ST~ YI 1~ ~ilt i ipated profit arising directly from the Work. •s~e rs =st' sai at~vEr ts4appltbable withth,out limitation, to all consequential damages due to either party's termination 1'}',)„~.tn 3~ccordand vq.A~'"14 0 ~lf`iin~ ntained in this Section 15.1.6 shall be deemed to preclude an award of fglud$te'7ltdamages wh?e~n appllAeccordance with the requirements of the Contract Documents. r§15121NIT L'0 CISQN (Recommendation) of 0 } e § ~ 2 ]t t aims ezcludin thoLt 7sin under Sections 10.3, 10.4, 11.3.9, and 11.3.10, shall be referred to the Initial ectston r gay „xn.K, tj5,„„ r,r n„D `M~akec for a recpmtenciar t}xonT7te Architect will serve as the Decision Maker, unless otherwise indicated r-a ~y+ .1tvg.r ,s #ulIn,,Yhe1N eemen'. Ex" pt 17, 111 sg{Cla'tms excluded by this Section 15.2.1, a recommendation shall be required as a dttion precedent in ation of any Claim arising prior to the date final payment is due, unless 30 days have fter the Cl`semen referred to the initial Decision Maker with no recommendation having been ~st , a rendered. Uii]ess t1 e. YL Gd. Z11- ecision Maker and all affected parties agree, the Initial Decision Maker will not make a }},Y rec,~r~mendahon relattngstois u~.es between the Contractor and persons or entities other than the Owner. 15 2 2 The Intttal ➢gcision Makerwill review Claims and within ten days of the receipt of a Claim take one or F ran r 1§ .r'S!° r m t r more of theifolloWtngactions: (1) request additional supporting data from the claimant or a response with supporting 41:;, "`data from the otina`,piirC'y, (2)re mmend rejecting the Claim in whole or in part, (3) recommend approving the t--~ 1- Claim, (4) suggest a compromise, or (5) advise the parties that the Initial Decision Maker is unable to resolve the c Glaimf the=Tnrtial Decision Maker lacks sufficient information to evaluate the merits of the Claim or if the Initial t Decision McTtei:concludesthet in the Initial Decision Maker's sole discretion, it would be inappropriate for the r I " Tnttial DeciSiWL Maker to make a recommendation related to the Claim. J5,- 5123,, Claims, the Initial Decision Maker may, but shall not be obligated to, consult with or seek information from either party or from persons with special knowledge or expertise who may assist the Initial Decision Maker in making a recommendation. The Initial Decision Maker may request the Owner to authorize retention of such persons at the Owner's expense. IniL AIA Document A201-- 2007. Copyright m 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIAe Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized 39 reproduction or distribution of this AIAe Document, or any portion of IL may result in severe civil and criminal penalties, and will be prosecuted to the / maximum extent possible underthe law. This document was produced by AIA software at 09:57:35 on 11/0212009 under Order No.8675312638 1 which ,rIG(' User s otes:9/09/2010, and is not for resale. Vol. la Y, pg. 7A (1481069932) § 1524 If the Initial Decision Maker requests a party to provide a response to a Claim or to furnish additional s support g data, such party shall respond, within ten days after receipt of such request, and shall either (1) provide a t v > , cr.4 ponn3e,33n the requested supporting data, (2) advise the Initial Decision Maker when the response or supporting std- , t,Rda~ta„~wtlll, a furnished or (3) advise the Initial Decision Maker that no supporting data will be furnished. Upon ay'~-i`ja.,1`.vt.;a~ txetpt Wthe response or supporting data, if any, the Initial Decision Maker will either recommend rejecting or approving the Claim in whole or in part ~~s~§1525 The Initial Decision Maker will render a recommendation to approve or reject the Claim, or indicate that the e a x Ant al Decision Makerr,,b unable to recommend a resolution of the Claim. This initial decision shall (1) be in writing; u^ 9 state the ;e sons th6effor; and (3) notify the parties and the Architect, if the Architect is not serving as the Initial Ir ~ T) IVOn Ivv cer, of a trchange in the Contract Sum or Contract Time or both. W ~ ~ §W5 2 6 D Mete t ttsuen~re_ty 4ct M. d tom" h~ * i § 5 2 61, i pa ~2 thin 30 days from the date of an initial decision, demand in writing that the other party 3t 1 e foitn Mon5vt61in 60 `days of the initial decision. If such a demand is made and the party receiving the d d99im Sal ss~o fi mn within the time requved, then both parties waive their rights to mediate the c )s ~s F ~21 k-' Tchn s,recommendattonf a r I l 21i po taa~tm against the Contractor, the Owner may, but is not obligated to, notify the surety, if yya v "arz>yn.~ tei_'e art a~m~oprtto/fthe Claim. If the Claim relates to a possibility of a Contractor's default, the Owner Min t~fy the surety and request the surety's assistance in resolving the controversy. € ,a tqs,mg bukrs no o Itgated=~o P,, d ~01 b., X Del to innj s en .t 1,- ~r ~ DIATiON t` t 15 1'3 at er matters in controversy arising out of or related to the Contract except those y yfas ro dwctilons 9.10.4, 9.10.5, and 15.1.6 shall be subject to mediation . 51, y 1 a pxllalliendeavor to resolve their Claims by mediation which, unless the parties mutually agree .NX rofhert r~shall be dmunsfe?ed by the National Mediation Academy in accordance with American Arbitration ].1 ^ A ssAI ~ a +on~.Con ton~ndus' ediation Procedures in effect on the date of the Agreement A request for ' S mell7tahonA'stiallae~-`n wntmered to the other party to the Contract, and filed with the person or entity 1sf iartg e~meH~iation RY +µJ9&Y v. pp'~ry:'1 0Sun'T` Thep wall sf~a,re the mediator's fee and any filing fees equally. The mediation shall be held in the x -ss xs,7'"`' >leerw'r'11'ere t7tetProlect is I at less another location is mutually agreed upon. Agreements reached in r^w wryt~° m~iiait n Shy l be enforces le sseE~ement agreements in any court having jurisdiction thereof. c§154ARBITRATION pDel in its n'e 15.4. 1 Delete mtt r r § 15 '.2 Delete to tts~~ty r i§ 1A.3 DelbW -en . {Fy§;15.4.4 CONSO LIDA7ON OR JOINDER n , §-IS441 Delete7nlts:eittirety. ` § 15.4.4.2 Delete m its entirety.. T 71 §31.4;;P omelete in its entirety. n Y xa . t, ~ ,hey a 4 rr , erlk M' ~Q"1:~a ~ £ Rti ~ij.Y.4 3 AIA Document A201-- 2007. Copyright 0 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Init. Institute of Architects. All rights reserved. WARNING: This AIA° Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 40 n reproduction or distribution of this AIA° Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the is not for the law. This document was produced by AIA software at 09:57:35 on 11/02/2009 under Order No. 86753126381 which 1~,/' l maxim on extent possible expires ser Notes: Vol pQ /3 (1481069932) U ~t F- yin OFT ~ V CI Old p~0 7 y OF '6 BRAZOSCOUNTY BRYAN, TEXAS 27 October 2009 2009 Tax Roll Levy Total of $50,701,042.45 as provided by the Brazos County Tax Assessor/Collector, in accordance with Sec. 26.09(e) of the Texas Property Tax Code. APPROVED: Randy S' s, County Judge date Office of the County Judge 200 South Texas Ave. Suite 332 • Bryan, T xas 77803 • Fax: (979) 361-4503 Vol. /d0 Pg. Kristeen Roe, RTA, CTA y~p-TF Op T~ Brazos County Tax Assessor/Collector F~ N 300 E. Wm j Bryan Pkwy Bryan, TX 77803 0 0 979-361-4470 o~rY OF 9~Pry 979-361-4487 - Fag October 20, 2009 Honorable Randy Sims CountyJudge Brazos County RE: 2009 Tax Rolls Judge Sims: I am providing the 2009 tax roll total information for Brazos County as required by the Texas Property Tax Code: Sec. 26.09 (e) The assessor shall enter the amount of tax determined as provided by this section in the appraisal roll and submit it to the governing body of the unit for approval. The appraisal roll with amounts of tax entered as approved by the governing body constitutes the unit's tax roll. The Brazos County Tax Office received seven supplemental value/ownership/exemption change files from the Brazos County Appraisal Review Board after the original 2009 value certification. The tax office accepted and balanced all of these changes prior to calculation of the 2009 tax rolls. A copy of the taxable values as well as the tax ceiling information for Brazos County used for calculation is also provided. Please contact me if you have any questions concerning these figures. Respectful y, Kristeen Roe, RTA, CTA Tax Assessor/ Collector Brazos County Vol. 1.2x pg. 7 5 BWOS County 2009 LEVY TOTALS GI-BRAZOSCOUNTY Property Count: 117,193 10112/2009 11:19:04AM Lan Value Homesite: 1,179,043,876 Non Homesite: 1,595,127,898 _ Ag Market: 836,598,073 Timber Market: 0 Total Land 3,610,769,847 Improvement - - a ua Homesite: 4,897,652,649 Non Homesite: 3,661,436,628 Total Improvements 8,559,089,277 on eal : • Count.: slue. Personal Property: 7,506 1,310,388,481 Mineral Property. 45,434 206,970,996 Autos: 0 0 Total Non Real + O 1,517,359,477 Market Value = 13,687,218,601 A9 Non Exempt Total Productivity Market: 836,598,073 0 All Use: 31,122,302 0 Productivity Lose Timber Use: ty 805,475,771 0 0 Appraised Value = 12,881,742,830 Productivity Loss: 805,475,771 0 Homestead Cap 23,420,195 Assessed Value = 12,858,322,635 Exemption Count Loca» State: Total AB 25 37,318,698 0 37,318,698 CH 7 570,556 0 570,556 DP 418 0 0 0 DPS 3 0 0 0 DV1 298 0 2,623,462 2,623,462 DV1S 23 0 115,000 115,000 DV2 175 0 1,706,730 1,706,730 DV2S 4 0 30,000 30,000 DV3 123 0 1,309,370 1,309,370 DV3S 2 0 20,000 20,000 DV4 168 0 1,467,928 1,467,928 DWS 46 0 544,450 544,450 DVHS 80 0 13,555,252 13,555,252 EX 1,798 0 1,538,770,282 1,538,770,282 EX(Prorated) 27 0 637,968 637,968 EX366 25,387 0 884,993 864,993 FR 27 41,131,329 0 41,131,329 OV65 7,107 482,165,794 0 482,165,794 OV65S 32 1,788,948 0 1,788,948 PC 15 3,686,610 0 3,686,610 Total Exemptions 2,128,327,370 Net Taxable = 10,729,995,265 Freeze Assesaed. ~ _Taxa a- Actual ax.=ed ng~ Count _ DP 39,433,438 37,174,788 150,728.54 160,005.33 388 DIPS 275,850 275,850 1,088.93 1,097.22 3 OV65 1,029,171,994 566,951;546 1,945,222.83 1,962,583.77 6,671 Total 1,068,881,282 604,402,184 2,097,040.30 2,123,686.32 7,062 Freeze Taxable Tax Rate 0.480000 604,402,164 Gl/237993 Page 61 of 159 True Automation, Inc. Vol. ~d fl Pg. 7(p BRAZOS County 2009 LEVY TOTALS Property Count: 117,193 G I - BRAZOS COUNTY 10/1212009 11:19:04AM Freeze Adjusted Taxable = 10,125,593,081 M80 Rate: 0.396600 M&O Tax: 41,890,783.84 18S Rate: 0.083400 18S Tax: 8,809,108.98 Protected 18S Rate: 0.000000 Protected 18S Tax: 0.00 AB Penalty: 1,149.63 Total Levy 50,701,042.45 Tax Increment Finance Value: Tax Increment Finance Levy: 0 0.00 G1/237993 A - Page 62 f 159 / True Automation, Inc. Vol.- 10? Pg, 0 BRAZOS County 2009 LEVY TOTALS GI -BRAZOSCOUNTY Property Count: 117,193 Grand Totals 10/12/2009 11:19:04AM Land.. Va Homesite: - ue Non Homesite: 1,179,043,876 1,595,127,898 All Market: 836,598,073 Timber Market: 0 Total Land 3,610,769,847 mprovern a ue Homesite: 4,897,652,649 Non Homesite: 3,661,436,628 Total Improvements 8,559,089,277 Non Real. Value Personal Property: 7,506 1,310,388,481 Mineral Property: 45,434 206,970,996 Autos: 0 0 Total Non Real + O 1,517,359,477 Market Value = 13,687,218,601 9 No Exempt: Ecem M. Total Productivity Market: 836,598,073 p Ag Use: 31,122,302 0 Productivity Loss Timber Use: 0 ty 805,475,771 Productivity Loss: 0 Appraised Value = 12,861,742,830 805,475,771 p Homestead Cap 23,420,195 Assessed Value = 12,858,322,635 Exemption ouM:::. Local Stab - AB 25 37,318,698 0 37,318,698 CH 7 570,556 0 570,556 DP 418 p 0 0 DPS 3 0 0 0 DV1 298 0 2,623,462 2,623,462 DV1S 23 0 115,000 115,000 DV2 175 0 1,706,730 1,706,730 DV2S 4 0 30,000 30,000 DV3 123 0 1,309,370 1,309,370 DV3S 2 0 20,000 20,000 DV4 168 0 1,467,928 1,467,928 DV4S 46 0 544,450 544,450 DVHS 80 0 13,555,252 13,555,252 FCC 1,798 _ 0 1,538,770,282 1,538,770,282 EX(Prorated) 27 0 637,968 637,968 EX366 25,387 0 884,993 884,993 FR 27 41,131,329 0 41,131,329 OV65 7,107 482,165,794 0 482,165,794 OV65S 32 1,788,948 0 1,788,948 PC 15 3,686,610 0 3,686,610 Total Exemptions 2,128,327,370 Net Taxable = 10,729,995,265 Freeze Assessed arable Actual ax - Ced n9: Count DP 39,433,438 37,174,788 150,728.54 160,005.33 388 DPS 275,850 275,850 1,088.93 1,097.22 3 OV65 1,029,171,994 566,951,546 1,945,222.83 1,962,583.77 6,671 Total 1,068,881,282 604,402,184 2,097,040.30 2.123.686.32 7,062 Freeze Taxable Tax Rate 0.480000 604,402,184 G 1 /237993 Pa a 63 of 159 yj d True Automation, Inc. V01. Z d pg. / 0 BRAZOS County 2009 LEVY TOTALS G Property Count 117,193 t - BRAZOS COUNTY Grand Totals 10/12/2009 11:19:04AM Freeze Adjusted Taxable - 10,125,593,081 evy n o M80 Rate: 0.396600 MO Tax 41,890,783.84 18S Rate: 0.083400 AS Tax: 8,809,108.98 Protected 18S Rate: 0.000000 Protected 18S Tax 0.00 All Penalty: 1,149.63 - Total Levy 50,701,042.45 Tax Increment Finance Value: 0 Tax Increment Finance Levy: 0.00 G 1 /237993 voi.Page 64 of 159 / pg. 7 True Automation, Inc. BRAZOS County 2009 LEVY TOTALS GI - BRAZOSCOUNTY Property Count: 117,193 s 7/12/2009 11:19:04AM State Category Breakdown State Cods: Dascrlp0an - Count: Acres- New Value Ma et a at Va ue A SINGLE FAMILY RESIDENCE 35,612 $0 $4,669,049,892 B MULTIFAMILY RESIDENCE 3,041 $0 $950,179,110 C VACANT LOT 4,397 $0 $155,862,770 D1 QUALIFIED AG LAND 3,523 249,459.8759 $0 $728,336,836 02 NON-QUALIFIED LAND 1,344 19,869.9629 $0 $131,423,385 E FARM OR RANCH IMPROVEMENT 2,995 $0 $340,027,409 F1 COMMERCIAL REAL PROPERTY 2,305 $0 $1,519,718,273 F2 INDUSTRIAL REAL PROPERTY 115 $0 $131,445,080 G1 OIL AND GAS 24 $0 $94,868 J1 WATER SYSTEMS 3 $0 $47,600 J2 GAS DISTRIBUTION SYSTEM 14 $0 $9,277,970 J3 ELECTRIC COMPANY (INCLUDING CO-OP 15 $0 $5,508,000 J4 TELEPHONE COMPANY (INCLUDING CO- 36 $0 $56,996,900 J5 RAILROAD 25 $0 $19,278,540 J6 PIPELAND COMPANY 59 $0 $43,186,450 J7 CABLE TELEVISION COMPANY 6 $0 $20,981,090 J8 OTHER TYPE OF UTILITY 20 $0 L7 COMMERCIAL PERSONAL PROPERTY ,330,870 L2 INDUSTRIAL PERSONAL PROPERTY 3,221 $0 $47777,432,600 M1 TANGIBLE OTHER PERSONAL, MOBILE H 218 $0 $,376,100 2,433 $,148,250 S SPECIAL INVENTORY TAX 67 $0 $ $33330 $18,869,040 X TOTALLY EXEMPT PROPERTY 1,360 $0 $1,135,806,835 Totals 269,329.8388 $0 $10,646,377,868 G t /237993 O Page 65 of 159/a True Automation, Inc. Vol. PS• BRAZOS County 2009 LEVY TOTALS GI-BRAZOSCOUNTY Property Count: 117,193 Grand Totals 3/12/2009 11:19:04AM State Category Breakdown State Cods Descdp0on - Count - Acura. New Value a et Market Va ue. A SINGLE FAMILY RESIDENCE 35,612 $0 $4,669,049,892 B MULTIFAMILY RESIDENCE 3,041 $0 $950,179,110 C VACANT LOT 4,397 $0 $155,862,770 D1 QUALIFIED AG LAND 3,523 249,459.8759 $0 $728,336,836 D2 NON-QUALIFIED LAND 1,344 19,869.9629 $0 $131,423,385 E FARM OR RANCH IMPROVEMENT 2,995 $0 $340,027,409 F1 COMMERCIAL REAL PROPERTY 2,305 $0 $1,519,718,273 F2 INDUSTRIAL REAL PROPERTY 115 $0 $131,445,080 G1 OIL AND GAS 24 $0 $94,868 it WATER SYSTEMS 3 $0 $47,600 J2 GAS DISTRIBUTION SYSTEM 14 $0 $9,277,970 J3 ELECTRIC COMPANY (INCLUDING CO-OP 15 $0 $5,508,000 J4 TELEPHONE COMPANY (INCLUDING CO- 36 $0 $56,996,900 J5 RAILROAD 25 $0 $19,278,540 J6 PIPELAND COMPANY 59 $0 $43,186,450 J7 CABLE TELEVISION COMPANY 6 $0 $20,981,090 J8 OTHER TYPE OF UTILITY 20 $0 $2,330,870 Lt COMMERCIAL PERSONAL PROPERTY 3,221 $0 $477,432,600 L2 INDUSTRIAL PERSONAL PROPERTY 218 $0 $197,376,100 Mt TANGIBLE OTHER PERSONAL, MOBILE H 2,433 $0 $33,148,250 S SPECIAL INVENTORY TAX 67 $0 $18,869,040 X TOTALLY EXEMPT PROPERTY 1,360 $0 $1,135,806,835 Totals 269,329.8388 $0 $10,646,377,868 G1/237993 Vol /!MF- Pg U True Automation, Inc. BRAZOS County 2009 LEVY TOTALS GI - BRAZOSCOUNTY Property Count: 117,193 0/1212009 11:19:04AM CAD State Category Breakdown State o e - Description Count° Acres New Value Market ar et a us Al REAL, RESIDENTIAL, SINGLE-FAMILY 32,942 $0 $4,590,431,191 A2 REAL, RESIDENTIAL, MOBILE HOME 2,979 $0 $78,618,701 B7 REAL, RESIDENTIAL, DUPLEXES 171 $0 $555,416,280 B10 FRATERNITY OR SORORITY HOUSE 19 $0 $17,458,960 B2 REAL, RESIDENTIAL, APARTMENTS 2,112 $0 .$271,868.240 B3 TRIPLEX 51 $0 $5,834,240 B4 FOURPLEX 701 $0 $99,601,390 C1 REAL, VACANT PLATTED RESIDENTIAL L 2,610 $0 $60,623,152 C2 REAL, VACANT PLATTED COMMERCIAL L 397 $0 $49,085,550 C3 REAL, VACANT PLATTED RURAL OR REC 1,391 $0 $46,154,068 D1 REAL, ACREAGE, RANGELAND 3,523 249,459.8759 $0 $728,336,836 D2 1,344 19,869.9629 $0 $131,423,385 E1 REAL, FARM/RANCH, HOUSE 2,064 $0 $305,194,984 E2 REAL, FARM/RANCH, MOBILE HOME 1,331 $0 $14,622,829 EA2 RESIDENTIAL MOBILE HOME-FARM & RA 702 $0 $20,041,406 EB2 DUPLEX-FARM & RANCH RELATED 2 $0 $168,190 F1 REAL, Commercial 2,305 $0 $1,519,718,273 F2 REAL, Industrial 115 $0 $131,445,080 G1 OIL AND GAS 24 $0 $94,868 A REAL & TANGIBLE PERSONAL, UTILITIES, 3 $0 $47,600 J2 REAL & TANGIBLE PERSONAL, UTILITIES, 14 $0 $9,277,970 J3 REAL & TANGIBLE PERSONAL, UTILITIES, 15 $0 $5,508,000 J4 REAL & TANGIBLE PERSONAL, UTILITIES, 36 $0 $56,996,900 J5 REAL & TANGIBLE PERSONAL, UTILITIES, 25 $0 $19,278,540 J6 REAL & TANGIBLE PERSONAL, UTILITIES, 59 $0 $43,186,450 J7 REAL & TANGIBLE PERSONAL, UTILITIES, 6 $0 $20,981,090 J8 REAL & TANGIBLE PERSONAL, UTILITIES, 20 $0 $2,330,870 L7 TANGIBLE, PERSONAL PROPERTY, COMN 3,221 $0 $477,432,600 L2 TANGIBLE, PERSONAL PROPERTY, INDU 218 $0 $197,376,100 Mt TANGIBLE OTHER PERSONAL, MOBILE H 2,433 $0 $33,148,250 S SPECIAL INVENTORY 67 $0 $18,869,040 X 1,360 $0 $1,135,806,835 Totals 269,329.8388 $0 $10,646,377,868 G1/237993 1 VO. Page 67 of 159 P d a True Automation, Inc. BRAZOS County 2009 LEVY TOTALS GI -BRAZOSCOUNTY Property Count: 117,193 Grand Totals 0/12/2009 11:19:04AM CAD State Category Breakdown rate ode. eacnptlen- ount - Acres ew a ue r et market a ua At REAL, RESIDENTIAL, SINGLE-FAMILY 32,942 $0 $4,590,431,191 A2 REAL, RESIDENTIAL, MOBILE HOME 2,979 $0 $78,618,701 at REAL, RESIDENTIAL, DUPLEXES 171 $0 $555,416,280 810 FRATERNITY OR SORORITY HOUSE 19 $0 $17,458,960 82 REAL, RESIDENTIAL, APARTMENTS 2,112 $0 $271,868,240 B3 TRIPLEX 51 $0 $5,834,240 B4 FOURPLEX 701 $0 $99,601,390 C7 REAL, VACANT PLATTED RESIDENTIAL L 2,610 $0 $60,623,152 C2 REAL, VACANT PLATTED COMMERCIAL L 397 $0 $49,085,550 C3 REAL, VACANT PLATTED RURAL OR REC 1,391 $0 $46,154,068 D1 REAL, ACREAGE, RANGELAND 3,523 249,459.8759 $0 $728,336,836 D2 1,344 19,869.9629 $0 $131,423,385 El REAL, FARM/RANCH, HOUSE 2,064 $0 $305,194,984 E2 REAL, FARM/RANCH, MOBILE HOME 1,331 $0 $14,622,829 EA2 RESIDENTIAL MOBILE HOME-FARM & RA 702 $0 $20,041,406 EB2 DUPLEX-FARM & RANCH RELATED 2 $0 $168,190 F1 REAL, Commercial 2,305 $0 $1,519,718,273 F2 REAL, Industrial 115 $0 $131,445,080 G1 OIL AND GAS 24 $0 - $94,868 it REAL & TANGIBLE PERSONAL, UTILITIES, 3 $0 $47,600 J2 REAL & TANGIBLE PERSONAL, UTILITIES, 14 $0 $9,277,970 J3 REAL & TANGIBLE PERSONAL, UTILITIES, 15 $0 $5,508,000 J4 REAL & TANGIBLE PERSONAL, UTILITIES, 36 $0 $56,996,900 J5 REAL & TANGIBLE PERSONAL, UTILITIES, 25 $0 $19,278,540 J6 REAL & TANGIBLE PERSONAL, UTILITIES, 59 $0 $43,186,450 J7 REAL & TANGIBLE PERSONAL, UTILITIES, 6 $0 $20,981,090 J8 REAL & TANGIBLE PERSONAL, UTILITIES, 20 $0 $2,330,870 L7 TANGIBLE, PERSONAL PROPERTY, COMN 3,221 $0 $477,432,600 L2 TANGIBLE, PERSONAL PROPERTY, INDU 218 $0 $197,376,100 M11 TANGIBLE OTHER PERSONAL, MOBILE H 2,433 $0 $33,148,250 S SPECIAL INVENTORY 67 $0 $18,869,040 X 1,360 $0 $1,135,806,835 Totals 269,329.8388 $0 $10,646,377,868 G7/237993 Vol. Page 68 of 159 Pg. v True Automation, Inc. BRAZOS County 2009 LEVY TOTALS GI - BRAZOSCOUNTY Property Count: 117,193 Effective Rate Assumption 0/12/2009 11:19:04AM New Value TOTAL NEW VALUE MARKET: $440,939,050 TOTAL NEW VALUE TAXABLE: $363,428,185 New Exemptions Exemption Descript on Count - - ABSOLUTE EXEMPTIONS VALUE LOSS - Exemption Amount - . ' . Exemption. - Descriptidn- ourrt DVHS Disabled Veteran Homestead 80 $13,555,252 PARTIAL EXEMPTIONS VALUE LOSS 80 $13,555,252 TOTAL EXEMPTIONS VALUE LOSS $13,555,252 New Ag / Timber Exemptions New Annexations New Deannexations Average Homestead Value Category A and E Count of HS Residences Average arket Average HS Exemption _ Average Taxebla, 24,439 $166,272 $955 $165,317 Category A Only Average Taxable ount eai sneer Average a et-.., a r, varega__,. em on; 7 23,024 $165,857 $802 $165,055 Lower Value Used . Count o rotesta . Properties:: Total Market. Value Total Value. Used., G1/237993 Page 69 of 159 True Automation, Inc. ' fd M Vol. a Pg g5-- C RAZOS County 2009 CERTIFIED TOTALS As of Supplement 8 GI - BRAZOSCOUNTY Property Count: 117,193 ARB Approved Totals 1011212009 11:30:48AM Lan alw Homesite: 1,179,043,876 Non Homesite: 1,595,127,898 Ag Market: 836,598,073 Timber Market: 0 Total Land 3,610,769,847 mprowmen a u• Homesite: 4,897,652,649 Non Homesite: 3,661,436,628 Total Improvements 8,559,089,277 Non a Count Val Personal Property: 7,506 1,310,388,481 Mineral Property 45,434 206,970,996 Autos: 0 0 Total Non Real 1,517,359,477 Market Value = 13,687,218,601 g; on Exempt ampt Total Productivity Market 836,598,073 0 Ag Use: 31,122,302 0 Productivity Loss 805,475,771 Timber Use: 0 0 Appraised Value = 12,881,742,830 Productivity Lose: 805,475,771 0 Homestead Cap 23,420,195 Assessed Value = 12,858,322,635 Exemption Count ou State ofa AB 25 37,318,698 0 37,318,698 CH 7 570,556 0 570,558 DP 418 0 0 0 DPS 3 0 0 0 DV1 298 0 2,623,462 2,623,462 DV1S 23 0 115,000 115,000 DV2 175 0 1,706,730 1,706,730 DV2S 4 0 30,000 30,000 DV3 123 0 1,309,370 1,309,370 DWS 2 0 20,000 20,000 DV4 168 0 1,467,928 1,467,928 DWS 46 0 544,450 544,450 DVHS 80 0 13,555,252 13,555,252 EX 1,798 0 1,538,770,282 1,538,770,282 EX(Prorated) 27 0 637,968 637,968 EX366 25,387 0 884,993 884,993 FR 27 41,131,329 0 41,131,329 OV65 7,107 482,165,794 0 482,165,794 OV65S 32 1,788,948 0 1,788,948 PC 15 3,686,610 0 3,686,610 Total Exemptions 2,128,327,370 Not Taxable = 10,729,995,265 I'Maze Assessed Taxable Actual Tax Coiling Count DP 39,433,438 37,174,788 150,728.54 160,005.33 388 DPS 275,850 275,850 1,088.93 1,097.22 3 OV65 1,029,171,994 566,951,546 1,945,222.83 1,962,583.77 6,671 Total 1,068,881,282 604,402,184 2,097,040.30 2,123,686.32 71062 Freeze Taxable 604,402,184 Tax Rate 0.480000 Vol. Pg- G1/237993 / Page 61 of 157 True Automation, Inc. BRAZOS County... 2009 CERTIFIED TOTALS As of supplement 8 G Property Count: 117,193 I - BRAZOS COUNTY ARB Approved Totals 10/12/2009 11:30:48AM Freeze Adjusted Taxable = 10,125,593,081 APPROXIMATE LEVY = (FREEZE ADJUSTED TAXABLE ' (TAX RATE 1100)) + ACTUAL TAX 50,699,887.09 = 10,125,593,081 ' (0.480000 / 100) + 2,097 040.30 Tax Increment Finance Value: Tax Increment Finance Levy: 0 0.00 G71237993 Vol• ~ Pg97N Page 62 of 157 True Automation, Inc. KLING ENGINEERING & SURVEYING Consulting Engineers • Land Surveyors 4101 S. Texas Avenue, Suite A Post Office Box 4234 Bryan, Texas 77802 Bryan, Texas 77805 Telephone 979/846-6212 Fax 979/846-8252 B.J. Kling, P.E., R.P.L.S. - Inactive S.M. Kling, R.P.L.S. Fred Paine, P.E. Brazos County Judge's Office. October 1, 2009 c/o: County Judge Randy Sims 200 S. Texas Ave, Suite 332 Bryan, TX 77803 Re: The Brazos County Exposition Center Subdivision - Lot 1, Block 1, Phase 1 The Brazos County Exposition Center Site Improvements Proposal Addendum #3 - Paved Fairground Brazos County Purchase Order #09001363 Dear Judge Sims, Based on meetings with Jim Singleton Architects and Brazos County Engineer's Office, we have determined an additional scope of work necessary for the design of a 5 acre - 8 acre paved Brazos County Fairground, elimination of the existing detention facility, and re-design of the proposed Phase 2 detention facility. The current Phase 2 of design has been approved by the City of Bryan (Site Plans- September 8, 2009 / Plats: September 17, 2009) The following is the additional scope of the work: Surveying Cost As-Built & Topographic Survey: • Survey to document As-built parking lot grades along the southwest edge of $4,000.00 parking pavement, storm sewer inlets/flowlines, topo approximately 3.7 acres Platting: • Renlat - Paved Fairground will extend beyond the platted lot line -52,000.00 Surveying Sub-Total: $6,000.00 Engineering 120 hrs Detailed analysis of Existing and Proposed Storm Sewer: $15,000.00 (Approx. 4,960 If existing / Approx. 1,9501f proposed) Re-Analyze almost entirety of existing system to appropriately size the proposed storm sewer collection lines and minimise ponding in existing paved areas Vol. l c2 cY pg 9/ 120 hrs Detention Design: $12,000.00 Re-design proposed phase 2 detention facility to accommodate elimination of existing detention facility. Provide new storm water design report for the Brazos Exposition Center complex Paved Fairgr und: $5,000.00 Preparation of site, erosion control, grading & drainage plans for an approximate 5 acre - 8 acre paved fairground - New submittal to City of Bryan TXDOT permit for Fairground Entrance $800.00 Engineering Sub-Total: $32,800.00 Landscape Plan Preparation of Landscape Plan for Fairground area $1,000.00 Total Cost: $39,800.00 Deliverables will consist of 3 sets of final construction plans upon City of Bryan site plan approval, two copies of the approved drainage report, and PDF copies of construction plans. City of Bryan has specified that all Civil Site Plans and Public Infrastructure Construction Plans be on 24"x36" size sheets. Proposal is to provide drawings meeting this size requirement. If desired, final drawings can be transferred onto E-size sheets without change in scale or view. The costs outlined above are fora one-time, one phase project design. We will coordinate with Jim Singleton Architects for a final layout of the paved fairground. Should the site layout change or grading be requested to be significantly revised after initial coordination effort, we will gladly revise the associated plans on an hourly basis at $100.00/hr. We understand that the County would like the additional scope items added to the existing plan set. Since the prior plans have been approved, the City has stated that the Paved Fairgrounds and revised detention and drainage should be processed as a separate submittal. We are prepared to begin the additional work and anticipate a submittal to the City of Bryan to be approximately four weeks after the contract addendum has been granted. The following additional services can be provided as requested. Additional services: Reproduction Costs: Billed to Owner at Cost + 10% • Transmittal Costs (Postage, Long Distance, ect.): Billed to Owner at Cost • Additional Survey Work: Such as easements by separate instrument, plats, exhibits, As-Built verification of utilities, etc . $125.00/hr fieldwork $100.00/hr office work pg2of4 Vol. ~ pg. This scope of work does not include: • Bidding Period Services: Such as quantity take-offs, pre-bid meetings, etc (can be provided as requested for $125.00/hr) • Construction Administration: Time & Resources spent by Engineer and/or Engineer's Consultant(s) on addressing issues & rendering decisions arising from: Contractor initiated requests for clarification or information, Owner/Contractor initiated changes, claims, disputes, differing site conditions, and the like (can be provided as requested for $125.00/hr) • Submittal Fees (Replat & Site Plan) • Irrigation Plan • Coordination with landscape or irrigation consultants • Public Utility Extensions (Water, Sanitary Sewer, Electric) Can be provided if necessary • Geotechnical or materials testing control. Various testing of soils, soils reports & recommendations, compaction, and materials testing will be an additional project cost to be considered with construction cost of the project. • Insuring compliance with or permitting for wetlands, Corps of Engineers (COE), Endangered Species, Archaeological, or other possible entities requiring submittals or permits prior to construction. • As-Builts for proposed civil construction elements (Water, Sewer, Storm Sewer, Detention Pond, Paving, Buildings) This can be provided as required for an hourly rate of $125.00/hour-field crew and $100.00/hr-office work. Detention and Public Infrastructure As- Builts are required by the City of Bryan (Estimate $4,500 for Detention Pond As-built) Incremental monthly invoices will be provided based on work completed. Thank you for the opportunity to submit this proposal addendum. As always, we look forward to working with you and Brazos County on this dynamic project. If there is any way in which we can assist you fiuther on this project, or should you have any questions, please do not hesitate to call. Sincerely, Fred Paine, P.E. Principal Engineer pg 3 of 4 Vol. ~a pg. 9l~ The Brazos County Exposition Center Subdivision - Lot 1, Block 1, Phase 1 The Brazos County Exposition Center Site Improvements Proposal Addendum #3 - Paved Fairground Brazos County Purchase Order #09001363 October 1, 2009 Please indicate your acceptance of these terms by signing the following: CLIENT: os C BY Title: Date Signed: iQb y /0q ON / pg 4 of 4 V0 1. ~a8 Pg: i z N U n ~ - C a e c U 2 N o 's o c _ m.m E L ~ c 9 ~ a Y° ~ ° _ a e _ O U _ U O m n u E LL N g. V -V. J tOi w. z n S g F _ 0 9 gf n~ s" ° g$ ° 8 ' 3 z 8 a g, r y n W co S O ° y o s z a LL m ` R. 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N N m° ° g i N m V 3m N n S N a C y E e w a i E E g 3 c c T° E i g ai E e u O'. E e in u S E E a w n Q° E f y n e; E E ti n` W °e i y° o o a v C y c e 6__ s a u E_ S o v U o op - a tt _c° ` s a d _c° c E i n w° 'x E n° ° x m f u n" o E u n" S m` E a a" x d m i- u° ° n" 'o .t 3 m i n' a' R m E n' a" K z 1111 vol. lob ff pg. 93 8 n U W ~ - e e o K O V ~ f 3 ea' n o a 6 2 2 G 0 V S 2 5 n ° S z° a 3 3 8 o: r 3 y w- rc a o ° 8 t ° o . QU .U n K m O ~ U U Q S 6 V U U O 'v a ¢ c E k k Q Z Z F 2 ~ O p Q U ~ O O p W V O O U o O OF _ W HRa' %t z a .e a g N y S F N 2..e EEN `n. S i u m £ n" u' S x Vol. 4s pg. q 7