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HomeMy WebLinkAbout2003-11-18 9:00 AM SPECIAL MEETING .. . • ,• d N 1� 1?. � N' S I C • a;.eA I pi v .,. I,rD ..' ...o•a, lbO3 NOV 14 A 8: 11 BRAZOS COUNTY _,I,COiItiTYCLERK .: ?1'.SRYAM.TEXAS BRYAN. TEXAS ,DEPUTY NOTICE OF SPECIAL CALLED MEETING • AND AGENDA BRAZOS COUNTY COMMISSIONERS COURT • The Commissioners Court will meet in a Special Called Meeting on Tuesday 18 November 2003 at 9:00 a.m. in the Commissioners Courtroom of the Brazos County Courthouse; 300 East 26th Street, Suite 115,Bryan, Texas. 1. Consider and take action on the order authorizing the issuance of $10,000,000 "Brazos County,Texas Certificates of Obligation, Series 2003"and other matters related thereto. e The Draws County Courthouse is wheelchair arrnssible. Handicap parking spaces are available. Any request for sign interpretive services must be made two business days before the meeting. To make arrangements,call(979)361-4102. VOLS° PAGE le9 COMMISSIONERS ' COURT SPECIAL MEETING NOVEMBER 18, 2003 A special meeting of the Commissioners ' Court of Brazos County, Texas was held in the Brazos County Commissioners Courtroom in the Courthouse in Bryan, Brazos County, Texas, beginning at 9:00 a.m. on Tuesday, November 18, 2003 with the following members of the Court = present: Randy Sims, County Judge, Presiding; Tony Jones, Commissioner of Precinct 1; Duane Peters, Commissioner of Precinct 2; Kenny Mallard, Commissioner of Precinct 3; Carey Cauley, Jr. , Commissioner of Precinct 4; Karen McQueen, County Clerk. The attached sheet contains the names of the citizens and officials that were in attendance. The Court met to consider and take action on an Order Authorizing the Issuance of $10, 000,000 "Brazos County, Texas Certificates of Obligation, Series 2003" and other matters related thereto. The County Judge called the meeting to +) order at 9: 09 a.m. Bill Newman with Public Financial Management (PFM) presented information to the Court on the issuance of Certificates of Obligation. He explained that the County is rated "AA" which is a very good rating. He said that the true interest cost is 4 .030% and that with approval should close on December 9, 2003. Paul Martin VOL 36 PAGE -70 Commissioners Court meeting November 18,2003 2 explained the process involved in the issuance of Certificates of Obligation. On motion by Commissioner Jones, seconded by Commissioner Peters, the Court voted unanimously to adopt an Order authorizing the issuance of $10, 000,000 in Certificates of Obligation, Series 2003. Commissioner Peters thanked Commissioner Mallard for helping to see that local banks were used for this issuance. 410 There being no further business to come before the Court, the meeting was adjourned. Vol 80 Page 7 1 The foregoing minutes of the Commissioners Court meeting held November 18, 2003 have1 '' been examined and are approved in open Court this the c24-11' day of FCb0,0 al , 2004, in Bryan, Brazos County, Texas. / 14/ Cald / Randy Sim Eric well County ddge Commissioner, Precinct i 00 1110 Duane Peters Kenny Malla Commissioner, Precinct 2 Commissioner Precinc 3 came 6: Carey Caplet', Jr. Commiss over, Precinct 4 Attest: County Clerk is xP Vol 5o Page 7 a BRAZOS COUNTY COMMISSIONERS COURT MEETING ONoh�c9-1- / Q/ 2003 AT 9 O Name Organization/Department r; /0, 6t,z_L R -e-i-u w cs- 40 74., S( ,t 9),,,,Lf, y3 �� y igf� 44: a Ado-‘, -Pco lamutua _,) • �� gcso VOL SO PAGE 73 • • 0 CERTIFICATE FOR ORDER We, the undersigned County Judge and County Clerk of Brazos County, Texas (the "County") hereby certify as follows: 1. The Commissioners Court of the County (the "Commissioners Court") convened in special session, open to the public, on November 18, 2003, at the meeting place designated in the notice (the "Meeting"), and the roll was called of the members, to wit: Randy Sims, County Judge, and the following County Commissioners: Tony Jones,E.Duane Peters,Kenny Mallard,and Carey Cauley,Jr.n All members of the Commissioners Court were present,except '[ C thus constituting a quorum. Whereupon among other business, the following Was transacted at the Meeting: a written ORDER AUTHORIZING THE ISSUANCE OF $10,000,000 `BRAZOS COUNTY, TEXAS CERTIFICATES OF OBLIGATION, SERIES 2003", AND OTHER MATTERS RELATED THERETO (the "Order") was duly introduced for the consideration of the Commissioners Court. It was then duly moved and seconded that the Order be finally passed and adopted; and after due discussion,such motion, carrying with it the adoption of the Order prevailed and carried by the following vote: • YES: 5 NOES: 0 ABSTENTIONS: 0 . • 2. A true, full,and correct copy of the Order adopted at the Meeting is attached to and follows this Certificate;the Order has been duly recorded in the Commissioners Court's minutes of the Meeting; • the above and foregoing paragraph is a true, full, and correct excerpt from the Commissioners Court's minutes of the Meeting pertaining to the adoption of the Order; the persons named in the above and foregoing paragraph are duly chosen, qualified, and acting officers and members of the Commissioners Court as indicated therein; each of the officers and members of the Commissioners Court was duly and sufficiently notified officially and personally, in advance, of the time,place, and purpose of the Meeting, and that the Order would be introduced and considered for adoption at the Meeting and each of such officers and members consented, in advance, to the holding of the Meeting for such purpose; and the Meeting was open to the public, and public notice of the time, place, and purpose of the Meeting was given,all as required by Chapter 551,Texas Government Code,as amended. 3.Karen McQueen is the duly appointed and acting County Clerk of the County. SIGNED AND SEALED THIS November 18,2003. // arat.County Clerk,Brazos County,Texas County Ju.:e,Brazos County,Texas (COMMISSIONERS COURT SEAL) VDL 56 PAGE ORDER AUTHORIZING THE ISSUANCE OF S10,000,000 "BRAZOS COUNTY,TEXAS CERTIFICATES OF OBLIGATION,SERIES 2003" AND OTHER MATTERS RELATED THERETO VOL 50 PAGE 15 TABLE OF CONTENTS Section 1. Authorization of the Certificates Section 2. Date,Denominations,Numbers and Maturities of Interest on the Certificates 1 Section 3. General Characteristics and Form of the Certificates 2 Section 4. Definitions 8 Section 5. County Funds 10 Section 6. Investments and Security 10 Section 7. Covenants of the County 11 Section 8. Designation as Qualified Tax-Exempt Obligations 14 Section 9. Paying Agent/Registrar 14 Section 10. Initial Purchaser Certificate;Exchange of Transfer of Certificates 15 Section 11. Book-Entry Only System 15 Section 12. County Officers'Duties 16 Section 13. Remedies of Registered Owners 16 Section 14. Lost,Stolen,Destroyed,Damaged,or Mutilated Certificates;Destruction of Paid Certificates 17 Section 15. Redemption 17 Section 16. Defeasance 18 Section 17. Order a Contract;Amendments 19 Section 18. Sale and Delivery of the Certificates 19 Section 19. Use of Proceeds 19 Section 20. Continuing Disclosure 20 Section 21. Perfection of Security Interest 21 Section 22. Further Procedures - 21 Section 23. Other Documents 22 Section 24. Successor Registrar,Successor Paying Agent 22 Section 25. Nonpresentment of Certificates 22 Section 26. Miscellaneous Provisions 22 ) Exhibit A-Paying Agent/Registrar Agreement Exhibit B-Description of Annual Financial Information Exhibit C-Purchase Contract 1 VOL 5 PAGE 14 ORDER NO. ORDER AUTHORIZING THE ISSUANCE OF $10,000,000 "BRAZOS COUNTY, TEXAS CERTIFICATES OF OBLIGATION, SERIES 2003" AND OTHER MATTERS RELATED THERETO WHEREAS, the Commissioners Court of Brazos County,Texas(the"County")deems it advisable to issue the Certificates(defined herein)in the original aggregate principal amount of$10,000,000 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 Certificate of Obligation Act of 1971, section 271.041 et seq, 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). ,r „?- WHEREAS, the Commissioners Court has heretofore,on October 14,2003,passed an order authorizing and t'��^ 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 October 31,2003,and November 7,2003,the date of the first publication being at least 14 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;and WHEREAS,it is considered to be in the best interest of the County that the Certificates be issued bearing the date,interest rates,denominations,and maturities as hereafter provided; NOW,THEREFORE,BE IT ORDERED BY THE COMMISSIONERS COURT OF BRAZOS COUNTY, TEXAS,THAT: Section 1. Authorization of the Certificates. There is hereby 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 2003"(the"Certificates"),in the original aggregate principal amount of$10,000,000 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 • Cenificates shall be dated as of November 15,2003 (the"Dated Date"),shall be in denominations of$5,000 each or any integral multiple thereof,shall be numbered I-1 for the Initial Certificate(defused herein)and consecutively from R-I 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 1,2004,and continuing on each September I and March 1 thereafter through the respective maturity,as shown below: (Remainder of page intentionally left blank) VOL 56 PAGE '77 41111 Year of Principal Interest Year of Principal Interest Maturity Amount Rate Maturity Amount Rate 2004 $275,000 2.500% 2014 $490,000 3.750% 2005 395,000 2.500 •. 2015 510,000 3.900 2006 395,000 2.550 2016 530,000 4.000 2007 405,000 2.650 2017 550,000 4.100 2008 410,000 2.750 2018 570,000 4.200 2009 420,000 2.750 2019 595,000 4.300 2010 430,000 3.125 2020 620,000 4.375 2011 445,000 3.375 2021 645,000 4.450 2012 460,000 3.625 2022 675,000 4.500 2013 475,000 3.750 2023 705,000 4.550 Section 3. General Characteristics and Form of the Certificates. The Certificates(i)shall be issued;(ii) shall be payable;(iii)shall be redeemable prior to their scheduled maturities;(iv)shall have the characteristics;and(v) shall be signed, sealed, and executed, all as provided and in the manner indicated in the form set forth below. 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,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 United States of America State of Texas • BRAZOSCOUNTY,TEXAS CERTIFICATE OF OBLIGATION,SERIES 2003 [FORM OF DEFINITIVE CERTIFICATES] NUMBER DENOMINATION R- $ REGISTERED ,REGISTERED INTEREST DATED . MATURITY RATE DATE DATE CUSIP NO. a/a November 15,2003 REGISTERED OWNER: C•1 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 JPMORGAN CHASE BANK,Dallas,Texas,or its successor(the"Paying Agent/Registrat"),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 2 VOL 56 PAGE -1 8 • 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 by check beginning March 1,2004,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 November 18,2003(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 maty, issued pursuant to the Order in the original aggregate principal amount of$10,000,000 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 purchase of law enforcement vehicles; purchase and conversion of a law enforcement radio communication system;enhancements to existing communication equipment in the form of fiber optic connections between the County Courthouse,the Brazos County Juvenile Justice Center located on Highway 21,.the Brazos County Road and Bridge Department located on Highway 21, and the sheriffs complex located on Sandy Point Road;construction of a sheriffs administration building and a jail addition, both located at the sheriffs complex located on Sandy Point Road;purchase of certain realty located near either the County Courthouse or the sheriff's complex located on Sandy Point Road to be used as additional Courthouse buildings; renovation of(i) the County's convention and meeting facility known as the Brazos Center located at Briarcrest Drive, (ii) vacated sheriff's space located at the County Courthouse,and(iii)other newly-acquired County buildings located throughout the County;construction/reconstruction of various roads throughout the County;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). REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS CERTIFICATE SET FORTH ON THE REVERSE HEREOF,WHICH PROVISIONS SHALL HAVE THE SAME FORCE AND EFFECT AS IF SET FORTH IN THIS SPACE. IN WITNESS WHEREOF, this Certificate has been signed with the manual or facsimile signature of the County Judge of the County and countersigned with the manual or facsimile signature of the County Clerk of the County,and the official seal of the County has been duly impressed,or placed in facsimile,on this Certificate. xxXXxxxXXXxXXXYX XXXXXXXXXXXXXX xX XXXXXXXXXXXXXYJOIXKXXYJOCYJC<XXXXXX County Clerk County Judge (COUNTY SEAL) • 3 VOL 513 PAGE ?R 410 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 MATURITIES INSTALLMENTS RATES (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 I and September I of each year, commencing March 1,2004. 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 IPMORGAN CHASE BANK, Dallas, Texas, or its successors, which is the 'Paying 1• ': Agent/Registrar" 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 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 November 18,2003(the"Order"). t a FORM OF AUTHENTICATION CERTIFICATE AUTHENTICATION CERTIFICATE This Certificate of Obligation is one of the Certificates described in and delivered pursuant to the within- mentioned Order, and this Certificate has been issued in conversion of and exchange for, or replacement of, a 6 VOL S PAGE ga . 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. JPMORGAN CHASE BANK 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 Sart Social Security or Taxpayer (Flax print or typewrite name and address,including zip code,of Translate) Identification 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: NOTICE: Signature(s) must be guaranteed by a member NOTICE: The signature above must correspond with the firm of the New York Stock Exchange or a commercial name of the Registered Owner as it appears upon the front bank or trust company. of this Certificate of Obligation in every particular, without alteration or enlargement or any change whatsoever. The following abbreviations, when used in the Assigmilent 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. • • . 7 VOL 5D PAGE g3 P;. iv, Cl FORM OF REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS* *Attach to or print on Initial Certificate only 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 fmds 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] Section 4.Definitions. In addition to other words and terms defined in this Order(except those defined and used in Section 3), and unless a different meaning or intent clearly appears in the context, the following words and tams shall have the following meanings,respectively: "Additional Obligations" means such other bonds, certificates, or other evidences of indebtedness as may hereafter be authorized, payable from, and equally secured by a pledge of the County's taxes and/or the revenues generated by the County's ownership and operation of the Center to the same extent as pledged for and in all things on a parity with the lien securing the Certificates. "Attorney General"means the Attorney General of the State, • "Bond Counsel"means Winstead Sechrest&Minick P.C.,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 2003",issued in the original aggregate principal amount of $10,000,000,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. 8 VOL 5'° PAGE 8`f "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 Commissioners Court 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(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 Commissioners Corot adopts or approves the proceedings authorizing the issuance of refunding bonds,are rated as to investment quality by a nationally reco•nired investment rating firm not less than"AAA"or its equivalent. "Initial Certificate"means the Certificate registered by the Comptroller as described in Section 10 hereof / "Initial Purchaser"means TM Capital Markets,San Antonio,Texas. "Interest Payment Date" means, when used in connection with any Certificate, March 1, 2004, and each September 1 and March l thereafter until maturity or earlier redemption of such Certificate. "Official Statement" means the disclosure document dated as of November 18, 2003, 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$10,000,000 'Brazos County,Texas Certificates Of Obligation,Series 2003' and Other Matters Related Thereto"adopted by the Commissioners Court on November 18, • 2003. "Paying Agent/Registrar"means JPMorgan Chase Bank,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 November 15, 2003, 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 Contract"means the Purchase Contract,dated November 18,2003,by and between the County and the Initial Purchaser,attached hereto in substantially final form at Exhibit C. "Record Date"means the date for determining the person to whom interest is payable on any Interest Payment Date. "Registered Owner" or "Registered 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. "State"means the State of Texas. 9 VOL 5° PAGE SS 410 Section 5. County Funds. The County hereby confirms the establishment of the following funds of the County at a depository of the County: (a)Interest and Sinking Fund,Tax Levy,and Pledge of Revenues. The "Brazos County,Texas Certificates of Obligation, Series 2003 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 Certificates. The accrued interest and any 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, Tens Certificates of Obligation, Series 2003 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 net proceeds of the Certificates shall • be deposited,except that any premium received from the Initial Purchaser shall be deposited to the Interest and Sinking Fund, 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. Section 6. 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. 10 VOL 59 PAGE 8(0 'p (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 have been accomplished shall be deposited in the Interest and Sinking Fund and the Construction Fund shall then be closed. Section 7. 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 ". yf 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 and Additional Obligations in the manner prescribed herein;and has lawfully exercised such rights; • (iii) 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 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; 11 VOL Si PAGE g� (iv) will continuously and efficiently operate the Center,pay its costs of operation,and maintain the Center in good condition,repair,and working order,all at reasonable cost; (v) will not additionally encumber the Center's revenues in any manner,except as permitted by any order in connection with outstanding County obligations or Additional Obligations which may be issued by the County; (vi) will not sell,convey,mortgage,encumber,or in any manner transfer title to,or otherwise dispose of the Center, or any significant or substantial part thereof;provided,however, that whenever the County deems it necessary to dispose of any property,machinery, fixtures,or equipment, it may sell or otherwise dispose of such property,machinery,fixtures,or equipment when it has made arrangements to replace the same or provide substitutes therefor, unless it is determined by order or resolution of the Commissioners Court that no such replacement or substitute is necessary; (vii) 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; (viii) will comply with all of the terms and conditions of any and all franchises, permits, and authorizations applicable to or necessary with respect to the Center, and which have been obtained from any governmental agency; and it has or will obtain and keep in full force and effect all franchises,permits, authorizations, and other requirements applicable to or necessary with respect to the acquisition, construction,equipment,operation,and maintenance of the Center;and (ix) will not grant any franchise or permit for the acquisition, construction, or operation of any competing facilities which might be used as a substitute for the Center. (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 I41(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 141(6)(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 fmance loans to persons, other than state or local governmental units,in contravention of section 141(c)of the Code; 12 • • VOL 50 PAGE $t (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(bX2)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 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(0 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 ridings 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. • Roper 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 defeasance 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, 13 VOL Sa PAGE 89 • C) 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 seeks the advice of nationally-recognized bond counsel with respect to such sale,lease,or other disposition. Section 8. Designation as Qualified Tax-Exempt Obligations. The County hereby designates the Certificates as "qualified tax-exempt obligations" as defined in section 265(b)(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 $10,000,000 of "qualified tax-exempt obligations" being issued; (b) the County reasonably anticipates that the amount of tax- exempt obligations issued during the 2003 calendar year by the County(including any subordinate entities)will not exceed$10,000,000;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 9. Paving Agent/Reaistrar. 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 4�. such laws to exercise trust powers, subject to supervision or examination by federal or state authority, and a transfer agent registered with the United States Securities and Exchange Commission(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 purposes of this Order. 14 VOL 50 PAGE 90 ry 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 10.Initial Purchaser Certificates; Exchange or Transfer of Certificates. Initially, two Certificates(the"Initial Certificate"),numbered I-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 Initial Purchaser 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. 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 (i) to issue, transfer, or exchange any Certificate during any period beginning at the opening of business 15 days before the day of the fust mailing of a notice of redemption of Certificates and ending on the close of business on the day of such mailing or(ii) to transfer or exchange any Certificate so selected for redemption in whole or in part when such redemption is scheduled to occur within 15 calendar days. Section 11.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 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 15 VOL 50 PAGE 91 I � • 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 forth, 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 hold the Certificates, all references herein to DTC shall be of no further force or effect. Section 12. 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 Purchaser. (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. it Section 13. 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 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 16 VOL a° PAGE 9a 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 14. Lost, Stolen, Destroyed, Damned, 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 appearing below. (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. �r` (f) Destruction of Paid Certificates. At any time subsequent to the payment thereof, the Paying f,iC`t 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 15. Redemption. (a)The Certificates are subject to optional redemption as described in the"Form of Certificates"appearing in Section 3 of this Order. The Certificates having stated maturities on or after September 1, 2014 shall be subject to redemption,prior to stated maturity,at the option of the County,on September 1,2013,or on any date thereafter, in whole or in part, in integral multiples of$5,000, at the redemption price of par plus accrued interest to the date of redemption. (b)At least 45 days prior to a date fixed for the redemption of Certificates,the County shall notify the Paying Agent/Registrar of its decision to exercise the right to redeem Certificates. At least 30 days prior to the date fixed for 17 VOL 5.6 PAGE 3 redemption, the Paying Agent/Registrar shall send a copy of such notice by the County to the Registered Owner of each Certificate to be redeemed. Section 16. 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, redemption, or otherwise)either(i)shall have been made or caused to be made in accordance with the terms thereof(including the giving of any required notice of redemption)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 or redemption of any Defeased Certificate. To cause a Certificate scheduled to be paid or redeemed 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. In 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 or redemption 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;provided,however,the County has reserved the option to be exercised at the time of the defeasance of the Certificates, to call for redemption,at an earlier date,those Certificates which have been defeased to their maturity date,if the County. (i) in the proceedings providing for the firm banking and financial arrangements,expressly reserves the right to call the Certificates for redemption; (ii) gives notice of the reservation of that right to the Registered Owners immediately following the making of the firm banking and financial arrangements;and(iii)directs that notice of reservation be included in any redemption notices that it authorizes. (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 same as if they had not been 18 VOL PAGE q4- • • defeased, and the County shall make proper arrangements to provide and pay for such services as required by this Order. Section 17. 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)in connection with the issuance of Additional Obligations,(iii)for the purpose of curing any ambiguity, inconsistency, or formal defect or omission herein, or(iv) in connection with any other change which is not to the prejudice of the 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 18.Sale and Delivery of Certificates. (a)Sale.The County hereby designates and empowers the County Judge and the County Clerk to take all action to sell the Certificates and execute the Purchase Contract with the Initial Purchaser in substantially the form attached hereto as Exhibit C for the purpose of the negotiated sale of the Certificates. (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 Purchaser in final form,with such changes therein or additions thereto as the officer executing the same may deem advisable,such determination to ^�I 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 is hereby ratified and wnfmmed. (c)Legal Opinion. The Initial Purchaser's 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 Purchaser. Section 19. Use of Proceeds. The proceeds from the sale of the Certificates shall be used in the following manner: (i) accrued interest on the Certificates shall be deposited to the credit of the Interest and Sinking Fund;(ii) 19 VOL g° PACE 95 $9,925,000 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)$75,000 shall be used to pay costs of issuing the Certificates. Section 20. Continuing Disclosure. (a) Annual Reports. The County shall provide annually to each nationally-recognized municipal securities information repository("NRMSIR")and to any state information depository ("SID"),within six months after the end of each fiscal year ending in or after 2003,financial information and operating data with respect to the County, being the information described in Exhibit B hereto. The type of information to be provided includes financial information and operating data with respect to the County of the general type included in the Official Statement authorized by Section 18 of this Order,being the information described in Exhibit B attached hereto. Any financial statements so to be provided shall be(i)prepared in accordance with the accounting principles described in Exhibit B attached hereto 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 shall provide audited financial statements for the applicable fiscal year to each NRMSIR and any SID when and if the audit report on such statements becomes available. If the County changes its fiscal year, it will notify each NRMSIR and any SID of the change(and of the date of the new fiscal year end)prior to the next date by which the County otherwise would be required to provide financial information and operating data pursuant to this Section. -� V ' 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 Municipal Securities Rulemaking Board (the "MSRB") that theretofore has been provided to each NRMSIR and any SID or filed with the SEC. (b) Material Event Notices. The County shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, of any of the following events with respect to the 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)calls;(ix)defeasances; (x)release, substitution,or sale of property securing repayment of the Certificates;and(xi)rating changes. The County shall notify any SID and either each NRMSIR or 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 SEC's Rule 15c2-12(the"Rule"),except that the County in any event will give notice of any deposit made in accordance with Section 16 of this Order 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 Registered Owners and 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 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 20 VOL E PAGE R 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 REGISTERED OWNER OR 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. of 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 21. Perfection of Security Interest. 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 5(a)of this Order,and such aforementioned pledge is,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 pledge of the ad valorem tax proceeds and such revenues are to be subject to the filing requirements of Chapter 9,Texas Business &Commerce Code, in order to preserve to the Registered Owners 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 22. 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. 21 VOL SD PAGE 4� • Section 23.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,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 24. Successor Registrar,Successor Paying Anent. 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 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 PropertyCode, as amended,and shall comply with the reporting requirements of Chapter 74,Texas Property Code,as amended. Section 26. 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. 22 VOL 9 PAGE 9g (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 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. (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. (g) Immediate Effect. Notwithstanding any charter provision or other applicable laws, this Order shall be immediately effective upon its adoption by the Commissioners Court. s r * PASSED AND APPROVED on first and final reading by the Commissioners Court of Brazos County,Texas, this 18th day of November,2003. `adlire/air' • County Jud: a razos County,Texas. ATTEST: oun Clerk,Brazos County,Te 23 1101 55 PAGE 9 9 x�,v • Q EXHIBIT A PAYING AGENT/REGISTRAR AGREEMENT THIS PAYING AGENT/REGISTRAR AGREEMENT entered into as of November 15, 2003 (this "Agreement"), by and between BRAZOS COUNTY, TEXAS (the "Issuer"), and JPMORGAN CHASE BANK, 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 2003"(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 purchaser thereof as provided in the Order; 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,the parties mutually agree 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 of and interest on the Securities as the same become due and payable to the registered owners thereof,all in accordance with the provisions of 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 (defined herein as the"Securities Register")as • provided herein and in the Order. The Bank hereby accepts its appointments 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 I 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 its services as Paying Agent and Registrar for municipalities, which shall be supplied to the Issuer on or before 90 days prior to the close of the Issuer's Fiscal Year,and shall be effective upon the first day of its following Fiscal Year. EXECUTION PAGE OF PAYING AGENT/REGISTRAR AGREEMENT • VOL SO •DAG /CO 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 principal 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. • "Bank Principal Payment Office"means Dallas,Texas. "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, such request signed by 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, • attested to by the County Clerk or any other officer of the Issuer,and delivered to the Bank. "Paying Agent/Registrar"means the Bank in reference to its performance of the duties and functions of this Agreement. "Person"means any individual,corporation,limited liability company,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). "Record Date" means the date upon which the person to whom interest is payable on any interest payment date is determined. "Redemption Date" when used with respect to any Security 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 EXECUTION PAGE OF PAYING AGENT/REGISTRAR AGREEMENT VOL SD PAGE (o l (_ • 0 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. "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" or "Security" have the meanings assigned to them in the recital paragraphs 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,or Redemption Date,to the Holder upon surrender of the Security to the Bank at the r•; Bank Principal Payment 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 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 Principal Payment Office the Security Register for the purpose of 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. A copy of the Security Register will be maintained by the Paying Agent/Registrar at the Bank Principal Payment Office. 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. 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 EXECUTION PAGE OF PAYING AGENT/REGISTRAR AGREEMENT VOL 66 PAGE lea • 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 Securities to facilitate transfers or exchanges thereof. The Bank covenants that the inventory of printed Securities will be kept in safekeeping pending their use, and reasonable care will be exercised by the Bank in maintaining such Securities 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 utilins 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 of 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. All Securities surrendered for payment, redemption, transfer,exchange,or replacement, if surrendered to the Bank,shall be promptly cancelled by it and,if surrendered to the Issuer,shall be delivered to the Bank and, if not already cancelled,shall be promptly cancelled by the Bank. The Issuer may at any time deliver to the Bank for cancellation any Securities previously authenticated and delivered which the Issuer may have acquired in any manner whatsoever,and all Securities so delivered shall be promptly cancelled by the Bank. All cancelled Securities held by the Bank shall be destroyed,and evidence of such destruction furnished to the Issuer at such reasonable intervals as it determines,subject to applicable rules and regulations of the Securities and Exchange Commission. 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 of securities. 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 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 EXECUTION PAGE OF PAYING AGENT/REGISTRAR AGREEMENT VOL 55 PAGE /b3 • 0 the Bank harmless. All expenses and charges associated with such indemnity and with the preparation,execution,and delivery of a replacement Security shall be borne 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 of this Agreement,Securities it has delivered upon the transfer or exchange of any Securities pursuant to Section 4.01 of this Agreement, and Securities it has delivered in exchange for or in lieu of mutilated or destroyed, lost, or stolen Securities pursuant to Section 4.06 of this Agreement. Section 4.08.Redemption of Securities.Securities which are redeemable before their stated maturity shall be redeemable in accordance with Section 15 of the Order and terms in accordance with this Article IV. Section 4.09.Notice of Redemption.Notice of redemption shall be given by the Bank in the name and at the expense of the Issuer,not less than 30 or more than 45 days prior to the date of redemption,to each registered owner of Securities to be redeemed and as otherwise required by the Order. All notices of redemption shall include the CUSIP number and statement as to: �r (a)the date of redemption; (b)the price of the Securities expressed as a percentage of par amount of the Securities; (c) the principal amount of Securities to be redeemed, and if less than all outstanding Securities are to be redeemed, the identification (and, in case of partial redemption, the principal amounts) of the Securities to be redeemed; • (d)that on the date of redemption,the principal of each of the Securities to be redeemed will become due and payable and that the interest thereon shall cease to accrue from and after said date;and (e) that the Securities to be redeemed are to be surrendered for payment of the price stated in the notice of redemption at the designated principal payment office of the Bank and the address of such office. The Bank shall, at the expense of the Issuer, provide notice to designated securities depositories and information services based upon the then-current guidelines of the Securities and Exchange Commission relating to redertiptions and refundings of municipal bonds,including the Securities. The Bank,at the expense of the Issuer,shall also provide notice to any other addressees as the Issuer shall designate in writing. 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. .•j 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. (b)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. (c)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 EXECUTION PAGE OF PAYING AGENT/REGISTRAR AGREEMENT 1101-_,_31) PEASE 10� • 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. (d) 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. • (e)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. • (f)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)Money held by the Bank hereunder shall be held for the benefit of the registered owners of the Securities. (b)The Bank shall be under no obligation to pay interest on any money received by it hereunder. (c)Except to the extent provided otherwise in the Order,any money deposited with the Bank for the payment of the principal on,or interest on any security and remaining unclaimed for three years after the dates such amounts have become due and payable shall be reported and disposed of by the Bank in accordance with the provisions of Title 6 of the Texas Property Code,as amended,to the extent that such provisions are applicable to such amounts. '.: 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 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 either Brazos County, Texas. or another Texas county in which the Bank maintains administrative offices, and agree that service of process by certified or registered mail, return receipt requested, to the addresses EXECUTION PAGE OF PAYING AGENT/REGISTRAR AGREEMENT Ll�l 53 ?ACE /85 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," effective February 20, 2002, which establishes requirements for securities to be eligible for such type of 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. 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 made herein by the Issuer shall bind its successors and assigns,whether so expressed or not 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 he 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 C' 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. EXECUTION PAGE OF PAYING AGENT/REGISTRAR AGREEMENT VOL PAGE 10(0 • 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 V shall survive and remain in full force and effect following the termination of this Agiecmcnt. 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. JPMORGAN CHASE BANK Attest: Dallas,Texas By By Title Title Address: 2001 Bryan,10'"Floor Dallas,Texas 75201 (BANK SEAL) Attest: BRAZOS G.7.TY, • . BY County Clerk -j 'ounty Judge Address: 300 East 26 Street (ISSUER SEAL) Bryan,Texas 77803 EXECUTION PAGE OF PAYING AGENT/REGISTRAR AGREEMENT VOL 6O PAGE la 7 SCHEDULE I Paying Agent/Registrar Fee Schedule (To be famished by the Bank) • CT } S-1 UOL50 PAGE�ag tom' EXHIBIT B DESCRIPTION OF ANNUAL FINANCIAL INFORMATION The following information is referred to in Section 20 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 .44 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. • • +21 • B-1 VOL 3o PAGE JD 9 G1A EXHIBIT C PURCHASE CONTRACT C-1 VOL be PAGE /f°