HomeMy WebLinkAbout1996-07-09-1100AM-Regular01
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JUL - I AM 11: 29
q~a.~ _ C;ERK
BRAZOS COUNTY
BRYAN. TEXAS Bonec Y y r cou u e
OEPUTr
AGENDA
BRAZOS COUNTY COMMISSIONERS
SPECIAL COURT MEETING
Y
THE COMMISSIONERS COURT WILL MEET IN SPECIAL SESSION ON TUESDAY,
JULY 9, 1996 AT 11:00 A.M. IN THE COMMISSIONERS COURTROOM OF THE
BRAZOS COUNTY COURTHOUSE, 300 EAST 26TH STREET, SUITE 115, BRYAN,
TEXAS.
THE TOPIC FOR THE MEETING IS THE CONSIDERATION AND ADOPTION OF AN
ORDER AUTHORIZING THE ISSUANCE OF $8,500,000 BRAZOS COUNTY, TEXAS
CERTIFICATES OF OBLIGATION, SERIES 1996, AND OTHER MATTERS RELATED
THERETO.
The building is wheelchair accessible. Handicap parking spaces are available. Any request for
sign interpretive services must be made 48 hours before the meeting. To make arrangements,
call (409) 361-4102.
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COMMISSIONERS' COURT
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REGULAR MEETING
JULY 9, 1996
The Commissioners Court of Brazos County convened in
regular session, open to the public, on July 9, 1996, at the
meeting place designated in the notice, and the roll was
called of the members, to wit: Alvin W. Jones, County Judge,
and the following Commissioners: Gary Norton, Sandie Walker,
Randy Sims, and Carey Cauley, Jr.
All members of the Court were present, thus constituting
a quorum. Whereupon among other business, the following was
transacted at the Meeting: a written ORDER AUTHORIZING THE
ISSUANCE OF $8,500,000 BRAZOS COUNTY, TEXAS CERTIFICATES OF
OBLIGATION, SERIES 1996, AND OTHER MATTERS RELATED THERETO
(the "Resolution") was duly introduced for the consideration
of the Court and read in full. It was then duly moved and
seconded that the Resolution be finally passed and adopted;
and after due discussion, such motion, carrying with it the
adoption of the Resolution prevailed and carried by the
following vote:
YES: 5 NOES: 0 ABSTENTIONS: 0
A copy of all documents are attached and made a part of
these minutes.
The Court proceeded to consider bids received for the
sale of $8,500,000 Certificates of Obligation. Don Grimes,
representative of Coastal Securities and the County's
financial advisor read aloud the following bids received:
BIDDER NET EFFECTIVE RATE
Coastal Securities 5.771291 %
Dain Bosworth, Inc. 5.728388 %
Wm. R. Hough & Co. 5.727267 %
Southwest Securities 5.771789 %
Dean Witter Reynolds 5.709303 %
Legg Mason 5.758961 %
Mr. Grimes recommended acceptance of the bid submitted by Dean
Witter Reynolds with the net effective interest rate of
5.709303 per cent as the lowest and best bid. On motion by
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Commissioner Norton, seconded by Commissioner Cauley, the
Court voted unanimously to accept 'the bid of Dean Witter
Reynolds and to ward the sale of the $8,500,000 Certificates
of Obligations to Dean Witter Reynolds with an effective
interest rate of 5.709303 per cent.
There being no further business to come before the Court,
the meeting was adjourned.
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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 "Court") convened in regular session, open to the public,
on July 9, 1996, at the meeting place designated in the notice (the "Meeting"), and the roll was called of the
members, to wit: Alvin W. Jones, County Judge, and the following Commissioners: Gary Norton, Sandie Walker,
Randy Sims, and Carey Cauley, Jr.
All members of the Court were present, except all present
thus constituting a quorum. Whereupon among other business, the following was transacted at the Meeting: a
written
ORDER AUTHORIZING THE ISSUANCE OF $8,500,000 BRAZOS COUNTY, TEXAS
CERTIFICATES OF OBLIGATION, SERIES 1996, AND OTHER MATTERS RELATED
THERETO
(the "Resolution") was duly introduced for the consideration of the Court and read in full. It was then duly
moved and seconded that the Resolution be finally passed and adopted; and after due discussion, such motion,
carrying with it the adoption of the Resolution prevailed and carried by the following vote:
YES: 5 NOES: 0 ABSTENTIONS: 0 .
2. A true, full, and correct copy of the Resolution adopted at the Meeting is attached to and follows this
Certificate; the Resolution has been duly recorded in the Court's minutes of the Meeting; the above and foregoing
paragraph is a true, full, and correct excerpt from the Court's minutes of the Meeting pertaining to the adoption
of the Resolution; the persons named in the above and foregoing paragraph are duly chosen, qualified, and acting
officers and members of the Court as indicated therein; each of the officers and members of the Court was duly
and sufficiently notified officially and personally, in advance, of the time, place, and purpose of the Meeting, and
that the Resolution 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.
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3. Mary Ann Ward is the duly appointed and acting County Clerk pf the County.
SIGNED AND SEALED THIS July 9, 1996.
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County CI Brazos County, Texas Coun udga. razo ourty. Texas
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ORDER AUTHORIZING THE ISSUANCE OF $8,500,00 BRAZOS COUNTY, TEXAS
CERTIFICATES OF OBLIGATION, SERIES 1996, AND OTHER MATTERS RELATED
THERETO
WHEREAS, the Commissioners Court of Brazos County (the "Issuer" or the "County") deems it
advisable to issue Certificates of Obligation hereinafter described (the "Certificates") in the original aggregate
principal amount of $8,500,000 for the purposes described in Section 3;
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");
WHEREAS, the Commissioners Court has heretofore, on May 14, 1996, passed a resolution
authorizing and directing the County Clerk to give notice of intention to issue the Certificates, which notice
has been duly published in the Bryan-College Station Eagle, which is a newspaper of general circulation in
the County, in its issues of May 21, 1996 and May 28, 1996, the date of the first publication being at least 14
days prior to the tentative date stated in the notice for passage of an order authorizing the Certificates;
WHEREAS, the Commissioners Court determined to delay the authorization of the Certificates to the
date of adoption of this Order;
WHEREAS, the County has received no petition from the qualified electors of the County protesting
the issuance of the Certificates; and
WHEREAS, it is now 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 1996" (the "Certificates"), in the original aggregate principal
amount of $8,500,000 payable from ad valorem taxes and a pledge of the revenues of the County's
convention and meeting facilities known as the Brazos Center as described in and for the purposes described
in the Form of Definitive Certificates contained in Section 3 hereof.
Section 2. Date Denominations Numbers and Maturities of the Certificates. The Certificates shall
be dated as of July 1, 1996, shall be in denominations of $5,000 or any integral multiple thereof, shall be
numbered 1-1 and consecutively from R-1 upward, shall mature on March 1 in each of the years, in the
principal amounts and bear interest from the dated date thereof, as provided by future order of the
Commissioners Court unless theretofore called for redemption prior to maturity in accordance with the
provisions of the Form of the Certificates contained in Section 3 hereof, and interest on the certificates shall
be payable on March 1, 1997 and on each September 1 and March I thereafter through the respective
maturity date or earlier redemption, to wit:
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Year of Principal Interest Year of Principal Interest
Stated Maturity Amount Rate Stated Maturity Amount Rate
1999 $270,000 7.25% 2008 $465,000 5.40%
2000 285,000 7.25 2009 495,000 5.50
2001 305,000 7.25 2010 525,000 5.50
2002 325,000 7.25 2011 555,000 5.50
2003 345,000 7.25 2012 590,000 5.50
2004 365,000 7.25 2013 625,000 5.50
2005 385,000 7.25 2014 665,000 5.50
2006 410,000 5.65 2015 705,000 5.50
2007 435,000 5.30 2016 750,000 5.50
Section 3. General Characteristics and Form of the Certificates. The Certificates shall be issued,
shall be payable, may be redeemable prior to their scheduled maturities, shall have the characteristics, and
shall be signed and executed (and the Certificates shall be sealed) 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 each of the
Initial Certificates, the Form of the Authentication Certificate, [the Form of Statement of Insurance], and the
Form of Assignment, which shall be, respectively, substantially as follows, with necessary and appropriate
variations, omissions, and insertions as permitted or required by this Order, and the definitions contained
within each such form shall apply solely to such form:
FORM OF DEFINITIVE CERTIFICATES
United States of America
State of Texas
NUMBER' DENOMINATION
R- $
REGISTERED REGISTERED
BRAZOS COUNTY, TEXAS
CERTIFICATE OF OBLIGATION, SERIES 1996
INTEREST RATE: MATURITY DATE: DATED DATE: CUSIP NO.:
% July 1, 1996
REGISTERED OWNER:
PRINCIPAL AMOUNT: $
BRAZOS COUNTY, TEXAS (the "Issuer" or the "County"), a body corporate and a political subdivision
of the State of Texas, promises to pay to the Registered Owner, specified above, or registered assigns (the
n "Registered Owner"), on the Maturity Date, specified above, upon presentation and surrender of this
Certificate at the designated payment office of TEXAS COMMERCE BANK NATIONAL ASSOCIATION,
Houston, Texas, or its successor (the "Paying Agent/Registrar"), the Principal Amount, specified above, in
lawful money of the United States of America, and to pay interest thereon at the Interest Rate, specified
above, calculated on the basis of a 360-day year of twelve 30-day months, from the Dated Date, specified
above. Interest on this Certificate is payable by check payable on March 1, 1997, and each September 1 and
March I thereafter, mailed to the Registered Owner of record as shown on the books of registration kept by
the Paying Agent/Registrar, as of the date which is the fifteenth calendar day of the month next preceding the
interest payment date (the "Record Date"), or in such other manner as may be acceptable to the Registered
Owner and the Paying Agent/Registrar. In the event of a non-payment of interest on a scheduled payment
date, and for 30 days thereafter, a new record date for such payment (a "Special -Record Date") will be
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established by the Paying Agent/Registrar, if and when funds for the payment thereof have been received
from the Issuer. 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 books of the Paying Agent/Registrar at the
close of business on the last business day next preceding the date of mailing of such notice.
THIS CERTIFICATE is one of a series of Certificates (the "Certificates"), dated as of the Dated
Date, of like designation, date, and tenor, except as to number, interest rate, denomination, and maturity
issued pursuant to the Order adopted by the Commissioners Court on July 9, 1996 (the "Order"), in the
original aggregate principal amount of $8,500,000 for the purpose of paying contractual obligations of the
County to be incurred for the design, planning, acquisition, construction, and equipping of a juvenile
detention center and the site therefor and road and bridge improvements and construction, and payment of
costs of issuance.
*REFERENCE 1S 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 Issuer and countersigned with the manual or facsimile signature of the County
Clerk of the Issuer, and the official seal of the Issuer has been duly impressed, or placed in facsimile, on this
Certificate.
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
County Clerk County Judge
(COMMISSIONERS COURT SEAL)
• Include in printed Certificates
Move to end of typewritten Certificates
(Back Panel of Certificates)
THE CERTIFICATES are issued pursuant to the Order wherewider the Commissioners Court _ of the
County covenants to levy a continuing, direct, annual ad valorem tax on taxable property within the County,
within the limits prescribed by law, for each year while any part of the Certificates are considered outstanding
under the provisions of the Order, in a sufficient amount to pay interest on each Certificate as it becomes due,
to provide a sinking fund for the payment of the principal of the Certificates when due, and to pay the
expenses of assessing and collecting such tax, and the Certificates are additionally secured by and payable
from a pledge of and lien on the surplus revenues of the Issuer's convention and meeting facility known as
the Brazos Center. Reference is hereby made to the Order for provisions with respect to the custody and
application of the County's funds, remedies in the event of a default hereunder or thereunder, and the other
rights of the Registered Owner. By acceptance of this Certificate, the Registered Owner consents to all of the
provisions of the Order, a certified copy of which is on file in the office of the County Clerk.
The County reserves the right, at its option, to redeem prior to stated maturity the outstanding
Certificates, in whole or in part, on September 1, 2006, and on any date thereafter, at the redemption price of
par plus accrued interest. If less than all of the Certificates are to be redeemed, the County shall determine
the amounts and stated maturities to be redeemed, and if less than all of the Certificates within a stated
maturity are to be redeemed, the County shall direct the Paying Agent/Registrar to select at random the
particular Certificates or portions thereof to be redeemed.
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At least 30 days prior to the date fixed for any redemption of the Certificates or portions thereof, prior to
stated maturity, the County shall cause notice of such redemption to be sent by United States mail, first-class
postage prepaid, to the registered owner of each Certificate or a portion thereof, to be redeemed at its address
as it appeared on the registration books of the Paying Agent/Registrar on the day such notice of redemption is
mailed. By the date fixed for any such redemption, due provision shall be made with the Paying
Agent/Registrar for the payment of the required redemption price for the Certificates or portions thereof,
which are to be so redeemed. If such notice of redemption is given and if due provision for such payment is
made, all as provided above, the Certificates or portions thereof, which are to be so redeemed thereby
automatically shall be treated as redeemed prior to their scheduled maturities, and they shall not bear interest
after the date fixed for redemption, and they shall not be regarded as being outstanding except for the right of
the registered owner to receive the redemption price from the Paying Agent/Registrar out of the funds
provided for such payment.
THIS CERTIFICATE IS TRANSFERABLE OR EXCI-IANGEABLE only upon presentation and
surrender at the designated payment office of the Paying Agent/Registrar. If this Certificate is being trans-
ferred, it shall be duly endorsed for transfer or accompanied by an assignment duly executed by the
Registered Owner, or his authorized representative, subject to the terms and conditions of the Order. If this
Certificate is being exchanged, it shall be in the principal amount of $5,000 or any integral multiple thereof,
subject to the terms and conditions of the Order. The Paying Agent/Registrar is not required to accept any
Certificate for transfer or exchange during the 45 days prior to the date fixed for the redemption of such
Certificate; provided, however, such limitation of transfer shall not be applicable to an exchange by the
Registered Owner of the unredeemed balance of a Certificate called for redemption in part. The Registered
Owner of this Certificate shall be deemed and treated by the County and the Paying Agent/Registrar as the
absolute owner hereof for all purposes, including payment and discharge of liability upon this Certificate to
the extent of such payment, and the County and the Paying Agent/Registrar shall not be affected by any
notice to the contrary.
IN THE EVENT any Paying Agent/Registrar for the Certificates is changed by the County, resigns,
or otherwise ceases to act as such, the County has covenanted in the Order that it promptly will appoint a
competent and legally qualified substitute therefor, and cause written notice thereof to be mailed to the
Registered Owners.
IT IS HEREBY CERTIFIED, COVENANTED, AND REPRESENTED that all acts, conditions, and
things necessary to be done precedent to the issuance of the Certificates in order to render the same legal,
valid, and binding obligations of the County have happened and have been accomplished and performed in
regular and due time, form, and manner, as required by law; that provision has been made for the payment of
the principal of and interest on the Certificates by the levy of a continuing, direct, annual ad valorem tax
upon all taxable property within the County, within the limit prescribed by law, and the above described
pledge of revenues; and that issuance of the Certificates does not exceed any constitutional or statutory
limitation.
BY BECOMING the Registered Owner of this Certificate, the Registered Owner thereby
acknowledges all of the terms and provisions of the Order, agrees to be bound by such terms and provisions,
and agrees that the terms and provisions of this Certificate and the Order constitute a contract between each
Registered Owner and the County.
The Initial Certificate of Obligation shall be in the form set forth above for the Definitive Certificates
of Obligation, except the following shall replace the heading and the first paragraph:
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NO. I-1 $8,500,000
United States of America
State of Texas
BRAZOS COUNTY, TEXAS
CERTIFICATE OF OBLIGATION, SERIES 1996
Dated Date: JULY 1, 1996
Registered Owner.
Principal Amount: EIGHT MILLION FIVE HUNDRED THOUSAND DOLLARS ($8,500,000)
BRAZOS COUNTY, TEXAS (the "County" or "Issuer"), for value received, acknowledges itself
indebted to and hereby promises to pay to the order of the Registered Owner, specified above, or the
registered assigns thereof (the "Registered Owner"), the Principal Amount, specified above, with principal
installments payable on March 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
5
(Information to be inserted from schedule in Section 2 hereof.)
INTEREST on the unpaid Principal Amount hereof from the Dated Date, specified above, or from the
most recent interest payment date to which interest has been paid or duly provided for until the Principal
Amount has become due and payment thereof has been made or duly provided for shall be paid computed on
the basis of a 360-day year of twelve 30-day months; such interest being payable on March 1, 1997 and each
September 1 and March 1 thereafter.
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 TEXAS COMMERCE BANK NATIONAL ASSOCIATION,
Houston, Texas, which is the "Paying 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 by the Registration Books kept by the Paying Agent/Registrar at the close of business
on the Record Date by check drawn by the Paying Agent/Registrar on, and payable solely from, funds of the
Issuer 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 kept by the
Paying Agent/Registrar, as hereinafter described. The record date ("Record Date") for payments hereon
means the fifteenth 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 Issuer. 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 books of the Paying
Agent/Registrar at the close of business on the last business day next preceding the date of mailing of such
notice. The Issuer 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
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on this Certificate, when due, in the manner set forth in the Order defined below.
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 finds that this Certificate 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 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
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FORM OF AUTHENTICATION CERTIFICATE
AUTHENTICATION CERTIFICATE
This Certificate 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 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.
~ Texas
Paying AgenL egistrar
Registration Date: By
Authorized Signature
FORM OF ASSIGNMENT
ASSIGNMENT `
FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto
(Please insert Social Security or Taxpayer (Please print or typewrite name and address, including zip
Identification Number of Transferee) code, of Transferee)
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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. ,
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Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by a NOTICE: The signature above must correspond
member firm of the New York Stock Exchange or with the name of the Registered Owner as it
a commercial bank or trust company. appears upon the front of this Certificate of
Obligation in every particular, without alteration
or enlargement or any change whatsoever.
The following abbreviations, when used in the Assignment above or on the face of the within
Certificate of Obligation, shall be construed as though they were written out in full according to applicable
laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in common
UNIF GIFT MIN ACT - Custodian under Uniform Gifts to Minors Act
(Cult) (Minor)
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(State)
Additional abbreviations may also be used though not in the list above.
[FORM OF STATEMENT OF INSURANCE]
STATEMENT OF INSURANCE
Financial Security Assurance Inc. ("Financial Security"), New York, New York, ha, delivered its
municipal bond insurance policy with respect to the scheduled 'paymcrits due of principal of and interest on
this Certificate to Texas Commerce Bank National Association, or its successor, as paying agent for the
Certificates (the "Paying Agent"). Said Policy is on file and available for inspection at the principal office of
the Paying Agent and a copy thereof may be obtained from Financial Security or the Paying Agent.
[END OF FORMS]
In case any officer of the County whose manual or facsimile signature shall appear on any Certificate
shall cease to be such officer before the delivery of any such Certificate, such manual or facsimile signature
shall nevertheless be valid and sufficient for all purposes as if such officer had remained in office until such
delivery. Any Certificate which bears the facsimile signature of such person who at the actual time of the
delivery of such Certificate shall be an officer authorized to sign such Certificate, but who at the date of such
Certificate was not such an officer, shall be validly and sufficiently signed for all purposes as if such person
had been such officer at the date of such Certificate. The County authorizes the printing of a true and correct
copy of an opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P., Attorneys, relating to the validity and
enforceability of the Certificates under Texas law and the status of interest on the Certificates under federal
income tax laws on the reverse side of each of the Certificates over a certificate of identification executed by
the facsimile signature of the County Clerk, and also authorizes the imprinting of CUSIP (the American
Bankers Association's Committee on Uniform Securities Identification Procedures) numbers on the
Certificates; provided, however, that the failure of such opinion, certificate, or CUSIP numbers to appear on
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any Certificate, or any errors therein, or in any part of the Certificate the form of which is not included in this
-
Order, shall in no way affect the validity or enforceability of the Certificates or relieve the Initial Purchaser
(hereinafter defined) of its obligation to accept delivery of and pay for the Certificates.
"
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 terns shall have the following meanings, respectively: E
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"Additional Obligations' ions" - 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
Pledged Revenues to the same extent as pledged for and in all things on a parity with the lien of the
Certificates.
"Brazos Center" - The convention and meeting facilities owned by the County.
"Certificates" - Any Certificate or Certificates or all of the Certificates, as the case may be, of that
series styled "Brazos County, Texas Certificates of Obligation, Series 1996" in the original aggregate principal
amount of $8,500,000 authorized by this Order.
"Code" - The Internal Revenue Code of 1986, as amended.
"Government Obligations" - Direct obligations of, or obligations the principal of and interest on
which are unconditionally guaranteed by, the United States of America, which are non-callable prior to the
respective stated maturities of the Certificates and may be United States Treasury Obligations such as the
State and Local Government Series and may be in book-entry form.
"initial Certificate" - The Certificate registered by the Comptroller of Public Accounts as described in
Section 11 hereof.
"Initial Purchaser" - Dean Witter Reynolds Inc.
.
"Interest Payment Date" - When used in connection with any Certificate, shall mean March 1, 1997,
and each September 1 and March 1 thereafter until maturity or earlier redemption of such Certificate.
"Issuer" or "County" - Brazos County, Texas, a body corporate and a political subdivision of the
State of Texas, or any successor thereto.
"Official Statement" - The disclosure document dated as of June 25, 1996 distributed by the County
in connection with the offering and sale of the Certificates.
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"Order" - This "Order Authorizing the Issuance of $8,500,000 Brazos County, Texas Certificates of
Obligation, Series 1996, and Other Matters Related Thereto" adopted by the Commissioners Court on July 9,
1996.
"Owner" - Any person who shall be the registered owner of any outstanding Certificates.
"Paving Agent/Registrar" - Texas Commerce Bank National Association, Houston, 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 this Order.
"Paving Agent/Registrar Agreement" - The agreement dated as of July 1, 1996, between the Paying
Agent/Registrar and the County relating to the registration, authentication, and transfer of the Certificates.
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"Pledged Revenues" - All surplus revenues, income, and receipts of every nature derived or received
by the County from the operation and ownership of the Brazos Center.
"Record Date" - The fifteenth calendar day of the month next preceding the applicable Interest
Payment Date.
"Register" - 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 Owner.
Section S. 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. A special "Brazos County
Certificates of Obligation Series 1996 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 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. 1
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During each year while any of the Certificates or interest thereon are outstanding and unpaid, the
governing body of the County 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 latest approved tax rolls of the County, with full allowances being
made for tax delinquencies and the cost of tax collection. The rate and amount of ad valorem tax is hereby
levied, and is hereby ordered to be levied, against all taxable property in the County for each year while any
of the 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 the Pledged Revenues permitted to
be pledged by Section 320.073, Texas Local Government Code. The County shall deposit Pledged Revenues
to the credit of the Interest and Sinking Fund created pursuant to this section to the extent needed to pay ,
principal and interest on the Certificates. Notwithstanding the requirements of this section, if Pledged
Revenues 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 the Pledged a
Revenues then on deposit in the Interest and Sinking Fund or budgeted for deposit therein.
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 Pledged Revenues that may be prior and superior in right to, on a parity
with, or junior and subordinate to the pledge of the Pledged Revenues securing the Certificates.
(b) Construction Fund. A special "Brazos County Certificates of Obligation, Series 1996
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, and 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.
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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.
(b) Amounts Received from Investments. Except as otherwise provided by law, amounts received
from the investment of any money in the Construction Fund may only be used for one of the purposes for
which the Certificates have been issued or deposited in the Interest and Sinking Fund. 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.
Section 7. Covenants of the County. (a) General Covenants.
(i) The County is a duly created and existing county of the State of Texas (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 Owners thereof are and will be valid and enforceable obligations of
the County in accordance with their terms.
(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:
• (i) Will 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) Will 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) Has or will obtain lawful title to the lands, buildings, structures, and facilities
constituting the Brazos Center; will defend the title to all the aforesaid lands, buildings, structures,
and facilities, and every part thereof, for the benefit of the Owners of the Certificates and Additional
Obligations, against the claims and demands of all persons whomsoever; is lawfully qualified to
pledge the Pledged Revenues to the payment of the Certificates and Additional Obligations in the
manner prescribed herein; and has lawfully exercised such rights.
(iv) Will 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
Brazos 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.
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(v) Will continuously and efficiently operate the Brazos Center, and pay the operating costs
and maintain the Brazos Center in good condition, repair, and working order, all at reasonable cots.
(vi) Will not additionally encumber the Pledged Revenues in any manner, except as
permitted by any order in connection with outstanding bonds or Additional Obligations which may be
issued by the County.
(vii) Will not sell, convey, mortgage, encumber, or in any manner transfer title to, or
otherwise dispose of the Brazos Center, or any significant or substantial part thereof; provided 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 resolution of the Commissioners Court that no such replacement or substitute is necessary.
(viii) Will keep proper books of record and account in which full, true, and correct entries
: will be made of all dealings, activities, and transactions relating to the Brazos Center, the Pledged
Revenues, and 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 of any
Owner.
(ix) 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 Brazos 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 Brazos Center.
(x) 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 Brazos 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 Internal Revenue Code of 1986, as amended (the "Code"), the interest on
which is not includable in "gross income" for federal income tax purposes. In furtherance thereof, the County
specifically covenants as follows:
(i) To refrain from taking any action which would result in the Certificates being treated as
"private activity bonds" within the meaning of section 141(b) 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 Resolution or any underlying arrangement, directly or indirectly, secure
or provide for the payment of more than 100/a of the debt service on the Certificates, in contravention
of section 141(b)(2) of the Code; '
(iii) To take any action to assure that in the event that the "private business use" described in
paragraph (ii) hereof exceeds S% 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;
11
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(iv) To take any action to assure that no amount which is greater than the lesser of
$5,000,000 or 5% of the proceeds of the Certificates is directly or indirectly used to finance loans to
persons, other than state or local governmental units, in contravention of section 141(c) of the Code;
(v) To refrain from taking any action which would result in the Certificates being "federally
guaranteed" within the meaning of section 149(b) of the Code;
(vi) Except to the extent permitted by section 148 of the Code and the regulations and
rulings thereunder, to refrain from using any portion of the proceeds of the Certificates, directly or
indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire
investment property (as defined in section 148(b)(2) of the Code) which produces a materially higher
yield over the term of the Certificates.
(vii) To otherwise restrict the use of the proceeds of the Certificates or amounts treated as
proceeds of the Certificates, as may be necessary, so that the Certificates do not otherwise contravene
the requirements of section 148 of the Code (relating to arbitrage) and, to the extent applicable,
section 149(d) of the Code (relating to advance refundings);
(viii) Except to the extent otherwise provided in section 148(f) of the Code and the
regulations and rulings thereunder, to pay to the United States of America at least once during each
five year period (beginning on the date of delivery of the Certificates) an amount that is at least equal
to 90% of the "Excess Earnings," within the meaning of section 148(f) of the Code, and to pay to the
United States of America, not later than 60 days after the Certificates have been paid in full, 100% of
the amount then required to be paid as a result of Excess Earnings under section 148(f) of the Code;
and
(ix) To maintain such records as will enable the County to fulfill its responsibilities under
this subsection and section 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.
For the purposes of the foregoing, in the case of a refunding bond, the term proceeds includes transferred
proceeds and, for purposes of paragraphs (ii) and (iii), proceeds of the refunded obligations.
The covenants contained herein are intended to assure compliance with the Code and any regulations
or rulings promulgated by the U.S. Department of Treasury pursuant thereto. In the event that regulations or
rulings are hereafter promulgated which modify or expand provisions of the Code, as applicable to the
Certificates, the County will not be required to comply with any covenant contained herein to the extent that
such modification or expansion, in the opinion of nationally-recognized bond counsel, will not adversely
affect -the exclusion from gross income of interest on the Certificates under section 103 of the Code. In the
event that regulations or rulings are hereafter promulgated which impose additional requirements which are
applicable to the Certificates, the County agrees to comply with the additional requirements to the extent
necessary, in the opinion of nationally-recognized bond counsel, to preserve the exclusion from gross income
of interest on the Certificates under section 103 of the Code.
Proper officers of the County charged with the responsibility of issuing the Certificates are hereby
authorized and directed to execute any documents, certificates, or reports required by the Code and to make
such elections, on behalf of the County, which may be permitted by the Code as are consistent with the
purpose for the issuance of the Certificates.
Notwithstanding any other provision in this Resolution, 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.
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Section 8. Designation as Qualified Tax-Exempt Obligations. The County hereby designates the
Certificates as "qualified tax-exempt obligations" as defined in section 265(bx3) of the Code. In furtherance
of such designation, the County represents, covenants, and wan-ants 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 1996 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/Registrar. The Paying Agent/Registrar is hereby appointed as paying agent
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 and premium, if any, on 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 Owner, of record as of the Record
Date, to the address of such Owner as shown on the Register, or in such other manner as may be acceptable
to the 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 Owner of such Certificate for the purpose of making and receiving
payment of the principal thereof and premium, if any, thereon, 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 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 Register at
its designated 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 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,
authorized under such laws to exercise trust powers, subject to supervision or examination by federal or state
authority, and a transfer agent registered with the Securities and Exchange Commission. In such event, the
County shall give notice by certified mail to each 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 thii Order.
The County Judge and County Clerk are hereby authorized to enter into, execute, and deliver the
Paying Agent/Registrar Agreement to the initial Paying Agent/Registrar in substantially the form presented to
the County on this date.
Section 10. Initial Certificate: Exchange or Transfer of Certificates. Initially, one Certificate (the
"Initial Certificate") numbered 1-1 and being in the principal amount of the Certificates shall be registered in
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the name of the Initial Purchaser and shall be executed and submitted to the Attorney General of Texas for
approval, and thereupon certified by the Comptroller of Public Accounts of the State of Texas 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 Owner
may deliver the Initial Certificate to the Paying Agent/Registrar for exchange, accompanied by instructions
from the 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 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 therefore, 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 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 first
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. Sale and Delivery of Certificates. It is hereby found that the Initial Purchaser has
submitted the best bid for the Certificates, therefore, the Certificates are hereby sold at a price of par and shall
be delivered to the Initial Purchaser. The Certificates shall initially be registered in the name of the Initial
Purchaser. The officers of the Issuer are hereby authorized and directed to execute and deliver such
certificates, instruction, or other instruments as are required or necessary to accomplish the purposes of this
Order.
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 of the State of Texas 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 of `Public Accounts of the State of Texas. 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.
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(b) Execution of Order. The County Judge and the County Clerk are authorized to execute the
Certificate to which this Order is attached on behalf of the County and to do any and all things proper and
necessary to carry out the intent thereof.
Section 13. Remedies of Owners. In addition to all rights and remedies of any Owner of the
Certificates provided by the laws of the State of Texas, 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, the
Owner of any of the Certificates 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 Owner to exercise
any right or power accruing to such Owner upon default shall impair any such right or power, or shall be
construed to be a waiver of any such default or acquiescence therein, and every such right or power may be
exercised from time to time and as often as may be deemed expedient. The specific remedies mentioned in
this Order shall be available to any Owner of any of the Certificates and shall be cumulative of all other
existing remedies.
Section 14. Lost, Stolen, Destroyed. Damaged or Mutilated Certificates: Destruction of Paid
Certificates. (a) Replacement Certificates. In the event any outstanding Certificate shall become lost, stolen,
destroyed, damaged, or mutilated, at the request of the Owner thereof, the County shall cause to be executed,
registered by the Paying Agent/Registrar, and delivered a substitute Certificate of like date and tenor, in
exchange and substitution for and upon cancellation of such mutilated or damaged Certificate, or in lieu of
and substitution for such Certificate, lost, stolen, or destroyed, subject to the provisions of subsections (b), (c),
(d) and (e) of this Section.
(b) Application and Indemnity. Application for exchange and substitution of lost, stolen, destroyed,
damaged, or mutilated Certificates shall be made to the County. In every case the applicant for a substitute
Certificate shall furnish to the County such deposit for fees and costs as may be required by the County to
save it and the Paying Agent/Registrar harmless from liability. In every case of loss, theft, or destruction of a
Certificate, the applicant shall also furnish to the County indenmity to the County's satisfaction and shall file
with the County evidence to the County's satisfaction of the lass, theft, or destruction and of the ownership of
such Certifcate. 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 which is then continuing in payment of the
principal of or interest on the Certificates, 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
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.
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(f) Destruction of Paid Certificates. At any time subsequent to the payment thereof, the Paying
Agent/Registrar is authorized to cancel and destroy any Certificates duly paid, and promptly after any such
destruction, the Paying Agent/Registrar shall furnish to the County a certificate evidencing such destruction.
Section 15. Defeasance. Any Certificate shall be deemed to be paid and shall iio longer be considered
to be a "Certificate" within the meaning of this Order when payment of the principal of and the premium, if
any, on such Certificate, plus interest thereon to the due date thereof (whether such due date be by reason of
maturity or upon redemption as provided in this Order or otherwise) either (i) shall have been made or caused
to be made in accordance with the terms thereof or (ii) shall have been provided for by depositing with an
escrow agent (the "Escrow Agent"), for such payment, (a) money sufficient to make such payment or (b)
Governmental Obligations certified by an independent public accounting firm of national reputation to be of
such maturities and interest payment dates and to bear such interest as will, without further investment or
reinvestment of either the principal amount thereof or the interest earning therefrom (likewise to be held in
trust and committed, except as hereinafter provided), be sufficient to make such payment or (c) a combination
of money and Governmental Obligations together so certified to be sufficient; provided, however, that all the
expenses pertaining to the Certificates with respect to which such deposit is made shall have been paid or the
payment thereof provided for to the satisfaction of the Escrow Agent. Notwithstanding anything herein to the
contrary, no such deposit shall have the effect described in this Section if made during the subsistence of a
default in the payment of any Certificate unless made with respect to all of the Certificates then outstanding.
Any money and Governmental Obligations deposited for such purpose shall be held by the Escrow Agent in a
segregated account in trust or escrow for the Owners with respect to which such deposit is made and, together
with any investment income therefrom, shall be disbursed solely to pay the principal of and interest on such
Certificates when due. No money or Governmental Obligations so deposited shall be invested or reinvested
unless in Governmental Obligations and unless such money and Governmental Obligations not invested and
such new investments are together certified by an independent public accounting firm of national reputation to
be of such amounts, maturities, and interest payment dates and to bear such interest as will, without further
investment or reinvestment of either the principal amount thereof or the interest earnings therefrom, be
sufficient to make such payment. At such times as a Certificate shall be deemed to be paid hereunder, as
aforesaid, they shall no longer be entitled to the benefits of this Order, except for the purposes of any such
payment from such money or Governmental Obligations.
Section 16. Order a Contract-, Amendments. This Order shall constitute a contract with the Owners,
from time to time, of the Certificates, binding on the County and its successors and assigns, and shall not be
amended or repeale3 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 Owners, amend, change, or modify this
Order as may be required by the provisions hereof, for the purpose of curing any ambiguity, inconsistency, or
formal defect or omission herein, or in connection with any other change which is not to the prejudice of the
Owners. The County may, with the written consent of the Owners of a majority in aggregate principal
amount of Certificates then outstanding affected thereby, amend, change, modify, or rescind any provisions of
this Order; provided, however, that without the consent of all of the 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 to the rate of interest thereon, or in any other
way modify the terms of payment of the principal of or interest on Additional 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. Whenever the County shall desire to
make any amendment or addition to or rescission of this Order requiring consent of the Owners, the County
shall cause notice of the amendment, addition, or rescission to be given as described above for a notice of
redemption. Whenever 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 Owners of the
Certificates then outstanding affected by any such amendment, addition, or rescission requiring the consent of
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
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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 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 17. Book-Entry Only System. It is intended that the Certificates initially be registered so as
to participate in a securities depository system (the "DTC System") with The Depository Trust Company,
New York, New York, or any successor entity thereto ("DTC'), as set forth herein. Each stated maturity of
the Certificates shall be issued (following cancellation of the Initial Note) in the form of a separate single
definitive Note. Upon issuance, the ownership of each such Note shall be registered in the name of Cede &
Co., as the nominee of DTC, and all of the outstanding Certificates shall be registered in the name of Cede &
Co., as the nominee of DTC. The County and the Paying Agent/Registrar are authorized to execute, deliver,
and take the actions set forth in such letters to or agreements with DTC as shall be necessary to effectuate the
DTC System, including the Letter of Representations (the "Representation Letter").
With respect to the Certificates registered in the name of Cede & Co., as nominee of DTC, the
County and the Paying Agent/Registrar shall have no responsibility or obligation to any broker-dealer, bank,
or other financial institution for which DTC holds the Certificates from time to time as securities depository
(a "Depository Participant") or to any person on behalf of whom such a Depository Participant holds an
interest in the Certificates (an "Indirect Participant"). Without limiting the immediately preceding sentence,
the County and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i) the
accuracy of the records of DTC, Cede & Co., or any Depository Participant with respect to any ownership
interest in the Certificates or (ii) the delivery to any Depository Participant or any Indirect Participant or any
other Person, other than an Owner of a Note, of any amount with respect to principal of or interest on the
Certificates. While in the DTC System, no person other than Cede & Co., or any successor thereto, as
nominee for DTC, shall receive a Note evidencing the obligation of the County to make payments or principal
and interest pursuant to this Order. Upon delivery by DTC to the Paying Agent/Registrar of written notice to
the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the
provisions in this Order with respect to interest checks or drafts being mailed to the Owner, the word "Cede
& Co." in this Order shall refer to such new nominee of DTC.
In the event that (A) the County determines that DTC is incapable of discharging its responsibilities .
described herein and in the Representation Letter, (B) the Representation Letter shall be terminated for any
reason, or (C) DTC or the County determines that it is in the best interest of the Owners that they be able to
obtain certificates, and the Certificates shall no longer be restricted to being registered in the nacre of Cede &
Co., as nominee of DTC. At that time, the County may determine that the Certificates shall be registered in
the name of and deposited with a successor depository operating a securities depository system, as may be
acceptable to the County, or such depository's agent or designee, and if the County and the Paying
Agent/Registrar do not select such alternate securities depository system then the Certificates may be
registered in whatever name or names the Owners of the Certificates transferring or exchanging the
Certificates shall designate, in accordance with the provisions hereof.
Notwithstanding any other provision of this Order to the contrary, so long as any Note is registered
in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of and interest on
such Note and all notices with respect to such Note shall be made and given, respectively, in the manner
provided in the Representation Letter.
Section 18. 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.
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Section 19. Continuing Disclosure Undertaking. (a) Annual Reports. The County shall provide
annually to each nationally recognized municipal securities information repository ("NRMSIR") and any state
information depository ("SID"), within six months after the end of each Fiscal Year ending in or after 1996,
financial information including audited financial statements and operating data with respect to the County of
the general type included in the Official Statement, being the information found in those tables set forth in the
Statistical Section of the annual financial report, found under "Appendix A" of the Official Statement, and
will additionally provide information found under "COUNTY AD VALOREM TAXES - Taxable Assessed
Valuation by Category" therein with respect to such Fiscal Year or the 12-month period then ended. Any
financial statements so to be provided shall be (i) prepared in accordance with generally accepted accounting
principles or such other accounting principles as the County may be required to adopt from time to time by
state law or regulations and (ii) audited, if the County commissions an audit of such statements and the audit
is completed within the period during which they must be provided. If the audit of such financial statements
is not complete within such period, the County will provide unaudited statements by the required time and the
County shall provide audited financial statements for the applicable fiscal year to 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.
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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 ("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) bond calls; (ix)
defeasances; (x) release, substitution, or sale of property securing repayment of the Certificates; and (xi)
ratings 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 Rule, except that the County in
any event will give notice of any deposit made in accordance with Section 15 hereof, that causes the
Certificates no longer to be Outstanding, and any call of Certificates made in connection therewith.
The provisions of this Section are for the sole benefit of the beneficial owners of the Certificates, and
nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or
claim hereunder to any other person. The County undertakes to provide only the financial information,
operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this
Section and does not hereby undertake to provide any other information that may be relevant or material to a
complete presentation of the County's financial results, condition, or prospects or hereby undertake to update
t any information provided in accordance with this Section or otherwise, except as expressly provided herein.
The County does not make any representation or warranty concerning such information or its usefulness to a
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decision to invest in or sell Certificates at any future date.
UNDER NO CIRCUMSTANCES SHALL THE COUNTY BE LIABLE TO THE BENEFICIAL
OWNER OF ANY CERTIFICATE OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR
DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE COUNTY,
WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN
THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR
TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR
MANDAMUS,OR SPECIFIC PERFORMANCE.
No default by the County in observing or performing its obligations under this Section shall comprise
a breach of or default under this Order for purposes of any other provisions of this Order.
Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the
County under federal and state securities laws.
The provisions of this Section may be amended, supplemented, or repealed by the County from time
to time under the following circumstances, but not otherwise: (a) to adapt to changed circumstances that arise
from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of
operations of the County, if the provisions of this Section, as so supplemented or amended, would have
permitted an underwriter to purchase or sell Certificates in the present offering in compliance with the Rule
and either the Holders 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 20. Further Procedures. The County Judge, the County Clerk, the County Auditor, the
County's Financial Advisor, and all other officers, employees, attorneys, and agents of the County, and each
of them, shall be and they are hereby expressly authorized, empowered, and directed from time to time and at
any time to do and perform all such acts and things and to execute, acknowledge, and deliver in the name and
under the seal and on behalf of the County, all such instruments, whether or not herein mentioned, as may be
necessary or. desirable in order to carry out the terms and provisions of this Order, the Certificates, the
Official Statement, and the Representation Letter. 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 Auditor, and
Bond Counsel to the County are hereby authorized and directed to approve any technical changes or
corrections to this Order or to any of the instruments authorized by this Order necessary in order to (i) correct
any ambiguity or mistake or properly or more completely document the transactions contemplated and
approved by this Order, (ii) comply with requirements of any bond insurer, (iii) obtain a rating froin tiny of
the national bond rating agencies, or (iv) obtain the approval of the Certificates by the Texas Attorney
General's office.
Section 21. Additional Obligations. The County shall hereafter have the right to issue Additional
Obligations in the discretion of the Commissioners Court.
Section 22. Miscellaneous Provisions. (a) 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.
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i (b) Inconsistent Provisions. All orders and resolutions, or parts thereof, which are in conflict or
1 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.
(c) Severability. If any word, phrase, clause, paragraph, sentence, part, portion, or provision of this
Order or the application thereof to any person or circumstances shall be held to be invalid, the remainder of
this Order shall nevertheless be valid and the County hereby declares that this Order would have been enacted
without such invalid word, phrase, clause, paragraph, sentence, part, portion, or provisions.
(d) Governing Law. This Order shall be construed and enforced in accordance with the laws of the
State of Texas.
(e) Open Meeting. The County officially finds and determines the meeting at which this Order is
adopted was open to the public and that public notice of the time, place, and purpose of such meeting was
given, all as required by Chapter 551, Texas Government Code, as amended.
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EXHIBIT A
Pavine Aeent/Reeistrar Agreement
THIS PAYING AGENT/REGISTRAR AGREEMENT entered into as of July 1, 1996 (the
"Agreement"), by and between BRAZOS COUNTY, TEXAS (the "Issuer"), and TEXAS COMMERCE
BANK NATIONAL ASSOCIATION, Houston, 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 Obligations, Series 1996" (the "Securities"), such Securities to be issued in fully registered
form only as to the payment of principal and interest thereon;
WHEREAS, the Securities are scheduled to be delivered to the initial purchasers thereof as provided in
the "Order" (hereinafter defined);
WHEREAS, the Issuer has selected the Bank to serve as Paying Agent/Registrar in connection with the
payment of the principal of, premium, if any, and interest on the Securities and with respect to the
registration, transfer, and exchange thereof by the registered owners thereof;
WHEREAS, the Bank has agreed to serve in such capacities for and on behalf of the Issuer and has full
power and authority to perform and serve as Paying Agent/Registrar for the Securities;
NOW, THEREFORE, it is mutually agreed as follows:
ARTICLE I. APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR
Section 1.01. Appointment. The Issuer hereby appoints the Bank to serve as Paying Agent with
respect to the Securities. As Paying Agent for the Securities, the Bank shall be responsible for paying on
behalf of the Issuer the principal, premium (if any), and interest on the Securities as the same become due and
payable to the registered owners thereof, all in accordance with this Agreement and the Order.
The Issuer hereby appoints the Bank as Registrar with respect to the Securities. As Registrar for the
Securities, the Bank shall keep and maintain for and on behalf of the Issuer books and records as to the
ownership of said Securities and with respect to the transfer and exchange thereof as provided herein and in
the Order.
The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and Registrar for the
Securities.
Section 1.02. Compensation. As compensation for the Bank's services as Paying Agent/Registrar, the
Issuer hereby agrees to pay the Bank the fees and amounts set forth in Schedule A attached hereto for the
first year of this Agreement and thereafter the fees and amounts set forth in the Bank's current fee schedule
then in effect for services as Paying Agent/Registrar for municipalities, which shall be supplied to the Issuer
on or before 90 days prior to the close of the Fiscal Year bf the Issuer, and shall be effective upon the first
day of the following Fiscal Year.
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).
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ARTICLE 11. DEFINITIONS
Section 2.01. Definitions. For all purposes of this Agreement, except as otherwise expressly provided
or unless the context otherwise requires:
"Bank Office" means the designated corporate trust office of the Bank as indicated on the signature
page hereof. The Bank will notify the Issuer in writing of any change in location of the Bank Office.
"Fiscal Year" means the fiscal year of the Issuer, ending September 30.
"Holder" and "Security Holder" each means the Person in whose name a Security is registered in the
Security Register.
"Issuer Request" and "Issuer Order" means a written request or order signed in the name of the Issuer
by the County Judge, the County Treasurer, or the County Auditor, any one or more of said officials,
delivered to the Bank.
"Legal Holiday" means a day on which the Bank is required or authorized to be closed.
"Order" mean the order of the governing body of the Issuer pursuant to which the Securities are issued,
certified by the County Clerk or any other officer of the Issuer and delivered to the Bank.
"Person" means any individual, corporation, partnership, joint venture, association, joint stock company,
trust, unincorporated organization or government or any agency or political subdivision of a government.
"Predecessor Securities" of any particular Security means every previous Security evidencing all or a
portion of-the same obligation as that evidenced by such particular Security (and, for the purposes of this
definition, any mutilated, lost, destroyed, or stolen Security for which a replacement Security has been
registered and delivered in lieu thereof pursuant to Section 4.06 hereof and the Order).
"Redemption Date" when used with respect to any Bond to be redeemed means the date fixed for such
redemption pursuant to the terns of the Order.
"Responsible Officer" when used with respect to the Bank means the Chairman or Vice-Chairman of the
Board of Directors, the Chairman or Vice-chairman of the Executive Committee of the Board of Directors, the
President, any Vice President, the Secretary, any Assistant Secretary, the Treasurer, any Assistant Treasurer,
the Cashier, any Assistant Cashier, any Trust Officer or Assistant Trust Officer, or any other officer of the
Bank- customarily performing functions similar to those performed by any of the above designated officers
and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is
referred because of his knowledge of and familiarity with the particular subject.
"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 terns "Bank," Issuer," and "Securities (Security)" have the
meanings assigned to them in the recital paragraphs" of this Agreement.
The term "Paying Agent/Regiswe refers to the Bank, in the performance of the duties and functions of
this Agreement.
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ARTICLE III. PAYING AGENT
Section 3.01. Duties of Paying Agent. As Paying Agent, the Bank shall, provided adequate collected
funds have been provided to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the
principal of each Security at its Stated Maturity, Redemption Date, or Acceleration Date, to the Holder upon
surrender of the Security to the Bank at the Bank Office.
As Paying Agent, the Bank shall, provided adequate collected funds have been provided to it for such
purpose by or on behalf of the Issuer, pay on behalf of the Issuer the interest on each Security when due, by
computing the amount of interest to be paid each Holder and preparing and sending checks by United States
Mail, first class postage prepaid, on each payment date, to the Holders of the Securities (or their Predecessor
Securities) on the respective Record Date, to the address appearing on the Security Register or by such other
method, acceptable to the Bank, requested in writing by the Holder at the Holder's risk and expense.
Section 3.02. Payment Dates. The Issuer hereby instructs the Bank to pay the principal of and interest
on the Securities on the dates specified in the Order.
ARTICLE IV. REGISTRAR
Section 4.01. Security Register - Transfers and Exchanges. The Bankiagrees to keep and maintain
for and on behalf of the Issuer at the Bank Office books and records (herein sometimes referred to as the
"Security Register") for recording the names and addresses of the Holders of the Securities, the transfer,
exchange, and replacement of the Securities, and the payment of the principal of and interest on the Securities
to the Holders and containing such other information as may be reasonably required by the Issuer and subject
to such reasonable regulations as the Issuer and the Bank may prescribe. All transfers, exchanges, and
replacement of Securities shall be noted in the Security Register.
Every Security surrendered for transfer or exchange shall be duly endorsed or be accompanied by a
written instrument of transfer, the signature on which has been guaranteed by an officer of a federal or state
bank or a member of the National Association of Securities Dealers, in form satisfactory to the Bank, duly
executed by the Holder thereof or his agent duly authorized in writing.
The Bank may request any supporting documentation it feels necessary to effect a re-registration,
transfer, or exchange of the Securities.
To the extent possible and under' reasonable circumstances, the Bank agrees that, in relation to an
exchange or transfer of Securities, the exchange or transfer by the Holders thereof will be completed and new
Securities delivered to the Holder or the assignee of the Holder in not more than three business days after the
receipt of the Securities to be cancelled in an exchange or transfer and the written instrument of transfer or
request for exchange duly executed by the Holder, or his duly authorized agent, in form and manner
satisfactory to the Paying Agent/Registrar.
Section 4.02. Certificates. The Issuer shall provide an adequate inventory of printed 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
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such Security Register in any form other than those which the Bank has currently available and currently
utilizes at the time.
The Security Register may be maintained in written form or in any other form capable of being
converted into written form within a reasonable time.
Section 4.04. List of Security Holders. The Bank will provide the Issuer at any time requested by the
issuer, upon payment of the required fee, a copy of the information contained in the Security Register. The
` Issuer may also inspect the information contained in the Security Register at any time the Bank is customarily
open for business, provided that reasonable time is allowed the Bank to provide an up-to-date listing or to
convert the information into written form.
Unless required by law, the Bank will not release or disclose the contents of the Security Register to
any person other than to, or at the written request of, an authorized officer or employee of the Issuer, except
upon receipt of a court order or as otherwise required by law. Upon receipt of a court order and prior to the
release or disclosure of the contents of the Security Register, the Bank will notify the Issuer so that the Issuer
may contest the court order or such release or disclosure of the contents of the Security Register.
Section 4.05. Return of Cancelled Certificates. The Bank will, at such reasonable intervals as it
determines, surrender to the Issuer, Securities in lieu of which or in exchange for which other Securities have
been issued, or which have been paid.
Section 4.06. Mutilated, Destroyed, Lost or Stolen Securities. The Issuer hereby instructs the Bank,
subject to the applicable provisions of the Order, to deliver and issue Securities in exchange for or in lieu of
mutilated, destroyed, lost, or stolen Securities as long as the same does not result in an over issuance.
In case any Security shall be mutilated, or destroyed, lost or stolen, the Bank, in its discretion, may
execute and deliver a replacement Security of like form and tenor, and in the same denomination and bearing
a number not contemporaneously outstanding, in exchange and substitution for such mutilated Security, or in
lieu of and in substitution for such destroyed lost or stolen Security, only after (i) the filing by the Holder
thereof with the Bank of evidence satisfactory to the Bank of the destruction, loss, or theft of such Security,
and of the authenticity of the ownership thereof and (ii) the furnishing to the Bank of indemnification in an
amount satisfactory to hold the Issuer and the Bank harmless. All expenses and charges associated with such
indemnity and with the preparation, execution, and delivery of 'a replacement Security shall be 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, Securities it has delivered upon the transfer or exchange of any Securities pursuant
` to Section 4.01, and Securities it has delivered in exchange for or in lieu of mutilated, destroyed, lost, or
' stolen Securities pursuant to Section 4.06.
ARTICLE V. THE BANK
Section 5.01. Duties of Bank. The Bank undertakes to perform the duties set forth herein and agrees
to use reasonable care in the performance thereof.
4 •
r 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,
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unless it shall be proved that the Bank was negligent in ascertainuig a pertinent acts
A-4
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(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 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 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 special depository account shall at all times be kept and
maintained by the Bank for the receipt, safekeeping, and disbursement of money received from the Issuer and
held hereunder for the payment of the Secw•ities, and money deposited to the credit of such account until paid
to the Holders of the Securities, to the extent permitted by law, shall be continuously collateralized by
securities or obligations which qualify and are eligible under the laws of the State of Texas to secure and be
pledged as collateral for deposits of public funds by an instrumentality and political subdivision of the State
of Texas to the extent that such money is not insured by the Federal Deposit Insurance Corporation.
Payments made from such account shall be made by check drawn on such account unless the owner of such
Securities shall, at its own expense and risk, request such other medium of payment.
All funds at any time and from time to time provided to or held by the Bank hereunder shall be
deemed, construed, and considered for all purposes as being provided to or held by the Bank in trust. The
Bank acknowledges, covenants, and represents that it is acting herein in trust in relation to such funds, and is
not accepting, holding, administering, or applying such funds as a banking depository, but solely as a paying
agent for and on behalf of the Security thereto. The Holders shall be entitled to the same preferred claim and
first lien on the funds so provided as are enjoyed by the beneficiaries of trust funds generally. The funds
provided to the Bank hereunder shall not be subject to warrants, drafts or checks drawn by the Issuer and,
except as expressly provided herein, shall not be subject to compromise, setoff, or other charge or diminution
by the Bank.
A-5
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The Bank shall be under no liability for interest on any money received by it hereunder.
Subject to the unclaimed property laws of the State of Texas and any provisions in the Order to the
contrary, any money deposited with the Bank for the payment of the principal, premium (if any), or interest
on any Security and remaining unclaimed for three years after final maturity of the Security has become due
and payable will be paid by the Bank to the issuer, and the Holder of such Security shall thereafter look only
to the Issuer for payment thereof, and all liability of the Bank with respect to such money shall thereupon
cease. If the Issuer does not elect, the Bank is directed to report and dispose of the funds in compliance with
Title 6 of the Texas Property Code, as amended.
Section 5.06. Indemnification. To the extent permitted by law, the Issuer agrees to indemnify the
Bank for, and hold it harmless against, any loss, liability, or expense incurred without negligence or bad faith
on its part, arising out of or in connection with its acceptance or administration of its duties 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. Internleader_. The Issuer and the Bank agree that the Bank may seek adjudication of any
adverse claim, demand, or controversy over its person as well as funds on deposit, in either a Federal or State
District Court located in the State and County where either the Bank Office or the administrative offices of
the Issuer is located, and agree that service of process by certified or registered mail, return receipt requested,
to the address referred to in Section 6.03 of this Agreement shall constitute adequate service. The Issuer and
the Bank further agree that the Bank has the right to file a Bill of Interpleader in any court of competent
jurisdiction 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 August 1, 1987, which
establishes requirements for securities to be eligible for such type depository trust services, including, but not
limited to, requirements for the timeliness of payments and funds availability, transfer turnaround time, and
notification of redemptions and calls.
Section 5.09. Reporting Requirements of Paving Agent/Registrar. To the extent required by the
Code and the regulations promulgated and pertaining thereto, it shall be the duty of the Paying
Agent/Registrar, on behalf of the Issuer, to report to the owners of the Certificates and the Internal Revenue
Service (i) the amount of "reportable payments", if any, subject to backup withholding during each year and
the amount of tax withheld, if any; with respect to payments of the Certificates and (ii) the amount of interest
or amount treating as interest on the Certificates and required to be included in gross income of the owner
thereof.
ARTICLE VI. MISCELLANEOUS PROVISIONS
Section 6.01. Amendment. This Agreement may be amended only by an agreement in writing signed
by both of the parties hereto.
Section 6.02. Assignment. This Agreement may not be assigned by either party without the prior
written consent of the other.
Section 6.03. Notices. Any request, demand, authorization, direction, notice, consent, waiver, or other
document provided or permitted hereby to be given or furnished to the Issuer or the Bank shall be mailed or
delivered to the Issuer or the Bank, respectively, at the addresses shown on the signature page of this
Agreement.
A-6
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Section 6.04. Effect of Headings. The Article and Section headings herein are for convenience only
and shall not affect the construction hereof.
Section 6.05. Successors and Assigns. All covenants and agreements herein 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 be executed in any number of counterparts, each of
which shall be deemed an original and all of which shall constitute one and the same Agreement.
Section 6.10. Termination. This Agreement will terminate (i) on the date of final payment of the
principal of and interest on the Securities to the Holders thereof or (ii) may be earlier terminated by either
party upon 60 days written notice; provided, however, an early termination of this Agreement by either party
shall not be effective until (a) a successor Paying Agent/Registrar has been appointed by the Issuer and such
appointment accepted and (b) notice has been given to the Holders of the Securities of the appointment of a
successor Paying Agent/Registrar. Furthermore, the Bank and Issuer mutually agree that the effective date of
an early termination of this Agreement shall not occur at any time which would disrupt, delay, or otherwise
adversely affect the payment of the Securities.
Upon an early termination of this Agreement, the Bank agrees to promptly transfer and deliver the
Security Register (or a copy thereof), together with other pertinent books and records relating to the
Securities, to the successor Paying Agent/Registrar designated and appointed by the Issuer.
The provisions of Section 1.02 and of Article Five shall survive and remain in full force and effect
following the termination of this Agreement.
(Remainder of this page intentionally left blank)
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A-7
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SCHEDULE A
Paying Agent/Registrar Fee Schedule
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The foregoing minutes of the Commissioners Court meeting
held-July 9, 1996 have been examined and are approved in open
Court this the ~gT day of AlbyaW 1996, in
Bryan, Brazos County, Texas.
I
Alvin-W. Jone Gary N r
County Judge Commi s• ner, Precinct 1 k
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Sandie W er Randy ms
Commission , Precinct Comm sioner, Precinct 3
Ca ey Ca ley, Jr. Mary n Ward
Commissioner, Precinc 4 County Clerk i
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