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HomeMy WebLinkAbout1993-03-08-0900AM-RegularC 0 0 Y�1 r i � O it fi G" i:�COU'IiYr 'i r BRAZOS COUNTY BRYAN. TEXAS AGENDA BRAZOS COUNTY COMMISSIONERS' COURT MEETING THE COMMISSIONERS' COURT WILL MEET IN REGULAR SESSION ON MONDAY, MARCH 8, 1993, AT 9:00 A.M. IN THE COMMISSIONERS' COURTROOM OF THE BRAZOS COUNTY COURTHOUSE, 300 EAST 26TH STREET, SUITE 115, BRYAN, TEXAS. 1. Invocation. 2. Pledge of Allegiance. 3. Consider and take action on the issuance of refund bonds. 4. Consider and take action on contract for roofing of county buildings. 5. Consider and take action on rescinding action taken on March 1, 1993 regarding Walton Pond Subdivision in Precinct 1. 6. Consider and take action on Order to extend hours for the sale and consumption of alcohol in the unincorporated areas of Brazos County. 7. Consider and take action on Lease Agreement between Mike Hensarling and Brazos County regarding space for Justice of Peace, Precinct 2. 8. Consider and take action on approval of the minutes of the meeting held on November 2, 1992. 9. Consider and take action on joining a Conference of Urban Counties. 10. Acknowledge Receipt of Extension Service, County, and Pre- cinct Office Reports. 11. Consider and take action on personnel change of status. 12. Consider and take action on payment of claims. 13. Adjourn. AS n� w � COMMISSIONERS' COURT REGULAR MEETING MARCH 8, 1993 A regular meeting of the Commissioners' Court of Brazos County, Texas was held in the Commissioners' Courtroom in the Courthouse in Bryan, Brazos County, Texas, beginning at 9:00 a.m. on Monday, January 11, 1993, with the following members of the Court present: R. J. Holmgreen, County Judge, Presiding; Gary Norton, Commissioner of Precinct 1; Walter Wilcox, Commissioner of Precinct 2; Randy Sims, Commissioner of Precinct 3; Milton Turner, Commissioner of Precinct 4; Mary Ann Ward, County Clerk. The following citizens and officials were in attendance: Ruth McLeod Bea Green Rosalie Todaro Cheryl Turney A. H. Winder Sandie Walker Bobby Riggs Rita J. Watkins Johnny Burkhalter Jim Hiney Jennifer Gordy Mike Terry Ray Newman Bubba McGold D.D. Williams Emmett Trant Paul Martin Wm. S. Thornton Executive Assistant Secretary to Commissioners Auditor's Office Purchasing Agent County Engineer Treasurer Sheriff Sheriff's Office Jail Administrator Bryan /College Station Eagle KBTX -TV KBTX -TV Southwest Securities, Inc. Koppe Bridge Bar & Grill MPO Architect Attorney Attorney Commissioner Sims gave the invocation and led the pledge of allegiance. The first matter for consideration was a contract for the roofing and re- roofing of county buildings. On motion by Commissioner Sims, seconded by Commissioner Norton, the Court voted unanimously to enter into contract with Solar Foam Insulation. Inc. of Texas City, Texas for the re- roofing and roofing repairs to Brazos County buildings., The contract amount is $236,500.00. A copy of the contract is attached hereto. On motion by the County Judge, seconded by Commissioner Norton, the Court voted unanimously to rescind the Order is- sued by the Court at the March 1, 1993 meeting, authorizing V "r„_f 0 0 Commissioners' Court meeting March 8, 1993 the cancellation of the Walton Pond Subdivision in Precinct 1. This was done because the Court failed to hold a Public Hearing prior to authorizing the cancellation of the sub- division. The Court next considered an Order extending the hours for the sale and consumption of alcoholic beverages in the unincorporated areas of the county. This Order parallels the Orders adopted by the cities of Bryan and College Station. The owners of Koppe Bridge Bar & Grill have asked the Court to adopt the hours prescribed in Chapter 105 of the Texas Alco- holic Beverage Code for the sale, consumption or possession of alcoholic beverages for the purpose of consumption in any place within the unincorporated areas of Brazos County. On motion by Commissioner Turner, seconded by Commissioner Wilcox, the Court voted unanimously to adopt an Order paralleling the Orders adopted by the cities of Bryan and College Station for the sale, consumption or possession of alcoholic beverages. The Court next considered renewal of a lease agreement between Brazos County and Mike Hensarling of Brazos County for rental of office space in the building located at 14821 FM and Church Street, in Wellborn, Texas, for the Justice of the Peace Precinct 2. Term of the lease is for the period of nine months commencing January 1, 1993 and ending on September 30, 1993. The County agrees to pay to Mr. Hensarling the amount of Three Hundred Thirty Four Dollars ($334.00) per month. On motion by Commissioner Norton, seconded by Commissioner Wilcox, the Court voted unanimously to renew the lease agree- ment between Brazos County and Mr. Hensarling for the period stated above. A copy of the lease agreement is attached. The Court next considered approval of the minutes of the Commissioners' Court meetings held November 2, 1992. It was pointed out that on page 2, the first paragraph, the precinct number should be 3 rather than 4. On motion by Commissioner Sims, seconded by Commissioner Turner, the Court voted A = Commissioners' Court meeting March 8, 1993 unanimously to approve the minutes with the minor correction. The next matter for consideration was an invitation extended by the Conference of Urban Counties to become a part of the Conference. The Conference of Urban Counties was organized to allow the urban counties a unified voice when communicating with the Texas Legislature. Invitations are extended to counties with a population in excess of 150,000. Because Brazos County borders a large county it was invited to join. On motion by Commissioner Norton, seconded by Commissioner Sims, the Court voted unanimously to accept the invitation to join the Conference of Urban Counties and forward Nine Hundred Twenty Five Dollars ($925.00) for annual dues. The Court acknowledged receipt of the Extension Service reports for February 1993 and acknowledged receipt of reports from County and Precinct Offices showing revenues collected and remitted to the County Treasurer. An excerpt from those reports is attached hereto. The Court proceeded to consider the change of status of the following employees. NAME DEPARTMENT REASON Norcross, Kenneth Road & Bridge Change position Allen, Rance Sheriff Office Resignation Davenport, Randy Sheriff Office New Employee On motion by Commissioner Sims, seconded by Commissioner Norton, the Court voted unanimously to approve the changes with the stipulation that Randy Davenport get no six (6) month increase in salary. The Court next considered the following Claims as submitted by the County Treasurer for payment: 10 General Fund --------------- Claims- 04432 - thru- 04636- 20 Road & Bridge -------------- Claims - 04795 - thru- 04859- 22 Road & Bridge II ----------- Claims- 04637 - thru- 04641- 30 Capital Projects & Improvements: Proposition I -------- Claims- 04642 - thru- 04643- 32 Records Mgn. & Presv ------- Claims - 04644- thru ------- 40 Law Library ---------------- Claims- 04645 - thru- 04655- 54 Health Department ---------- Claims- 04678 - thru- 04695- 60 Payroll -------------------- Claims- 04696 - thru- 04712- 61 Health & Life Ins ---------- Claims- 04713 - thru- 04716- 72 Bail Bond Board ------------ Claims- 04717- thru------- VOL • .. a _�...._. -. �____�— __.__ -.�_ r_ t 0 Commissioners' Court meeting March 8, 1993 90 Brazos County Grants ------- Claims- 04718- thru- 04785- 91 MPO ------------------------ Claims- 04786- thru -------- 97 Narc. Traf. Task Force ----- Claims- 04787- thru- 04794- On motion by Commissioner Norton, seconded by the County Judge, the Court voted unanimously to approve the Claims as submitted. Ray Newman, representative of Southwest Securities, advised the Court that the refinancing of the 1985 Refunding Bonds would be by the sale of Taxable Bonds. He proceeded to tell the Court that the 1985 Refunding Bonds could not be recalled until September 1, 1993, however the County could issue Taxable Bonds for the sale and invest the proceeds in Government Securities until such time. This would result in a $290,000 savings to the County. On motion by Commissioner Sims, seconded by Commissioner Wilcox, the Court voted unanimously to authorize Ray Newman, representative of Southwest Securities, to proceed with the immediate sale of the 1985 Refunding Series Bonds and to invest the proceeds in Government Securities until September 1, 1993 when the bonds are recallable. A full copy of the Bond order and documents are attached hereto. There being no further business to come before the Court, the meeting was adjourned. I i i d The foregoing minutes of the Commissioners Court Meeting held have been examined and approved in open Court this the /g day of , 19 4?3 , in Bryan, Brazos County, Texas. /,I-- w Z0141 -A R.J. Ho g een County Judge r. Walter Wilcox Commissioner, Precinct 2 sc�,d7 Mil-on Turner Commissioner, Precinct 4 Gary Norton Commissioner, Precinct 1 Randy Sim Comm issi er, Precinct 3 Mary inn Ward Countly Clerk :-1 • • It �1 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 die County (the "Court") convened in regular session, open to the public, on March 8, 1993, at the meeting place designated in the notice (the "Meeting "), and the roll was called of the members, to wit: Richard Holmgreen, County Judge, and the following Commissioners: Gary Norton, Walter Wilcox, Randy Sims, and Milton Turner. All members of the Court were present, except none absent . thus constituting a quorum. Whereupon among other business, the following was transacted at the Meeting: a written ORDER AUTHORIZING THE ISSUANCE OF $5,105,000 BRAZOS COUNTY, TEXAS GENERAL OBLIGATION REFUNDING BONDS, TAXABLE SERIES 1993; ENTERING INTO AN ESCROW AGREEMENT, A PURCHASE CONTRACT, AND A PAYING AGENT/REGISTRAR AGREEMENT: AND OTHER AGREEMENTS AND MATTERS RELATED THERETO (the "Order ") was duly introduced for the consideration of the Court and read in full. It was then duly moved by Commissioner Sims and seconded by Commissioner Wilcox that the Order be finally passed and adopted: and after due discussion, such motion, carrying with it the adoption of the Order prevailed and carried by die following vote: YES: 4 NOES: 0 ABSTENTIONS: 0 . 2. Awe, full, and correct copy of the Order adopted at the Meeting is attached to and follows this Certificate; the Order has been duly recorded in the 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 Order; 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 Order would be introduced and considered for adoption at the Meeting and each of such officers and members consented, in advance, to the holding of the Meeting for such purpose; and the Meeting was open to the public, and public notice of the time, place, and purpose of the Meeting was given, all as required by Article 6252 -17, Vernon's Texas Civil Statutes, as amended. 3. Mary Ann Ward is the duly appointed and acting County Clerk of the County. SIGNED AND SEALED THIS March 8, 1993 �, /. Count Clerk, Brazos County, Texas (COMMISSIONERS COURT SEAL) County Xdge, Brazos Coun , Texas V "D L I� 6�. — . • _ � .. � .. -_. _, .. _ _�� - a.a ..� �.,. r ice. iw.�. .._ .. __ - �_� -0: , • ORDER AUTHORIZING THE ISSUANCE OF $5,105,000 BRAZOS COUNTY, TEXAS GENERAL OBLIGATION REFUNDING BONDS, TAXABLE SERIES 1993; ENTERING INTO AN ESCROW AGREEMENT, A PURCHASE CONTRACT, AND A PAYING AGENT/REGISTRAR AGREEMENT; AND OTHER AGREEMENTS AND MATTERS RELATED THERETO WHEREAS, Brazos County, Texas (the "County ") has been organized, created, and established pursuant to the laws of the State of Texas as a political subdivision of the State of Texas; WHEREAS, the County desires to refund its General Obligation Refunding Bonds, Series 1985 maturing in the years 1994 through 1999 (inclusive) in the outstanding principal amount of $4,910,000 (the "Refunded Bonds "): WHEREAS, Article 717k, Vernon's Texas Civil Statutes, as amended, authorizes the County to issue refunding bonds and to deposit the proceeds from the sale thereof, and any other available funds or resources, directly with a place of payment (paying agent) for the Refunded Bonds, and such deposit, if made before such payment dates, sha11 constitute the masking of firm banking and financial arrangements for the discharge and final payment of the Refunded Bonds; WI IEREAS, said Article 717k further authorizes the County to enter into an escrow agreement with any paying agent for die Refunded Bonds with respect to the safekeeping, investment, reinvestment, administration, and dispositi,in of any such deposit, upon such terms and conditions as the County and such paying agent may agree, provided that such deposits may be invested and reinvested in obligations the principal of and interest on which are unconditionally guaranteed by the United States of America, and which shall mature and bear interest payable at such times and in such amounts as will be sufficient to provide for the scheduled payment or prepayment of the Refunded Bonds: WHEREAS, Ameritrust Texas National Association, Dallas, Texas is die successor to MBank Dallas, N.A., Dallas, Texas, the paying agent for the Refunded Bonds, and die Escrow Agreement hereinafter authorized constitutes an escrow agreement of die kind authorized and permitted by said Article 717k; WHEREAS, the Commissioners Court of the County hereby finds and declares a public purpose and deems it advisable to refund the Refunded Bonds in order to effect a saving in interest costs of $290,315.92; and WHEREAS, all the Refunded Bonds mature or are subject to redemption prior to maturity within 20 years of the date of the bonds hereinafter authorized; THEREFORE, BE IT ORDERED BY THE CONIAIISSIONERS COURT OF BRAZOS COUNTY, TEXAS THAT: Section 1. Authorisation of the Bonds. There is hereby ordered to be issued, under and by virtue of the laws of the State of Texas, including particularly Article 717k, Vernon's Texas Civil Statutes, as amended, a series of bonds of the County to be known as "BRAZOS COUNTY, TEXAS GENERAL OBLIGATION REFUNDING BONDS, TAXABLE SERIES 1993" (the "Bonds "), payable from ad valorem taxes as provided in this Order, for the purposes described in the "Form of Bonds" contained in Section 3 hereof. Section 2. Date Denominations, Numbers, and Maturities of the Bonds The Bonds shall be dated March 15, 1993, and interest shall commence to accrue on the Bonds on such date. The Bonds shall be in the respective denominations and principal amounts hereinafter stated, with the Bonds being numbered consecutively from R -1 upward, payable to the Initial Purchasers (hereinafter defined), or to the registered assignee or assignees of the Bonds or any portion or portions thereof (in each case, the "Registered Owner "). The Bonds shall mature on March I in each of the years and in the amounts and bear interest as set forth in the following schedule: V0 `e Ott �c.35 4 I, t L t1 YEAR OF MATURITY 1994 1995 1996 1997 1998 t� PRINCIPAL MATURING $ 945,000 980,000 1,025.000 1,075,000 1,080,000 INTEREST RATE 3.70% 4.25 4.60 5.10 5.60 Section 3. General Characteristics and Form of the Bonds. The Bonds shall be Issued, shhall be payable, sttall have the characteristics, and shall be signed and executed (and the Bonds shall be sealed) all as provided, and in the manner indicated. in the form set forth below. The Form of the Bonds, 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 lnitkil Bonds (Thereinafter defined), the Form of the Authentication Cerdficnte, the Form of Insurance Statement, and tike Form of Assignment, which shall be, respectively, substantially as follows, with necessary and appropriate variations, omissions, and insertions as pennitted or required by this Order, and the definitions contained with each such form shall apply solely to such form: FORM OF BONDS United States of America State of Texas BRAZOS COUNTY, TEXAS GENERAL OBLIGATION REFUNDING BOND, TAXABLE SERIES 1993 [FORM OF FACE OF THE BONDS] NUMBER DENOMINATION R- S REGISTERED REGISTERED INTEREST ISSUE MATURITY RATE DATE DATE CUSIP NO. % March 15, 1993 REGISTERED OWNER. PRINCIPAL AMOUNT: S BRAZOS COUNTY, TEXAS (tire "County"), a political subdivision of the State of Texas, promises to pay to the Registered Owner, specified above, or registered assignees (the "Registered Owner ") on the Maturity Date. specified above, upon presentation and surrender of this Bond at the principal corporate trust office of AMERTTRUST TEXAS NATIONAL ASSOCIATION in Dallas, Texas, or its successor (the "Paying Agent/Regis- trar "), tlhe Principal Amount, specified above, in lawful money of tile United States of America, and to pay interest thereon at the Interest Rate, specified above, calculated on the basis of a 360 -Jay year of twelve 30 -day months, from the later of the Issue Date, specified above, or the most recent interest payment date to which interest has been paid or duly provided for. Interest on this Bond is payable by check dated on September 1, 1993, and each March 1 and September I thereafter, mailed to the Registered Owner of record as shown on the books of registration kept by the Paying Agent/Registrar (die "Register "). as of the date which is the last business day of die month next preceding the interest payment date or in such other manner as may be acceptable to the Registered Owner and the Paying Agent/Registrar. Notwithstanding tile above paying procedures, upon written request to the County and the Paying Agent/Registrar, the Registered Owner of at least 51,000,000 in principal amount may receive all payments of __Pi- 0 principal and interest hereon by wire transfer on cacti payment date. CUSIP nun►ter identification with appropriate dollar amount of payment pertaining to each CUSIP number (if more than one CUSIP number) must accompany all payments of interest and principal, whether by check or wire transfer. THIS BOND is one of a series of Bonds, dated as of March 15, 1993 (tile "Bonds ") of like designation and tenor, except as to number, interest rate, denomination, and maturity issued pursuant to tie Order adopted by the Commissioners Court of die County on March 8, 1993 (the "Order "), in the original aggregate principal amount of 55,105,000 for the purpose of providing money for refunding certain outstanding bonds, by virtue of the laws of the State of Texas, including particularly Article 717k, Vernon's Texas Civil Statutes, as amended. REFERENCE IS IlE•REBY MADE TO THE FU TIIL•R PROVISIONS OF THIS BOND SET FORTH ON THE REVERSE HEREOF, WHICH PROVISIONS SHALL HAVE TIIE SAME FORCE AND EFFECT AS IF SET FORTH IN THIS SPACE. IN WITNESS WHEREOF this Bond has been signed with the manual or facsimile signature of the County Judge of the County and countersigned with the manual or facsimile signature of the County Clerk of tl►e County. and registered by the manual or facsimile signature of the County Treasurer, and the official scat of the County has been duly impressed, or placed in facsimile, on this Bond. BRAZOS COUNTY. TEXAS xxxxxxxxxxxxxxxxxxxxxxxxxxxx xxxxxxxxxxxxxxxxxxxxxxxxxxxx County Clerk County Judge REGISTERED xxxxxxxxxxxxxxxxxxxxxxxxxxxx (COMMISSIONERS COURT SEAL) County Treasurer [FORM OF BACK PANEL OF BOND] THE BONDS arc issued pursuant to the Order whereunder the County covenants to levy a continuing, direct, annual ad valorem tax on taxable property within the County, within legal limitations, for each year while any part of the Bonds arc considered outstanding under the provisions of the Order, in a sufficient amount to pay interest on each Bond as it becomes due, to provide for the payment of (lie principal, or matuing arnounts of (as appropriate) the Bonds when due, and to pay the expenses of assessing and collecting such tax. Reference is hereby made to the Order for provisions with respect to die custody and application of (lie County's funds, remedies in die event of a default hereunder or thereunder, and the other rights of the Registered Owner. THIS BOND IS TRANSFERABLE OR EXCHANGEABLE only upon presentation and surrender at tl►e principal corporate office of [lie Paying Ageni/Registrar in Dallas, Texas. If a Bond is being transferred, it shall be duly endorsed for transfer or accompanied by an assignment duly executed by the Registered Owner, or his authorized representative. subject to the terms and conditions of the Order. If a Bond is being exchanged, it shall be in the principal amount of $5,000 or any integral multiple thereof, all subject to the terms and conditions of tile Order. The Registered Owner of this Bond shall be deemed and treated by the County and the Paying Agent/Registrar as die absolute owner hereof for all purposes, including payment and discharge of liability upon this Bond to the extent of such payment, and the County and the Paying Agent/Registrar shall not be affected by any notice to the contrary. IN THE EVENT any Paying Agent/Registrar for die Bonds is changed by the County, resigns, or otherwise ceases to act as such, the County has covenanted in the Order that it promptly will appoint a competent and legally qualified substitute therefor, and cause written notice thereof to be mailed to the Registered Owner. VOL ill , 84,M V E • o ♦ f .'y...� .._��. ._. �. .'. - ....rte 7 � • l� IT IS HEREBY CERTIFIED, COVENANTED, AND REPRESENTED that all acts, conditions, and things necessary to be done precedent to the issuance of the Bonds in order to render the sane 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, or maturing amounts of (as appropriate) the Bonds by die levy of a continuing, direct, annual ad valorem tar upon taxable property within the County; and that issuance of the Bonds does not exceed any constitutional or statutory limitation. BY BECOMING the Registered Owner of this Bond, the Registerel Owner thereby acknowledges all of the terms and provisions of the Order, agrees to be bound by such tarns and provisions, and agrees that the tenns and provisions of this Bond and the Order constitute n contract between each Registered Owner and the County. • • • FORM OF REGISTRATION CERTIFICATE OF THE COMPTROLLER OF PUBLIC ACCOUNTS (TO BE PRINTED ON OR ATTACKED TO TIIE BONDS UPON INITIAL DELIVERY THEREOM COMPTROLLER'S REGISTRATION CERTIFICATE; REGISTER NO. 1 hereby certify that this Bond has been examined, certified as to validity, and approved by tho Attorney General of the State of Texas, and that this Bond has been registered by the Comptroller of Ihiblic Accounts of the State of Texas. Witness my signature and scaal this (COMPTROLLER'S SEAL) xxxxxxxxxxxxxxxxxxxxxxxxxxxx Comptroller of Public Accounts of the State of Texas FORM OF AUTHENTICATION CERTIFICATE AUTHENTICATION CERTIFICATE It is hereby certified that this Bond has been issued under the provisions of the Order described on the face of this Bond; and that this Bond has been issued in conversion of and exchange for or replacement of a bond, bonds, or a portion of a bond or bonds of an issue which originally was approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas. Dated AMERITRUST TEXAS NATIONAL ASSOCIATION, Dallas, Texas as Paying Agent/Registrar 11v Authorized Representative FORM OF INSURANCE STATEMENT Municipal Bond Guaranty Insurance Policy No. (the "Policy ") with respect to payments due for principal of and interest on this bond has been issued by ANIBAC Indemnity Corporation ( "AMBAC Indemnity "). The Policy has been delivered to die United Swes Trust Company of New York, New York, New York, as the Insurance Trustee under said Policy and will be held by such Insurance Trustee or any successor insurance trustee. The Policy is on file and available for inspection at the principal office of the Insurance Trustee and a copy thereof may be secured from AMBAC Indemnity or the Insurance Trustee. All payments required to be made under the 4 ob Policy shall be made in accordance with the provisions thereof. The owner of this bond acknowledges and consents to the subrogation rights of AMBAC Indemnity as more fully set forth in the Policy. FORM OF ASSIGNMENT ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto (Please insert Social Security or (Please print none and address, including aip code, of Transferee) Taxpayer Identification of Transferee) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to register [lie transfer of the within Bond on die books kept for registration thereof, with full power of substitution in the premises. Dated: Signature Guaranteed: NOTICE: Signnturc(s) must be guaranteed by by a member firm of the New York Stock Exchange or a commercial bank or tnist company. NOTICE: The signature above must correspond with the name of the Registered Owner as it appears upon the front of this Bond in every particular, without alteration or enlargement or any change whatsoever. The following abbreviations, when used in the Assignment above or on the face of the within Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT - Custodian (Cust) (Minor) under Uniform Gifts to Minors Act (State) Additional abbreviations may also be used though not in the list above. [END OF FORMS) In case any officer of the County whose manual or facsimile signature shall appear on any Bond shall cease to be such officer before the delivery of any such Bonds, such manual or facsimile signature shall nevertheless be valid and sufficient for all purposes as if such officer had remaii►ed in office until such delivery. Any Bond which bears die facsimile signature of such person who at [lie actual time of the delivery of such Bond shall be an officer authorized to sign such Bond, but who at the date of such Bonds was not such in officer, shall be validly and sufficiently signed for such purpose as if such person had been such officer as the date of such Bond. The County authorizes the printing of a true and correct copy of an opinion of McGinnis, Lochridge & Kilgore, L.L.P., Attorneys, relating to the validity and enforceability of the Bonds under Texas law and the status of interest on the Bonds under federal income tax laws on the reverse side of each of the Bonds over a certificate of identification executed by the facsimile signature of the Secretary, Board of Trustees, and also authorizes the imprinting of CUSIP (the American Bankers Association's Committee on Uniform Securities Identification Procedures) numbers on the Bonds; provided, however, that [lie failure of such opinion, certificate, or CUSIP numbers to appear on any Bond, or any errors therein 5 • r or In any part of the Bond the form of which is not included in this Order, shall in no way effect the validity or enforceability of the Bonds or relieve the Initial Purchaser of its obligation to accept delivery of and pay for the Bonds. 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 terms shall have the following meanings, respectively: " AMBAC Indemnity" - AMBAC Indemnity Corporation, a Wisconsin - domiciled stock insurance company. i "Bonds" - Any bond or bonds or all of the bonds, as the case may be, of that series styled "Brazos County, Texas Gencral Obligation Refunding Bonds, Taxable Series 1993" in the original aggregate principal amount of $5,105,000 authorized by this Order, "County" - Brazos County, Texas, or any successor thereto. "Court" - The duly constituted Commissioners Court of Brazos County, Texas, or any successor thereto. "Escrow Agent" - Ameritrust Texas National Association, Dallas, Texas, or any successor thereto. "Escrow Agreement" - The agreement dated as of March 15, 1993, between the County and the Escrow Agent attached hereto as Exhibit "B" "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 Bonds and may be United States Treasury Obligations such as the State and Local Government Series and may be in book -entry form. "Interest Payment Date" - September 1, 1993. and each March I and September I thereafter until maturity or earlier redemption of such Bond. "Initial Bonds" - The Bonds registered by the Comptroller of Public Accounts of the State of Texas as described in Section 10 hereof, "Initial Purchaser" - Southwest Securities Incorporated. "Municipal Bond Guaranty Insurance Policy" - The municipal bond insurance policy issued by AMBAC Indemnity insuring the payment when due of the principal of and interest on the Bonds as provided therein. "Order" - This "Order Authorizing the Issuance of $5.105,000 Brazos County, Texas General Obligation Refunding Bonds, Taxable Series 1993; Entering into an Escrow Agreement, a Purchase Contract, and a Paying Agent/Registrar Agreement; and Other Agreements and Matters Related Thereto" adopted by the Court on March 8. 1993. "Owners" - Any person who shall be Vic Registered Owner of any outstanding Bonds. "Paying Agent/Registrar" - Arncritrust Texas National Association in Dallas, Texas. and such other bank or trust company as may hereafter be appointed in substitution drerefor or in addition thereto to perform the duties of the Paying Agent/Registrar in accordance with this Order. 6 V6_ w "Paying Agent/Registrar Agreement" - The agreement, dated as of March 15, 1993, between the Paying Agent/Registrar and the County relating to the registration, authentication, and transfer of the Bonds, attached hereto as Exhibit "D'. "Purchase Contract" - The agreement dated the date of adoption of the Order between the County and the Initial Purchaser attached hereto is Exhibit "C ". "Record Date" - The 1501 calendar day of the month next preceding the applicable Interest Payment Daie. "Register" - The books of registration kept by the Paying Agent/Registrar in which are maintained the names and addresses of and (lie principal amounts registered to each Owner. Section 5. County Funds. The County hereby confirms the establishment of the following funds of the County at a depository of the County: (a) interest and Sinking Fund and Tax Levy. A special "Interest and Sinking Fund" is hereby confirmed and shall be maintained by the County at an official depository bank of the County. The Interest and Sinking Fund shall be kept separate and apart from all other funds and accounts of the County and shall be used only for paying the interest on and principal of the Bonds. To pn)vide for die payment of the Bonds being (i) the interest on the Bonds and (ii) n sinking fund for their redemption at their maturities or a sinking fund of 27o (whichever amount shall be the greater), there shall be and there is hereby levied, for die current year and each succeeding year thereafter while the Bonds or any interest hereon shall remain outstanding, a sufficient w on each one hundred dollars' valuation of taxable property in the County adequate to pay such amounts, full allow:uice being made for delinquencies and costs of collection; said tax shall be assessed and costs of collection; said tax shall be assessed and collected each year and applied to the payment of such amounts, and lie same shall not be diverted to any other purpose. The net proceeds of such tyres so levied and collected shall be paid into Arc Interest and Sinking Fund and are thereafter pledged to the payment of the Bonds. The Court hereby declares its purpose and intent to provide and levy a tax legally and fully sufficient to pay such amounts, it having been determined that the existing and avaidable taxing authority of the County for such purpose is adequate to permit a legally sufficient Lax in consideration of all other outstanding indebtedness and other obligations of die County. (b) Escrow Fund. The Escrow Fund is the fund held by the Escrow Agent pursuant to the Escrow Agreement into which the proceeds of the Bonds shall be placed, except for accrued interest and premium, if any, which shall be paid into the Interest and Sinking Fund and amounts to pay costs of issuance of lire Bonds which will be deposited into die County's depository bank or paid at closing by the Escrow Agent. The Escrow Fund shall be used to pay the costs necessary or appropriate to accomplish the purposes for which the Bonds are issued. Section 6. Investments and Security. (a) Investment of Funds. The Court may place money in the Interest and Sinking Fund in time or demand deposits or invest such money as authorized by law at the time of such deposit. Obligations purchased as an investment of money in a fund shall be deemed to be 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 Interest and Sinking Fund shall be retained therein. Interest earnings derived from the investment of proceeds from the sale of the Bonds shall be used as provided in the Escrow Agreement. (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. The County covenants and represents that: (i) The County is a duly created and existing political subdivision of the State of Texas, and is duly authorized under the laws of the State of Texas to create and issue Bonds; all action on its part for the creation V r ♦. -:... I 0 and issuance of the Bonds has been duly and effectively taken; and the Bonds in the hands of the Owners thereof are and will be valid and enforceable obligations of the County in accordance with their terms; and (ii) The Bonds shall be ratably secured in such manner that no one Bond shall have preference over other Bonds. (b) Specific Covenants. The County covenants and represents that, while the Bonds are outstanding and unpaid, it will: (i) Levy an ad valorem tax that will be sufficient to provide funds to pay the current interest on the Bonds and to provide die necessary sinking fund, all as described in this Order; and (ii) Keep proper books of record and accounts in which full, true, and correct entries will be made of all dealings, activities, and transactions relating to the funds created pursuant to this Order, and all books, documents, and vouchers relating thereto shall at all reasonable times be made available for inspection upon request from any Owner. Section 8. Taxable Bonds. The Bonds are not "state or local bonds" within the meaning of section 103(a) and (c) of the Internal Revenue Code of 1986, as amended; therefore, the interest on the Bonds is not excludable from the gross income of the Owners thereof for federal income tax purposes. Section 9. Paving Agent/Registrar . The Paying AgenVRegistrar is hereby appointed as paying agent for the Bonds. The principal of die Bonds shall be payable, without exchange or collection charges, in any coin or currency of the United States of America, which, on the date of paymen4 is legal tender for the payment of debts due the United States of America, upon their presentation and surrender as dtey respectively become due and payable at maturity at the principal corporate trust office of the Paying Agent/Registrar described herein. The interest on each Bond 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 Bond is registered as die absolute Owner of such Bonds for the purpose of making and receiving payment of die principal thereof and for Ilic further purpose of receiving payment of the interest thereon and for all other purposes, whether or not such Bond 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 Bond 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 Bond to the extent of the sums paid. So long as any Bonds remain outstanding, the Paying Agent/Registrar shall keep the Register at one of its corporate trust offices in Texas in which, subject to such reasonable regulations as it may prescribe, the Paying Agent/Registrar shall provide for the registration and transfer of Bonds in accordance with the terms of this Order. The County may at any time and from time to time appoint another Paying Agent/Rcgistrar in substitution for the previous Paying Agent/Registrar provided that any such Paying Agent/Rcgistrar shall be a national or state banking institution, shall be an association or 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, shall be subject to supervision or examination by federal or state authority, and shall be authorized by law to serve as a paying agenVregistrar. In such event, the County shall give notice by United States mail, first - class, postage prepaid to each Owner. 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 AgcnVRcgistrar for the purposes of this Order. 8 v••,•� - - - - -- - -- __ a •• . '�.: M ii it t The County Judge and the County Clerk of the County arc hereby authorized to enter into, execute, and deliver the Paying Agent/Registrar Agreement with the initial Paying Agent/Registrar in substantially the form presented to the Court on this date. Section 10. Initial Bonds; Exchange or Transfer of Bonds. Initially, five Bonds (the "Initial Bonds ") numbered from R -1 through R -5 and being in the principal amount, respectively, as shown in Section 2 for each year of maturity, and representing the entire principal amount of Bonds shall be registered in the name of the Initial Purchaser or the designee thereof 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. At any time thereafter, the Owner may deliver the Initial Bonds to the Paying Agent/Registrar for exchange, accompanied by instructions from the Owner or such designee designating die person, maturities, and principal amounts to and in which the Initial Bonds are to be transferred and the addresses of such persons, and the Paying Agent/Registrar shall diereupon, within not more than 72 hours, register and deliver such Bonds upon authorization of die County as provided in such instructions. Each Bond shall be transferable within 72 hours after request, but only upon the presentation and surrender thereof at the principal corporate trust 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 the form satisfactory to the Paying Agent/Registrar. Upon due presentation of any Bond for transfer, die Paying Agent/Registrar shall audienticate and deliver in exchange therefor, to the extent possible and under reasonable circumstances within three business day after such presentation, a new Bond or Bonds, registered in the name of the transferee or transferees, in authorized denominations, of the same maturity, in the appropriate principal amount, and bearing interest at the same rate as the Bond or Bonds so presented. All Bonds shall be exchangeable upon presentation and surrender dicreof at the principal corporate trust office of the Paying Agent/Rcgistrar for a Bond or Bonds of die same maturity and interest rate and in any authorized denomination, in an aggregate principal amount or maturing amounts, as appropriate, equal to the unpaid principal amount or maturing amount of die Bond or Bonds presented for exchange. The Paying Agent/Rcgis", shall be and is hereby audiorized to authenticate and deliver exchange Bonds in accordance with this Order and each Bond so delivered shall be entitcd to the benefits and security of this Order to the same extent as the Bond or Bonds in lieu of which such Bond is delivered. The County or the Paying Agent/Registrnr may require the Owner of any Bond 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 Bond. Any fee or charge of the Paying Agent/Registrar for such transfer or exchange shall be paid by die County. Section 11. Book -Entry Only System. it is intended that the Bonds 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 Bonds shall be issued (following cancellation of tie Initial Bonds described in Secton 10) in the form of a separate single definitive Bond. Upon issuance, the ownership of each such Bond shall be registered in the name of Cede & Co., as the nominee of DTC, and all of the outstanding Bonds 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 attached hereto as Exhibit E (the "Representation Letter "). With respect to the Bonds registered in the name of Cede & Co., as nominee of DTC, the County and the Paying Agent/Rcgistrar shall have no responsibility or obligation to any broker - dealer, bank, or other financial institution for which DTC holds the Bonds from time to time as securities depository (a "Depository Participant ") or to any person on behalf of whom such a Depository Participant holds in interest in the Bonds (an "Indirect Participant "). Widiout 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 9 I 0 Depository Participant with respect to any ownership interest in the Bonds or (ii) the delivery to any Depository Participant or any Indirect Participant or any other Person, other than a Owner of a Bond. of any amount with respect to principal of or interest on the Bonds. While in die DTC System, no person other than Cede & Co., or any successor thereto, as nominee for DTC, shall receive a Bond evidencing the obligation of the County to make payments or principal and interest pursuant to this Order. Upon delivery by DTC to the Paying Agcnt/Regisuw of written notice to die 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 [lie 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 bct►ef►cial owners of the Bonds that they be able to obtain certificates, and die Bonds shall no longer be restricted to being registered in the name of Cede & Co., as nominee of DTC. Al dial time, the County may dcicnh►ine that the Bonds 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 Bonds may be registered in whatever name or names the Owners of the Bonds transferring or exchv►ging the Bonds shall designate, in accordance with the provisions hereof. Notwithstanding any other provision of this Order to die contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, in [lie manner provided in the Representation Letter. Section 12. County Officer's Dudes. (a) Issuance of Bonds. The County Judge of the County shall submit the Initial Bonds, die record of die proceedings authorizing die issuance of the Bonds, and any and all necessary orders, certificates, and records to the Attorney General of die Slate of Texas for his investigation. After obtaining the approval of die Attorney General, the County Judge of die County shall cause die Initial Bonds to be registered by die Comptroller of Public Accounts of die State of Texas. The officers or acting officers of the Court are authorized to execute and deliver on behalf of the County such certificates and instruments as may be necessary or appropriate prior to the delivery of and payment for die Bonds to and by the Initial Purchasers. (b) Execution of Order. The County Judge and the County Clerk of the County are authorized to execute the certificate to which this Order is attached on behalf of the Court and to do any and all things proper and necessary to carry out the intent hereof. Section 13. Remedies of Owners. In addition to all rights and remedies of any Owner of the Bonds provided by the laws of the State of Texas, the County and the Court covenant and agree that in die event the County defaults in the payment of die principal of or interest on any of the Bonds when due, fails to make the payments required by this Order to be made bhto die Interest and Sbhking 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 Bonds shall be entitled to a writ of mandamus issued by a court of proper jurisdiction compelling and requiring the Court 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 d►crein, and every such right or power may he exercised from line to time and as often as may be dec►ned expedient. The specific remedies mentioned in this Order shall be available to any Owner of any of the Bonds and shall be cumulative of all other existing remedies. Section 14. Last, Stolen, Destroyed, Damaged, or Mutilated Bonds; Destn►ction of Paid Bonds. (a) Replacement Bonds. In the event any outstanding Bond shall become lost, stolen, destroyed, darnagel, or mutilated, at the request of the Owner thereof, the County shall cause to be executed, registered by the Paying Agent/Regis".". . 10 and delivered a substitute Bond of like date and tenor, in exchange and substitution for and upon cancellation of such mutilated or dvnaged Bond, or in lieu of and substitution for such Bond, lost, stolen, or destroyed, subject to the provisions of subsections (b), (c), (d), and (e) of this Section. (b) Application and Indemnity. Application for exchange and substitution of lost, stolen, destroyed, damaged, or mutilated Bonds shall be made to the County. In every case the applicant for a substitute Bond shall furnish to the County such deposit for fees and costs as may be required by the County to save it and the Paying Agent/Registrar harmless from liability. In every case of loss, theft, or destruction of a Bond, the applicant shall also furnish to the County indemnity to the County's satisfaction and shall file with the County evidence to the County's satisfaction of the loss, theft, or destruction and of the ownership of such Bond. In every case of darnage or mutilation of a Bond, the applicant shall surrender the Bond so damaged or mutilated to the Paying Agent/Rcgistrar. (c) Matured Bonds. Notwithstanding the foregoing provisions of this Section, in the event any such Bond shall have matured, and no default has occurred which is then continuing in the payment of the principal of or interest on the Bonds, the County may authorize die payment of the same (without surrender thereof except in the case of a damaged or mutilated Bond) instead of issuing a substitute Bond, if any, provided security or indemnity is furnished as above provided in this Section. (d) Expense of Issuance. Upon the issuance of any substitute Bonds, the County may charge the owner of such Bond with all fees and costs incurred in connection therewith. Every substitute Bond issued pursuant to the provisions of this Section by virtue of the fact that any Bond is lost, stolen, destroyed, damaged, or mutilated shall constitute a contractual obligation of the County, whether or not the lost, stolen, destroyed, damaged, or mutilated Bonds shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this Order equally and proportionately with any and all other Bonds duly issued under this Order. (e) Audtority to Issue Substitute Bonds. This Order shall constitute sufficient authority for tae issuance of any such substitute Bonds without necessity of further action by the Court or any other body or person, and the issuance of such substitute Bonds is hereby authorized, notwithstanding any other provisions of Qtis Order. (f) Destruction of Paid Bonds. At any time subsequent to six months after the payment thereof, the Paying Agent/Registrar is authorized to cancel and destroy any Bonds duly paid and shall furnish to the County a certificate evidencing such destruction. Section 15. Redemption. The Bonds are not subject to optional redemption. Section 16. Defeasance Any Bond shall be deemed to be paid and shall no longer be considered to be a "Bond" within the meaning of this Order when payment of the principal of such Bond, plus interest thereon to the due date thereof 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 purposes of this Section), for such payment, (A) cash sufficient to make such payment or (B) GovcmmenLd Obligations certified by an independent public accounting firm of national reputation to be of such maturities and interest payment dates and to bear interest at such rates as will, without further investment or reinvestment of either the principal amount thereof or the interest earnings 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 that all the expenses pertaining to the Bonds with respect to wluch 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 Bond unless made with respect to all of the Bonds then outstanding. Any money and Government 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 Bonds when I1 ti • +i due. No money or Governmental Obligations so deposited steal: 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 be of such interest as will, without further investment or reinvestment of either the principal unount thereof or [lie interest earning therefrom, be sufficient to make such payment. At such times as a Bond shall be deemed to be paid hereunder, as aforesaid, they shall no longer be entitled to the benefits of this Order, except for (lie purposes of any such payment from such money or Governmental Obligations. In the event that the principal and/or interest due on the Bonds shall be paid by AMBAC Indemnity pursuant to the Municipal Bond Guaranty Insurance Policy issued by AMBAC Indemnity insuring the payment when due of the principal of and interest on the Bonds as provided therein, die Bonds shall remain outstanding for all purposes, not be defe -med or otherwise satisfied, and not be considered paid by (lie County, and the assignment and pledge of the proceeds of taxes and all covenants, agreements, and other obligations of die County to die registered owners shall continue to exist and shall run to die benefit of AMBAC Indemnity, and AMBAC Indemnity shall be subrogatcd to the rights of such registered owners. Section 17. Order n Contract: Amendments. This Order shall constitute a contract with the Owners, from time i to time, of the Bonds, binding on the County and its successors and assigns, and shall not be amended or repealed by the County as long as any Bond remains outstanding except as permitted in this Section. Tine County may, without die consent of or notice to any Owners, amend, change, or modify this Order as may be required (a) by the provisions hereof; (b) for the purpose of curing any ambiguity, inconsistency, or formal defect or omission herein; or (c) in connection with any other change which is not to the prejudice of the Owners. The County may, with the written consent of die Owners of the majority in aggregate principal amount of Bonds then outstanding affected thereby, amend, change, modify, or rescind any provisions of this Order, provided that without the consent of all of the Owners affected, no such amendment, change, modification, or rescission shall (i) extend [lie dine or dines of payment of the principal of and interest on the Bonds or reduce die principal amount thereof or the rate of interest thereon; (ii) give any preference to any Bond over any other Bond; (iii) extend any waiver of default to subsequent defaults; or (iv) reduce die aggregate principal amount of Bonds required for consent to any such amendment, change, modification, or rescission. When the County desires to make any amendment or addition to or rescission of this Order requiring consent of die Owners, the County shall cause notice of the amendment, addition, or rescission described in such notice and shall specifically consent to and approve the adoption thereof in substantially the form of the copy thereof referred to in such notice, thereupon, but not otherwise, die 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 18. Sale and Delivery of Bonds. (a) Stile. The sale of the Bonds to the Initial Purchaser pursuant to the Purchase Contract is hereby confirmed and delivery of die Bonds to the Initial Purchaser shall be made as soon as practicable after die adoption of this Order, upon payment therefor, in accordance with the Purchase Contract. The County Judge of the County is hereby authorized to sign and deliver the Purchase Contract. (b) Approval of official Statement. The County hereby approves the form and content of the Official Statement relating to the Bonds and any addenda, supplement, or amcndhnent thereto, and approves the distribution of such Official Statement in die reoffering of die Bonds by (lie Initial Purchasers in final form, with such changes therein or additions thereto as the officer executing the same may deem advisable, such determination to be conclusively evidenced by his execution thereof. The form and content of and die distribudon and use of the Preliminary Official Statement dated February 22, 1993, prior to the date hereof is hereby ratified and confirmed. The Court finds and determines that die Preliminary Official Statement is "deemed final" as that tern is defined in 17 C.F.R. Section 240.15c2 -12. 12 - • -'�, M^ 4 (c) Legal Opinion. The Initial Purchaser's obligation to accept delivery of the Bonds is subject to its being fumislied an opinion of McGinnis, Lochridge &r Kilgore, L.L.P., Attomeys, such opinion to be dated and delivered as of the date of delivery and payment for the Bonds. (d) Registration and Delivery. Upon the registration of die Initial Bonds, the Comptroller of Public Accounts of the State of Texas is authorizal and instruct to deliver the Initial Bonds pursuant to the instruction of the President of [tie Court for delivery to the Initial Purchasers. Section 19. Approval of Escrow Agreement. The Escrow Agreement is hereby approved and the County Judge of the County is hereby authorized and directed to execute and deliver, and (lie County Clerk of the County is hereby au(1101i7ed and directed to attest the Escrow Agreement. Section 20. Use of Proceeds. The proceeds from the sale of the Bonds shall be as follows: (i) accnicd interest on the Bonds shall be delx)sited to [lie credit of die Interest and Sinking Fund; (ii) $5,043,785.19 of the proceeds shall be deposited to credit of [lie "Escrow Fund ", eslablished in accordance with the provisions of the Escrow Agreement, which proceeds, together with other funds on deposit therein and received from die investment thereof, shall be used to retire the Refunded Bonds; and (iii) the balance of the proceeds shall be used to pay the cost of issuing the Bonds. Section 21. Matters Related to Refunding. (a) In order that [lie County shall satisfy in a timely manner all of its obligations under (his Order, the County Judge of the County and all other appropriate officers and agents of the County are hereby authorized and directed to take all other actions that are reasonably necessary to provide for the refunding of the Refunded Bonds, including, without limitation, executing and delivering on behalf of the County all certificates, consents, receipts, requests, notices, and other documents as may be reasonably necessary to satisfy the County's obligations under this Order and to dirccl die transfer and application of funds of the County consistent with the provisions of this Order. (b) The County hereby irrevocably calls the Refunded Bonds for redemption prior to maturity on the dates set forth in, and authorizes and directs notice of such redemption to be given as provided in, the forms attached hereto t[s Exhibit "D ". (c) No money of the Issuer other than proceeds of the Bonds shall be used to refund the Refunded Bonds. (d) To assure the purchase of the Escrowed Securities referred to in the Escrow Agreement, the County Judge of the County and (lie Escrow Agent are hereby authorized to subscribe for, agree to purchase, and purchase non - callable obligations of the United States of America, in such amounts and maturities and bearing interest at such rates as may be provided for in the Report referred to in die Escrow Agreement, and to execute any and all subscriptions, purchase agreements, commitments, letters of authorization, and other documents necessary to effectuate the foregoing, :uid any actions heretofore taken for such purpose arc hereby ratified and approval. Section 22, Payment Procedure Pursunnt to Municipal Bond Guamnty insurance Policy. As long as the bond guaranty insurance shall be in full force and effect, die County and the Paying Agent/Registrar agree to comply with the following provisions: (a) If payment of principal or interest due on the Bonds has not been mnde to (lie Paying Agent/Registrar in time to pay the registered owners of die Bonds. the Paying Agent/Registrar or nny registered owner to whom such payment is due shall so notify AMBAC Indemnity, by telephonic or telegraphic notice, subsequently confirmed in writing, or written notice by registered or certified mail. Such notice shall specify the amount of the anticipated deficiency, the Bonds to which such deficiency is applicable, and whether such Bonds will be deficient as to principal or interest, or both. AMBAC Indemnity, on the later of the dale due for payment or within one business day after receipt of notice of nonpayment, will deposit sufficient money with the United States Trust Company of New York, as insurance trustee for AMBAC Indemnity or any successor insurance trustee (the "Insurance Trustee "). 13 6 a " •• (b) The Paying Agent/Registnu shall, after giving notice to AMBAC Indemnity as provided in (a) above. make available to AMBAC Indemnity and, at AMBAC Indemnity's direction, to the Insurance Trustee, the registration books of the County maintained by the Paying Agent /Registrar, and all records relating to the Funds and Accounts main4vned under dais Order. (c) The Paying Agent/Rcgistrar shall provide AMBAC Indemnity and the Insurnmce Trustee with a list of registered owners of Bonds entitled to receive principal or interest pnyments from AN413AC Indemnity under the terms of the municipal bond guaranty insurance policy issued by AMBAC Indemnity insuring the payment when due of the principal of turd interest un the Bonds as provided thetedn (the "Municipal Bond Guaranty Insurance Policy "), and shall make arrangements with the Insurance Trustee (i) to mail checks or drafts to the registered owners of Bonds entitled to receive full or partial interest payments from AMBAC Indemnity and (ii) to pay principal upon Bonds surrendered to the Insurance Trustee by the registered owners of Bonds entitled to receive full or partial principal payments from AMBAC Indemnity. (d) The Paying Agcnt/Registrar shall, at the thno it provides notice to AMBAC Indemnity pursuant to (n) above, notify registered owners of Bonds entitled to receive the payment of principal or interest dnercon from AMBAC Indemnity (i) as to the fact of such entitlement; (ii) that AMBAC Indemnity will remit to them all or a part of the interest payments neat corning due; (iii) that should they be entitled to receive full payment of principal from AMBAC Indemnity, they must present and surrender their Bonds together with any appropriate instrument of assignment for payment to [lie Insurance Trustee, and not the Paying Agent/Registrar; and (iv) that should they be entitled to receive partial payment of principal from AMBAC Indemnity, they must present and surrender their Bonds for payment thereon first to the Paying AgetiVRegistrar, who shall note on such Bonds the portion of the principal paid by the Paying Agent/Registrar. and then, along with an appropriate instrument of assignment, to the Insurance Trustee, which will then pay the unpaid portion of principal. The Insurance Trustee shall disburse to registered owners of Bonds, or the Paying Agent/Registrar, the paymcnt due less any amount held by the Paying Agent/Rcgistrar for payment of principal of or interest on Bonds and legally available therefor. (c) In the event that die Paying Agent/Registrar his notice that any payment of principal of or interest on a Bond which has become due for payment and which is made to a registered owner by or on behalf of the County has been deemed a preferential transfer and theretofore recovered from its registered owner pursuant to the United States Bankruptcy Code by a trustee in bankruptcy in accordance with the final, nonappealable order of a court having competent jurisdiction, the Paying Agent/Registrar sha 1, at the time AMBAC Indemnity is notified pursuant to (a) above, notify all registered owners that in the event that any registered owner's payment is so recovered, such registered owner will be entitled to payment from AMBAC Indemnity to the extent of such recovery if sufficient funds are not otherwise available, and die Paying Agent/Regisux shall furnish to AMBAC Indemnity its records evidencing die payments of principal of and interest on the Bonds which have been made by the Paying Agent/Registrar and subsequently recovered from registered owners and the dates on which such payments were made. (f) in addition to those rights granted AMBAC Indemnity under this Order, AMBAC Indemnity shall, upon remittance and transfer of Bonds or appropriate instruments of assignment, become the owner thereof, and to evidence such ownership (i) in the case of claims for past due interest, the Paying Agent/Registrar shall note AMBAC Indemnity right's as owner on (lie Registration Books upon receipt from AMBAC Indemnity of proof of the paymcnt of interest thereon to the registered owners of die Bonds and (ii) in die case of claims for past due principai, die Paying Agent/Registrar shall note AMBAC Indemnity's rights as owner on die Registration Books upon surrender of the Bonds by die registered owners thereof together with proof of the payment of principal thereof. Section 23. Notices To Be Given To AMBAC Indemnity. While the Municipal Bond Guaranty Insurance Policy is in effect, the County shall furnish to AMBAC Indemnity; (a) as soon as practicable after the filing thereof, a copy of any financial statement of the County and a copy of any audit and annual report of the County; 14 III C P t - -• - -a - � - . r 3 _ �--�� �_ • F 1 t 1 (b) a copy of any notice to be given to the registered owners of [lie Bonds, including, without limitation, notice of any redemption of or defeasance of Bonds, and any certificate rendered pursuant to this Order relating to the security for die Bonds; and (c) such additional information it may reasonably request. The County will pennit AMBAC Indemnity to discuss the affairs, finances, and accounts of the County or any information AMBAC Indemnity may ma-sonably request regarding die security for the Bonds with appropriate officers of the County. The County will permit AMBAC Indemnity to have access to and to make copies of all books and records relating to the Bonds at tiny reasonable time. Notwithstanding any other provision of this Order the Paying Agent/Registrar shall immediately notify AMBAC Indemnity if at any time there is insufficient money to make any payments of principal vtd/or interest as required hereunder. Section 24. 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. (b) Inconsistent Provisions. All orders and resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Order are hereby repealed and declared to be inapplicable, and the provisions of this Order shall be and remain controlling as to the matters prescribed herein. (c) Severability. If any word, phrase, clause, paragraph, sentence, part, portion, or provision of this Order or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Order shall nevertheless be valid and the Court 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) Oven Meeting. The Court officially finds and determines that the meeting at which this Order is adopted was open to the public; and that public notice of the time, place, grid purpose of such meeting was given, all as required by Article 6252 -17, Vernon's Texas Civil Statutes, as amended. PASSED AND APPROVED this 8th day of March, 1993. ATTEST-. County ge, Brazos ounty eras County erk, Brazos County, Texas (COMMISSIONERS COURT SEAL) 15 Vol 7 s d I. 9 EXHIBIT A ESCROW AGREEMENT THIS ESCROW AGREEMENT, dated as of March IS, 1993 (herein, together with any amendments or supplements hereto, called the "Agreement ") is entered into by and between BRAZOS COUNTY, TEXAS (herein called the "Issuer ") and AMERITRUST TEXAS NATIONAL ASSOCIATION, Houston, Texas, as escrow agent (herein, together with any successor in such capacity, called the "Escrow Agent "). The addresses of the Issuer and the Escrow Agent are shown on Exhibit "A" attached hereto and made a pan hereof. WITNESSETH: WHEREAS, the Issuer heretofore has issued or assumed and there presently remain outstanding the obligations described in Exhibit "B" attached hereto (the "Refunded Obligations "); and WHEREAS, the Refunded Obligations are scheduled to bear interest and be payable at such times and in such amounts as are set forth in Exhibit "C" attached hereto and made a part hereof; and WHEREAS, when firm banking arrangements have been made for the payment of all principal and interest of the Refunded Obligations when due, then the Refunded Obligations shall no longer be regarded ns outstanding except for die purpose of receiving payment from die funds provided for such purpose; and WHEREAS, Vernon's Ann. Tex. Civ. St. Article 717k, as amended ( "Article 717k ") authorizes the Issuer to issue refunding bonds and to deposit the proceeds from the sale thereof, and any other available funds or resources, directly with any place of payment (paying agent) for any of the Refunded Obligations, and such deposit, if made before such payment dates and in sufficient atnuunts, shall constitute the making of firm banking and financial arrangements for the discharge and final payment of the Refunded Obligations; and WHEREAS. Article 7i7k further authorizes (lie Issuer to enter into an escrow agreement with any such paying agent for any of the Refunded Obligations with respect to the safekeeping, investment, administration, and disposition of any such dcposi(, upon such terns and conditions as the Issuer and such paying agent may agree, provided that such deposits may be invested only in direct obligations of the United States of America, including obligations the principal of and interest on which are unconditionally guaranteed by the United States of America, and which may be in book entry form, and which shall mature and/or bear interest payable at such times and in such amounts as will be sufficient to provide for the scheduled payment of principal and interest on the Refunded Obliga- tions when due; and WHEREAS, die Escrow Agent is the paying agent for one series of the Refunded Obligations and this Agreement constitutes an escrow agreement of the kind authorized and required by Article 717k, and WHEREAS, Article 717k makes it the duty of the Escrow Agent to comply with the terms of this Agreement and timely snake available to the other places of payment (paying agents) for die Refunded Obligations the amounts required to provide for the payment of the principal of and interest on such obligations when due, and in accordance with their terns, but solely from the funds, in the manner, and to the extent provided in this Agreement; and W REREAS, the issuance, sale, and delivery of the "Brazos County, Texas General Obligation Refunding Bonds, Taxable Series 1993" (the "Refunding Obligations ") have been duly authorized to be issued, sold, and delivered partially for the purpose of obtaining the funds required to provide for the payment of the principal of and interest on die Refunded Obligations when due; and WHEREAS, die Issuer desires that, concurrently with the delivery of the Refunding Obligations to the purchasers thereof, certain proceeds of the Refunding Obligations, together with certain other available funds of the 1 l T • Issuer, shall be applied to purchase certain direct obligations of the United States of America hereinafter defined as the "Escrowed Socurities" for deposit to the credit of the Escrow Fund created pursuant to the terms of this Agreement and to establish a beginning cash balance (if needed) in such Escrow Fund; and WHEREAS, the Escrowed Securities shall mature and the interest thereon shall be payable at such times and in such amounts so as to provide money which, together with cash balances from time to time on deposit in the Escrow Fund, will be sufficient to pay interest on the Refunded Obligations as it accrues and becomes payable and the principal of the Refunded Obligations as it becomes due and payable; and WHEREAS, to facilitate the receipt and transfer of proceeds of the Escrowed Securities, particularly those in book entry form, the Issuer desires to establish the Escrow Fund at the principal corporate trust office of the Escrow Agent; and WHEREAS, the Escrow Agent is a party to this Agreement to acknowledge its acceptance of the terms and provisions hereof-, NOW, THEREFORE, in consideration of the mutual undertakings, promises, and agreements herein contained, the sufficiency of which hereby are acknowledged, and to secure the full and timely ptyment of principal of and the interest on the Refunded Obligations, the Issuer and the Escrow Agent mutually undertake, promise, and agree for themselves and their respective representatives and successors, as follows: ARTICLE I. DEFINITIONS AND INTERPRETATION Section 1.01. Definitions. Unless die context clearly indicates otherwise, the following terms shall have the mmnings assigned to them below when they are used in this Agreement: "Escrow Fund" means the fund created by this Agreement to be administered by the Escrow Agent pursuant to the provisions of this Agreement. "Escrowed Securities" means the cash and noncallable United States Treasury obligations described in Exhibit "D" attached to this Agreement. Section 1.02. Other Definitions. The terms "Agreement ", "Issuer ", "Escrow Agent ", "Refunded Obligations ". and "Refunding Obligations ", when they are used in this Agreement, shall have the meanings assigned to them in the preamble to this Agreement. Section 1.03. Interpretations. The titles and headings of the articles and sections of this Agreement have been inserted for convenience and reference only and are not to be considered a part hereof and shall not in any way modify or restrict the terns hereof. This Agreement and all of the terns and provisions hereof shall be libe". 1y construed to effectuate the purposes set forth herein and to achieve the intended purpose of providing for the refunding of the Refunded Obligations in accordance with applicable law. ARTICLE 1I. DEPOSIT OF FUNDS AND ESCROWED SECURITIES Concurrently with the sale and delivery of the Refunding Obligations the Issuer shall deposit, or cause to be deposited, with the Escrow Agent, for deposit in the Escrow'Fund, the money and Escrowed Securities described herein, and the Escrow Agent shall, upon the receipt thereof, acknowledge such receipt to the Issuer in writing. ARTICLE III. CREATION AND OPERATION OF ESCROW FUND Section 3.01. Escrow Fund. The Escrow Agent has created on its books a special trust fund and irrevocable escrow to be known as the "Brazos County General Obligation Refunding Bonds. Taxable Series 1993 Escrow Fund" I 7 " • r " I 0 (the 'Escrow Fund "). The Escrow Agent hereby agrees that upon receipt thereof it will deposit to the credit of the Escrow Fund the funds and lite Escrowed Securities described in Exhibit "D" attached hereto. Such deposit, all proceeds therefrom, and all cash ba!ances from time to time on deposit therein (a) shall be the property of the Escrow Fund, (b) shall be applied only in strict conformity with the terms and conditions of this Agreement, and (c) arc hereby irrevocably pledged to the payment of the principal of and interest on the Refunded Obligations, which payment shall be made by timely transfers of such amounts at such times as are provided for in Section 3.02 hereof. When die final transfers have beep made for die payment of such principal of and interest on the Refunded Obligations, any balance then remaining in the Escrow Fund shall be transferred to the Issuer, and the Escrow Agent shall thereupon be discharged from any further duties hereunder. Section 3.02. Payment of Principal and Interests Money Transmitted to Issuer. The Escrow Agent is hereby Irrevocably instructed to transfer from the cash balances from time to time on deposit in the Escrow Fund, the amounts required to pay die principal of and interest on die Refunded Obligations to their redemption date in the amounts and at the tunes shown in Exhibit "C" attached hereto. Immediately following such payments the remaining money in the Escrow Fund shall be transmitted to the Issuer by die fastest available method. Section 3.03. Sufficiency of Escrow Fund. The Issuer represents that the successive receipts of the principal of and interest on the Escrowed Securities will assure that die cash balance on deposit from time to time in the Escrow Fund will be at all tinncs sufficient to provide money for transfer to the respective paying agent at the times and in die amounts required to pay die principal of and interest on tine Refunded Obligations on the redemption date all as more fully set forth in Exhibit "E" attached hereto. If, for any reason, at any time, the cash balances on deposit or scheduled to be on deposit in die Escrow Fund shall be insufficient to transfer the amounts required by each place of payment (paying agent) for the Refunded Obligations to make the payments set forth in Section 3.02 hereof, the Issuer shall timely deposit in the Escrow Fund, from any funds that are lawfully available therefor, additional funds in (lie amounts required to make such payments. Notice of any such insufficiency shall be given promptly as hereinafter provided, but the Escrow Agent shall not in any manner be responsible for any insufficiency of funds in the Escrow Fund or the Issuer's failure to make additional deposits thereto. Section 3.04. Trust Fund. The Escrow Agent shall hold at all tunes the Escrow Fund, the Escrowed Securities, and all other assets of lite Escrow Fund, wholly segregated from all other funds and securities on deposit with the Escrow Agent; it shall never allow rite Escrowed Securities or any other assets of the Escrow Fund to be commingled with any other funds or securities of die Escrow Agent; and it shall hold and dispose of the assets of the Escrow Fund only as set forth herein. The Escrowed Securities and other assets of the Escrow Fund shall always be maintained by the Escrow Agent as trust funds for die benefit of die owners of die Refunded Obligations, and a special account thereof shall at all times be maintained on lite books of the Escrow Agent. The owners of the Refunded Obligations shall be entitled to the smne preferred claim and first lien upon the Escrowed Securities, the proceeds U)ereof, and all other assets of the Escrow Fund to which they are entitled as owners of the Refunded Obligations. The amounts received by the Escrow Agent under this Agreement shall not be considered as a banking deposit by the Issuer, and die Escrow Agent shall have no right to tide with respect thereto except as a constructive trustee and Escrow Agent under die terns of this Agreement. The amounts received by the Escrow Agent under this Agreement shall not be subject to warrants, drafts, or checks drawn by the Issuer or, except to the extent expressly herein provided, by any paying agent. Section 3.05. Security for Cash Balances. Cash balances from time to time on deposit in the Escrow Fund shall, to lite extent not insured by lite Federal Deposit Insurance Corporation or its successor, be continuously secured by a pledge of direct obligations of, or obligations unconditionally guaranteed by, the United States of America, having a market value at least equal to such cash balances. ARTICLE IV, LIMITATION ON INVESTMENTS Section 4.01. Investments. (n) Initial Investments. Except for the initial investment of proceeds of the Refunding Obligations in cite Escrowed Securities and the reinvestments described in and contemplated by the report i ,� e i• • ! l(� covering the Bonds of McGladrey & Pullen (the "Report ") which are hereby specifically permitted, and except is in Section 4.01(b) and (c) specifically permitted, neither the Escrow Agent, the Issuer, nor any other entity shall have any right, power, or duty to invest or reinvest any money held hereunder, or to make substitutions of die Escrowed Securities, or to sell, transfer, or otherwise dispose of the Escrowed Securities. (b) Initial Substitution for Escrowed Securities. Concurrently with the sale and delivery of the Refunding Obligations, the Issuer, at its option, may substitute cash or non - interest bearing direct obligations of the United States Treasury i.e., Treasury obligations that mature and are payable in a stated amount on the maturity date thereof, and for which there are no payments other than the payment made on the maturity (late) for non - interest bearing Escrowed Securities, if tiny, listed in Exhibit "D•• attached hereto, but only if such cash nn(/or substituted non - interest bearing direct obligations of the United Swtcs Treasury - (1) are in an amount, and/or mature in an amount, that, together with any cash substituted for such obligations, is equal to or greater than the amount payable on the maturity date of the obligations listed in Exhibit ••D" for which such obligation is substituted, and (2) mature on or before the maturity date of the obligation listed in Exhibit "D" for which such obligation is substituted. If any such cash and/or obligations are so substituted for any Escrowed Securities, the Issuer may, at any time thereafter, substitute for such cash and/or obligations the same Escrowed Securities for which such cash and/or obligations originally were substituted. (c) Other Substitutions. At the direction of the Issuer, the Escrow Agent slmall redeem all or any pan of the Escrowed Securities and reinvest the proceeds thereof, together with all or any part of any cash held in the Escrow Fund, in noncallable direct obligations of the United States of America, provided that the Issuer delivers to the Escrow Agent the following: (1) an opinion by an independent certified public accountant that after such reinvestment the principal amount of substituted securities, together with the interest thereon and any other available cash in the Escrow Fund, will be sufficient to pay, as the same become due in accordance with Exhibit "C" attached hereto, the principal of, redcnnpdon premium, if any, and interest on the Refunded Obligations which have not previously been paid, and (2) an unqualified opinion of nationally recognized municipal bond counsel to the effect that (i) such investment will not make the interest on the Refunding Obligations or the Refunded Obligations subject to federal income taxation, and (ii) such reinvestment complies with the laws of the State of Texas and with all relevant documents relating to the issuance of the Refunding Obligations and the Refunded Obligadons. Section 4.02. Excess Balances. The Escrow Agent may from time to time transfer amounts held in the Escrow Fund to or on the order of the Issuer provided that the Issuer delivers to the Escrow Agent the following: (1) an opinion by an independent certified public account that, after the transfer of such excess, the principal amount of securities in the Escrow Fund,'together with the interest thereon and other available money, will be sufficient to pay, as the same become due, in accordance with Exhibit "D ", the principal of, redemption premium, if any, and interest on the Refunded Obligations relating to the Escrow Fund which have not previously been paid, and (2) an unqualified opinion of nationally recognized bond counsel to the effect that (a) such transfer will not make the interest on the Refunding Bonds or the Refunded Obligations subject to federal income 4 L ' 0 • taxation and (b) such transfer complies with the laws of the State of Texas and with all relevant documents relating to the issuance of such Refunded Obligations mid the Refunding Bonds. Section 4.03. Allocation of Certain Escrowed Securities. The maturing principal of and interest on the Escrowed Securities may be applied to the payment of any Refunded Obligations and no allocadon or segregation of the receipts of principal or interest from such Escrowed Securities is required. ARTICLE V. APPLICATION OF CASH BALANCES Except as provided Sections 3.01, 3.02, 4.01, and 4.02 hereof, no withdrawals, transfers, or reinvestment shall be made of cash balances in the Escrow Fund. ARTICLE VI. RECORDS AND REPORTS Section 6.01. Records. The Escrow Agent will keep books of record and account In which complete and correct entries shall be made of all transactions relating to the receipts, disbursements, allocations, and application of the money and Escrowed Securities deposited to die Escrow Fund and all proceeds thereof, and such books shall be available for inspection at reasonable Hours and under reasonable conditions by the Issuer and the owners of the Refunded Obligations. Section 6.02. RcPorts. While this AgRCment remains in effect, die Escrow Agent annually shall prepare and send to the Issuer a written report sununarizing all transactions relating to the Escrow Fund during the preceding year, including, without limitation, credit$ to the Escrow Fund as n result of interest payments on or maturities of the Escrowed Securities and transfers from [lie Escrow Fund for payments on die Refunded Obligations or oUierwise, together with a detailed statement of all Escrowed Securities and the cash balance on deposit in the Escrow Fund as of die end of such period. ARTICLE VII. CONCERNING THE PAYING AGENTS AND ESCROW AGENT Section 7.01. Reyresentations. The Escrow Agent hereby represents that it has all necessary power and authority to enter into this Agreement and undertake the obligations and responsibilities imposed upon it hcrcin, and that it will carry out all of its obligations hereunder. Section 7.02. Limitation on Liability. The liability of the Escrow Agent to transfer funds for the payment of the principal of and interest on the Refunded Obligations shall be limited to the proceeds of the Escrowed Securities and the cash balances from time to time on deposit in the Escrow Fund. Notwithstanding any provision contained herein to the contrary, neither die Escrow Agent nor the Paying Agent shall have any liability whatsoever for die insufficiency of funds from dine to time in the Escrow Fund or miy failure of the obligors of the Escrowed Securities to make timely payment Uiercon, except for the obligation to notify the Issuer promptly of any such occurrence. The recitals herein and in the proceedings authorizing the Refunding Obligations shall be taken as the statements of the Issuer and shall not be considered as made by, or imposing any obligation or liability upon, the Escrow Agent. The Escrow Agent is not a party to the proceedings authorizing die Refunding Obligations or the Refunded Obligations acid is not responsible for nor bound by any of the provisions thereof (except as a place of payment and paying agent and/or a Paying Agent/Registrar dnerefor). In its capacity as Escrow Agent, it is agreed that die Escrow Agent need look oinly to die terns and provisions of Unis Agreement. The Escrow Agent makes no representations as to die value, condition, or sufficiency of the Escrow Fund. or any part thereof, or as to the title of die Issuer thereto, or as to the security afforded thereby or hereby, and the Escrow Agent shall not incur any liability or responsibility in respect to any of such matters. h 1 • 1 � It is the intention of the parties hereto that the Escrow Agent shall never be required to use or advance its I own funds or otherwise incur personal financial liability in the performance of any of its duties or the exercise of any of its rights and powers hereunder. The Escrow Agent shall not be liable for any action taken or neglected to be taken by it in good faith in any exercise of reasonable care and believed by it to be within the discretion or power conferral upon it by this Agreement, nor shall the Escrow Agent be responsible for the consequences of any error of judgment; and the Escrow Agent shall not be answerable except for its own action, neglect, or default, nor for any loss unless the same shall have been through its negligence or want of good faith. Unless it is specifically otherwise provided herein, the Escrow Agent has no duty to determine or inquire into the happening or occurrence of any event or contingency or the performance or failure of performance of the Issuer with respect to arrangements or contracts with others, with the Escrow Agent's sole duty hereunder being to safeguard the Escrow Fund, and to dispose of and deliver the same in accordance with this Agreement. If, however, the Escrow Agent is called upon by the terms of this Agreement to determine (lie occurrence of any event or contingency, the Escrow Agent shall be obligated, in making such determination, only to exercise reasonable care and diligence, and in event of error in making such determination the Escrow Agent shall be liable only for its own misconduct or its negligence. In determining the occurrence of any such event or contingency the Escrow Agent may request from the Issuer or any other person such reasonable additional evidence as the Escrow Agent in its discretion may deem necessary to determine any fact relating to the occurrence of such event or contingency, and in this connection may make inquiries of, and consult with, among others, the Issuer at any time. Section 7.03. Compensation. (a) At the delivery of the Refunding Obligations, the Issuer shall pay to the Escrow Agent $750 as a fee for performing the services hereunder and for all expenses incurred or to be incurred by the Escrow Agent in the administration of this Agreement, the sufficiency of which is hereby acknowledged by the Escrow Agent. In the event that the Escrow Agent is requested to perform any extraordinary services hereunder, the Issuer hereby agrees to pay reasonable fees to the Escrow Agent for such extraordinary services and to reimburse the Escrow Agent for all expenses incurred by the Escrow Agent in performing such extraordinary services, and the Escrow Agent hereby agrees to look only to the Issuer for the payment of such fees and reimbursement of such expenses. The Escrow Agent hereby agrees that in no event shall it ever assert any claim or lien against the Escrow Fund for any fees for its services, whether regular or extraordinary, as Escrow Agent, or in any other capacity, or for reimbursement for any of its expenses. (b) In addition, listed on Exhibit F are the names of the paying agents for the Refunding Obligations, which are the places of payment (paying agents) for the Refunded Obligations. The Escrow Agent acknowledges that it has received full payment due it as the only paying agent listed in Exhibit F for providing the services of paying agent and registrar for the Refunded Obligations in the total amount of $1,850. Section 7.04. Successor Escrow Agents. If at any time the Escrow Agent or its legal successor or successors should become unable, through operation of law or otherwise, to act as escrow agent hereunder, or if its property and affairs shall be taken under the control of any state or federal court or administrative body because of insolvency or bankruptcy or for any other reason, a vacancy shall forthwith exist in the office of Escrow Agent hereunder. In such event the Issuer, by appropriate action, promptly shall appoint an Escrow Agent to fill such vacancy. If no successor Escrow Agent shall have been appointed by the Issuer within 60 days, a successor may be appointed by the owners of a majority in principal amount of the Refunded Obligations then outstanding by an instrument or instruments in writing filed with the Issuer, signed by such owners or by their duly authorized attorneys -in -fact. If, in a proper case, no appointment of a successor Escrow Agent shall be made pursuant to the foregoing provisions of this section within three months after a vacancy shall have occurred. the owner of any Refunded Obligation may apply to any court of competent jurisdiction to appoint a successor Escrow Agent Such court may thereupon, after such notice, if any, as it may deem proper, prescribe and appoint a successor Escrow Agent. 6 I m Any successor Escrow Agent shall be a corporation organized and doing business under the laws of the United States or the State of Texas, authorized under such laws to exercise corporate trust powers, having its principal office and place of business in the State of Texas, having a combined capital and surplus of at least $5.00U,000 and subject to the supervision or examination by federal or state authority. L Any successor Escrow Agent shall execute, acknowledge, and deliver to the Issuer and the Escrow Agent an instrument accepting such appointment hereunder, and the Escrow Agent shall execute and deliver an instrument transferring to such successor Escrow Agent, subject to the terns of this Agreement, all the rights, powers, and wits of the Escrow Agent hereunder. Upon the request of any such successor Escrow Agent, the Issuer shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor Escrow Agent all such rights, powers, and duties. The Escrow Agent shall pay over to its successor Escrow Agent a proportional part of (lie Escrow Agent's fee hereunder. ARTICLE Vill. MISCELLANEOUS Section 8.01. Notice. Any notice, nuiliorization, request, or demand required or permitted to be given here- under shall be in writing and shall be deemed to have been duly given when mailed by registered or certified mail, postage prepaid addressed to the Issuer or the Escrow Agent at the address shown on Exhibit "A" attached hereto. The United States Post Office registered or certified mail receipt showing delivery of the aforesaid shall be conclu- sive evidence of the date and fact of delivery. Any party hereto may change die address to which notices are to be delivered by giving to the other parties not less than ten days prior notice thereof. Section 8.02. Termination of Responsibilities. Upon the taking of all the actions as described herein by the Escrow Agent, the Escrow Agent shall have no further obligations or responsibilities hereunder to the Issuer, the owners of the Refunded Obligations or to any other person or persons in connection with this Agreement. Notwithstanding any change in this Agreement permitted by Section 8.07, no changes to this Agreement may be made which alters the firm banking and financial arrangement for the payment of the Refunded Obligations. Section 8.03. Binding Agreement. This Agreement shall be binding upon the Issuer and the Escrow Agent and their respective successors and legal representatives, and shall inure solely to the benefit of the owners of the Refunded Obligations, the Issuer, the Escrow Agent and their respective successors and legal representatives. Section 8.04. Severability. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions of this Agreement, but this Agreement shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein. Section 8.05. Texas Law Governs. This Agreement shall be governed exclusively by the provisions hereof and by the applicable laws of the State of Texas. Section 8.06. Time of the Essence. Time shall be of the essence in die performance of obligations from time to time imposed upon the Escrow Agent by Utis Agreement. Section 8.07. Changes in Agreement Generally Prohibited. This Agreement is made for the benefit of the Issuer and the holders or owners from time to time of the Refunded Obligations, and it shall not be repealed, revoked, altered, or amended without the written consent of all such holders or owners and the written consent of the Escrow Agent; provided, however, that the Issuer and the Escrow Agent may, without the consent of, or notice to, such holders or owners and as shall not be inconsistent with the terms and provisions of this Agreement amend this Agreement to cure any ambiguity or formal defect or omission in this Agreement. Notwithstanding the foregoing, this Agreement may not be amended without the prior written consent of any rating agency which has rated die Refunded Obligations and a final copy of any such amendment shall be sent to any such rating agency. 11 � 5–z —•– 1 r -P,. . Section 8.08. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original for all purposes, and all counterparts shall together constitute one and the same instrument. EXECUTED as of the date fast written above. BRAZOS COUNTY, TEXAS By unty Judge ATTEST: 6u // l L County Itlerk (COMMISSIONERS COURT SEAL) ATTEST: Name: TEMA rnpvr.,)� IIRUSrom- CF_ Title: (SEAL) AMERIIRUST TEXAS NATIONAL ASSOCIATION Houston, Texas By Name: _ DEBBIE HALL TRUS1 UFFIC K Title: EXECUTION PAGE FOR ESCROW AGREEMENT • X • 40 ra EXHIBIT "A" ADDRESSES OF THE ISSUER AND ESCROW AGENT ISSUER Brazos County, Texas 300 East 26th Street Bryan, Texas 77803 Attention: County Judge ESCROW AGENT Ameritrust Texas National Association 5599 San Fclipc, 3rd Floor Houston, Texas 77056 Attention: Corporate Trust Department A -1 i Brazos County, Texas General Obligation Refunding Bonds Series 1985 •� M 1 i EXIUBIT "B" DESCRIPTION OF THE REFUNDED OBLIGATIONS Maturities Refunded Earliest Refunded Amount Redemption Date 03/1/94 S 805,000 09/1/93 03/1/95 810,000 09/1/93 03/1/96 865,000 09/1/93 03/1/97 1,020,000 09/1/93 03/1/98 1,025,000 09/1/93 03/1/99 385,000 09/1/93 Total Refunded Bonds $4,910,000 B -1 ' . 1 r f d t I m It EXHIBIT "C" DEBT SERVICE REQUIREMENTS OF THE REFUNDED OBLIGATIONS I Total Remaining Debt Service Due Principal Interest Payments 09/01/93 $ 4,910.000 (1) S 196,541.25 S 5.106.5,11.25 (1) Consists of the following bonds to be redecmed at par: Maturity Date Intcrest arch 1 Principal Rate 1994 S 805,000 7.60% 1995 810,000 7.80 1996 865,000 8.00 1997 1,020,000 8.10 1998 1,025,000 8.25 1999 385,000 8.40 C -1 • • i EXHIBfr "D" _ESCROW DEPOSIT I. CASH . 585.19 s i II. GOVERNMENTAL OBLIGATIONS - 55,043,700 as follows:' Tie Maturity Date Par Amount Cou Yield Price Cost ; 2.9396 0.00 100 $5,043,700 . SLGS 9/1/93 $5,043,700 a k 1. EXHIBIT "E" ESCROW FUND CASH FLOW Total Cash Receipt t Receipt Interest From y Dnte Type Rate Principal Interest SLGS 09/01/93 Cert. 2.93% S 5,043,700 S 62,756.06 $ 5,106,456.06 Ii E -1 13 '. ` ^,rl -?�`!6 *]e_ - ti' � �. .. � , _ ._.'.,- T�w"!4ai"iTT N'"TYI�!7^.$.F�{'�'"4'�.i: Tai "1 - �_ . •__._ _a _�.—.. _._ _ _ _ _ t � d • • . ?. 7. - EXHIBIT "F" PAYING AGENT FOR REFUNDED OIILIGATIONS Descrintion Brazos County, Texas General Obligation Refunding Paving A�COt Series 1985, 4mcd December 15, 1985 MBank Dallas, N.A., Dallas, Texas (now Amcritrust Texas National Association, Houston, Texas) F -1 w e P w i EXHIBIT B 1 B*rZOS COUNTY, TEXAS GenerV.Obligation Refunding Bonds " Taxable Series 1993 PURCHASE CONTRACT THE HONORABLE COUNTY JUDGE AND COMMISSIONERS COURT Brazos County, Texas 300 East 26th Street Bryan, Texas 77803 Dear Gentlemen: March 8, 1993 The undersigned, Southwest Securities Incorporated (the "Underwriter "), offers to enter into this Purchase Contract with Brazos County, Texas (the "County "). This offer is made subject to the County's acceptance of this Purchase Contract on or before 10:00 P.M., Dallas time, on March 8, 1993. 1. Purchase and Sale of the Bonds. Upon the terms and conditions and upon the basis of the representations set forth herein, the Underwriter hereby agrees to purchase from the County, and the County hereby agrees to sell and deliver to the Underwriter an aggregate of $5,105,000 principal amount of Brazos County, Texas, General Obligation Refunding Bonds, Series 1993 (the "Bonds "). The Bonds shall be dated March 15, 1993. The Bonds shall have the maturities and bear interest from their date at the rate or rates per annum as shown on the cover page of the Official Statement (hereinafter defined), such interest being payable on September 1, 1993, and semiannually thereafter on March 1 and September 1 in each year. The purchase price for the Bonds shall be $5,002,870.30 (representing the par amount of the Bonds, less an underwriter's discount of $86,785.00 and an original issue discount of $ 15,344.70), plus interest accrued on the Bonds from their date to the date of the payment for and delivery of the Bonds. Exhibit A hereto is the Official Statement, including the cover page and appendices thereto (hereinafter called the "Official Statement "). 2. Order. The Bonds shall be as described in and shall be issued and secured under the provisions of the Order adopted by the County on March 8, 1993 (the "Order "). The Bonds shall be secured and payable as provided in the Order. 1 i • . 3. Public Offering. It shall be a condition of the obligations of the County to sell and deliver the Bonds to the Underwriter, and of the obligations of the Underwriter to purchase and accept delivery of the Bonds, that the entire principal amount of the Bonds authorized by the Order shall be sold and delivered by the County and accepted and paid for by the Underwriter at the Closing. The Underwriter agrees to make a bona fide public offering of all of the Bonds, at not in excess of the initial public offering prices, as set forth on the cover page of the Official Statement, plus interest accrued thereon from the date of the Bonds. 4. Security Deposit. Delivered to the County herewith is a corporate check of Southwest Securities Incorporated payable to the order of the City in the amount of $5,100. The County agrees to hold such check uncashed until the Closing to ensure the performance by the Underwriter of its obligation to purchase, accept delivery of and pay for the Bonds at the Closing. Concurrently with the payment by the Underwriter of the purchase price of the Bonds, the County shall return such check to Southwest Securities Incorporated as provided by Paragraph 6 hereof. Should the County fail to deliver the Bonds at the Closing, or should the County be unable to satisfy the conditions of the obligations of the Underwriter to purchase, accept delivery of and pay for the Bonds, as set forth in this Purchase Contract (unless waived by the Underwriter), or should such obligation of the Underwriter be terminated for any reason permitted by this Purchase Contract, such check shall immediately be returned to the Southwest Securities Incorporated. In the event the Underwriter fail (other than for a reason permitted hereunder) to purchase, accept delivery of and pay for the Bonds at the Closing as herein provided, such check shall be retained by the County as and for full liquidated damages for such failure of the Underwriter and for any defaults hereunder on the part of the Underwriter. The Underwriter hereby agrees not to stop or cause payment on said check to be stopped unless the County has breached any of the terms of this Purchase Contract. 5. Official Statement and Preliminary Official Statement. The County hereby authorizes the Order and the Official Statement and the information therein contained to be used by the Underwriter in connection with the public offering and sale of the Bonds. The County confirms its consent to the use by the Underwriter, prior to the date hereof, of the Preliminary Official Statement, dated February 22, 1993 (the "Preliminary Official Statement "), in connection with the public offering and sale of the Bonds and the Preliminary Official Statement was "deemed final" by the County, as of the date of its initial mailing, within the meaning, and for the purposes, of Rule 15c2 -12 of the federal Securities Exchange Act of 1934 (the "Rule "). The County agrees to cooperate with the Underwriter to provide a supply of final Official Statements within seven (7) business days of the date hereof in sufficient quantities to comply with the Underwriter's obligations under applicable MSRB Rules and the Rule. The Underwriter will use its best efforts to assist the County in the preparation of the final Official Statement in order to ensure compliance with the aforementioned rules. 6. Representations, Warranties and Agreement of County. On the date hereof, the County represents, warrants and agrees as follows: 2 R 4 L (a) The County is a political subdivision and body corporate of the State of Texas, is validly existing under the Constitution and laws of the State of Texas and is authorized and empowered under Article 717k, Vernon's Texas Civil Statutes, as amended, and the other laws of the State of Texas (i) to issue the Bonds for the purpose of refunding all of its outstanding General Obligation Bonds, Series 1985, (ii) to adopt the Order, (iii) to enter into this Purchase Contract, (iv) to secure the Bonds, as provided in the Order. (b) The County has made or shall make prior to Closing (as hereinafter defined) all filings with and has received or will receive prior to Closing all approvals, consents, permits and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction which are necessary to permit the County to duly perform its obligations under this Purchase Contract, the Order, and the Bonds and to carry out the transactions contemplated by the Official Statement, except for such filings, approvals, consents and orders as may be required under the Blue Sky or securities laws of any state in connection with the offering and sale of the Bonds; (c) By official action of the County prior to or concurrently with the acceptance hereof, the CourKy has duly adopted the Order, has duly authorized and approved the execution and delivery of, and the performance by the County of the obligations contained in the Bonds, and this Purchase Contract and has duly authorized and approved the performance by the County of its obligations contained in the Order, and in this Purchase Contract; (d) The County is not in breach of or default under any applicable law or administrative regulation of the State of Texas or the United States or any applicable judgment or decree or any loan agreement, note, resolution, agreement or other instrument, except as may be disclosed in the Official Statement, to which the County is a party or is otherwise subject, which would have a material and adverse effect upon the business or financial condition of the County; and the execution and deliver of the and this Purchase Contract by the County and the execution and delivery of the Bonds and the adoption of the Order by the County and compliance with the provisions of each thereof will not violate or constitute a breach of or default under any existing law, administrative regulation, judgment, decree or any agreement or other instrument to which the County is party or, to the knowledge of the County, is otherwise subject; (e) At the time of the County's acceptance hereof and at the time of the Closing, the Official Statement does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; 3 i� • t (f) Between the date of this Purchase Contract and Closing, the County will not, without the prior written consent of the Underwriter, issue any additional bonds, notes or other obligations for borrowed money payable in whole or in part from ad valorem tax revenues, and the County will not incur any material liabilities, direct or contingent, nor will there by any adverse change of a material nature in the financial position of the County; (g) Except as described in the Official Statement, no litigation is pending or, to the knowledge of the County, threatened in any court affecting the organization, existence or powers of the County or any of its respective officers in their capacity as such, or the business, properties or assets or financial condition of the Cpimtu, or seeking to restrain or enjoin the issuance or delivery of the Bonds, the pledge of revenues to pay principal and interest on the Bonds, or in any way contesting or affecting the issuance, execution, delivery, payment, security or validity of the Bonds, or in any way contesting or affecting the validity or enforceability of the Order, or this Purchase Contract, or contesting the powers of the County or any authority for the Bonds, the Order, or this Purchase Contract or contesting in any way the completeness, accuracy or fairness of the Preliminary Official Statement or the Official Statement; (h) The County will cooperate with the Underwriter in arranging for the qualification of the Bonds for sale and the determination of their eligibility for investments under the laws of such jurisdictions as the Underwriter designates and will use their best efforts to continue such qualifications in effect so long as required for distribution of the Bonds; provided, however, that the County will not be required to execute a general consent to service of processing or to qualify to do business in connection with any such qualification in any jurisdiction; (i) The descriptions contained in the Official Statement of the Bonds, and the Order accurately reflect the provisions of such instruments, and the Bonds, when validly executed, authenticated and delivered in accordance with the Order and sold to the Underwriter, as provided herein, will be validly issued and outstanding special obligations of the City entitled to the benefits of, and subject to the limitations contained in, the Ordinance; 4 • r - (j) If prior to the Closing an event occurs affecting the County, which is materially adverse for the purpose for which the Official Statement is to be used and is not disclosed in the Official Statement, the County shall notify the Underwriter, and if in the opinion of the County and the Underwriter such event requires a supplement or amendment to the Official Statement, the County will supplement or amend the Official Statement in a form and in a manner approved by the Underwriter and Bond Counsel (as hereinafter defined) to the County; and (k) The financial statements, or excerpts therefrom, contained in the Official Statement present fairly the financial position of the County as of the date thereof and for the period covered thereby. 7. Closing. At 10:00 A.M., Dallas Time, on March 30, 1993 (the "Closing "), the County will deliver the Initial Bond or Bonds (as defined in the Order) to the Underwriter and, provided the Underwriter shall have given written instructions to the Registrar for the Bonds, as hereinafter provided, will have available for immediate exchange the Bonds, duly executed and authenticated, together with the other documents hereinafter mentioned, and the Underwriter will accept such delivery and pay the purchase price of the Bonds, as set forth in Paragraph 1 hereof, in immediately available funds. Concurrently, with such payment by the Underwriter,the County shall return to Southwest Securities Incorporated, the check referred to in Paragraph 4 hereof. Delivery and payment as aforesaid shall be made at the offices of Ameritrust Texas National Association, Dallas, Texas, or such other place, as shall have been mutually agreed upon by the City and the Underwriter. The Bonds (except for the Initial Bonds which may be typed) shall be printed or lithographed; shall be prepared and delivered as fully registered bonds in the denominations or maturity amounts, as applicable, of $5,000 or any multiple thereof; shall be registered in the names as shall be requested by written instructions of the Underwriter to the Registrar for the Bonds at least five (5) business days prior to the Closing; and, if the Underwriter shall so request, shall be made available to the Underwriter at least one (1) business day before the Closing for purposes of inspection in New York, New York or such other place as shall be mutually satisfactory to the County and the Underwriter. 8. Conditions. The Underwriter has entered into this Purchase Contract in reliance upon the representations and warranties of the Countyained herein and to be contained in the documents and instruments to be delivered at the Closing, and upon the performance by the Countyts obligations hereunder, both as of the date hereof and as of the date of Closing. Accordingly, the Underwriter's obligations under this Purchase Contract to purchase and pay for the Bonds shall be subject to the performance by the Countyts obligations to be performed hereunder and under such documents and instruments at or prior to the Closing, and shall also be subject to the following conditions: (a) The representations and warranties of the Countyained herein shall be true, complete and correct in all material respects on the date hereof and on and as of the date of Closing, as if made on the date of Closing; 5 . � r 0, (b) At the time of the Closing, the Order and shall be in full force and effect, and the Order and shall not have been amended, or supplemented and the Official Statement shall not have been amended, modified or supplemented, except as may have been agreed to by the Underwriter; (c) At the time of the Closing, all official action of the County related to the Order shall be in full force and effect and shall not have been amended, modified or supplemented; (d) The County shall not have failed to pay principal or interest when due on any of its outstanding obligations for borrowed money; (e) At or prior to the Closing, the Underwriter shall have received each of the following documents: 11) The Official Statement of the County executed on behalf of the County by the County Judge and County Clerk; (2) The Order executed on behalf of the Coutny by the County Judgge and certified by the County Clerk under its seal as having been duly adopted by the County and as being in effect, with such changes or amendments as may have been agreed to by the Underwriter; (3) The unqualified bond opinion of McGinnis, Lochridge & Kilgore, L.L.P. ( "Bond Counsel ") in substantially the form and substance as shown in the Official Statement. (4) The supplemental opinion, dated the date of Closing, of Bond Counsel addressed to the County and the Underwriter to the effect that: (i) the Bonds are exempt securities within the meaning of Section 3(a)(2) of the Securities Act of 1933, as amended, and it is not necessary in connection with the sale of the Bonds to the public to register the Bonds under the Securities Act of 1933, as amended, or to qualify the Order under the Trust Indenture Act of 1939, as amended; (ii) except to the extent noted therein, said firm has not verified and is not passing upon, and does not assume any responsibility for, the accuracy, completeness of fairness of the statements contained in the Official Statement but that said firm has reviewed the information contained under the captions "Plan of Financing," "The Series 1993 Bonds," and "Legal Matters" contained in the Official Statement and such firm is of the opinion that the information relating to the Bonds and Order contained under such captions in all material respects accurately and fairly reflects the provisions thereof and that the information and descriptions contained under such captions relating to the provisions of applicable state and federal laws conform to such state and federal laws; and (iii) in the performance of its duties as Bond Counsel for the County, without having undertaken to determine independently the accuracy 6 V11 C k 4 i Ir 0 0 and completeness of the statements contained in the Official Statement, no facts have come to the attention of such counsel which would lead it to believe that the Official Statement (excluding the financial and statistical data and forecasts included therein, all as to which no view need be expressed) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (5) An opinion or certificate, dated on or prior to the date of Closing, of the Attorney General of Texas, approving the Bonds as required by law; (6) A certificate, dated the date of Closing, signed by the County Judge and the County Auditor, to the effect that (i) the representations and warranties of the County contained herein are true and correct in all material respects on and as of the date of Closing as if made on the date of Closing; (ii) except to the extent disclosed in the Official Statement, no litigation is pending or, to the knowledge of such persons, threatened to any court to restrain or enjoin the issuance or delivery of the Bonds, or in any way contesting or affecting the validity of the Bonds, the Order, or this Purchase Contract, or contesting the organization, existence or powers of the County or any of its respective officers in their capacity as such, or the business, properties, assets or financial condition of the County, or contesting the authorization of the Bonds or the Order or contesting in any way the accuracy, completeness or fairness of the Official Statement (but in lieu of or in conjunction with such certificate the Underwriter may, in its sole discretion, accept certificates or opinions of the County attorney that, in his or her opinion, the issues raised in any such pending or threatened litigation are without substance or that the contentions of all plaintiffs therein are without merit); (iii) to the best of their knowledge, no event affecting the County has occurred since the date of the Official Statement which should be disclosed in the Official Statement for the purpose for which it is to be used or which it is necessary to disclose therein in order to make the statements and information therein not misleading in any respect; and (iv) there has not been any material and adverse change in the affairs or financial condition of the County since September 30, 1991, the latest date as to which audited financial information is available; (7) Evidence of the rating on the Bonds shall be delivered in a form acceptable to the Underwriter; (8) Evidence of the municipal bond insurance policy of AMBAC Indemnity Corporation. // a t (9) Such additional legal opinions, certificates, instruments and other documents as Bond Counsel or the Underwriter may reasonably request to evidence the truth, accuracy and completeness, as of the date hereof and as of the date of Closing, of the County's representations and warranties contained herein and of the statements and information contained in the Official Statement and the due performance and satisfaction by the County at or prior to the date of Closing of all agreements then to be performed and all conditions then to be satisfied by the County. All of the opinions, letters, certificates, instruments and other documents mentioned above or elsewhere in this Purchase Contract shall be deemed to be in compliance with the provisions hereof if, but only if, they are satisfactory to the Underwriter. If the County shall be unable to satisfy the conditions to the obligations of the Underwriter to purchase, to accept delivery of and to pay for the Bonds, as set forth in this Purchase Contract, or if the obligations of the Underwriter to purchase, to accept delivery of and to pay for the Bonds shall be terminated for any reason permitted by this Purchase Contract, this Purchase Contract shall terminate and neither the Underwriter nor the County shall be under further obligation hereunder, except that the respective obligations of the County and the Underwriter set forth in Paragraphs 10 and 12 hereof shall continue in full force and effect. 9. Termination. The Underwriter may terminate their obligation to purchase at any time before the Closing if any of the following should occur: (a) Any action shall have been taken by the Securities Exchange Commission or by a court which would require registration of any security under the Securities Act of 1933, as amended, or qualification of any indenture under the Trust Indenture Act of 1939, as amended, in connection with the public offering of the Bonds, or any action shall have been taken by any court or i by any governmental authority suspending the use of the Preliminary Official Statement or the Official Statement or any amendment or supplement thereto, or any proceeding for that purpose shall have been initiated or threatened in any such court or by any such authority. (b) (i) The Constitution of the State of Texas shall be amended or an amendment shall be proposed, or (ii) legislation shall be enacted, or (iii) a decision shall have been rendered as to matters of Texas law, or (iv) any order, ruling or regulation shall have been issued or proposed by or on behalf of the State of Texas by an official, agency or department thereof, affecting the legality or tax status of the County, its property or income, its bonds (including the Bonds) or the interest thereon, which in the judgment, reasonably exercised, of the Underwriter would materially affect the market price of the Bonds. I i 8 i • 0 - -- - -- - - =- - = •. (c) (i) A general suspension of trading in securities shall have occurred on the New York Stock Exchange, or (ii) the United States becomes engaged in any outbreak of armed hostilities (whether or not foreseeable at the time of execution hereof) or hostilities previously commenced shall escalate, the effect of which, in either case described in clause (i) and (ii), is, in the judgment, reasonably exercised, of the Underwriter, is so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Bonds on the terms and in the manner contemplated in this Purchase Contract and the Official Statement, including without limitation any material adverse affect on the market price of the Bonds. (d) An event described in Paragraph 6(j) hereof occurs which, in the opinion of the Underwriter, requires a supplement or amendment to the Official Statement. (e) A general banking moratorium shall have been declared by authorities of the United States, the State of New York or the State of Texas. 10. Expenses. Costs related to the issuance of the Bonds, including but not limited to: li) the cost of the preparation, printing and distribution of the Official Statement; (ii) the cost of the preparation and printing of the Bonds; (iii) the fees and expenses of Bond Counsel to the County; (iv) the fees and disbursements of the County's accountants, advisors, and of any other experts or consultants retained by the County (v) expenses of the Attorney General of Texas; (vi) the fees of the rating agencies, and NO the initial fees of the Paying Agent /Registrar, shall be paid out of the proceeds of the Bonds or other legally available funds of the County. 11. Notices. Any notice or other communication to be given to the County under this Purchase Contract may be given by delivering the same in writing at the address for the County set forth above, and any notice or other communication to be given to the Underwriter under this Purchase Contract may be given by delivering the same in writing to Southwest Securities Incorporated, 1201 Elm Street, Suite 4300, Dallas, Texas 75270, Attention: LeAnn Bradfield. 12. Parties in Interest. This Purchase Contract is made solely for the benefit of the County and the Underwriter (including the successors or assigns of the Underwriter) and no other person shall acquire or have any right hereunder or by virtue hereof. The County's representations, warranties and agreements contained in this Purchase Contract shall remain operative and in full force and effect, regardless of (i) any investigations made by or on behalf of the Underwriter, and (ii) delivery of any payment for the Bonds hereunder; and the County's representations and warranties contained in Paragraph 6 of this Purchase Contract shall remain operative and in full force and effect, regardless of any termination of this Purchase Contract. 9 M I t, 13. Effective Date. This Purchase Contract shall become effective upon the execution of the acceptance hereof by the County Judge and County Clerk of the County and shall be valid and enforceable as of the time of such acceptance. I ACCEPTED: IM This day of March 1993. By: 4,9L,4 -'*"" oun Judge, Braz County,Texas (SEAL) Very truly yours, SOUTHWEST SECURITIES INCORPORATED ,,w1G^esident illlf� ATTEST: AM4 ne Count Clerk, Brazos County, Texas , i i 0 0 P - EXHIBIT C It PAYING AGENT/REGISTRAR AGREEMENT THIS PAYING AGENT/REGISTRAR AGREEMENT entered into as of March 15, 1993 (the "Agreement "). by and between BRAZOS COUNTY, TEXAS (the "Issuer "). and AMERITRUST TEXAS NATIONAL ASSOCIATION, Houston, Texas, a national banking association (the "Bank "). RECITALS WHEREAS, the Issuer has duly authorized and provided for the issuance of its 'Brazos County, Texas General Obligation Refunding Bonds, Taxable Series 1993" (the "Securities "), such Securities to be issued in fully registered form only as to the payment of principal and interest thereon; WHEREAS, the Securities are scheduled to be delivered to the initial purchaser thereof as provided in the "Order" (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 Pitying Agent/Rcgistrar 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 Orders. The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and Registrar for the Securities. Section 1.02. Compensation. As compensation for the Bank's services as Paying Agent/Registrar, the Issuer hereby agrees to pay the Bank the fees and amounts set forth in Schedule A attached hereto for the first year of this Agreement and thereafter the fees and amounts set forth in the Bank's current fee schedule then in effect for services as Paying Agent/Registrar for municipalities, which shall be supplied to the Issuer on or before 90 days prior to the close of the Fiscal Year of the Issuer, and shall be effective upon the first day of the following Fiscal Year. In addition, the Issuer agrees to reimburse the Bank upon its request for all reasonable expenses, disbursements and advances incurred or made by the Bank in accordance with any of the provisions hereof (including the reasonable compensation and the expenses and disbursements of its agents and counsel). ARTICLE II. DEFINITIONS Section 2.01. Definitions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: •r l J " o r i "Bank Office" means the principal corporate trust office of the Bank as indicated on the signature page hereof or its offices in Dallas, Texas, as determined by the Bank 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 August 31. "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 of the Issuer dcGvered to the Bank. "Legal Holiday" means a day on which the Bank is required or authorized to be closed. "Order" means the order of the governing body of the Issuer pursuant to which the Securities are issued, certified by the County Clerk or any other officer of the Issuer and delivered to the Bank. "Person" means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision of a government. "Predecessor Securities" of any particular Security means every previous Security evidencing all or a portion of the same obligation as that evidenced by such particular Security (and, for the purposes of this definition, any mutilated, lost, destroyed, or stolen Security for which a replacement Security has been registered and delivered in lieu thereof pursuant to Section 4.06 hereof and the Order). "Redemption Date" when used with respect to any Bond to be redeemed means the date fixed for such redemption pursuant to the terms of the Order. "Responsible Officer" when used with respect to the Bank means the Chairman or Vice - Chairman of the Board of Directors, the Chairman or Vice - Chairman of the Executive Committee of die 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 terms "Bank; Issuer," and "Securities (Security)" have the meanings assigned to them in the recital paragraphs of this Agreement. The term "Paying Agent/Registrar" refers to the Bank in the performance of the duties and functions of this Agreement. ARTICLE Ill. 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 2 VMI a.� �0 i 'i '' t; 7.� • 0 Y. 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 Bank agrees to keep and maintain for and on behalf of the Issuer at the Bank Office books and records (herein sometimes referred to as the "Security Register ") for recording the names and addresses of the Holders of the Securities, the transfer, exchange, and replacement of the Securities, and the payment of the principal of and interest on the Securities to the Holders and containing such other information as may be reasonably required by the Issuer and subject to such reasonable regulations as the Issuer and the Bank may prescribe. All transfers, exchanges, and replacement of Securities shall be noted in the Security Register. Every Security surrendered for transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer, the signature on which has been guaranteed by an officer of a federal or state bank or a member of the National Association of Securities Dealers, in form satisfactory to the Bank, duly executed by the Holder thereof or his agent duly authorized in writing. The Bank may request any supporting documentation it feels necessary to effect a re- registration, transfer, or exchange of the Securities. 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 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. 3 •, ,; . w Section 4.04. List or Security Holders. The Bank will provide the Issuer at any dine 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, Destroved, 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. Section 4.08. U.S. Federal Income Tax Reporting and Withholding. The Bank shall timely comply with all applicable requirements of the Federal Income Tax Laws, with respect to obtaining and retaining all documents require] to be obtained or retained in connection with the performance of its duties hereunder, including, without limitation, the obtaining and retaining, to the extent applicable, Forms W -8, W -9, 1001, and 4334 to be furnished by Owners. The Bank agrees that it will timely and accurately file with the Internal Revenue Service and send to Owners all information returns, statements, and forms required under the Federal Income Tax Laws and will show on such returns, statements, and forms, in addition to certain identifying infonnation about itself, the name, address, and taxpayer identification number of the Issuer and that the Bank is making such return or statement as the Issuer's Paying Agent/Regisaw. The Bank further agrees to include in information returns, statements, or forms sent to any Owners such explanatory information as the Issuer may timely furnish to the Bank for inclusion in such information returns, statements, or forms. The Bank shall also, pursuant to the applicable Federal Income Tax Laws, withhold from the amounts payable to the Owners all applicable withholding and/or back -up withholding, if any, required to be so withheld and remit the same to the Internal Revenue Service on a timely basis and shall furnish the Issuer within five days following written request therefor, a statement or statements showing amounts withheld. the dates of remittance to the Internal Revenue Service. the reasons for withholding, identifying information with respect to the Owners subject to withholding, and such other information or documents as the Issuer may reasonably request J � L 0 V concerning such withholding. The Bank shall also, within five days following receipt of a written request from the Issuer, furnish the Issuer with originals or copies (as specified by the Issuer in such written request) of all Internal Revenue Service forms or other documents, including, but not limited to Forms W -9, W- 8,1001, 4224, or substitutes thereof, in the possession of the Bank which relate to the Securities. ARTICLE V. THE BANK Section 5.01. Dutlet of Bank. The Bank undertakes to perform the duties set forth herein and agrees to use reasonable care in the perfonnancc thereof. Section 5.02. Reliance on Documents, Etc. (a) The Bank may conclusively rely, as to the truth of the statements and correctness of the opinions expressed therein, on certificates or opinions furnished to the Bank. (b) The Bank shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Bank was negligent in ascertaining the pertinent facts. (c) No provisions of this Agreement shall require the Bank to expend or risk its own funds or otherwise incur any financial liability for performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if 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 tb it. (d) The Bank may rely and shall be protected in acting or retaining 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 Gable 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. The Bank shall deposit any money received from the Issuer into a trust account to be held in a fiduciary capacity for the payment of the Securities, with such money in the account that exceed the deposit insurance, available to the Issuer, provided by the Federal Deposit Insurance Corporation to be fully collateralized with securities or obligations that are eligible under the laws of the State of Texas to secure and 1� r� be pledged w; collateral for trust accounts until the principal and interest on such securities have been presented for payment and paid to die owner thereof. Payments made from such trust account shall be made by check drawn on such trust 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 king provided to or held by the Bank in trust and as a trustee for the benefit of the Security Holders. The Bank acknowledges, covenants, and represents that it is acting herein in a fiduciary capacity in relation to such funds, and is not accepting, holding, administering, or applying such funds as a banking depository, but solely ,is trustee and fiduciary for and on behalf of the Security thereto, except as trustee pursuant to the terns of this Agreement. The Holders shall he entitled to the same preferred claim and first lien on the funds so provided w; arc enjoyed by the beneficiaries of trust funds generally. Thc funds provided to the Bank hereunder shall not be subject to warrants, drafts or checks drawn by the Issuer and, except is expressly provided herein, shall not be subject to compromise, setoff, or other charge or diminution by the Bank. The Bank shall be, under no liability for interest on any money received by it hereunder. Subject to the unclaimed property laws of the State of Texas and any provisions in the Order to the contrary. any money deposited with the Bank for the payment of the principal, premium (if any), or interest on any Security and remaining unclaimed for four 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, 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. Section 5.06. Indemnification. To the extent permitted by law, the Issuer agrees to indemnify the Bank for, and hold it harmless against, any loss, liability, or expense incurred without negligence or bad faith on its part, arising out of or in connection with its acceptance or administration of its duties hereunder, including the cost and expense against any claim or liability in connection with the exercise or performance of any of its powers or duties under this Agreement. Section 5.07. Interpleader. The Issuer and the Bank agree that the Bank may seek adjudication of any adverse claim, demand, or controversy over its person as well as funds on deposit, in either a Federal or State District Court located in 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: promulgate dfrom time to time by The Depository Trust Company, or equivalent depsitory trust services, which establishes requifements for securities to be eligible for the timeliness of payments and funds availability, transfer turnaround time, and notification of redemptions and calls. ARTICLE VI. MISCELLANEOUS PROVISIONS Section 6.01. Amendment. This Agreement may be amended only by an agreement in writing signed by both of the parties hereto. Section 6.02. Assignment This Agreement may not be assigned by either party without the prior written consent of the other. 6 It Section 6.03. Notices. Any request, demand, authorization, direction, notice, consent. waiver. or other document provided or permitted hereby to be given or furnished to the Issuer or the Bank shall be mailed or delivered to the Issuer or the Bank, respectively, at the addresses shown on the signature page of this Agreement. Section 6.04. Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof. Section 6.05. Successors and Assigns. All covenants and agreements herein 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 his 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 (H) 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 tctmination of this Agreement. Section 6.11. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Texas. (Remainder of this page intentionally left blank.) 7 I i j t Section 6.03. Notices. Any request, demand, authorization, direction, notice, consent. waiver. or other document provided or permitted hereby to be given or furnished to the Issuer or the Bank shall be mailed or delivered to the Issuer or the Bank, respectively, at the addresses shown on the signature page of this Agreement. Section 6.04. Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof. Section 6.05. Successors and Assigns. All covenants and agreements herein 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 his 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 (H) 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 tctmination of this Agreement. Section 6.11. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Texas. (Remainder of this page intentionally left blank.) 7 I i IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. AMERPIRUST TEXAS NATIONAL ASSOCIATION Attest: Houston, Texas By i�Clt/ By /_ Z tETHAGiAVER DE 6131E HALL Title 1RUSTOMa -7 Title TRUST OFFICER (BANK SEAL] Address: 5599 San Felipe, 3rd Floor Houston, Texas 77056 Attest: BRAZOS COUNTY, TEXAS By T71 By ounty Clerk ounty Judge [COMMISSIONERS COURT SEAL] Address: 300 East 26th Street Bryan, Texas 77803 EXECUTION PAGE FOR PAYING AGENT/REGISTRAR AGREEMENT Inidal Fees Annual Fees 4 i I t • P. Fully Rettistere� 5150 $450 9 o • 1, i • i i� EXHIBIT D Notice of Redemption NOTICE OF PRIOR REDEMPTION To the Holders of THE FOLLOWING NAMED SERIES OF BRAZOS COUNTY, TEXAS GENERAL OBLIGATION REFUNDING BONDS, SERIES 1985 NOTICE IS HEREBY GIVEN that Brvos County, Texas, a political subdivision of the S4ate of Texas (the "Issuer "). has called for redemption on SEPTEMBER 1, 1993 AT 100% OF PAR plus accrued interest the following described outstanding General Obligation Refunding Bonds (the "Bonds ") of the Issuer as follows: SERIES 1985, DATED DECEMBER 15,198S MATURITY DATES PRESENT CUSIP PRINCIPAL March 1 NUMBERS AMOUNT 1994 106205 ER 4 $ 805,000 1995 106205 ES 2 810,000 1996 106205 ET 0 865,000 1997 106205 EU 7 1,020,000 1998 106205 EV 5 1,025,000 1999 106205 ENV 3 385,000 TOTAL $4,910,000 NOTICE IS FURTHER GIVEN that due and proper arrangements have been made for providing Ameritrust Texas National Association, Houston, Texas, formerly MBank Dallas, N.A., Dallas, Texas, the Paying Agent for the Bonds called for redemption, with funds sufficient to pay the redemption price of the Bonds equal to the principal amount of the Bonds and the interest thereon to the redemption date. In the event the Bonds, or any of them are not presented for redemption by the date fixed for their redemption, they shall not thereafter bear interest. If due provision for the payment of the redemption price is made, then the Bonds automatically shall be deemed to have been redeemed prior to their scheduled maturity, and they shall not bear interest after the redemption date, and they shall not he regarded as being outstanding except for the right of the owner thereof to receive the redemption price from the Paying Agent. THIS NOTICE is issued and given pursuant to the redemption provisions in the proceedings authorizing the issuance of the Bonds and in accordance with the recitals and provisions of each of the Bonds. NOTICE IS FURTHER GIVEN THAT the Bonds will be payable at and should be submitted either in person or by certified or registered mail to the following address: AMERTTRUST TEXAS NATIONAL ASSOCIATION formerly MTrust Corp., National Association Attn: Registered/Bearer Bond Redemption OR 1900 Pacific Avenue P.O. Box 2320 16th Floor Dallas, Texas 75221 -2320 (by mail) Dallas. Texas 75201 (in person) EXECUTED UNDER MY HAND and seal of office this March 30, 1993. /s/ R. J. Holmrtreen County Judge Brazos County. Texas • IMPORTANT NOTICE: I in compliance with the Interest and Dividend Compliance Act of 1983, Paying Agents are required to withhold 31 % of gross payments to Bondholders who fail to provide a valid taxpayer identification number on or before the date upon which Bonds are presented for payment. Bondholders are additionally subject to a penalty of 550.00 for failure to provide such number. Plemse provide a taxpayer identification number when presenting Bonds for redemption, and please submit with such securities a substitute Form W -9 to avoid this withholding from your payment. Any questions regarding this notice may be addressed to (713) 297 -4248. AMERITRUST TEXAS NATIONAL ASSOCIATION AS ESCROW AGENT � � •R• r -- - -`— .-- - -9 a' �� �'• Ste' �Q Y EXHIBIT E Letter of Representations (To be Completed by Issuer and Agent) Brazos County, Texas I Naune of Issuerl Ameritrust Texas National Association I Nmne of Agent I March 8, 1993 (Date) Attention: General Counsels Office Tire Depository Trust dompany 55 Water Street; 49th Floor New York, NY 10041 -0099 n,: $5,105,000 "Brazos County, Texas General Obligation Refunding Bonds, Taxable Series 1993 ", dated March 15, 1993 (laue Dewnplion) Ladies and Gentlemen: This letter sets forth our understanding with respect to certain matters relating to the above- referenced issue (the "Bonds "). Agent will act as trustee, paring agent, fiscal agent, or other agent of Issuer with reslrcet to the Bonds. The Bonds will be issued pursuant to a tnrst indcnture, bond resolution, or other such document authorizing the issuance of the Bonds dated March 8 , 199L (the "Document "). Southwest Securities Incorporated is distributing the Bonds through The DepositoryTnist Company ('•DTC "). To induce DTC to accept the Bonds as eligible for deposit at DTC, and to act in acme -daiwe with its Rules with respect to the Bonds, Issuer and Agent, if any, make the following representations to DTC: O, A � a 1 0 � I 1 \ r 4 • 1. Prior to closing on the Bonds on March 30 , I99..3 , there shall be deposited with DTC one Bond certificate re6rislered in the naune of DTC's nominee, Cede & Co., for each stated maturity of the Bonds in the race amonnts set forth on Schedule A hereto, the total of which represents i00% of the principal ainount of such Bonds. If, however, the aggregate principal amount orally maturity exceeds $150 million, otic certificate will he issued with respect to each $150 million of principal amount -told an additional certificate will be issued with respect to any remaining principal amount. Each $150 million Bond ca tificate shall bear the following legend: Unless this ceu-tifucale is plesenlcd by :m mthmiied reprecentativc of The Depository Tnust Company, a New Yolk anlxmition ( "DTC), to Issuer or its agent for ucgishalion of transfer, exchange, or payment, and any ceitific:te issued is ucgistered in llue uaune of Cede & Co. or in such other name as is ucquc seed by an authotiied icprescnlativc of DTC: (and any payment is made to Cede & Co. or to such other entity as is requested by an authoriiel wpiesentative of DTC), ANY TRANSFER, I'I.EIDGEl, Oil OTHER USE. HERF'OF FOR VALUE. Oil OTHERWISE. BY OR TO ANY PERSON 1S WRONGFUL inasinuch as the wgistered owner hereof, Cede & Co., has an interest herein 2. In the event of any solicitation of consents from or voting by holders of the Bonds, Issuer or Agent shall establish a record date for such purposes (with no provision for revocation of consents or votes by subsequent holders) and shall, to the extent possible•, send notice of such record date to DTC not less than 15 calendir dayN in advance of such ic•corud plate. 3. In the event of a full or p.utial uede•mption or an ad% -rode refunding of part of the outstanding Bounds, Issuer or Agent shall send a notice to DTC, specifying- (a) the amuowt of the redemption or refunding; (b) in the ease of a ucftitidmg, the maturity date(s) estabhdhel tinder the refunding: and (c) the date such notice is to be mailed to beneficial owneis or published (the "Publication Date "). Such notice shall be sent to DTC by a secure means (e g , lqn, ble telecopy, regisleued or certified mail, overnight delivery) in a timely manner designed to assure that such notice is in DTC's possession no later than the close of business on the business day before the Publication Date. Issuer or Agent shall forward such notice either in a separate secure transmission for each CUSIP number or in a secure transmission for multiple CUSIP numbers (if applicable) which includes a manifest or list of each CUSIP submitted in that transmission. (The patsy sending such notice shall have a method to verify subsequently the use of such means and the timeliness of such notice.) The Publication Date shall be not less than 30 days nor more than 60 clays prior to the redemption date or, in the case of an advance refunding, the date that the proceeds are deposited in escrow. 4. In the event of an invitation to tender the Bonds, notice by Issuer or Agent to Bondholders specifying the ternis of the tender and the Publication Date of such notice shall be sent to DTC by a secure scans in the manner set forth in the preceding Paragraph. 5. All notices and payment achices sent to DTC shall contain the CUSIP number of the Bonds 6. Notices to DTC pursuant to Paragraph 2 by telceopy shall he sent to DTC's Reorgani7;lion Department at (212) 709 -6896 or (212) 709 -6897, and receipt of such notices shall he amfinned by telephoning (212) 709 -6870 Notices to DTC pursuant to Paragraph 2 by mail or by any other means shall be sent to. Supervisor; Prosy Reorg:uri7ation Deprrtuent I'lie Deposilory'1 71-1est Company 7 I lanover Square; 231 d Floor or New You k, NY 10004- 269.5 w, 7. Notices to DTC pursoant to Paragraph 3 by tcle(.<)liy shall be sent to DTC's Call Notification Department at (516) 227 -4164 or (516) 227 -4190. If lire patty sending the notice clots not receive a telecopy receipt from DTC confirming that the notice has been received, such party shall telephone (516) 227-4070. Notices to DTC pursuant to Paragraph 3 by mail or by any other means shall be sent to: Call Notification Dep:utment The Depository Tnrst Company 711 Stewart Avcnue Carden City, NY 11530 -4719 8. Notices to DTC pursuant to Paragraph 4 and notices of other actions (inch« ling mandatory tenders, exchanges, and capital changes) by telccopy shall he sent to DTC's Reorganization Department at (212) 709 -1(X93 or (212) 7W -1094, and receipt of such notices shall be confinned by telephoning (212) 709 -6884. Notices to DTC pursuant to the above by mail or by any other means shall be sent to: Manager; Reotganimtion Department Reorganization Window Thai DeprsitoryTntst Company 7 I lanover Sgiiare; 23rd Floor Ncxb link, NY IW04 -2695 9. Transactions in the Bonds shall be eligible for next -clay Funds settlement in DTCS Next -Day Funds Settlement (" NDFS ") s)-stcm. A. Interest payments shall he received by Cede & Co., as nominee of DTC, or its registered assigns in next -clay funds on each payment (late (or the equivalent in accordance with existing arrangements between Issuer or Agent and DTC). Such payments shall be made payable to the order of Cede & Co. Absent any other existing arrangements such payments shall be addressed as follows: Manager; Cash Receipts Dividend Depathnent The Depository Trust Company 7 l lanover Square; 24th Floor New Yolk, N1' 1000.1 -2695 B. Principal payments shall be received by Cede & Co., ;iN nominee ol' I)TC:, or its registered assigns in next -clay funds on (,,tell payment (late (or the equivalent in accordance with existing arrangements between Issuer or Agent and D'I•C). Such payments shall he made payable to the order of Ccde & Co., and shall be addressed as follows: NDFS Redemption Departincnt The Depository Trust Company 55 Watcr Street; 50th Floor New Yak, NY 10041 -0099 10. DTC may direct Issuer or Agent to ose any other telephone number or address as the number or address to which notices or payments of interest or principal may be sent. 11. In the event of a re(lenrption, .tcxeleration, or any other similar lrursaction (e K , tender made and a veptcd in response to Issuers or Agents invitation) necrssitating a reduction in the aggregate principal amount of Bonds oulstanchng or an advance i6inding of part of the Bonds outslanding, DTC, in its discretion: (a) pray re(luest Issuer or Agent to issue and authenticate a new Bond certificate, or (b) may make an appropriate notation on the Bond certificate indicating the (late and amount of such reduction in principal except in the case of final maturity, in which case the certificate will be presented to Issuer or Agent prior to pa)inent if rc(luired. e , .. 0 r 12. In the event that Issuer determines that Immefic•ial owners of Bond% shall Ix• able to obtain certificated Bonds, Issuer or Agent shall notify D'I'C of the mailability of Bond curtilic•:des. In such event. Issuer or Agent shall issue, transfer, and exchange Bond certificates in appropriate amounts, its required by DTC and others. 13. DTC may discontinue providing its services :us securities depository with respect to the Bonds at any time by giving reasonable notice to Issuer or Agent (at which time DTC will confirm with Issuer or Agent the aggregate principal amount of Bonds outstanding). Under such circumstances, at D'rCS request Issuer and Agent shall cooperate fully with DTC by taking appropriate action to make available one or more separate certificates evidencing Bonds to any DTC Participant having Bonds credited to its DTC acertunts. 1.1. Nothing herein shall be deemed to require Agent to advance, funds on behalf of Issuer. Notes A If there is alit Agent (III dcfrncd in this Letter of helm- wolahoms). Ageol its tsrll ns Issoci mud signs this Irtter. If their is rut Agent, in si}ldiig this Letter Iwier Itself unekat.rkvs ht Iii•rtonn .JI of dw olfli atxtta tti firth I mum I B Uodcr Wilt- of dw Nlimi6h.J Seauihes ReJemak-I g Bocutl relihng to -gooil dchwiy % a mnmupil sccunhcs tic.Jcr moist Ix• ahic to delenninc tyro tide tluit a rndxc of a Ixutr.J uill or of rut ixh;urcc rt•fnnt i%of.e lxut of.ur L%sne is ltnblislitvl wit, "pultlrc:rhon time ) Iln cstahLtihment of siidi it Ixrblrcatxnr tide is acklit-w -d ur Partlnaph 3 of dw I molter C. Sthctlole 11 mntains matenrt•nts that D'IC Ix hetes accurately dcstnlw DIY:, the iii,iihtxl of effirtut Ixxrk- mtry tnuisfees of vvmihcs thdnhnle•d thnnigh Js 11C.:uxl certain nulled mailers Reccivel and Accepted: TIIE DEPOSITORY'1'RUSTCOMPANY A-r4> A- c,t Fly- (Authnriied olfitrr) CV: Urnit -m-wur Unik•n+Ttter s CA)ml%:l Very truly yours, Brazos County, Texas (Issuer) By �=.�' (AutLun7cd rtrr's Srgn.dnre) Ameritrust Texas National Association DEBBIE HALL Ise �` TRUST OFFICER (Authori /ed OII err% Signatme) U i r� I 9 (Describe Issue) $5,105,000 "Brazos County, Texns General Obligat Series 1993" dated March 15, 1993 CUSIP Principal /Amount M, 106205 FP 7 $ 945,000 Marc 106205 FQ 5 $ 980,000 Marc 106205 FR 3 $1,025,000 Marc 106205 FS 1 $1,075,000 Marc 106205 FT 9 $1,080,000 Marc 9 N 4� 1• 0 v� SCHEDULE B SAMPLE OFFICIAL STATEMENT LANGUAGE DESCRIBING BOOK-ENTRY-ONLY ISSUANCE (Prepared by DTC-- bracketed material may be applicable only to certain issues) 1. The Depository Trust Company ("DTCJ, New York, NY, will act as securities depository for the securities (the 'Securities "). The Securities will be issued as fully- registered securities registered In the name of Cede & Co (DTC's partnership nominee). One fully- registered Security certificate will be issued for leach issue oQ the Securities, leach) in the aggregate principal amount Of such Issue, and will be deposited with DTC. (If, however, the aggregate principal amount of [any] issue exceeds $150 million, one ceI trficato will be Issued with WSI)OCI to each $150 nelllorn Of prutt:ipal amount and an additional certificate will be issued with respect to any remaining princrj><ril amount of such issue ] 2. DTC is a limited purpose trust company organized under fire New York Banking Law, a "banking organization' within the meaning of the New York Banking Law, a member of tire Federal Reserve System, a "clearing corporation' within the meaning of the New York Uniform Commercial Code, and a 'clearing agency' registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds securities that its participants ('Participants') deposit with DTC DTC also facilitates the settlement among Participants of securities transactions, such as transfers and pledges, in 'deposited securities through electronic computerized book -entry changes in Participants' accounts, thereby eliminating the need for physical movement of securities certificates Direct Participants include securities brokeris and dealers, banks. 1-ust companies, clearing corpora ;Ions, and certain other organizations DTC Is owned by a number of Its Direct Participants and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc., and the Natronni Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as securities brokers and dealers, banks, and trust companies that clear through or maintain a custodial relationship with a Direct Participant. ether directly or indirectly ( "Indirect Participants "). The Rules applicable to DTC and Its Participants are on file with the Securities and Exchange Commission. 3. Purchases of Securities under the DTC system must be made by or through Direct Participants, which will receive a credit for the Securities on DTC's records The ownership Interest of each actual purchaser of each Security ('Beneficial Owner') Is in turn to be recorded on the Direct and Indirect Participants' records Beneficial Owners will not receive written confirmation from DTC of their purchase, but Beneficial Owners are expected to receive written confirmations providing details of the transaction, as well as periodic staternents of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered Into [tie transaction Transfers of ownership interests in the Securities are to be accomplished by entries made on the books of Participants acting on behalf of Beneficial Owners Beneficial Owners will not receive certificates representing their ownership Interests In Securities, except In the event that use of the book -entry system for the Securities is discontinued 4. To facilitate subsequent transfers, all Securities deposited by Participants with DTC are registered in (tie name of DTC's partnership nominee, Cede & Co The deposit of Securities xnth DTC and their registration in the name of Cede & Co. effect no change In beneficial ownership DTC has no knowledge of the actual Beneficial Owners of the Securities, DTC's records reflect only the Identity of the Direct Participants to whose accounts such Securities are credited, which may or may not be the Beneficial Owners The Participants will remain responsible for keeping account of their holdings on behalf of their customers 5 Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time 16. Redemption notices shall be sent to Cede & Co If less than all of the Securities within an issue are being redeemed, OrC's practice is to determine by b1 the amount of the interest of each Direct Participant in such issue to be redeemed I 7. Neither DTC nor Cede & Co will consent or vote with respect to Securities. Urxier its usual procedures. DTC mails an Onunbus Proxy to the Issuer as soar as possible alter the record date Tito Omnibus F4oxy assigns Cede & Co's consenting or voting rights to those Direct Parinapants to whose accounts the Securities are credited ar the record dale (identified In a listing attached to Ifre Oln ibuS Proxy) w I I o I r 1r 8. Principal and interest payments on the Securities will be made to OTC. DTC's practice is to credit Direct Participants' accounts on payable dale in accordance with their respective holdings shown on DTC's records unless DTC has reason to believe that it will not receive payment on payable dale. Payments by Participants to Beneficial " Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in 'street name,' and will be the responsibility of such Participant and not of DTC, the Agent, or the Issuer, subject to any statutory or regulatory requirements as may be in effect from 1 time to time Payment of principal and interest to DTC is the responsibility of the Issuer or the Agent, disbursement of such payments to Direct Participants shall be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners shall be the responsibility of Direct and Indirect Participants. (9. A Beneficial Owner shall give notice to elect to have its Securities purchased or tendered, through its Participant, to the [Tender/Remarketing] Agent, and shall effect delivery of such Securities by causing the Direct Participant to transfer the Participant's interest in the Securities, on DTC's records, to the [Tender/Remarketing) Agent. The requirement for physical delivery of Securities in connection with a demand for purchase or a mandatory purchase will be deemed satisfied when the ownership rights in the Securities are transferred by Direct Participants on OTC's records ] 10. DTC may discontinue providing its services as securities depository with respect to the Securities at any time by giving reasonable notice to the Issuer or the Agent. Under such circumstances, in the event that a successor securities depository is not obtained. Security certificates are required to be printed and delivered 11. The Issuer may decide to discontinue use of the system of book -entry transfers through DTC (or a successor securities depository). In that event. Secunty certificates will be pnnted and delivered. i 12. The information in this section concerning DTC and DTC's book -entry system has been obtained from sources that the Issuer believes to be refiable, but the Issuer takes no responsibility for the accuracy thereof. i � - �. r r r • r• • -�� -11- 4 T A M E R I C A N JJ� VIII w I N S T I T U T E Q, I 0 A R C H I T E C T S n MAo SLL 1593 V -- I''IIIIII AIA Document A 101 Standard Form of Agreement Between Owner and Contractor u -here the bouts of pc vment is a STIPULATED SUJI 1987 EDITION THIS DOCUMENT IIAS IMPORTANT LEGAL CONSEQUENCES; CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION The 1987 F.dttton of AIA Document A201, General Conditions of the Contract for Construction, is adopted to this document by rif rence Do not use it ith other general conditions unless this document is modified This document has been approved and cndorxd b% The Assocutcd General Contractors of America AGREEMENT made as of the Twenty-second day of February in the year of Nineteen Hundred and Ninety- three, BETWEEN the Owner. (,Warne and addrev%) Commissioners Court Brazos County, Texas and the Contractor: (Marne and addrtw) Solar Foam Insulation, Inc. of Texas City, Texas The Project is: Re- roofing and Roofing Repairs to Brazos County Buildings, (Name and location) Bryan, Texas The Architect is: Emmett Trant and Associates of Bryan, Texas (Name and addre3.a) The Owner and Contractor agree as set forth below. Copyright 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1961, 1967, 1974, 1977, 01987 by The American Institute of Archi- tects, 1735 New York Avenue, N W , Washington, D C 20006 Reproduction of the material herein or substantial quot2tion of its provisions without written permission of the AIA violrics the copyright laws of the United States and will be subject to legal prosecution AIA DOCUMENT A101 - OWNFR CONTRACTOR AGRI,FMENT - TWELFTil EDITION - AIA* - 101987 VIE AMERICAN INSTITt1TE OF ARCIIITFt.TS, 1735 NEW 1 ORK AVENUE, N W , AAS111NGTON, DC 20006 AIOI -1987 1 r L I ' 11 ARTICLE 1 THE CONTRACT DOCUMENTS The Contract Documenti constst of this Agreement, Conditions of the Contract (General, supplementary and other Conditions). Dran ings, Specifications, Addenda Issued prior to execution of this Agreement, other documents 6ted in this Agreement and Modifications issued after execution of this Agreement, these form the Contract, and are as fully a part of the Contract as If attached to this Agreement or repeated herein The Contract represents the entire and mtegrited rgrecment between the panics hereto and supcnedcs prior negotiations, representations or agreements, cidlcr written or oral. An enumeration of the Contract Documents, other than Modifications, appears in Article 9 ARTICLE 2 THE WORK OF THIS CONTRACT The Contractor shall execute the entire Work described in the Contract Documents, except to the extent specifically Indicated in the Contract Documents to be the responsibility of others, (*MXJlabMX ARTICLE 3 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION 3.1 The date of commencement is the date from which the Contract Time of Paragraph 3 2 is measured, and shall be the date of this Agreement, as first written above, unless a different date Is stated below or provision Is made for the date to be fixed in a notice to proceed Issued by the Owner (insert the date of commie jcemenl if it differs from the date of this Agrcrment or if applicable, state tbal the date to ill be fixed in a notice to proceed ) Date of Commencement shall be fixed in a notice to proceed issued by the Architect. L nless the date of commencement is established by a notice to proceed Issued by the Owner, the Contractor shall notify the Owner in writing not less than five days before commencing the Work to permit the tunely filing of mortgages, mechanic's hens .Lnd other security interests 3.2 The Contractor shall achieve Substantial Completion of the entire Work not later than (Insert the calendar date or number of calendar days after the date of commencement Also insert any requirements for earlier Substantial Completion of ter tain portions of the Work if not stated elseu bore its the Contract Documents) One hundred, twenty (120) calendar days from the date of receipt by the Contractor of the Architect's written notice to proceed, , subject to adjustments of this Contract Time as provided in the Contract Documents (Insert prm unnns if anv for liquidated damages relating to failure to complete on time) Liquidated damages at the rate of One Hundred and NO /100 Dollars ($100.00) for each and every calendar day the work remains unfinished in excess of the time set forth in the Contract. ALA DOCUMENT A 101 • OWNER- CONTRACTOR AGREEMENT • TWELFTH EDITION • AIA* f 01987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N W. WASHINGTON, D C 20006 A101 -1987 2 r • ARTICLE 4 CONTRACT SUM 4.1 The Owner shall pay the Contractor in current funds for the Contractor's performance of the Contact the Contract Sum of Two hundred, thirty -six thousand, five hundred and NO /100 - - -- Douars if 236 500.00 ), subject to additions and deductions as provided In the Con- tract Documents 4.2 The Contract Sum Is bated upon the following alternates, if anv, which are dewribed in the Contract Documents and are hereby accepted by the Owner ( \fah' fIN• PilamhlTa Ny nthY1 1, /1•nfl /p rlflull n( q, l ( +ft,f ,11ftlllnh•. //d., m-s UPi ah, r allernale, the fu Ih• made hl IM• Ott Pity whu,rluePil tU lht Cwt Idlual U/ Una AHnrmerll, a411181 n as /h•dPilt J au, h Mher aherrmlea airm nl/l llh' JDIUUPit J." t,1, 1, wid 0%. d,th• wad It 1-1, 1, that amount la I uhd 1 Contract Sum: $236,500.00 4.3 Unit prices, if any, arc as follows AM DOCUtAEW A101 - OWNER CONTRACTOR AGREEMENT - TWELFTH EDITION - AIA* - ©1907 THE AMERICAN INSTITUTE OF ARCHITECI S. 17 35 NEW YORK AVENUE. N W. WASHINGTON, D C 201106 Al 01 -1987 3 L_ ARTICLE 4 CONTRACT SUM 4.1 The Owner shall pay the Contractor in current funds for the Contractor's performance of the Contact the Contract Sum of Two hundred, thirty -six thousand, five hundred and NO /100 - - -- Douars if 236 500.00 ), subject to additions and deductions as provided In the Con- tract Documents 4.2 The Contract Sum Is bated upon the following alternates, if anv, which are dewribed in the Contract Documents and are hereby accepted by the Owner ( \fah' fIN• PilamhlTa Ny nthY1 1, /1•nfl /p rlflull n( q, l ( +ft,f ,11ftlllnh•. //d., m-s UPi ah, r allernale, the fu Ih• made hl IM• Ott Pity whu,rluePil tU lht Cwt Idlual U/ Una AHnrmerll, a411181 n as /h•dPilt J au, h Mher aherrmlea airm nl/l llh' JDIUUPit J." t,1, 1, wid 0%. d,th• wad It 1-1, 1, that amount la I uhd 1 Contract Sum: $236,500.00 4.3 Unit prices, if any, arc as follows AM DOCUtAEW A101 - OWNER CONTRACTOR AGREEMENT - TWELFTH EDITION - AIA* - ©1907 THE AMERICAN INSTITUTE OF ARCHITECI S. 17 35 NEW YORK AVENUE. N W. WASHINGTON, D C 201106 Al 01 -1987 3 L_ i .; , ARTICLE 5 PROGRESS PAYMENTS 5.1 Based upon Applications for Payment submitted to the Architect by the Contractor and Certificates for Payment Issued by the Architect, the Owner shall make progress payments on account of the Contract Sum to the Contractor as provided below and elsewhere in the Contract Documents 5.2 The pentxl covrrrd by eat h Application for Payment shall he one calendar nit it ending tin the last (lay of the month, 91G6p U14)AX 5.3 Provided an Application for Payment is rCLCI%cd by the Architect not later than the 1 dSt (lay of a month, the Oa ner shall male payment to the Contractor not later than the eighth ( 8th) day of the fO110W1 ngmonth If an Application for Payment Is received by the Architect after the application date fixed above, pa}ment shall be madeby the Owner not later than ej ght days after the Architect receives the Application for Payment 5.4 Each Application for Payment shall be based upon the Schedule of Values submitted by the Contractor in accordance with the Contract Documents The Schedule of Values shall allocate the enure Contract Sum among the various portions of the Work and be prepared in SULh form and supported by such data to substantiate its accuracy is the Architect mad require This Schedule, unless oblectcd to by the Architect, shall be used as a basis for reviewing the Contractor's Applications for Payment 5.5 Applications for Pam ment shall indicate the percentage of completion of each portion of the Work As of the end of the period to%cred by the Application for Payment 5.6 Subject to the provisions of the Contract Documents, the amount of each progress payment shall be computed AS follows 5.6.1 Take that portion of the Contract Sum properly allocable to completed Work as determined by multiplying the percentage completion of each portion of the Work by the share of the total Contract Sum allotwed to that portion of the Work In. the Schedule of Values, less rctainage of ten percent ( 10% %) Fending final determination of cost to the Owner of changes in the Work, amounts not In dispute may be included as provided in Subparagraph 7 3 7 of the General Conditions even though the Contract Sum has not yet been adjusted by Change Order, 5.6.2 Add that portion of the Contract Sum properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the completed construction (or, if approved in advance by the Owner, suitably stored off the site at a location agreed upon in writing), less retainagc of ten percent ( 10% I %), 5.6.3 Subtract the aggregate of previous payments made by the Owner, and 5.6.4 Subtract amounts, if any, for which the Architect has withheld or nullified a Certificate for Payment as provided in Para- graph 9 5 of the General Conditions 5.7 The progress pay ent amount determined in accordance with Paragraph 5 6 shall be further modified under the following circumstances 5.7.1 Add, upon Sub tantial Completion of the Work, a sum sufficient to increase the total payments to n • net percent( 90% %) of the Contract m Sum, less such aounils as the Aretilteet5hall determine for incomplete Work and unsettled claims, and 5.7.2 Add, if final completion of the Work is thereafter materially delayed through no fault of the Contractor, any additional amounts payable in accordance with Subparagraph 9 10 3 of the General Conditions 5.8 Reduction or lun�tation of rctamage, of any, shall be as follows- gone (If it is intended, prior to 4ubstannal Completion of the entire Work, to reduce or limit the retainage resulting from The percentages inserted in Subpara- grapbs S 6 l and 5 6 2 allore and this is not explained elseu -bere in the Contract Documents, insert bere provisions for such reduction or limitation ) AlA DOCUMENT A701 -' 0 WNER-CONTRACTOR AGREEMENT • TWELFTII EDITION • AIA• • ©1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N W. WASHINGTON, D C 20006 Al O1 -1987 4 'If i t f I It . Y ARTICLE 6 FINAL PAYMENT Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the Contactor when (1) the Contact has been fully performed by the Contractor except for the Contractor's responsibility to correct nonconforming Work as provided in Subparagraph 12 2 2 of the General Conditions and to satisfy other requirements, If any, which necessarily survive final payment, and (2) a final Certificate for Payment has been Issued by the Architect, such final payment shall be made by the Owner not more than 30 days after the Issuance of the Architect's final Certificate for Payment.cKXX t,111f9(1< ARTICLE 7 MISCELLANEOUS PROVISIONS 7.1 Where reference is made in this Agreement to a provision o f t he General Condit Ions or :Mother Contract Document, the ref - erence refers to that provision as amended or supplemented by other provisions of the Co ntr:ict Document% 7.2 Payments due and unpaid under the Contract sh 111 heir nitcrest from the (Lite lijyment is ducat the rate stated Woc(, or in the absence thereof, at the Icgal rite prevailing from tune to iinnc at the place whete the lirtgect I,, Iti(atcd (/n.rr( rare o/ interrst agreed uprrn if arty ) (Usti,• lads and rtquoaetents under, the fnleral Truth to Lentbng Act, similar .tats• aped lotted uwa,rrh +unht Lae . . wXod rt",.#,,d 114 r ur at+ . anal (on,rad,ir s pnncipal p/acrc t f bustae.s low hetatum of the Pmp, r and ekes, hrrr nun a / /t%t tlr• t ,tndni ul rhea /— r.r•.0 l,•x,d It a r J—dd M• ••irin,a.T/ u rib rtKpert to delerrorrs or mode /nalmw and alw rrgardurR rrrpdrrnirM, .wh as t, rrurn rb.clu.w. ,, a w,, — t 7.3 Other provisions All of the Sections in Article 4.5 of the General Conditions are hereby deleted. Paragraph 14b. of Section 00800 - Special Provisions of the Specifications dated January, 1993 for the Project is hereby amended to include the following sentence, to appear as the last sentence in that paragraph: "This indemnification shall not be limited to damages, ccnpensation or benefits payable under insurance policies, workers ccxipensation acts, disability benefit acts or other employee benefit acts." ARTICLE 8 TERMINATION OR SUSPENSION 8.1 The Contact nuy he tcrminatcd by the 0%ncr or the Contractor L% pro%idcd In Anti. le 14 of the (wneul ( ondultm, 8.2 The Work miy be su%pended by the Owmr As provldcd In Arucic 1-( of the General Condition, AIA DOCUMENT A101 • OWNFR CONTRA( IOR A6I(FFMlNI • T)I FI h111 FD11 ION • AIA• • In 199' I I IF AXIFRICAN IN%11TUTF 01 AR( 11111:(.T \- I)i$NQJL 1()RA A(1 %1 F NA' WADI IIN(.1UV n( _'IMIII(, / A101 -1987 S ■ V I 1 1 a r t • ARTICLE 9 ENUMERATION OF CONTRACT DOCUMENTS 9.1 The Contract thxuments. except fur Mtxhficattons wsued After execution of thL% Agreement, Are enumerated as follows- 9.1.1 l'hc Agreement a this executed Standard Form of Agreement Between Owner and Contractor, AIA tkxumcnt A101, 1987 E du ion 9.1.2 The General Conditions arc the General Conditions of the Contract for Construction, AIA Document A201, 1987 Edition 9.1.3 The Supplementary and other Conditions of the Contract are those contained in the Project MAnualX01Ad! ..x+>aX9aXal �>QR4>t'�rx f12fX2SdWC 7G>41FX may( entitled Re-Roofing and Roofing Repairs, Brazos County Buildings, Bryan. Texas and dated anuary, 1993. 1 11111111115 9.1.4 The Specifications are those contained In the Project Manual dated as In Subparagraph 9 1.3, and are as follows: (Erhn hit the V"ilicaoom here or refer to at. e%hiba attar M•J to this ARreement ) SAJAMIA XXm R*M as per Table of Contents bound therein. AIA 00CU& EW A101 - OWNER CONTRACTOR AGREEMENT - TWELFTH EDITION - AIA* - ©1987 THE AMERICAN INSTITUTE OF ARCHITECTS. 1735 NEW YORK AVENUE, N W. WASHINGTON. D C 20006 AIOI -1987 6 v 1.5 The Drawings are as follows, and arc dated January, 1993: "")jX9fly4Ml9"7 K*A*X%W 'ber list the Dran InRs here or r %r to an exhibit attached to Ibis Agrerment ) ...al>aaiarr 7iddc Iftre Drawings entitled Re-roofing and Roofing Repairs to Brazos County Buildings, Bryan, Texas; Sheet No. I and Sheet . . i I 8.1.8 Addendum is as follows: lCliKib�X Rjklf Addendum No. 1, dated February 9, 1993, consisting of 3 pages numbered AD1 -1 through AD1-3. ' I Portions of Addcnda relating to bidding requirements arc not part of the Contact Documents unless the bidding requirements are 1 also enumerated in this Article 9 AtA DOCUMENT A101 - OWNER - CONTRACTOR AGREEMENT - TWELFTH EDITION - AIA• - 01987 THE AMERICAN INSTITUTE OF ARCHITECTS 1735 NEW YORK AVENUE. N W. WASHINGTON, D C 20006 A101 -1987 7 �:'C. v .... �.� : - - .:l. �'- -�1�T. '�4f t^.�MTpYTC]p4'aspcv -. • ( .:1 ' � `— . • i w J,v.. 9.1.7 Other documents, If any, forming pan of the Contract fkxuments are as follows (1w ben- ant• tuldtbnuul (h k umentc a M(h (ire tnuruGV to Juno 1ktrf of fbe Ornt r(u t 1>tk"urnotte The General Cururthoru park uk• that bidding rrqutrfrnews sucb (a ur Uu ttutt(nt to Md /.onus bons lu 11044ers, suntple furl} ii rail !M (.nllarne tut ,c bur a r rha purl (y fly (.untrpCt lk.Curnents unless enum ated to this Axrm+n( +n 77sey ./kwdd he• b.pr1 Mar• (nll' tf ude+uhV hr be (kart (J the Contrue t lkk imimts ) Performable and Enforceable in Brazos County, Texas. This Agreement is entered Into as of the day and year first written atxwe .Ind is executed In at least three onglnal copies of which one Is to be delivered to the Contractor, one to the Architect for use In the administration of the Contract, and the remainder to the Owner OWNER Commissioners Court CO `RACTOR Sol Foam Insulation, Inc. Brazos unty, Texas AJ& "�' - �t�nat e) (Jfj rtutart (Pnnted rotate and title) (/'mired rut u• curd title) 1 A1A DOCUMENT A101 • OWNER-CONTRACTOR AGREEMENT • TWELFTH EDITION • AIA* • ©1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE. N W. WASHINGTON. D C 20006 A101`1987 8 A I 0 0 WHEREAS, the Commissioners Court of Brazos County, Texas has been petitioned to extend the hours for the sale and consumption of acholic beverages in the unincorporated areas of the county; and WHEREAS, the Commissioners Court has the authority in accordance with the Texas Alcoholic Beverage Code, Section 105.05 (d)(1) to extend the hours for the sale and consumption of acholic beverages in the unincorporated areas of the county; and WHEREAS, the City Council of the City of Bryan, and the City iCouncil of the City of College Station, all in the County of Brazos, and in accordance with Texas Home Rule and the Texas Alcoholic Beverage Code have extended the hours for the sale of I� alcoholic beverages; and IIWHEREAS, the Commissioners Court has considered the economic and safety and health impact of extending said hours and is of the opinion that an extension is appropriate; NOW, THEREFORE, BE IT ORDERED BY THE COrMIISSIONERS COURT OF BRAZOS COUNTY, TEXAS, THAT: Pursuant to the authority granted to the Commissioners Court of Brazos County, Texas by Chapter 105 of the Texas Alcoholic Beverage Code, does hereby adopt the hours prescribed in said code for the sale, consumption or possession of acholic beverages for the purpose of consumption in any place within the unincorporated areas of the Brazos County. 700 4 A 1 41 1. SALE OF ACHOLIC BEVERAGE; HOURS. It shall be unlawful for any person in the unincorporated areas of Brazos County to sell acholic beverages in any public place for the purpose of consuming the same in such public place any time on Sunday between the hours of 1:15 a.m. and 12:00 noon; and all other days of the week between 1:15 a.m. and 7:00 a.m. 2. POSSESSION, CONSUMPTION OF ACHOLIC BEVERAGES IN PUBLIC PLACE: HOURS. It shall be unlawful for any person in the unincorporated areas of Brazos County, Texas to consume acholic beverages in any public place or any person to possess acholic beverages in any public place for the purpose of consuming the same in such place at any time on Sunday between the hours of 1:15 a.m. and 12:00 noon; and on all other days of the week between the hours of 1:15 a.m. and 7:00 a.m. ADOPTED this 8th day of March, 1993 to become effective April 1, 1993. la R. J. Ho green, C my Judge Brazos County, Texas ATTEST: &Z & Y4 "`�� Mary Ann Ward County Clerk LJO • v LEASE AGREEMENT This lease Agreement is made and entered into this Am�, day of RC , 1993 by, and between MIKE HENSARLING of Brazos County, herein called "Lessor ", and BRAZOS COUNTY, TEXAS herein called "Lessee ". In consideration of the mutual covenants and agreements herein set forth, and other good and valuable consideration, Lessor does hereby demise and lease to Lessee, and Lessee does hereby lease from Lessor, the following described premises located in Brazos County, Texas: Office space (approximately 940 sq. ft.) in the building located at 14821 FM 2154 which is on the corner of FM 2154 and Church Street in Wellborn to include water and sewer along with restroom. It will also provide handicap access. TERM The term of this lease shall be for a period of nine (9) months commencing on January 1, 1993 and ending on September 30, 1993. RENT Lessee agrees to pay to Lessor as rent for the leased premises the sum of three hundred thirty -four dollars ($334.00) per month on the first of each month. USE OF PREMISES The leased premise shall be used only as an office and Lessee shall not permit the leased premises or any part thereof to be use for: (a) the conduct of any offensive, noisy, or dangerous activity that would increase the premiums for fire insurance on the . 71� 1 w - r ALTERATIONS AND IMPROVEMENTS Lessee shall make no alterations to the building on the leased premises nor construct any buildings or other improvements on the leased premises without first having obtained the written consent of Lessor. LESSOR REPAIRS Lessor shall, after notice and at his expense, make all roof, l2 t I IV I i r leased premises; (b) the creation or maintenance of a public nuisance; (c) anything which is against public regulations or rule of any public authority at any time applicable to the leased premises; or (d) any purpose or in any manner which will obstruct, interfere with, or infringe on the rights of other tenants or adjoining property owned by Lessor, nor shall the leased premises be occupied b p y any person or persons other than the person or persons authorized by Lessee. INDEMNITY AGREEMENT Lessee agrees to indemnify and hold Lessor and the property of Lessor, including the leased premises, fee and harmless, from any and all liability for injury to, or death of, any person, including employees of Lessee or for damage to property arising from the use and occupancy of the leased premises by Lessee or from the act or omission of any person, or persons, including employees of Lessee, in or about the leased premises with the express or implied consent of lessee; provided that nothing in this agreement shall expand or enlarge the liability of lessee greater than that of Lessee under the Texas Tort Claims Act. ALTERATIONS AND IMPROVEMENTS Lessee shall make no alterations to the building on the leased premises nor construct any buildings or other improvements on the leased premises without first having obtained the written consent of Lessor. LESSOR REPAIRS Lessor shall, after notice and at his expense, make all roof, l2 t I IV • a floor (other than surface material), pavement, electrical, plumbing, air - condition, heating, structural repairs and replace- ments, including but not limited to those required by public authorities, all repairs and replacements to and painting of the exterior walls, (outside doors and overhead doors are considered as outside walls). Lessor shall replace all broken window and plate glass except damage resulting from negligence of Lessee. If Lessor fails or neglects within a reasonable time to make repairs or corrections which, under the terms hereof Lessor is required to make after written notice to Lessor by Lessee, or having started such repairs or corrections, Lessor fails to complete them within a reasonable time, Lessee may cause such repairs or corrections to be made or completed at Lessor's cost and expense and may deduct from subsequent installments of rent an amount sufficient to reimburse itself for costs and expenses incurred. Unless otherwise herein provided, all normal repairs, painting and replacements to the inside of buildings shall be made at the expense of Lessee which shall surrender the same at the end of the Lease term or any extension thereof in substantially as good condition as when received, ordinary wear and tear, damage by fire or the elements and unavoidable casualties excepted. DESTRUCTION OF PREMISES Should any building or improvements on the leased premises be damaged or destroyed by fire, the elements, acts of God, or other causes not the fault of Lessee or any person in or about the leased premises with the express or implied consent of Lessee, they shall i' I 3 _1 6 �— C � J P r 1. 1 oc repaired or replaced by Lessor at his own cost and expense and the rent payable by Lessee pursuant to this lease shall be abated to the extent such damage or destruction renders the leased premises uninhabitable by Lessee. Provided however, should the cost of repairing or restoring any buildings or improvements so damaged or destroyed exceed twenty -five percent (25 %) of the replacement cost of all buildings and improvements now located on the leased premises, or if more than fifty percent (50 %) of the total floor space of the leased premises shall be rendered unfit for Lessee's occupancy this lease may be terminated by either party by ten (10) days written notice. If less than fifty percent (50 %) of the total floor space of leased premises shall be uninhabitable and repair and restoration can be accomplished within ninety (90) days, Lessor may, at his option, either repair and restore the damaged buildings and improvements or cancel this lease and return any unearned rent previously paid by Lessee under this lease. CONDITION OF PREMISES Lessee stipulates that the leased premises, as well as all building and improvements located thereon, are at the date of this lease in good order, repair and a safe and clean condition. UTILITIES All charges for electricity, shall be paid by Lessee. All charges for water and other utility services shall be paid by Lessor. IMPROVEMENTS PROPERTY OF LESSOR All alterations, changes, and improvements built constructed, 4 _ _L --- _i _ " 7_� a r • I tl f • 0 r or placed in the leased premises by Lessee, other than movable personal property shall, unless otherwise provided by written agreement between Lessor and Lessee, be the property of Lessor and i remain in the leased premises at the expiration or sooner termination of this lease. Lessee at the termination of the lease i � shall not be required to restore the improvements to their original J condition. Nothing contained in this paragraph, however, shall s authorize Lessee to make or place any such alteration, change, or improvements on the leased premises without having first obtained the written consent of Lessor. ASSIGNMENT AND SUBLETTING Lessee shall not assign this lease nor sublet the leased premises or any interest therein without first obtaining the written consent of Lessor, which consent shall not be unreasonably withheld. A consent by Lessor to one assignment or subletting shall not be deemed to be a consent to any subsequent assignment or subletting. An assignment or subletting without the written consent of Lessor,shall be void and shall, at the option of the Lessor, terminate the lease. LESSEE'S RIGHT TO PERFORM In the event Lessor violates or fails to perform any provisions or agreements of the lease to be performed or complied with by Lessor, and such violation or failure continues for fifteen days after written notice thereof to Lessor, Lessee may, in addition to all remedies available to it, be entitled to perform on behalf of Lessor and deduct all such payments from the rent. 5 i I --- L--= LG lu uuxaulL =or a perioa or more than ten (10 ) days in the payment of any rent payable under this lease or in the performance of any other provision of this lease and such default continues for thirty (30) days after written notice, Lessor may terminate this lease and regain possession of the leased premises in the manner provided by the laws of the State of Texas in effect at the date of such default. HOLD OVER At the expiration of this lease, should Lessee hold over for any reason whatsoever, it is hereby agreed that'in the absence of a written agreement to the contrary, such tenancy shall be from month to month only under the same conditions and at the same monthly rental as provided herein. SUBORDINATION OF LEASE This lease and Lessee's leasehold interest under this lease are and shall be subject, subordinate, and inferior to any lien or encumbrance now on the leased premises by Lessor. RIGHT OF INSPECTION Lessor and his agents have the right at all reasonable times during the terms of this lease to enter the leased premises for the purpose of inspecting them and all building and improvements thereon; provided however that the right of inspection shall not extend to any record, the disclosure of which is prohibited by law. PARKING Ample space will be provided for parking vehicles. 6 R 0M C NOTICES Any and all notices or other communication required or permitted by this lease to be served on or given to either party to this lease by the other party hereto shall be in writing and shall be deemed duly served and given when personally delivered to the party to whom it is directed, or in lieu of such personal service, when deposited in the United States Mail, postage prepaid, addressed to Lessor, Mike Hensarling, P. O. Box 126, Wellborn, Texas 77881; addressed to Lessee, Brazos County, 300 East 26th Street, Bryan, Texas 77803 -5327, until otherwise notified. Either party hereto may change his address for the purpose of this paragraph by giving written notice of such change to the other party in the manner provided for in this paragraph. USE OF OFFICES The leased premises are to be used as office space for the Justice of the Peace for Precinct Two (2) of Brazos County. LOCATION FOR RENT PAYMENT Unless changed by written notice pursuant to the provisions in the above heading under Notices, all rent payable under this lease shall be paid to Lessor at P. O. Box 126, Wellborn, Texas, 77881. ATTORNEY'S FEES Should any litigation be commenced between the parties hereto concerning the leased premises, this lease, or the rights and duties of either party in relation thereof, the party prevailing in such litigation shall be entitled, in addition to such relief as may be granted, to a reasonable sum as and for his attorney's fees v. = 01 ii e in such litigation. 0 TEXAS LAW TO APPLY This agreement shall be construed under and in accordance with the laws of the State of Texas, and all obligations of the parties created hereunder are performable in Brazos County. LEGAL CONSTRUCTION In case any one or more of the provisions contained in the agreement shall for any reason be held to be invalid, illegal or unenforceable it shall not affect any other provision thereof and this agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. PRIOR AGREEMENTS SUPERSEDED This agreement constitutes the sole and only agreement of the parties hereto and supersedes any prior understandings or written or oral agreements between the parties respecting the within subject matter. AMENDMENT No amendment, modification, or alteration of the terms hereof shall be binding unless the same be in writing, dated subsequent to the date hereof, and duly executed by the parties hereto. OPTION TO RENEW Lessee may renew this lease for one year by giving Lessor written notice of such renewal at least thirty (30) days prior to the expiration of the then current term. Each such renewal shall be upon the same terms and conditions. 8 • i I h 0 ATTEST: / o i i LESSOR: l MIKE H�IN By: ` LESSEE: BRAZOS COUNTY By: 4" 9 �• ice' :. ; ,� „., Officers Reports February 1993 MARY ANN WARD, COUNTY CLERK FEES AND FINES: General Fund Road and Bridge Fund Ominbus Crime Fund Law Library Fund Appellate Court Record Preservation TOTAL TRAVIS NELSON, DISTRICT CLERK FEES AND FINES: General Fund Road and Bridge Fund Ominbus Crime Fund Law Library Fund Appellate Court Bail Bond Interest H.B. 66 TOTAL CAROLYN M. HENSARLING, JUSTICE OF THE PEACE, PRECINCT 4, PLACE 2 Fines (County Share) Small Claims Civil Fees Sheriff Fees Constable Fees Pct. 7 Constable Fees Pct. 4 D.P.S. Arrest Fees Parks & Wildlife /Cosmotology Fees T.A.B.C. - Arrest Fees Transcript Fees Writ Fees Execution Fees Certified Copies /Abstracts /Jury Fees Deferred Adjudication Special Expense Driving Safety /All Dismissal Fees Child Safety /Traffic Fees Checking Account Interest Bail Bonds Collected Bail Bond Interest Road & Bridge Fines Criminal Justice Planning Law Enforcement Fees Crime Victims Compensation Judicial Court Training Operators /Chauf. License Fund General Revenue Fund Fees Comprehensive Rehabilitation Fund Fees TOTAL $38,076.25 5,284.00 916.00 500.00 10.00 4,752.00 $49,538.25 $18,299.18 696.00 36.00 1,820.00 480.00 0.00 500.00 $21,831.18 $5,977.25 40.00 45.00 50.00 190.00 205.00 819.00 10.00 40.00 10.00 30.00 0.00 102.05 50.00 140.00 243.00 43.90 9,678.05 82.08 3,290.00 580.00 174.00 574.00 116.00 75.00 252.00 135.00 $22,951.33 oje r-. ----� 'a - _ '71 a aw =�. svrmaar�..•��� -� -� • l .. • e t s r I i Ila r a� • Officers Reports February 1993 ANTONE DOBROVOLNY, JUSTICE OF THE PEACE, PRECINCT 5 Fines (County Share) $4,104.00 Sheriff Fees 10.00 Constable Fees (Name: Nemec ) 440.00 Constable Fees -Pct 7 20.00 DPS- Arrest Fee 450.00 Parks & Wildlife- Arrest Fee 10.00 TABC Arrest Fees 0.00 Civil Fees /Small Claims 190.00 Certified Copies /Abstracts 98.00 Deferred Adjudication Admin. Fees 0.00 Driving Safety /All Dismissal Fees 180.00 Child Safety /Traffic Fees 182.00 Checking Account Interest 27.76 Road & Bridge Fines 493.00 Criminal Justice Planning 395.00 Law Enforcement Fees 117.00 Crime victims Compensation 390.00 Judicial Court Training 78.00 Operators /Chauf. License Fund 150.00 General Revenue Fund Fees 175.00 Comprehensive Rehabilitation Fund Fees 145.00 Breath Alcohol Testing 0.00 TOTAL $7,654.76 GEORGE BOYETT, JUSTICE OF THE PEACE PRECINCT 7, PLACE 1 Fines (County Share) $8,391.00 Sheriff Fees 0.00 Constable Fees - Pct. 7 620.00 TAMU Police- Arrest Fees 1,120.00 TABC- Arrest Fees 100.00 Arrest Fee (Type: DPS ) 50.00 Small Claims /Civil Fees 160.00 Certified Copies /abstracts /Jury Fees 50.00 Deferred Adjudication Special Expense 0.00 Driving Safety /All Dismissal Fees 580.00 Child Safety /Traffic Fees 315.00 Checking Account Interest 415.19 P & W Fees /Cosmotology Fees /Co. Atty 0.00 Criminal Justice Planning 775.00 Law Enforcement Fees 232.50 Crime Victims Compensation 775.00 Judicial Court Training 155.00 Operators /Chauf. License Fund 150.00 General Revenue Fund Fees 387.50 Comprehensive Rehabilitation Fund Fees 365.00 TOTAL $14,641.19 n r P • Officers Reports February 1993 WES HALL, JUSTICE OF THE PEACE PRECINCT 7, PLACE 2 Fines (County Share) $2,124.00 Sheriff Fees 0.00 r 225.00 TAMU- Arrest Fees � 1 0.00 t 0.00 Fines (County Share) $2,124.00 Sheriff Fees 0.00 Constable Fees - Pct. 7 225.00 TAMU- Arrest Fees 780.00 DPS- Arrest Fees 0.00 Arrest Fees (Type: P &W ) 0.00 Small Claims /Civil Fees 220.00 Certified Copies /Abstracts /Jury Fees 5.00 Deferred Adjudication Special Expense 200.00 Driving Safety /All Dismissal Fees 670.00 Child Safety /Traffic Fees 264.00 Certified Mail 5.00 Checking Account Interest 44.32 Criminal Justice Planning 490.00 Law Enforcement Fees 147.00 Crime Victims Compensation 490.00 Judicial Court Training 98.00 operators /Chauf. License Fund 150.00 General Revenue Fund Fees 245.00 Comprehensive Rehabilitation Fund Fees 220.00 TOTAL $6,377.32 MARY HORN, JUSTICE OF THE PEACE PRECINCT 2 Fines (County Share) $4,355.50 Sheriff Fees 10.00 Constable Fees (Name: Pittman) 75.00 Constable Fees (Name: Marrow) 190.00 DPS - Arrest Fees /Warrant Fees 1,050.00 Parks & Wildlife- Arrest Fee 0.00 TABC- Arrest Fee 0.00 Civil Fees /Small Claims 15.00 Certified Copies /Abstracts 12.00 Deferred Adjudication Special Expense 79.00 Driving Safety /All Dismissal Fees 280.00 Child Safety /Traffic Fees 267.00 Checking Account Interest 53.47 Road & Bridge Fines 2,257.00 Criminal Justice Planning 485.00 Law Enforcement Fees 145.50 Crime Victims Compensation 485.00 Judicial Court Training 97.00 Operators /Chauf. License Fund 75.00 General Revenue Fund Fees 225.00 Comprehensive Rehabilitation Fund Fees 305.00 TOTAL $10,461.47 r • Officers Reports February 1993 TOMMY LYONS, JUSTICE OF THE PEACE PRECINCT 1 Fines (County Share) $1,904.50 Sheriff Fees 10.00 Constable Fees (Name: ) 0.00 DPS- Arrest Fee 305.00 Parks & Wildlife- Arrest Fee 0.00 Civil Fees /Small Claims 0.00 Certified Copies /Abstracts /Jury Fees 4.00 Deferred Adjudication Special Expense 0.00 Driving Safety /All Dismissal Fees 330.00 Child Safety /Traffic Fees 189.00 Checking Account Interest 16.49 Road & Bridge Fines 0.00 Criminal Justice Planning 315.00 Law Enforcement Fees 94.50 Crime Victims Compensation 315.00 Judicial Court Training 63.00 Operators /Chauf. License Fund 0.00 General Revenue Fund Fees 157.50 Comprehensive Rehabilitation Fund Fees 275.00 TOTAL $3,978.99 RAY TRUELOVE, JUSTICE OF THE PEACE $8,122.82 PRECINCT 3 Fines (County Share) $3,395.50 Sheriff Fees 25.00 Constable Fees (Name: Matejka) 400.00 DPS- Arrest Fee 745.00 Parks & Wildlife - Arrest Fee 0.00• TABC Arrest Fees 0.00 Civil Fees /Small Claims 130.00 Certified Copies /Abstracts 5.00 Deferred Adjudication Special Expense 1,200.00 Driving Safety /All Dismissal Fees 90.00 Child Safety /Traffic Fees 159.00 Checking Account Interest 31.82 Road & Bridge Fines 729.00 Criminal Justice Planning 320.00 Law Enforcement Fees 96.00 Crime Victims Compensation 320.00 Judicial Court Training 64.00 Operators /Chauf. License Fund 75.00 General Revenue Fund Fees 157.50 Comprehensive Rehabilitation Fund Fees 180.00 TOTAL $8,122.82 f . . .. . -A-_. - -I' . __ i i I i ' I 0 i i 1 Officers Reports February 1993 RAYMOND DAY, CONSTABLE, NO REPORT PRECINCT 1 Fees i $0.00 1 1 JAMES MARROW, CONSTABLE, NO REPORT PRECINCT 2 Fees $0.00 DERIK MATEJKA, CONSTABLE, PRECINCT 3 NO REPORT Fees $0.00 DUANE PETERS, CONSTABLE, NO REPORT PRECINCT 4 Fees $0.00 FRANKIE NEMEC, JR., CONSTABLE PRECINCT 5 j Fees $325.00 } WINFRED PITTMAN, CONSTABLE, NO REPORT i PRECINCT 7 I I Fees $1,245.00 F Oversize /Overweight Permits TOTAL BRAZOS CENTER Fees $14,656.25 ' Interest 146.57 Deposits Retained 100.00 TOTAL $14,902.82 ! BOBBY RIGGS, SHERIFF i ` Bail Bond Fees $0.00 (j Crime Stoppers Bond Fees 0.00 Civil Fees 365.00 i Meal Reimbursement 14,850.00 Photo Copy Charges 0.00 ! Work Release Fees 1,228.00 Bail Bond Board Interest 0.00 Estray Fees 0.00 TOTAL $16,443.00 E. A. WENTRCEK, NO REPORT JUVENILE PROBATION Fees $0.00 a r ti Officers Reports February 1993 ARLENE PARCHMAN, ADULT PROBATION Attorney's Fees $1,023.50 Restitution 18,688.82 Fines 18,699.07 Court Costs 12,775.31 Crime Stoppers 678.00 TOTAL $51,864.70 GERALD L. WINN, TAX ASSESSOR/ COLLECTOR Ad Valorem $167,559.64 Fees 4,675.55 Road Bonds Taxes 24.73 TOTAL $172,259.92 r L- •--- • . - - - -- • - f .4